• Published 10th May 2016
  • 34,058 Views, 4,287 Comments

My Little Pony: Sora's Misadventures in Equestria - Codex92



After failing his mark of mastery exam to be a Keyblade Master, Sora must continue his training on his own. Unfortunately, he crashes into the world of Equestria, and his friends don't know he's stranded in this far off world.

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School Raze (Part 1)

Two weeks seemed to pass by very quickly for Sora and Kairi as they enjoyed the time to themselves on their honeymoon on Destiny Islands. They tried to avoid going into town and risk running into Manami so they could get an earful of her requesting grandchildren again, but they managed to avoid getting spotted by her, Kaito, or their friends. The first couple days, they gathered some necessities during their stay in the treehouse on the island they played on. They have a bed big enough for the two of them, a small cooler for refreshments powered by a weak Thunder spell to a chargeable battery that lasted all day, and they cooked their food over a fireplace they built down on the beach, living off the land by cooking some small fish swimming around or eating the fruit that grew around the island, including the sweet paopu fruit that held a legend they made come true. It was a nice getaway with perfect weather for swimming or sunbathing, and with no one else coming down here that often, they had the whole island to themselves.

The morning of their last day started with the cawing of seagulls hovering around, looking for their breakfast. In bed, Sora and Kairi were snuggled together under a thin blanket, Sora in his shorts while Kairi wore a light T-shirt and light purple short shorts. The sun peeked through the open entrance to the treehouse, rousing the couple from their sleep. They both lightly groaned, opening their eyes to gaze at each other.

"...I think I'm still dreaming," Sora said, making Kairi giggle and earned him a small kiss. "Ok, now I'm awake."

"Oh, hush, you big goofball," Kairi chided.

Sora was the first to sit up, stretching his arms and back before he climbed out of bed. He stepped out of the wooden shelter and leaned against the railing, watching the waves gently lap against the shore with the sun beginning to rise over the island. Seeing the ocean light up and shimmer from the sun's rays never got old to him. While he enjoyed the last view of their honeymoon, Sora's thoughts began to drift off. Though it was out of nowhere, M's question to him back at Ponehenge made him rethink what he was meant to take from it.

If there's someone you do care about, and they refuse to hear your pleas and get another chance, what would you do? Do you try to keep going and risk everything to change the paths their hearts are set on, or will you finally be able to let go of them in order to save the ones who matter the most to you?

M clearly knew Sora was highly important and commended his actions as a wielder. Though what he asked of him had made him doubt what he believed would be the right answer if he were to face a situation where he was unable to turn another person's life around from the dark path they chose. Riku was the first out of everyone in his journey who was misguided by Maleficent and was forced down the path of darkness. Despite what his best friend put him through, he refused to give up and fought his friend to help him see the light, and he was glad that he did. Not many villains earned redemption if they refused to change their ways, but he knows that everyone has some good in them, and they needed a little more encouragement to help them see the light in their hearts.

Behind him, Kairi snuck up on him, wrapping her arms around his torso and hugged him from behind. "I love mornings like this," she sighed. Waiting for a cheeky response, she frowned when he didn't talk. Curious, she leaned over to see him staring at the ocean, deep in thought. "Sora?"

"Hmm? Oh. Uhh, yeah," Sora mumbled.

Knowing that distant look, she stood next to him, keeping her arms wrapped around him. "Something wrong?" she asked. "Upset that the honeymoon's over?"

"Umm...A little," Sora said. "But...it's something that's been on my mind for a while."

"What is it?" Kairi asked. "I don't want you hiding anything from me if you think it's serious."

Sighing, Sora raised his arm and wrapped it around Kairi. "You remember when we saved the Pillars from limbo? Back at Ponehenge?" She nodded, recalling first meeting them while also accidentally freeing the Pony of Shadows along with them. "Well, it was more about our...interesting talk with M. The flashback we saw was supposed to end when he left with their artifacts, but...he stopped near me and spoke to me."

"I thought it was a bit weird that it kept going for that long," she said. "I figured he was letting all of the information sink in or something. What exactly did he say to you?"

"He praised me for everything I've done as a Keyblade wielder, but then what he asked me kinda...baffled me," he said. "He said, if there was someone I care about who refuses to change their ways if they walk the wrong path, do I keep fighting to make them change and lose everyone else or...let them go."

Kairi hummed curiously, knowing exactly what Sora would do with a surprising scenario like this. "I see. Did he only offer those two answers, or did he want you to figure out the solution your own way?"

"I thought that's what it was, but as time passed...I'm not entirely sure anymore," Sora said. He ran his other hand through his hair, stressing a little from the situation. "I don't know if he's testing me or expecting me to do something else. And he can see into the future from several hundred thousand years. He knows what I'll choose. So...why did he ask me that?"

"I don't know. But anything revolving around that man is more mysterious than figuring out how Pinkie Pie is able to pop out of nowhere." Sora snorted a little, debating understanding Pinkie Pie would take an endless amount of time to solve. Kairi leaned forward, planting a kiss on Sora's cheek. "Regardless if M is giving you his own test, I know what you choose to do would be the right answer. You never give up on anyone, even if you try your hardest to save them."

Sora looked at Kairi, giving her a small smile. "...You're right. I was just a little uncertain after almost a year since that day," he said. "I'll keep on fighting and see that they can change for the better."

"Exactly." The couple shared a small kiss before Kairi pulled away, trailing her fingers along Sora's side as she walked back in the treehouse. "Now, let's start getting everything packed and secured before we leave. We can make this our summer home in the future with some more renovations later."

"Alright," Sora mumbled as he watched her walk back inside, then turned back to the sea for a moment before following her and getting ready to head back to Equestria. "No matter who it is or what they've done, I won't let them down..."


Equestria was abuzz with activity as the morning sun rose in the sky. Classes at the School of Friendship were starting, and Cozy Glow fluttered around the building, assisting Twilight and her other professors as the school's young, genial prodigy. Along with her saddlebags, she wore a special medal around her neck that gave her the special title of friendship assistant for all the perfect grades and attendance she's had since she enrolled. Above, she spotted Derpy making her rounds for the morning as she headed this way. The ditzy pegasus went through her saddlebag and pulled out a letter, squinting her cocked eyes at the address to make sure it was for the right one, failing to notice where she was flying. She accidentally smacked into the school, dropping the letter as she peeled herself away from the wall above the school's entrance.

Cozy flew over to the stone walkway and caught the letter before fell in the pond. "Thank you for the mail delivery, Ms. Whooves!" she called out.

"Oh! You're welcome!" Derpy said, giving the filly a wave before flying off back to town to deliver more mail.

Cozy walked inside, stuffing the letter addressed to Twilight in her saddlebag. In the main lobby, she froze when she saw an empty apple juice box laying on the floor. Rolling her eyes, wondering which silly litterbug forgot to throw their trash away, she picked up the juice box and hovered to the trash and recycling cans not too far away. Feeling a little fancy, she tossed the carton in the air, juggling it around her with all four legs, then gave it a headbutt toward the cans, perfectly dropping it in the center of the opening of the recycling can's lid. Silently cheering to herself, she continued down the hall, where she found a new filly looking lost as she glanced at her class schedule.

"Hello!" Cozy greeted sweetly. "You're new here, right?" The new filly nodded her head. "I'm Cozy Glow, Professor Sparkle's friendship assistant. Welcome to our school!"

"T-Thanks. But this place is really big," the filly said.

Taking the new student's schedule, she looked at her first few classes for the day. "Your first class is just down the hall and to the left. You'll find your way around within a few days, I guarantee!"

"Ok. Thanks, Cozy Glow!" the filly said and made her way to class.

Cozy waved her new friend goodbye, then flew through the halls to the library. She spotted Silverstream at one of the tables, working on a crossword puzzle, but couldn't think of the right answer for one of the words. Cozy hovered over to her, looking down at the numbered hint the hippogriff was solving.

"'A seven-letter word for teamwork.' Have you tried 'synergy'?" Cozy suggested.

Curious, Silverstream wrote the letters in each box to spell out 'synergy', the word fitting with the other words the number was connected to as the correct answer. "Hey, that's it! Thanks, Cozy!"

"What are friends for?" Cozy shrugged, continuing her friendship rounds and saw Silverstream off with a wave.

Needing to deliver the letter to Twilight, Cozy made her way to the headmare's office. Making her way inside, she spotted the alicorn princess busy with some quizzes and tests for the next semester. Too engrossed in her work to notice, Cozy Glow flittered up to the desk, gently pushing down Twilight's papers to get her attention.

"Oh. Hello, Cozy Glow," Twilight greeted.

"Good morning, Professor Sparkle," Cozy greeted back. She then pulled out the envelope and held it out to the alicorn. "Mail delivery!"

"The mail's here already?" Twilight questioned. Looking at the clock, she gasped when she noticed the time. "Oh no! I'm late for my class' field trip to Cloudsdale!"

Panicking, Twilight flew around her office, grabbing her saddlebags and placing them on her back. "Don't worry," Cozy Glow said, snapping the alicorn out of her anxiety attack. "I asked Professor Rainbow Dash and even Master Aqua to cover for you."

"And they said yes?" Twilight questioned.

"Uh huh. I told them how busy you were, and how much Professor Dash's loyalty meant to you," Cozy said. She then pulled out a notepad of all the things she helped do around the school for the headmare. "I also color-coded your teaching schedule by friendship element and catalogued all the magical artifacts in the school...I hope that's ok."

"Ok? Cozy Glow, that's amazing!" Twilight praised and hugged the helpful filly. "You're like my right-hoof pony! I don't know what I'd do without you."

Giggling, Cozy Glow was proud for being so helpful. "It's just like you and Sora taught me. Helping is what friendship's all about."

The door to the office opened up again, Sora and Kairi stepping inside and surprising Twilight and Cozy. "Hey, did someone say my name?" Sora asked with a cheeky grin.

"Hey, welcome back, you two," Twilight greeted.

Cozy flew toward Sora and hugged him. "Sora! Kairi! How was your honeymoon trip!?"

"Hahaha! It was very relaxing," Sora said, giving the pegasus filly a light noogie and hugged her back. "Hopefully we didn't miss anything too crazy while we were gone."

"Nope. Same old, same old," Twilight said, though she didn't want to worry Sora or Kairi about the strange vision she had. "Cozy's been a very big help around the school since you two were gone. And...Well, I guess you could say things got a little...chaotic a couple days ago."

"By chaotic, do you mean Discord causing mischief again?" Kairi asked. "And in the harmless mischief, I hope."

"Well, you have no idea how 'harmless' it was when he decided to manipulate the Cutie Map into sending almost all of us to a friendship problem," Twilight explained. "And I do mean everyone; all the Key bearers, excluding our apprentices, myself and the girls, even Donald and Goofy. I left Starlight temporarily in charge while we were away, and Discord thought I would put him in charge."

"Wait, he was able to use the map to send you guys on a wild goose chase?" Sora asked.

"All of us were summoned, though we didn't realize we were had when we were traveling through a dense jungle with no signs of civilization hidden anywhere," Twilight scowled. "Starlight seemed to manage, but Discord kept making things...different. She even set up an innovative scavenger hunt with a famous relic of different races from their respective histories and hints on where they would be found throughout the school. And, in Discord's insane way, he was teaching Starlight a lesson, though I highly doubt that was part of the reason why."

"And...Discord got off with a slap on the wrist?" Sora questioned curiously.

"Oh no. Aqua pummeled him for tampering with the map after we discovered it was a false alarm," Twilight said. "I'm surprised she's able to fight without her Keyblade that efficiently, especially against someone like Discord."

Sora and Kairi laughed, both of them half expecting Discord to be severely punished for his latest hair-brained scheme. "That's actually a smart idea to make learning about other cultures' mystic artifacts more fun," Kairi said. "From the historical figures, I'm guessing those relics were Clover the Clever's Cloak, Knuckerbocker's Shell, the Crown of King Grover, the Amulet of Aurora, the Talisman of Mirage, and the Helm of Yksler."

"Right. Artifacts from Equestria, the Dragon Lands, Griffonstone, Mt. Aris, the changeling hive, and Yakyakistan in that order," Twilight added.

Confused, Sora looked at Kairi. "How'd you know all that?"

"Because, Sora, if I were to be a substitute when cultural lessons are involved, I had to read up on the different artifacts and which one belonged to which kingdom," Kairi stated, playfully poking the stallion's snout. "There is more than just teaching normal friendship if others don't understand another kingdom's customs."

Sora gave Kairi a pout before sticking his tongue out at her. "Know-it-all." Kairi stuck her tongue back at him in response to his childish comeback. Ignoring the cheeky pink alicorn, Sora looked down at Cozy Glow, who was giggling at their silly bickering. "And what about you, Cozy? You better not have been trying to train by yourself while I was gone."

"Golly, no. I would never," Cozy said. Sora doubted that, raising a brow as he silently pressed her. Cozy grinned sheepishly, but seeing as she was called out, she let out a sigh. "...Ok, maybe a little bit."

"Cozy, you know you're still too young," Sora reminded Cozy Glow.

"I know, but...I really want to be as strong as you," she said. "You've said before that you get your strength from all the friends you made. And I've been making lots of friends, too."

Chuckling, Sora rubbed the filly's head. "Well, that's at least one good thing, but it's still a bit too dangerous for you to get involved in a fight. Even with what experience you've had when you were by yourself." Cozy mumbled in agreement with a small nod, though she still felt left out when she can do so much more. Sad to see her upset, Sora had an idea to lift her spirits. "Hey, Cozy. I've got a little surprise I want to give you."

"A surprise?" Cozy asked. "Like...a souvenir back where you and Kairi were staying at for a couple weeks?"

"I think it's something a little better," Sora promised. "First, you gotta close your eyes." Cozy shut her eyes, squinting one eye open slightly. "Hey, no peeking, you!" The filly giggled, keeping her eyes closed for good this time. Twilight and Kairi wondered what Sora was doing as they watched him bring his hooves to his silver crown necklace. Kairi's mouth hung open as she watched him unclasp the necklace, never once seeing him go around anywhere without it around his neck. With the ends of the chain in both his hooves, he quietly wrapped the necklace around Cozy's neck, clasping it to where it fit perfectly around her neck, then backed away with a wide grin. "Ok, you can open them now."

Cozy opened her eyes, blinking curiously until she felt something resting against her chest. Looking down, she gasped in awe at the silver crown, then back to Sora to see his necklace was now around her neck. Touching the silver crown, the filly was speechless.

"You're giving her your necklace?" Twilight asked.

"Yup. As a symbol of trust and a promise," Sora said. "Cozy, I know you've got a lot of potential as a Keyblade wielder. When you're old enough, I hope that you'll take up the opportunity to grow and become a powerful master. Because, with this gift to you, I want you to be more than my apprentice; I also want you to be my successor."

Shocked, Cozy Glow stared at Sora with wide eyes. Her mouth curled into the biggest grin he'd ever seen her wear as tears welled in her eyes, then she tackled his chest and held him tightly as she cried tears of joy. Sora held the filly as she nuzzled him, letting her celebrate the greatest gift she had ever gotten. Twilight and Kairi were astonished by Sora's proclamation, but to hear him give Cozy this high of an honor for her future training once she's old enough was incredibly sweet of him. They could see how strong she was for her age and approved that she had that special potential to be a great Keyblade Master.


High up in the clouds in the floating city of Cloudsdale, Starlight, Aqua, and Rainbow Dash began guiding Twilight's class through the city streets to the weather factory. Of all the students, the Young Six were also taking part in the field trip, though Yona and a couple of other earth ponies or unicorns in the class were a bit anxious to travel on clouds. Luckily, with the cloud walking spell Starlight and Aqua cast on the non-pegasi, they assured them that it was safe for them to walk on the clouds. Aqua even tested it out to show them that they don't have to worry about falling through.

As Rainbow began to talk about the weather factory and what it does for Equestria, the Young Six were more interested in seeing Yona and Sandbar be able to walk on the clouds. "Wow. I've never really stood on a cloud before," Ocellus said to herself. "It's so light and fluffy. Like a marshmallow. Or a pillow."

"And super bouncy!" Silverstream giggled as she hopped up and down on the clouds like a trampoline. "I've always been so fascinated with the ground, I almost forgot about clouds!"

"I don't even know how pegasi are able to walk on these things," Smolder said, though she didn't complain seeing how cushy clouds were under her feet.

"Pegasi have an innate magic within them that allows them to manipulate the weather, including cloud walking," Aqua explained. "Like unicorns with simple spells like telekinesis and earth ponies when they tend to the ground below. Some other species like griffons also have the ability to stand on clouds due to the climate they live in, though their innate magical capabilities only let them stand on clouds."

Yona gulped, staying as close to the center of the cloud as possible, absolutely terrified being so high up. "Hey, Yona, come check out the view," Gallus called out. "Unless you're too scared."

Yona huffed, glaring daggers at the impish griffon teasing her. "Yona not scared." Though hesitant, her yak pride was on the line as she took a step toward Gallus and the edge of the cloud. Suddenly, her hoof quickly stomped through the cloud, as well as the rest of her as she left a wide gap in the cloud and fell to the ground, startling everyone. "YONA SCAAAAAAAAARED!!!!!!!!"

"Yona!" Aqua began channeling magic in her horn to grab the yak, only to strain her mind as her aura suddenly fizzled out. Starlight tried to help as well, but her horn sputtered and fizzled out just like Aqua's. "W-What in the world is going on with my-AHH!"

Aqua dropped through the cloud, followed by Starlight, Sandbar, and the other non-flying students. The non-pegasi flapped their wings as they were also startled by feeling their own feet begin to sleep past the clouds, neither having any idea what just happened.

"Quick, everyone grab them!" Rainbow ordered.

The flyers all swooped down to help save the falling yak and ponies. As the non-flyers fell, Aqua tried to use her magic again, but it no longer seemed to activate. Frustrated at the odd phenomenon, she held out her hoof, able to summon her Keyblade just fine.

"Well, at least this hasn't mysteriously faded!" she said. Looking around, watching the other students falling as Rainbow Dash led the flyers to help rescue the others, she dove down to help rescue Yona. Flinging her Keyblade far in the distance, it transformed into her glider and raced toward her and Yona. "Hold on, Yona! I've got you!"

The glider swooped down beneath the two, catching the screaming yak on the wide, bow-shaped handlebars, Aqua landing on top of her. Slowly hovering the craft down, Aqua looked up, thankfully watching the other students and Starlight getting rescued by their winged classmates and Rainbow Dash. Once they all touched down safely to the ground, Yona immediately rolled off the glider and began kissing the ground, grateful to be back on something solid after such a scare.

"Oh man. That was way too close," Sandbar said, helped back down by Gallus. He ran over to Yona, worried sick after seeing her fall through the cloud so abruptly. "Yona, are you ok?"

"No! Yona not ok!" Yona exclaimed. "Yona no like clouds! Yona stay on ground forever!"

"But I thought you liked flying," Ocellus said after carefully lowering a student she rescued.

"Flying, not falling!" Yona corrected angrily.

"Uhh, not sure if we should be afraid of falling from high heights," Smolder said. "Our other masters don't fly, but they can make safe landings easily. Heck, I was in a world where I was a toy with fake wings, and I managed to fall with style just fine."

Once everyone was safe and sound, Rainbow Dash lowering Starlight to the ground, they both ran over to Aqua. "What in the hay just happened!?" Rainbow asked.

Aqua and Starlight looked at each other, then to their horns. "I...I don't know," Starlight said. "It's like our spell just...stopped working."

"Did you cast it wrong?" Silverstream asked.

"No. Starlight and I are highly mastered spellcasters," Aqua said. "Somehow, our magic is completely gone." She tried to light up her horn just to simply illuminate it, but only a few fizzled sparks remained until her unicorn magic gave out. Though she's still able to use her Keyblade, Aqua aimed it up high and cast a small Fire spell, watching it shoot out from her Keyblade and explode in a small burst of flames above them. "I can still use my Keyblade...which means something must be happening to Equestrian magic."

"Is it effecting every unicorn, or is it just us two?" Starlight questioned.

"I don't know, but we need to head back to Ponyville," Aqua said.


Back in Ponyville, Aqua alerted the other wielders about the dire situation and ordered to have an immediate meeting at the Castle of Friendship. She was vague on the details, but if it was this important, she didn't want anyone around the others to panic if they found out. Sora, Kairi, Twilight, and Cozy Glow hurried out of the school and made their way to the castle.

"Of course, the moment we get back, something terrible has to happen," Sora said.

"I think you bring trouble with you no matter where you go, Sora," Kairi teased.

"You're also part of it!" Sora playfully argued back.

As they reached the entrance, Lea managed to catch up with them, looking a little irritated. "Hey, guys! You know what's going on!?" he called out. "I know Aqua's calling a little hero meeting, but before that, something weird was going on with my magic. I was showing off some neat tricks to Axle with my chakrams, but while I was spinning them around, my horn just fizzled out and dropped them. I almost caught the grass on fire and managed to put it out before it set the rest of Sweet's yard ablaze!"

"Did you use too much of it?" Twilight asked.

"I was levitating them. When Yen Sid brought me here for the first time, he said that levitation is one of the basic spells unicorns learn," Lea stated. "The only time I felt mentally exhausted was when I went all out with rage against Isa."

"That's odd," Kairi said. They approached the front door as Kairi flicked her head to open them with her magic, but failing to notice her magic had also failed, she walked forward and bumped her snout against the door. "Ow! Huh? What the...?"

"Uhh, Kairi, hon, you have to open the door to walk in, remember?" Sora teased, earning a stern glare from her.

"I tried to flick it open with my magic," she grumbled. Confused, Kairi tried to open the doors again, but her aura fizzle out. "What is going on?"

"See!? That's the exact same thing that happened to me!" Lea exclaimed.

"Maybe you two are using your magic wrong?" Twilight suggested.

"Oh, if you think it's so easy, you open the doors, then," Lea complained.

Twilight grumbled and used her magic to push open the doors. Confused as her magic failed to activate, she strained her horn, but just like Lea and Kairi's magic, all it did was sputter and spark her pink aura until it faded out.

"Huh? Why is my magic failing?" Twilight questioned, confused.

"Maybe you're using your magic wrong," Lea repeated to the lavender alicorn.

Twilight grumbled, getting what Lea and Kairi were talking about, though this sudden loss of their magic was beginning to grow concerning. "At least the door's not locked with magic," Sora said, pushing open the doors and headed toward the throne room. "Let's wait for the others, then figure out what's going on with the random missing magic mystery."

Wondering just what was going on, Twilight, Lea, Kairi, and Cozy Glow followed Sora and waited for the others. Within moments, the rest of the gang had arrived, even the rest of the Mane Six and Spike, with a whining Rarity on their heels.

"Somepony tell me what's happened to my magic!" Rarity bawled. "I had to coif my tail with my own hooves...and it looks hideous!"

Rarity showed off her tail, which looks barely curly like her favorite style and was ragged mess of tangles and knots, the brush she used to straighten and curl them caught in some of those tangles. "Yikes," Ventus mumbled.

"Back near Cloudsdale, the cloud-walking spell suddenly got cut off," Aqua explained. "Starlight, our grounded or non-pegasus students, and myself just suddenly fell through the cloud without warning. Not even our other spells worked to try to solve the situation." She summoned her Keyblade, laying her weapon on the crystal map. "I'm still able to use my own Keyblade magic, but by some mysterious force, unicorn magic seems to be fading away."

"Our magic was failing us, too," Kairi mentioned as she pointed to Twilight.

"What's even causing this in the first place?" Riku asked.

"I don't know, but something must be," Aqua mumbled.

"Umm, didn't we learn in class about a creature that eats magic?" Cozy Glow chimed in.

Only one such creature came to mind, making some of them gasp in shock. "Tirek?" Fluttershy asked.

"But how could he do this?" Twilight asked quizzically. "I made sure to lock his cell tightly with my Keyblade. Nopony else besides a Key bearer could release him." Suddenly, Spike started to gag, almost like he was going to let out a fire burp, but it just wouldn't come out. His cheeks puffed out as he grunted, trying his hardest to let out a belch that was a struggle in and of itself. "Spike? What's wrong!?"

Thankfully, Spike managed to let it out as Terra gave him a hard enough pat on the back. Green flames spewed out, along with a scroll that was delivered via his magic dragon fire.

"Ugh. Thanks, Terra," Spike said. "Never had a letter get stuck like that before. Better than feeling indigested when Princess Celestia sent all those friendship letters back to Twilight when Discord was freed."

Terra picked up the scroll and unrolled it, reading the important message Celestia sent them. "She's calling us to an emergency meeting in Canterlot," he said. "And I think we all know why."

Everyone nodded, needing to get to Canterlot Castle as soon as possible.


After an anxious train ride from Ponyville to Canterlot, the Mane Six, Starlight, Spike, and Keyblade wielders raced to the castle and hurried straight to the throne room. Cozy Glow volunteered to stay and try to keep everyone in town from panicking if the other unicorns found out what happened to their loss of magic. Inside the massive room, Celestia and Luna were at their thrones waiting for them, along with Cadence.

"Thank you all for coming as soon as possible," Celestia said. "Throughout the city, ponies have been reporting tales of their magic failing: spells going wrong, potions not working."

"Even raising the sun and moon have become quite difficult for the two of us to handle," Luna added. "Are there any similar troubles in Ponyville."

"We experienced them, with near deadly results on a class trip to Cloudsdale," Starlight said.

"It's even been happening in the Crystal Empire," Cadence said. "The Crystal Heart seems safe for now, but I worry if this continues."

The large double doors to the throne room suddenly opened as a mail courier rushed in, temporarily interrupting the meeting. "L-Letter to the princesses, by Star Swirl the Bearded!" he announced, panting heavily with the specially important message he had to deliver immediately.

Spike took the scroll the pegasus stallion held out, then took his leave. Spike hovered over to Celestia and Luna and opened the scroll for them. Thankfully, Star Swirl's writing had improved from his Old Ponish chicken scratch, but the news he had to give startled both sisters.

"This is far worse than we feared," Celestia said. "Magic is disappearing all across Equestria!"

The unsettling news made the group gasp. "I had a hunch it was happening throughout the world," Aqua said.

"Star Swirl believes that the power will drain from our world in three days," Celestia continued. "First, unicorn magic and spells will fail."

"That's what's happening now!" Starlight said.

"The only magic still around at the moment is Keyblade magic," Aqua stated. "Since it's a magic source beyond Equestria's, it's still around."

"On the second day, creatures will lose their magical abilities," Celestia stated, shocking Fluttershy as the many creatures who rely on their magic for survival could be in danger. "And finally, magical artifacts will stop working. When the sun sets on the third day, the magic in our world will be gone forever!"

"Forever?" Xion began to worry. Though her body was crafted through Equestrian magic, she was fine to travel to different worlds. However, despite her body being a construct of a failed ploy by Chrysalis, she was afraid that her body would be affected when magical artifacts will no longer function when day three comes around. "...What about me?" Everyone looked at Xion as she began to tremble. "My body...was made with Equestrian magic...Would I...Would I die if there's no more magic left?"

That thought left the whole room silent, neither of them pondering the unfortunate circumstance if they can't figure out how to get Equestria's magic back in time. Xion was already afraid of being forgotten forever, and she was deathly afraid of being lost again after being freed from any restraints as a "heartless puppet". Sora placed his wing over the scared Nobody's withers.

"We'll get Equestria's magic back before it's truly gone," he promised. "If Tirek is behind all this by having some mysterious accomplice we weren't aware of, we'll beat the answers out of him before day three even comes around."

"He's right," Twilight agreed. "We'll go to Tartarus and interrogate him."

"Oh, no-no-no-no-no, Twilight!" Rarity interjected. "You are not going to go off by yourself to...Wait, did you say 'we'?"

"Of course," Twilight said. "I know I can't do everything on my own, and it's ok to count on your friends for help...You all wanted to come, right?"

"Hay yeah, we do!" Rainbow cheered, Fluttershy, Applejack, and Pinkie nodding in agreement.

"Well, not all of us should go," Terra said. "Just in case something happens in Ponyville, one of us should go with the girls while the rest of us stays." He looked over at Xion as Sora was trying to comfort her as best as he can. "And, in case something goes wrong, Xion will have to stay in The Land of Departure until we resolve this."

"And seal off the portal if the loss of magic can seep through the portals," Aqua added. "It might not work, but for Xion, it's the only chance we have if Ienzo hasn't finished creating her new vessel yet."

Xion nodded, hoping she wouldn't fade away again, though feeling helpless if she couldn't help the others. Lea approached her and hugged her, the Nobody immediately hugging him tightly, refusing to let go.

"We'll make sure you're never lost to us again," he promised. "I'll update you on our fancy new communicators, or if you need to talk to me, I'll be listening. Got it memorized?"

"Mhmm," Xion mumbled.

After Xion calmed down, the group began to make their way back to Ponyville to prepare the Mane Six and another wielder to go with them. They all agreed Sora was the best candidate since he had been around Tartarus before as it was also connected to Olympus's Underworld. Knowing the negative outcomes the Underworld could affect the living, he was well protected by the negative effects thanks to the power of the Olympus Stone he, Donald, and Goofy used in their lest trek through the Underworld.


Once back in Ponyville, everyone gathered at the school, bumping into Donald and Goofy as they were going around helping the school at the time. As glad as they were to see Sora and Kairi again after their honeymoon, when they heard the horrible news about Equestria's magic disappearing, they were on board to help fix the problem.

"Sora's not going anywhere without us!" Donald said. "Especially back in the Underworld where Hades lives!"

"Right! All for one, and one for all!" Goofy cheered with a chuckle.

"Wouldn't have it any other way!" Sora said.

Twilight was busy detailing instructions for Starlight and leaving all her preplanned lessons for the next couple days while they were gone. Despite fretting if her students would be alright, Starlight assured the nervous Princess of Friendship she's got it covered with the rest of the wielders. Xion had gone through the portal to The Land of Departure as soon as they returned, and once she was through, Aqua cut the power to keep what lingering magic from Equestria in the other world.

With the traveling group all packed up for the trek to the massive gates to Tartarus, Cozy Glow flittered up to everyone, pulling a small cart with several paper lunch bags. Each one was marked with their respective pony's cutie mark, or for Donald and Goofy, their staff and shield.

"Here you all go!" Cozy said. "I made sandwiches for everypony, and I marked whose is whose just in case."

"Well, that's sweet of you, Cozy, but not all of us are going," Sora said. Cozy's grin dropped as she looked at him. "I know you put a lot of work into helping pack us some lunch, but we all can't leave the school unattended. I'm going along with the girls, along with Donald, Goofy, and Spike, and Xion's back in The Land of Departure until we save Equestria's magic."

"...Oh," Cozy mumbled, disappointed. "I just thought that what happened last time with Discord..."

"Eh, Starlight can run this school by herself after dealing with Discord," Spike said. "But, there are Heartless and Nobodies that could attack and take advantage of the situation."

"And you're still not old enough to handle an invasion if one should come," Aqua added.

The filly seemed upset, though why she had expected to run the whole school with none of the other teachers or wielders managing it made Terra and Riku feel a bit suspicious of her odd behavior. Riku had also just noticed that Cozy Glow was wearing Sora's necklace, unsure why he gave her an accessory he's never taken off since he got it nearly a decade ago.

"Hey, no need to be upset, Cozy," Sora assured. "You can still assist at the school with the others and make even more friends."

Perking up a bit, Cozy Glow's infectious grin returned. "Golly, you're right, Sora," she said. "I'll be the best assistant ever!"

"I know you will," Sora said, ruffling Cozy's curly mane.

The filly excitedly skipped off to Starlight, dragging her off to help make plans for her as temporary headmare again. With preparations set, and sandwiches by Cozy Glow to eat on the road, Sora led the way with the Mane Six, Donald, and Goofy to the gates of Tartarus. After they left, the other wielders split up to make sure the school was ok as the day was nearly over. Riku tagged along with Kairi as they walked through the halls while the sun and moon were both shakily rising and falling to change the time of day.

"So, why is Cozy Glow wearing Sora's necklace?" Riku asked. "Since he got that for his tenth birthday, he's never taken that thing off."

"I was surprised when he gave it to her," Kairi said. "He gave it to her as a little present, and a symbol of him announcing her as his successor."

"His successor?" Riku gawked in surprise. "I mean, Cozy does have a lot of potential, but she's still just a kid."

"I know, but you should have seen how happy she was. After what she went through, she really wants to try her best and do everything she can," she said with a giggle. "That and, you know Sora. He's got such a soft spot for her."

"Uh huh," Riku mumbled. "Speaking of, didn't you think it was weird how she made food for all of us? Like she expected every single one of us was gonna go off to save the world from this crisis."

Kairi stopped, realizing that it was a bit weird. "...Yeah. Although, even if we all left, nothing bad happened around town in our absence."

"And, call me crazy, but when she mentioned that wild goose chase Discord made us go on, she almost sounded disappointed that she wasn't going to run the whole school by herself," Riku added. "A filly her age, thinking she could be in charge of such an important institution in education, all on her own..."

"What are you trying to say, Riku?" Kairi asked.

Before he could answer, they thought they heard someone grunt in pain around the corner of the hall they were walking down. Cautiously, they approached the corner, Keyblades at the ready, wondering if there was an intruder, like a Heartless or someone from the Organization. Riku peeked around the hall, his eyes growing wide when he saw Terra and Ventus knocked unconscious. No one else was in the hall as he launched himself around, looking for any sign of the attacker.

"Show yourself, coward!" Riku called out, hoping to goad the mystery intruder. Without warning, he heard a magic blast and Kairi yelling as she was flung into the wall, blacking out from the impact and whatever struck her. "Kairi!" Quickly turning and flying toward the assailant, he barely turned the corner when he felt something clock him hard in the back of the head. He stumbled and rolled, smacking his head into the wall that dazed him even further, his vision blurry and on the verge of blacking out. His limbs failed him as what struck him before was also making him lose consciousness. Rolling around, his glazed eyes stared at the culprit looming over him. "...Y-You...? W...Why...?"

His vision faded to black as he slumped to the ground. The attacker made sure the pegasus was unconscious, then began to drag him, Kairi, Terra, and Ventus away.


The next morning, all the students at the School of Friendship gathered in the main lobby. They all received letter to report to the lobby for an important announcement. What it was about, the note was incredibly vague, though some of them who were part of the botched Cloudsdale field trip believed it had something to do with the mysterious magic disappearance. The Young Six knew their teachers were going to investigate the problem and solve it in no time, and Starlight as the temporary headmare wasn't so bad aside from Discord's meddling.

However, to their surprise, Cozy Glow flew up to the podium, with no sign of Starlight Glimmer, or any of the other substitute teachers. "Good morning, friendship students!" the filly greeted. "I know we're all sad that Professor Sparkle is away. But don't worry, because she left me in charge to do things just the way she wanted."

Confused, the student body muttered to each other about the surprisingly odd plan Twilight had made. "Uh, I thought Starlight Glimmer was going to be temporary headmare," Gallus called out.

"She was, but she left me this note." Cozy pulled out a piece of paper and set it down on the podium. "'I have to go. Twilight needs my help. I know the school is in good hooves with you, Cozy.'" The filly giggled her bubbly laugh, though Starlight decision to leave someone like Cozy Glow in charge was a bit too irresponsible. Even though they all knew Cozy Glow was a big help around the school, she was only a little filly. "Isn't that sweet of her? But we won't let Starlight down, will we?"

Despite the odd choice, the other students didn't want to let down Starlight or Twilight and agreed, but the Young Six are still skeptical. "Isn't that just weird?" Smolder questioned, getting everyone's attention, including Cozy Glow. "Why did Starlight Glimmer change her mind when she ran the school ok a few days ago? Why did she write a note instead of telling us in person? And what about the other subs? Where are they right now?"

Her questions started to get the other students' a bit concerned. They've seen the wielders around helping teach or provide counseling, so their lack of attendance was also a bit concerning. Among the crowd, Axle Beam and Sweet Delight were a little confused by this important meeting, and there was no sign of Lea. Even with all these questions, Cozy Glow only giggled, providing everyone with the answers the dragoness requested.

"Our other teachers being strong warriors had to go to the far north to handle some mean monsters that began appearing in the winter tundra, and it's a big, BIG group of them," Cozy explained. She flew down to Smolder, booping her snout with her hoof. "Also, Smolder, we're not scheming dragons. We're ponies. Sounds like somecreature needs to do a little extra friendship homework."

The students around the Young Six laughed, aggravating Smolder as she snorted steam through her nostrils. "Yak not pony either!" Yona exclaimed. "If Smolder get homework, Yona get homework."

Ocellus, Silverstream, and Sandbar joined in with Yona for the somewhat unfair punishment, backing up their dragon friend like true friends. Gallus, however, was quiet, not wanting to get any extra homework on top of their training and other studies, but the looks on his friends' faces made him groan and, in his disgruntlement, join the club and stick together.

"Well, that's true loyalty right there," Cozy said. "Professor Rainbow Dash would be so proud. You are such good friends." The Young Six didn't appreciate the comment, especially after the last time the filly accidentally stuck a wedge between their friendship a month ago with their differences. "You all are, and I'm grateful, because it would be awfully hard running a whole school alone. Can I count on each of you to help me?" Instantly, the other students all cheered in agreement, a school of friendship able to run more smoothly with everyone working together, whether they be teachers or students. "Thank you so much! It's just like our professors taught us. Together, we can do anything!"

Everyone soon split up to their respective classes, finding the idea of learning and teaching friendship among each other as a great study method to get to know more about their fellow classmates all the more. Gallus huffed bitterly at the extra work they had to do, and they were ordered to do so by a little filly who claimed to be in charge.

"Great. I wanted to avoid more classwork," the griffon grumbled.

"Well...we can do a study club," Silverstream suggested. "Or we can turn it into a party to make it more fun!"

"I'd rather go through an hour of rigorous training exercises with Master Aqua," Smolder scowled. "And why would all of our masters have to leave to take care of a bunch of Heartless in the world? It can't be that bad, can it?"

"Maybe we can try to check the Cutie Map after school ends to see where they are?" Ocellus asked.

"Not if we've got extra friendship homework to do," Sandbar said. "I'm sure they'll be back in an hour or two and manage the school again."

"Maybe we no have Keyblade training today, too," Yona said.

The Young Six soon headed off to their classes for the day, hoping things will go back to normal when their mentors return. Sweet Delight hummed curiously, finding it odd that Lea would go and help save the world from Heartless without giving her any warning where he would be. Then again, if it was an emergency that depended on the world's safety, she would understand him being in a rush.

"Maybe he got a bit lazy and took a morning nap in his office," she pondered. "I think his other friends could manage them if he could on his own, right?" Axle nodded, wondering where his idol could have gone after yesterday when his magic failed and accidentally caught their front yard on fire. Mother and son walked through the halls and reached the fiery stallion's office. They opened the door, but there was no sign of the stallion. It was neat and spotless, which was strange considering Lea, while able to be a responsible counselor for the school and can relate with some of the teenagers to ask for guidance, there were a couple things he failed to keep tidy while he was present. "...Ok. So, he's not here after all."

*Is he afraid you'll be mad at him for almost setting the yard on fire?* Axle asked.

"Oh, no, sweetheart, I'm not mad about that," Sweet assured. "I noticed the burnt grass, which was a bit alarming, but hearing around town that unicorns were losing their magic yesterday, I know it was an accident. But this sudden loss of magic is a little concerning if it's happening worldwide. Maybe he and his friends are actually searching for a way to bring the magic back."

Axle tapped his muzzle, having a gut feeling that there was something more that was going on. He didn't have much time to ponder on it as his mother nudged him along, reminding him he does have class despite many of the staff are out to rescue Equestria.


The path from Ponyville to Tartarus took a bit more time than Sora expected. With magic disappearing and accompanied by a few members of their group to reach the giant doors to Equestria's Underworld who couldn't fly, it would have been rough trying to fit everyone on just two gliders. Yesterday, most of the day was wasted with the loss of unicorn magic being discovered and the impending doom of Equestria's magic being permanently gone forever. They did take a brief moment to rest last night and continued moving forward, not sparing any time as the second day was already halfway over, which meant magical abilities were going to disappear.

The group walked through a craggy canyon pathway, clouds beginning to roll in as it looked like it would rain. With the damp environment and foliage, they were harassed by a swarm of fly-ders as they flew in their face and tried biting them.

"Ahh, not again with these fly-ders!" Donald complained, swatting them away with his claw. One landed on his beak, swatting his claw into his beak to squish it, but he missed and only hurt his bill. "Doh! Why you-!"

Several more swarmed the griffon mage's face, aggravating Donald as he squawked angrily and flailed his arms around to shoo them away. "Probably should have thought of bringing some bug spray," Sora commented, smacking away the fly-ders buzzing around him.

Rarity whined as she was swarmed as well, unable to shoo them off with her hooves. "I miss my magic," the unicorn whimpered.

"Maybe you should try swatting them with your tail," Goofy suggested.

"Are you insane!? My tail is for decorative purposes only!" Rarity exclaimed.

Pinkie looked through her bags, feeling a bit peckish, only to grimace as she spotted something odd. "Hey, I don't remember packing any green cupcakes."

She pulled out the cupcake, but what everyone saw was the grossest thing Pinkie ever pulled out of her bag. It was a cupcake, but it was green because of the mold growing from it. Sora grimaced at the spoiled pastry, reminding him of the horrible cupcakes she and Applejack baked when the farm mare was sleep deprived during apple bucking season.

"Ugh! Pinkie, that cupcake's gone bad! Toss it!" Sora exclaimed. Pinkie shrugged, and she did toss it, though up in the air. She opened her mouth to catch it, but Sora quickly clasped her jaw shut and grabbed the moldy cupcake. "Not in your mouth! I'm not going to see another epidemic with baked bads!"

Sora grunted and threw the pastry, many of the hungry fly-ders zipping off to feed on the moldy mini cake. "I guess without magic to keep our food stored, they're starting to go bad," Fluttershy said.

"We don't even need magic for a hike," Rainbow said.

Thunder began to roll in, and the group was suddenly drenched as the clouds began pouring down rain. "...You were saying, Rainbow Dash?" Rarity grumbled.

"Gawrsh. Heavy showers in this part of Equestria," Goofy said, lifting his shield over himself to use as a makeshift umbrella.

"And I just got my tail all curled up exactly how I wanted it!" Rarity exclaimed.

Sora glanced up at the pouring rain clouds, spotting a good chunk of clouds that were dry between the rain clouds. Flying up, he grabbed a sizeable amount, then flew back down to use as cover for everyone.

"At least I can still move the clouds," Sora said. "Since day two involved magical abilities, I don't think Rainbow Dash and I could kick away all these clouds."

"Great. We'll be dry, but these stupid fly-ders are still going to bite us," Rarity said.

"Ya just gotta think like earth ponies," Applejack said. Digging into her bags, pulling out a jar filled with a thick, brown gunk with some bits of old, fermented apples inside. "Granny's 'Apple Core, No Bite, No More'. This should help keep them flyders off us."

Applejack opened the jar, releasing a semi foul odor that made most of the group gag. "Egh. It smells as bad as it looks," Pinkie commented, taking a small glob and began rubbing it along her face.

As the others did the same, Fluttershy spotted a blueberry bush nearby. "And we can forage for food, like those blueberries if our food supply's spoiled."

Sora pulled out his lunch bag Cozy Glow made for him from his pouch, looking inside to smell the sandwiches inside had gone bad. "Aww. Cozy's sandwiches got spoiled, too. We were in such a rush to get to the gates of Tartarus, I completely forgot about them."

"Berries and edible roots it is, then," Donald said. "And more food for the pesky bugs."

Everyone wholeheartedly agreed, tossing out their sandwiches to join Pinkie's moldy cupcake to feed the pests and help keep them at bay. "I think we have all the magic we need," Twilight said.

"Just like when we went to find help when the Storm King invaded?" Sora asked Twilight with a sly grin.

"Eheheh. I realize that now," Twilight said. "But, to be fair, I'd like to have our magic back soon. It was weird when I had no magic as a human and had to use hands to grip and lift things."

"Hey, this kind of roughing it in the wilderness is a normal thing for us!" Sora said as he gestured to himself, Donald, and Goofy. His two cohorts nodded and voiced their agreements. "Maybe...no magic in the world might be a good thing?"

"Sora!" the Equestrians scolded, making him wince and laugh sheepishly.

"I-I was just kidding! I'm all for saving the world's magic before it disappears forever!" Sora backpedaled. Grabbing the cloud, hovered as he kept it over their heads. "Let's keep going! We're wasting daylight!"

"Yeah, that's what we thought, mister!" Pinkie exclaimed.

The group continued onward, Sora keeping his mouth shut before he got himself in more trouble with the girls. They knew he was only joking, but neither pony nor baby dragon would be able to survive without their world's magic. Nearly everything functions on it, and if they don't get it back soon, their world could perish in a number of ways.


As it grew late in the evening, the students at the School of Friendship had taken late classes due to Cozy Glow's friendship lesson plans. Everyone was ecstatic by the overly generous gifts Cozy gave to everyone. Though a majority of the student body praised Cozy for being a much better headmare than Twilight or Starlight, Sandbar was getting a bit annoyed hearing everyone's comments as he passed them, getting his books for his study sleepover with his friends in the library. Cozy made cupcakes for everyone, friendship bracelets, and somehow managed to get every single student tickets to Sapphire Shores' concert this evening. His friends weren't able to go, so why would Sandbar even bother after she practically punished the non ponies for questioning what was going on with their actual teachers.

Sandbar reached the library, letting out a tired sigh as he made his way to his friends in a corner of the library. "Hey, Sandbar! You made it!" Silverstream cheered. "We thought you forgot."

"Sorry. Cozy gave my class tickets to a Sapphire Shores concert," Sandbar said.

"Anyone get the feeling Cozy Glow's trying too hard to make everyone like her?" Gallus questioned.

"Maybe she's helping us keep our minds off of how scary it is that magic's disappearing," Ocellus theorized.

"I'm starting to not trust that little runt," Smolder grumbled. "What's she up to behind those big eyes and bouncy curls?"

As the Young Six sat in silence, pondering what Cozy Glow was up to, they heard a light clatter coming from behind the bookshelves they grouped up near. Curious, they peeked through the gaps in the books, spotting Cozy Glow flying out from the grate the six wielders went down and were tested by the Tree of Harmony. The filly hummed quietly to herself, setting the grate back in place with a firefly lantern in her hooves as a source of light while she was underground. She then flew off, barely noticing the Young Six hiding and watching her exit the caverns beneath the school.

"Why was little Cozy pony down in catacombs so late?" Yona asked.

"She must be up to something," Gallus mumbled. "Let's tail her."

The others nodded and quietly followed Cozy Glow.


The rain finally cleared as Sora, Spike, and the Mane Six finally arrived at the entrance to Tartarus. Unlike the last time Sora was down here with Kairi when they brought Cerberus back, the gateway was closed shut. The large doors had red markings on it, along with a blue diamond-shaped recess near the bottom, where it looked like a certain type of key was meant to be inserted to unlock it. He didn't know what kind of key it needed since he and Kairi needed to head back to Ponyville to prevent a "disaster" Twilight's future self warned her about, though it seemed to be a seal that was meant to keep the imprisoned creatures in and others out.

"Well, the good news is that the seal on it is still present," Twilight said. "Did you lock it when you and Kairi were last here, Sora?"

"I know they closed behind us, so I guess Hades must have re-sealed it when we left after delivering his runaway three-headed dog," Sora said. "But I've never seen a lock like this."

"I thought Keyblades could unlock any kind of lock," Rainbow groaned.

Shrugging, Sora decided to give it a shot. Summoning the Kingdom Key, he aimed the Keyblade at the seal. He waited for the energy to build up, but nothing happened.

"Huh? It's not working," Sora uttered. "That indent should be a place for a keyhole."

"If I had my magic, I could try to unlock it that way," Twilight said. "But after yesterday's sunset, my alicorn magic is completely gone."

"Don't worry, guys. I've got this," Pinkie said. Everyone looked at her, the mare wearing a giant pizza slice costume, bouncing up to the gates and gave it a few hard knocks. "Pizza delivery!" she called out, pulling out a box of pizza from her saddlebags. Ignoring how she kept that, or if there really was a pizza inside that didn't get spoiled without magic to keep it stored properly, she didn't get a response. "Huh. That usually always works."

"Did anypony pack anything that could unlock this thing?" Applejack questioned.

Everyone looked in their bags, pulling out their traveling supplies, or random necessities in Rarity's case that weren't necessary. None of the mares, or even Spike's backpack, had anything that could help them unlock the gateway.

"Oh no. This is not good," Twilight worried. "We traveled all this way and lost so much time. How are we supposed to get anything out of Tirek if we can't get in!?"

"The only other way to get there is to travel to Olympus and get to Tarterus through the Underworld," Sora grumbled. They were already running out of time, and day three was coming closer. He dug his hoof in his pouch, wondering if there was something he had that could pry the gate open. He felt something odd, glancing down at his pouch curiously as he pulled out blue, cone-like jewel he didn't recall setting in his supplies. "What's this?"

Twilight looked at what Sora held out, gasping in awe as she grabbed the object in her hooves. "A Key of Unfettered Entrance!? Sora, when did you find this!?"

"I don't know," Sora shrugged. "I don't remember packing much, but I know I didn't put that in my pouch."

"Maybe Cozy Glow put it in there while you weren't looking," Goofy guessed. "She's been real helpful, and she must have figured we would have gotten stuck if we couldn't open the door to Tartarus."

"Real sneaky for a little filly," Donald chuckled. "Definitely taking after you, Sora."

"Huh. I didn't even feel her stuffing anything," Sora mumbled.

"Well, whatever happened, we have a way to get in," Twilight said, relieved. "This can open any door, just like a Keyblade can. And since magic within artifacts hasn't faded yet, this should work on this seal."

Twilight inserted the mystical artifact into the seal, unlocking the gates as the lock to it clicked open. The key shattered after it completed its duty, only able to be used once, but it didn't matter now that they could walk right in. They each stepped inside, Sora, Donald, and Goofy reverting back to their original forms as they crossed the threshold between Equestria and Olympus. Once everyone was inside, the gate behind them closed shut, startling everyone.

As they lingered in the Underworld, Twilight, Applejack, Rarity, Rainbow Dash, Pinkie Pie, Fluttershy, and Spike felt weaker, as if their energy was being slowly drained from them. "Ugh. I don't feel so good," Spike moaned.

"What's...happening?" Rainbow asked.

Sora, Donald, and Goofy looked at their Equestrian friends, almost forgetting about the negative effects of mortals wandering the Olympian Underworld. "Oh right. I forgot what this place does," Sora said.

"Being here in the Underworld, you feel a bit weaker," Donald explained. "We experienced it first hand when we wound up here the first time."

"But how come you three aren't exhausted like us?" Rarity asked.

"I guess we're still under the effects of the Olympus Stone after all these years," Goofy said. "Hey, Sora, do ya still have it on you?"

"Uhh...I think I might have given it back to Hercules after the whole Hades Cup tournament," Sora said.

Under the dim lighting, they could hear the sounds of hissing clucks nearby. Everyone looked in the direction of the odd sound, gasping in shock when they saw glowing red eyes coming from a cockatrice, a monstrous creature with the head of a chicken, but with a reptilian body with wings and a long, slithering tail.

"Cockatrice!" Twilight shrieked. "Shield your eyes or you'll turn to stone!"

Everyone quickly covered their eyes despite having gazed at the creature's petrifying gaze. Feeling nothing, they all peeked their their fingers or hooves, neither of them petrified, the cockatrice curled up and disappointed while trapped inside its cage.

"We're...fine?" Rainbow questioned.

"Unless we turned into rubbery stone," Pinkie randomly stated, tapping her own foreleg to test if her limb was rocky or fleshy.

"It's already been two days," Sora pondered. Looking around, he saw several other types of dangerous creatures that were locked up in Tartarus. Expecting them all to be aggressive while trapped in their cages, they all seemed miserable and frightened, as if sensing the magic beyond the gates was being drained. "I think these creatures have already lost whatever magical abilities they had. Like the cockatrice's stone gaze."

"Oh no. How awful," Fluttershy mumbled, feeling sorry for the poor things.

"Come on. We gotta get a move on," Donald said.

"Stick close to us in case we run into trouble," Goofy advised.

Sora led the group once more, the Equestrians sticking behind him while Donald and Goofy flanked them, their weapons at the ready in case they bumped into Heartless that might be lurking about.


Cozy skipped down the hall after setting her lantern aside for later. As she rounded the corner, the Young Six peeked around the corner, keeping quiet and following her without getting detected. They watched her skip a bit further and turn to Twilight's office, letting herself in. The young wielders crept up to the door, peeking through the crack as they watched her approach the alicorn's desk. Just as Cozy hovered up to sit in the chair, it turned around, revealing Chancellor Neighsay having made himself comfortable in Twilight's seat, sneering at Cozy Glow with a disapproving leer. The Young Six and Cozy were surprised to see the unicorn stallion here in the middle of the night, and he was definitely in a foul mood.

"Where is Princess Twilight!?" Neighsay demanded.

Startled by the chancellor's sudden arrival, Cozy tried to put on a cute smile to not make him upset. "Oh, golly. She's away on a quest with all our teachers," she said. "I'm watching the school for her."

"Magic is failing across our land, and she left a FOAL in charge of the facility?" Neighsay questioned. "And where are the other non-pony Keyblade wielders? Have they all left on a meddlesome adventure in this time of crisis?"

"Yes, sir!" Cozy answered with positive enthusiasm. "Is there anything I can do for you?"

"That won't be necessary. Twilight's folly stops here." Neighsay stood up and looked down at the filly. "As of now, I am the headstallion. And I have quite a few changes to make around here." As Neighsay went through Twilight's desk drawers, he didn't see the irritated scowl on Cozy's face. The Young Six watched with deep concern, watching the EEA chancellor rummaging through Twilight's belongings, pulling out five specific student files; files detailing the records of Gallus, Ocellus, Silverstream, Smolder, and Yona, the non-ponies he did not want soiling Equestria's educational system. "Starting with expelling and deporting these five creatures back to where they belong."

Sliding them off the desk, they landed in the trash can nearby. "Hey, what are you doing!? Those are Twilight's student files!" Cozy exclaimed angrily.

"Not anymore," Neighsay growled. "With Equestria under attack, we ponies must stand together. Twilight and the outsiders have endangered all of us by skipping off on friendship trips while these dangerous creatures run loose!"

"You don't think THEY'RE the reason magic is disappearing, do you?" Cozy asked in shock.

"Yes, and I came to warn Twilight," Neighsay said, ignorant of the spies hearing them as the Young Six were fuming at the older stallion's harsh accusations. "But since she, along with Aqua and the other humans gone, it falls to me to protect you foals from those monsters."

"Grgh! I am gonna clobber that stupid-!" Smolder was about to bust down the door and show him what a monster looks like, but the others shushed her and tried to hold her back.

Hearing the commotion outside, Neighsay and Cozy quickly glanced at the door. "What was that?" Stepping around the desk, Neighsay approached the door and slammed it open, knocking the Young Six back. "You again. I suspected as much."

"Hey, we didn't do anything to cause magic to disappear!" Gallus argued.

"Lie all you want, but your words have no matter in a pony-school," Neighsay said. "Just as nature intended."

"Ok, that is it!" Smolder roared. The others had enough as well, getting back up as they summoned their Keyblades. "You clearly know nothing about nature if you think ponies should be the only creatures to live in a magically dying world!"

"And you are using your Keyblades to attack ponies," Neighsay uttered. "I had warned them all this would happen."

"You brought this on yourself, you old coot!" Gallus exclaimed.

Barely phased by their threats, Neighsay quickly tapped his amulet. His artifact still held its magic power, casting an orange aura that began to flow into his horn. He unleashed a spell on the six wielders, shocking them all and forcing them to drop their Keyblades, making them all disappear in a flash of light. With them subdued, he then wrapped a magical chain around them, binding them all together, preventing their limbs from squeezing out.

"Just like your corrupted master, you fools fail to realize who is superior!" Neighsay said. "Now, tell me what you have been up to and where our magic has disappeared to!"

"W-We don't know!" Ocellus cried out.

"We know nothing about magic!" Yona said. "Yak and friends confused, too!"

Clearly getting nothing out of the Young Six, Neighsay wasn't going to bother with the teenagers. Activating his amulet again, he levitated the Young Six and carried them off to an empty room, tossing them inside and began to bind their mouths, not wanting to take any chances of them escaping with their Keyblades appearing in their mouths.

"Very well. Since neither of you refuse to explain your plot against Equestria and return the magic you stole, you will stay here while I summon your guardians to take you back home, where you belong," Neighsay said.

One by one, the Young Six tried to complain as the chancellor muzzled them, Cozy Glow watching from a distance all the while. Sandbar was last in line to get gagged, quickly trying to come up with a way to get them out of this. One thing he could do could wind up losing the trust of his friends, but as a pony, it was the only way he could make the chancellor believe he wasn't with them.

"W-Wait! You were right all along, Chancellor Neighsay!" Sandbar exclaimed just as Neighsay was about to place an ethereal muzzle on the young earth pony. "I realize how much trouble these 'creatures' could get me in. I didn't see it until now."

Shocked, the other teens gawked at Sandbar, their questions muffled by their sealed muzzles. "You do?" Neighsay asked curiously.

"Yeah. I don't want to be associated with creatures who threaten Equestria," Sandbar said.

Believing the teen, Neighsay used his amulet to free Sandbar from the chains, resealing it to keep the other students bound. "Wisely said, young colt." Sandbar got up, keeping a serious expression on his face, but deep down, he felt sick to his stomach even pretending to disown his friends. "And, as a Key bearer, you will only use your blade for ponykind only, correct?"

"Yeah. I must have been put under some kind of spell by those humans who tricked me," Sandbar said. Neighsay grinned, satisfied with the answer. The two left, Sandbar ignoring the hurt, angry cries coming from his friends. Keeping them tied by his ethereal chains, Neighsay continued to fix the problems Twilight left for Equestria with her friendship school, Cozy Glow following him to try to make him reconsider. Sandbar shut the door on his friends, walking in the opposite direction of the unicorn and pegasus filly. Once he was far enough away, Sandbar's expression softened, hating himself for doing such a horrible thing to his friends, but he had no other choice.

"I'm sorry, guys," he silently apologized. "I'll get you out of there. But I'm gonna need some backup and figure out what Cozy Glow's been up to first."

Sandbar left the school and ran off to find some assistance. The only ones he can think of who might help are three fillies who helped Cozy get into the school. Arriving at Sweet Apple Acres, he hoped the window he picked was Apple Bloom's room as he began chucking some apples at the glass. After a couple thuds, the filly woke up and went over to her window to investigate, opening it with a yawn in her half-asleep state.

"Sandbar?" Apple Bloom mumbled. "What are ya doin' here?"

"I need your help," Sandbar said, keeping his voice down to avoid waking the other members of the Apple family. "Chancellor Neighsay let himself in the school, and he's taking charge. He even locked up my friends with his magic amulet."

"Huh? That racist unicorn who got the school shut down?" Apple Bloom questioned. "But Ah thought that Cozy Glow was in charge."

As much as he wanted to tell the farm filly that Cozy Glow's been a bit suspicious the last couple days, knowing how close Apple Bloom and the other Crusaders were to her, he didn't want her to panic. "Not with the chancellor forcefully calling the shots. But I know you and the other Crusaders are friends of hers. If you can convince her to distract Neighsay while I save my friends, we might be able to kick him out before Professor Twilight and the others come back. Will you help me?"

"Do mulberries have seeds?" Apple Bloom asked. Sandbar tilted his head, not getting the odd response. Apple Bloom rolled her eyes and laughed. "That's a yes."

"Oh. Why not just say so?" Waiting on the ground, Apple Bloom closed her window and quietly made her way downstairs, meeting with Sandbar and racing off to recruit Sweetie Belle and Scootaloo.


Sora inspected the many cages of dangerous creatures, finding no sign of Tirek so far. Thankfully, no Heartless have appeared, otherwise they would have easily taken the hearts of these animals and made them into Heartless. He didn't really explore much of this section of the Underworld last time, but it seemed just as big as Olympus's side. A trio of low growls ahead of them startled the group, a familiar set that made Sora growl in annoyance.

"Please don't let that be who I think it is," Sora said. Ahead, they could see three pairs of red eyes leering down at them. With three loud barks, the figure leapt toward them, revealing the black-furred, three-headed canine guard of the Underworld as it landed with a loud thud in front of them. The three heads and snarled, eyeing Sora specifically. "Yup. Almost forgot about you, you mangy mongrel."

"This is what Cerberus looks like in this world!?" Twilight exclaimed.

"I don't know which version of it is scarier!" Pinkie shrieked. "Everypony panic!"

Sora was about to fight Cerberus off, but Fluttershy flew over the group and up to the three-headed dog, confusing the wielder. "Excuse us, Mr. Cerberus. We're just looking for somepony." All three heads let out a confused whine, each one looking at each other as they were baffled by the small pegasus politely talking to them. "I know you're just doing your duty protecting the Underworld, and we don't want to be a bother."

"Uhh, Fluttershy, I'm not sure if you're able to reason with Cerberus," Sora called out nervously.

"You do such a good job guarding all the bad creatures from escaping," Fluttershy cooed, which surprisingly worked on the massive dog. She was petting their snouts and scratching their chins, seeing them actually grinning with their tail wagging as they were getting some much, long-needed attention. Sora, Donald, and Goofy couldn't believe their eyes, never thinking Cerberus could be so easily tamed. "Who's a good boy? You three are! Yes you are!"

"...Ok. That's...the creepiest thing I've ever had to see down here," Sora said.

"I guess Fluttershy really can tame just about any other creature," Goofy said.

With the giant pooch distracted, giving Fluttershy slobbery licks while she gave each head an equal amount of attention, the others snuck around Cerberus and continued their search for Tirek. Up on a small hill with natural stairs leading up to a flat summit, the found the lone cage containing the magic-stealing centaur. They climbed the steps and were greeted by Tirek, appearing to have been waiting for them to come to Tarterus to see him.

"Well, well, well. The Princess of Friendship and the hero of Equestria with all their little friends," Tirek snidely said. "To what do I owe the pleasure of your visit?"

"We want answers, Tirek," Twilight demanded. "Magic is disappearing from Equestria."

"I know," the old centaur said. "What a waste of such-" He began licking his lips, practically starving for another taste of Equestrian magic despite already knowing that it was going to disappear. "-delicious power."

He made the mistake of getting too close to the bars. Sora swiftly grabbed Tirek's beard, yanking his head forward, passing it through the bars while his shoulders remained locked between them as he groaned.

"We're not playing any of your games, Tirek," Sora said. "You got the best of us with all that power you stole, but in the state you're in, I could knock you around this cage like a rubber ball." He let go, letting Tirek go as he sent the centaur falling on his back. "You have no way of escaping this cell without the Keyblade's power freeing you. Where's the magic going, and how were you able to do it from within this realm?"

Tirek rubbed his chin, ignoring the manhandling as he chuckled darkly. "I may know something about what's happening out there," he said. "But, my memory's a little fuzzy, being as old as I am. Perhaps if you let me out, that'll jog my memory."

"How about I turn you into a frozen statue while you're stuck inside this cell?" Sora offered, not giving the centaur an inch. "You have no right to be bargaining with us while you're still a prisoner."

"And besides, we're stuck here, too," Rainbow added. "We don't have any other magical key that can get us out of here."

"Oh? So your Keyblade doesn't naturally work on the gates of Tartarus? What a pity," Tirek mocked.

"You knew the Keyblade wouldn't work?" Twilight questioned.

"So, we're really trapped here along with Tirek?" Spike asked nervously.

Tirek laughed, standing back up as he grinned mischievously at them. "Even if I can't get what I desire, I still get my revenge on you lot," he said. "It seemed my little protégé's plan is coming to a complete success."

"Protégé!?" everyone exclaimed, even Fluttershy as she lured Cerberus closer to hear the interrogation.

"I knew there was someone else pulling this off," Sora growled. Slamming his hands into the stone cell bars, he leered at Tirek. "Who is it!? Who's helping you do all this!?"

"We haven't met, but they stumbled upon a little note I scrawled, and with a little bit of magic, I got a response," Tirek said. "Each letter had a lot of questions about draining magic, and, I've also learned this pen pal of mine also has one of those Keyblades of yours."

Gasping in shock, the ponies looked at each other while Sora backed from the cage. "A Keyblade!?"

"And you answered their questions!?" Pinkie shrieked.

"Another Keyblade wielder we don't know about?" Twilight mumbled.

"It's gotta be Xehanort!" Donald squawked. "Who else would plan to collaborate with the likes of him to destroy Equestria!?"

"Hold on. Ain't a protégé supposed to be somepony younger than who's teachin' them?" Applejack asked.

"Well, Xehanort is quite old, but Tirek's more than ten times older than him," Goofy pondered aloud.

"Whoever this Xehanort fellow is, that's not who I've been writing to," Tirek said, disproving their theories with Xehanort being involved with Tirek's plans. "I assure you they are much, MUCH younger than me by appearance."

Wasting too much time, Sora snapped, summoning his Keyblade and slamming it hard into the cage, causing it to shake and make Tirek fall over again. "Quit wasting our time! If you don't tell us who's working for you, I'll make sure you stay trapped in the realm of darkness for eternity!"

"Sora, be careful!" Goofy warned.

"A world's magic is at stake!" Sora exclaimed as he looked back to his friends, shocked by his aggression. "I'm not going to sit around playing mind games with this goat until the last day's finally over and it's all gone forever!"

Surprisingly, Tirek began to laugh at Sora's demeanor, irritating him further. "You know, my protoge has written a lot about you, and you're far different compared to whom I briefly fought with nearly all of Equestria's magic flowing through me." Growling, Sora aimed his Keyblade at Tirek, ready to torture him by blasting him with all kinds of spells if he didn't cooperate. Standing back up, Tirek approached the bars, barely fearing what the Keyblade wielder might do to him with a smirk. "Do you really want to know, Sora? Since you're all trapped down here anyway, I will find the irony perfect."

"Then spill it and stop stalling," Sora warned.

"Very well." Tirek chuckled, ushering Sora to come closer.

The others worried Sora would fall into a trap and Tirek would try to suck his Keyblade magic from him, but considering all the creatures' magical abilities were gone, they assumed Tirek's were as well. Keeping his Keyblade aimed at the centaur, Sora leaned closer as Tirek whispered the name of his protégé in his ear. The moment the name was mentioned, Sora's eyes widened, mortified. Pulling his ear away from the smug grin on Tirek's face, his body trembled, backing away from the cage as he lost his grip on his Keyblade. Startled by Sora's reaction, his Keyblade faded in a flash of light as they watched him fall on his butt, his head slowly shaking left in right, struck with disbelief.

"...No...It...It couldn't be...her," he mumbled.

"Sora?" Donald called out, gravely concerned.

"Sora, what did he say?" Twilight asked.

Tears welled up in Sora's eyes, Tirek chuckling as he relished the horrified reaction from the stunned wielder. "...His...His protégé...I-It's..."


"Cozy Glow!" Sandbar and the Cutie Mark Crusaders stood in the back of the library, standing by the opened grate the held the hidden catacombs beneath the school. Apple Bloom, Sweetie Belle, and Scootaloo were surprised to know there was an underground passage underneath the school, but there was no sign of the little pegasus filly. "I thought I saw her go this way when she left Professor Twilight's office."

"The school has a secret underground cave?" Scootaloo asked.

"It's...a long story," Sandbar said. "The only ones who know about it are me and my friends. And Cozy Glow."

"What's even down there?" Sweetie Belle asked.

"Like I said, it's a long story." Sandbar began to climb down the root ramp leading into the underground catacombs. Apple Bloom, Sweetie Belle, and Scootaloo followed him, neither filly able to marvel the crystal roots growing around the entrance. Sandbar expected them to wander around a maze, but to his surprise, they didn't have to travel far as he spotted an opening where a mysterious blue glow and the faint sound of humming energy billowed in a large room. "This wasn't here before..."

The four ponies stepped closer, staying close to the edge of what seemed to be an upper walkway around the large room. Their jaws hit the floor when they saw what was causing the mysterious glow. In the center of the room, there was a white glyph with mysterious symbols, where six familiar artifacts floated in a hexagonal formation in blue spheres of magical energy. Those artifacts were the exact same ones used by each species' kingdom's most memorable historical figures: Clover the Clever's Cloak, King Grover's Crown, the Amulet of Aurora, Yksler's Helmet, the Talisman of Mirage, and Knuckerbocker's Shell. Each sphere around the artifacts connected to a much larger one above them, and inside, to their horror, were the missing substitutes.

Starlight, Riku, Kairi, Aqua, Terra, Ventus, and Lea were all trapped inside, the wielders no longer in their pony forms. They seemed unconscious, but they began to stir and waken, the unknown location worrying them as they floated helplessly in the magic sphere.

"Enjoying yourselves in there?" They all turned to a passage that led to the lower level where the glyph was formed, startled by the cute, innocent voice of Cozy Glow as the filly made her entrance. "I'm so sorry I had to knock all of you out, but what else could I do? You were going to ruin all of my plans."

The sweet and innocent expression in her tone was quickly tarnished by the scowl on the filly's face. "What did she say!?" Apple Bloom hissed. "Why are they all in there!?"

"She said Starlight went with them and our masters were stopping Heartless in the north," Sandbar uttered, unable to believe that Cozy not only lied to the school, but she was also responsible for them being gone out of the blue.

"But how? Cozy Glow's not bad," Sweetie Belle uttered nervously.

Inside the sphere, Riku growled and tried to summon his Keyblade. With his hand outstretched, his weapon didn't appear, concerning him and the other wielders as they attempted to do the same with no results.

"I wouldn't bother trying to fight out of there; it's impossible," Cozy Glow said. "It's hard to use any magic, or spells through your Keyblades, if you're trapped in the very same source of the magic's disappearance." The wielders and Starlight gawked, their voices unable to be heard from the outside as they realized what they were floating in. Cozy Glow laughed at their shock, no longer innocent and sweet as it sounded much more sadistic and devious, circling around the outside of the magic-draining glyph to avoid getting sucked in. "Don't worry, though. You'll be getting some more company soon. Assuming I can't make that annoying Neighsay BACK. OFF!" Her face twisted to a manic, psychotic burst of rage, startling the trapped teachers and spying quartet. Cozy Glow took in a deep breath, regaining her composure as she gave them a sly smirk. "All this magic needs time to drain from Equestria before my vortex sucks it into another realm; or rather, trap it deep within the heart of this world forever."

"The heart of the world?" Scootaloo uttered. "What's she talking about?"

"Three days can sure feel like forever, but it'll be worth it in the end," Cozy continued. "You know, Twilight's teachings about friendship were all wrong. Sora had been right all this time: friendship is power." She laughed, holding up the silver crown of the necklace Sora willingly gave her. "And it definitely shows. But Sora's way too gullible, just like the rest of you for believing a 'precious little filly with a horrible, tragic past'. With him, his dumb friends, and Twilight and her lackeys out of my hair, all of Equestria will bow to me as the only pony in the world with magic, and as the new Empress of Friendship!"

Holding out her hoof, she summoned her Keyblade, startling the Crusaders as the devious filly laughed maniacally. "She has a Keyblade!?" Apple Bloom questioned. "Since when!?"

"She had one before we even knew her," Sandbar growled.

"But...if Cozy Glow's been behind all the magic disappearing, if Sora finds out..." Sweetie Belle didn't want to finish her sentence, all three fillies looking at each other as they knew full well how heartbroken Sora would be if he found out. Even the other bearers within the stolen magical energy were afraid to know what would happen if Sora, Twilight, and the others returned to discover Cozy's plot. They knew how close he was to her. He would be devastated if he knew the truth. "...What are we gonna do?"

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