• Published 10th May 2016
  • 34,037 Views, 4,284 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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Twilight's Kingdom (Part 2)

"Ugh. So many books," Sora moaned, his eyes skimming through random pages in one of the books he pulled. Everyone had been going through each and every single old and dusty book in the Castle of the Two Sisters's library, piling up ones they've already read to find out more about the chest. They searched until the sun had set and night fell, finding absolutely nothing about the magical chest, the keys it needed, or anything about the Tree of Harmony. Despite finding the harmonious tree and the Elements of Harmony, Celestia and Luna didn't do much research on it, nor had anyone back then ever studied it. "I thought I'd finally be away from reading when Destiny Island got lost in darkness."

"You wouldn't have an adventure if you don't even know how to read anything the worlds had to offer," Kairi said. "Even if school was boring for you, we have been learning new techniques and magic spells under Master Yen Sid's tutelage."

"I find it more fun to be a part of a book rather than read it." After flipping through all the pages, Sora slammed the book shut, dropping it in his pile as he slid down against the shelves he picked. "Where's a random Heartless encounter when you need one!?"

While searching in the library, Twilight had disregarded reading their journal since their past adventures didn't show them any hints of finding the keys to the chest. After the first couple hours of looking through the other books, her curiosity from Discord marking the five specific entries got to her as she looked it over. She re-read each entry several times over, finding something oddly similar in each one her friends had shared in these specially noted entries. Maybe Discord did have an idea and really did help, or he guessed just to annoy her and throw them off track trying to find the keys. Either way, she had to tell the others.

"Hey, guys, I think I noticed something in our journal!" she said, getting everyone to stop looking through the hundreds of books yet to be looked through.

Taking a small break, they surrounded the table the alicorn sat at as she held the journal out to them. "Twilight, that has our different adventures all of us know about," Rainbow said. "Lots of lessons learned, random stuff, our lives not as normal as everypony else's."

"Yes, but these bookmarks Discord placed in these specific entries had a few things in common each of you had gone through," Twilight explained. She flipped over to the orange bookmark, which was the entry Applejack had made about being honest with Granny Smith when Flim and Flam sold her that fake tonic. "Applejack, you and Sora remember what happened when you told everypony their tonic didn't work?"

"How can we forget that?" Sora asked. "If those swindling unicorns come back, whatever they're selling, I'm destroying, even if it is something that's actually useful."

"But it was one of the hardest things Ah ever had to do," Applejack said. "Ah didn't want Granny to be miserable after believin' that tonic doesn't do anything. So, Ah ended up lyin' to her and made Sora promise not to tell either."

"You will not believe how relieved the both of us felt to finally say something after Granny Smith pulled that stupid stunt," Sora added with a groan of annoyance. "I wanted to tell those two thieves off and tell everyone their tonic's a sham, but I didn't want to upset Granny either. Even at her age, she can really swim a lot better than I thought she could."

"But how does that have to do anything involving that chest?" Riku asked.

"From the entries Discord had marked, Applejack, Rainbow Dash, Pinkie Pie, Rarity, and Fluttershy all had a situation where their Element they represented wasn't easy to solve." Twilight turned to the marked entry for Fluttershy with the Breezies. "Fluttershy, you realized that the only way to show kindness to the Breezies was to force them to leave your home."

"I felt absolutely terrible doing that to them," Fluttershy said, remembering how disappointed the Breezies were when she finally kicked them out. "But it was the only kindest thing I could have done, and it was really hard to be that harsh to them so they could get home."

Twilight turned to Rarity's entry when they all went to Manehattan for the fashion show she took part in. "Rarity, even after Suri had taken advantage of your generosity during Fashion Week, you didn't let that stop your generous spirit."

"Though, I did become selfish and forced you girls to help me make a new line in one night," Rarity admitted. "But I couldn't live with myself if I didn't do anything special for my friends after all you did for me."

"Rainbow, you had a chance to fly with the Wonderbolts in the Equestria Games, but you chose to fly with your friends," Twilight said as she flipped over to Rainbow's marked entry.

"Ugh. That was the worst choice I had to make, and I chose an even worse answer by faking an injury," Rainbow grimaced, reminded of the scolding she got from Sora. "But, I decided to stay loyal to my friends, even if-"

"Ooh! Ooh! My turn!" Pinkie interrupted.

Rainbow grumbled, leering at the back of Pinkie's head while Twilight opened Pinkie's Element learning entry. "Pinkie, you realized that seeing your friends having fun and laughing was more important than proving the Cheese Sandwich you were the better party planner."

"That's a birthday I'm never going to forget," Ventus said. "Fun, insane, but after Pinkie FINALLY decided on working with Cheese, it was the best party ever."

"Took the words right out of my mouth, Ven," Rainbow said, giving the teen a friendly punch in the shoulder.

"Ok, but how does all of that tie in with the chest?" Riku asked again. "All we knew was that after those moments, whoever they had helped learn about their Element of Harmony, the girls were given a gift to show their gratitude for learning an important lesson. Those gifts also had a light they gave off, which allowed you to use your friends' powers through a D-Link..."

"...Wait." Aqua began to realize what Twilight was trying to say. She took the journal from the alicorn and looked through the bookmarked pages. It all added up: the mares' difficult decisions to make pertaining to their Element of Harmony, the gifts they received for teaching someone the importance of their Element, and the light she, Sora, Riku, Kairi, and Ventus sensed from those gifts. "...Twilight, if I know what you're thinking, then I think you might be right!"

"Right about what?" Spike asked, most of the group confused by what the two smarter mares discovered.

"Those gifts have got to be the keys to the chest!" Twilight answered. Everyone was utterly speechless, either shocked to the point of confusion and needing answers to the questions rising in their heads or surprised and desperate to find out if it was true. "Maybe Discord was actually trying to be helpful after all."

"I can't believe it slipped my mind," Aqua said as she held out the journal, feeling just as excited about this discovery as Twilight. "It was so obvious, yet all of us were clueless to finding the answers until now. The Tree of Harmony created the Elements of Harmony, six in total. Six bearers, each holding a different element, a chest with six keyholes that required six keys. And those keys are in the form of a lesson each of you gave to someone, including yourselves, which in then turns into a gratifying gift that set them on the right path pertaining to that Element; the light path over the dark!

"That also explains the light that came from those objects that gave Twilight the ability to use her friends' powers once they were found!" Aqua continued. "And we have five of those keys; five pieces of light for Twilight's Keyblade. They weren't able to be found in a book because the keys came to you girls. They were right under our noses this whole time!"

"We have got to find out if this theory is true," Twilight eagerly said. "There has to be a connection between us, the Elements, and the Tree of Harmony, and it has to be those items!"

"And what if they aren't?" Riku questioned.

"Only one way to find out!" Sora said. "Come on! Let's fly over to the girls' homes and get their gifts!"

Even though he was pessimistic about five non-key items used as a way to unlock the chest, Riku followed Sora along with Ventus and Rainbow Dash. They flew back to Ponyville and came back with the gifts the five mares had received: the spool of rainbow thread Coco gave to Rarity, the Wonderbolts pin Spitfire gave to Rainbow, Boneless the rubber chicken Cheese gave to Pinkie, the blue flower Seabreeze gave to Fluttershy, and the bit Silver Shill gave to Applejack. The four pegasi met up with the others back at the Tree of Harmony, laying out the objects before them. Now that they had them, the big question is how these five items will be used as keys for the magical chest.

"Ok, we have them...Now what?" Rainbow asked.

"Is there some kind of spell we can use?" Rarity asked. "Or maybe the Keyblades can transform them?"

"That's going to be a problem," Aqua said. "From your earlier experience using a Keyblade on the chest, I doubt using them on these items will transform them into keys."

"Come on, Boneless!" Pinkie shouted, grabbing the rubber chicken angrily, thinking interrogating the joke prop would give her an answer. "Give us those keys! I know you have it in you!"

"Yeah, sure," Riku said blandly. "Threaten the rubber chicken. That'll solve the problem."

Grunting in frustration, Pinkie threw Boneless at the chest. As soon as the rubber chicken struck the chest, it began to glow and float in front of it in a powerful aura of light. Twilight felt the light this time along with the other Keyblade wielders, a warm and comforting light that was also powerful. Boneless spun as it began to transform, turning into a gold key. It was shaped like a trio of balloons tied to a string, the blade curving up and down as the string while the balloons made up the bow to turn it. Everyone stared in awe, speechless as they watched the key float into one of the keyholes, fitting perfectly inside it.

Everyone slowly turned their heads to Pinkie Pie, even seeing her surprised by her random tossing of her gift. "...Well, turned out he was the key all along. I hope Cheese doesn't get mad at me for turning his long-time friend into a key."

"I guess that answers how they turn into keys." Whatever magic was inside that chest, it had to be very powerful, which only peaked everyone's curiosity at what lies inside.

Taking the rest of the items and placing them on the chest, they floated in the air surrounded by the same light from inside the mysterious chest. Hovering over a certain keyhole, the items transformed into keys, each of them a different style matching the cutie marks of the Element bearers. Rarity's key had a zigzagged blade, the teeth shaped like a diamond while the bow had three diamonds intersecting with each other. Rainbow's was shaped like a lightning bolt getting shot out by a small cloud, the teeth a tiny, sharp bolt of lightning. Applejack's key had an apple shaped as the bow as a small leaf made the teeth, the blade looking like one of the longest stems on any apple anyone had ever seen. Fluttershy's key had a butterfly for the bow, the teeth circular like a raindrop on the pointed blade.

The remaining four keys inserted themselves into their keyholes, leaving only one left out. "Only one key left. The key that represents my Element." Twilight looked down at the journal they shared, and out of all of them, she expected to write more entries and lessons she had learned this past year. Unfortunately, she barely wrote anything in there that was important. In fact, she didn't even write anything at all. "...But I didn't do anything to help somepony..."

"Aww, come on, Twilight," Sora said as he took the journal from her. "I'm sure you must have done something for someone and helped them with a magic problem that they learned from." He looked through the journal, but his optimism began to fade as he saw not one single entry in her writing. Everyone else began to worry as Sora's positive grin began turning into a frown as he slowly made his way to the last page that was written. "Ok...Guess not." He closed the book, tapping a hoof against the cover as he thought of something Twilight must have done. "Uhh...You helped save Celestia, Luna, Riku, Kairi, and I from Discord's plunder vines?"

"Sora, that was before we started writing in the journal," Twilight reminded dejectedly. "And before the chest came to existence."

"...I know," he said with a sigh. "I was just trying to help..."

"I guess I haven't done anything at all as a princess or a helpful friend teaching somepony about magic." The alicorn stared at the empty keyhole remaining on the chest, feeling that same uselessness like she did when the royal guests from Maretonia arrived at the Crystal Empire. Twilight sighed and held out her hoof, summoning her Keyblade, aiming the blade at the keyhole. Everyone had expected some kind of reaction if her Keyblade was added to the golden keys, but nothing happened, just like when they first discovered the chest given to them by the Tree of Harmony. "My Keyblade isn't a suitable replacement for my key still. So much for a sword that can unlock any lock in the universe."

"Don't worry, Twilight," Riku assured, walking up to her, gently laying his hoof against hers. "We'll find the last key. It's all just a matter of who to help and when it comes. As long as it isn't Trixie. I don't think she's worth the trouble with her 'great and powerful' talents."

Twilight couldn't help herself, giggling at Riku's suggestion on who she shouldn't help. Even though Trixie had stopped seeking revenge against her, she really didn't want to help her either, the magician's talents only useful for performances. There just might be someone in Equestria who she would meet that would have a problem, whether with magic or friendship, and she's the mare to help solve it and teach them about her Element if it becomes a difficult task. As she nuzzled Riku, thankful for his support, Spike belched out a scroll through his fire breath.

"Oh boy. Celestia sent us some mail," Sora said as Twilight unfurled the scroll. "It's either good news or bad news."

"It might as well be bad," Twilight said. "She wants me to see her in Canterlot immediately, and she also wants Sora, Riku, Kairi, Ventus, and Aqua to come along as well." The Keyblade wielders and Twilight had a pretty good idea what might have happened if they were all urged to come to the castle. "You guys head back to Ponyville and we'll come back soon. Let's just hope nothing too serious happened."

"We better hurry, then!" The six Keyblade wielders quickly ran out, the human wielders summoning their Keyblades, tossing them out of the cavern as they swerved up into the air.

Their gliders came flying down, all six leaping up onto their rides and flying up above the trees. As much as Aqua didn't want to leave five mares and a baby dragon alone in the Everfree Forest, the path they walked on to get to the castle didn't lead anywhere dangerous, so she believed they would be fine. Within a matter of minutes, flying quickly and quietly across the skies, they reached Canterlot and hovered over the castle, keeping aware of any ponies who might see them riding on vehicles they imagined would be dangerous.

They dove off their gliders as they disappeared, landing on one of the outer bridges leading from the castle to one of the watch towers. "Who goes there!?"

"We're not invading!" Ventus said as the guard shined a light at them with his horn.

"Wait, Shining Armor?" Twilight called out.

"Twily?" The light dimmed, revealing Twilight's older brother dressed in his Royal Guard captain armor. "Strange way to make an entrance falling from the sky."

"Why are you here?" she asked.

"It's a lot worse than you can imagine," Shining said. "I think it's better if Princess Celestia were to tell you. Cadence is here too, along with a few crystal pony guards from the Crystal Empire. We needed to amp up security after what's been happening tonight."

"Yeah, this is definitely worse than just bad news," Sora commented at the unfortunate news.

The six ponies made their way through the castle and reached the throne room, where Celestia, Luna, and Cadence waited for them. "Princess Celestia, we came as fast as we could! Is it Tirek!? Did he attack again!?"

"Yes, and I'm afraid I had put too much faith in Discord to stop Tirek," Celestia said.

"I knew it!" Sora exclaimed. "Great idea sending him! I knew he wasn't going to reform, and he's probably helping Tirek steal everyone's magic in Equestria!"

"Indeed," Luna said. "Discord has betrayed us. They have already attacked several places and Tirek has absorbed hundreds of our subjects' magic. He's already grown too powerful for us to stop."

With a blank expression, Sora held out his hoof and summoned his Keyblade. "That's it. Discord's getting turned back into a statue for the pigeons to use as a toilet."

"Why would he do this!?" Twilight questioned. "I thought that our friendship meant something to him! Especially to Fluttershy! I thought he changed..."

"Some villains, you can't ever change their minds about their plans to take over a country, the world, or even a power grander than anything else," Aqua growled. "Fiends like Discord, who can bend reality by the snap of his fingers, they'll do anything to get on your good graces. Then, when you get too close, they stab you in the back. Xehanort did that to us back then, using us for his own selfish gains of controlling Kingdom Hearts and creating the X-blade."

"He blew his second chance, and he's not getting anymore," Riku added. "But now that he's teamed up with Tirek, they're practically unstoppable."

"In only a matter of hours, Tirek had stolen enough unicorn magic to steal away pegasus and earth pony magic," Celestia said. "And he won't stop at nothing to get our magic next."

"But...we won't let him do that," Cadence said morosely.

"So you're finally going to let us fight Tirek?" Ventus asked.

"I'm afraid that is not the solution, young Ventus," Luna said. "Even if Sora were to face him alone in his Harmony Form, he would be no match if Tirek can steal away your magic as well. And if he takes your Equestrian magic, you would be left defenseless."

"There is only one thing we can do." Celestia took in a deep breath and let out a heavy sigh, Luna and Cadence knowing what they had to do, their heads lowering in sorrow. "We have to make a sacrifice for the future of Equestria, and this world. We must rid ourselves of our alicorn magic before Tirek can steal it from us."

Twilight and the Keyblade wielders gasped in shock at the dire choice Celestia decided on. "Give up your magic!?"

"But if you do that, you can't raise the sun or moon!" Kairi said. "Equestria will end up dying no matter what scenario happens!"

"It is the only choice we have," Luna said. "When Tirek comes for us, we cannot have what he desires."

Twilight couldn't find any better solution. They can't use the Elements of Harmony now that the Tree of Harmony needs them to live. Sora might not be able to take him down with the others helping to fend Tirek off. If it had to come down to this, whatever Celestia believes is the better choice, she would gladly give up her magic for her friends' sake.

"I'm more than willing to do my part and give up my magic," Twilight finally said.

Before the Keyblade wielders could voice their opinion, Luna spoke up. "You misunderstand, Twilight. Our magic can't just disappear. Somepony must keep it safe."

"And that pony is you, Twilight," Cadence said, shocking the lavender alicorn.

"M-Me!?" she asked.

"It is possible Tirek doesn't know there is a fourth alicorn princess in Equestria," Celestia said, answering the one thousand "Why?"'s running through Twilight's head. "Discord might have told him about you, though there is the chance he neglected to warn Tirek about you. If we transfer our magic into you, you must stay hidden, and Tirek will never know where it has gone."

"But I can barely control my own alicorn magic!" Twilight exclaimed. "Hay, I just started learning how to use my Keyblade magic, and I wasn't able to do that much while I was heavily exhausted from that cursed book Spike gave to Rarity!" She looked back at Kairi and Aqua, both of them more magically capable than her since her ascension. "Why can't Aqua or Kairi take our magic?"

"Even if they are magically gifted, they are unicorns in this world," Luna said. "We do not wish to try and test that theory. We heard of the Alicorn Amulet incident a year past, and seeing how one unicorn went mad with power it granted, we don't want to imagine the possibility with three times that magical power infused into a unicorn."

"Besides, you're the Element of Magic," Cadence added. "If there's anyone we can trust to do this, it's you."

Seeing no other choice, Twilight sighed. "Alright...This is going to be very difficult, but with the help of my friends-"

"I'm sorry, Twilight, but I'm afraid the others must not know about your new abilities," Celestia interrupted. "Any knowledge of our power combined with yours could put them at risk." Twilight wilted, but she understood what could happen. "Are you ready to take on this responsibility?"

"This is my role as a princess of Equestria," the lavender alicorn stated. "I won't fail you."

"Then we must begin immediately before Tirek arrives." Celestia, Luna, and Cadence stood around Twilight in a triangular formation, lowering their horns as they prepared to give up their magic. "I suggest the five of you stand back."

"Right! Dangerous magic transfer! Need a lot of space!" Sora, Riku, Kairi, Ventus, and Aqua stepped back until they were far enough away, no telling how strong the combined magical energy of three alicorn princesses will be. "We'll be way back here!"

Celestia, Luna, and Cadence began concentrating, their horns glowing brightly with their auras. Twilight watched as she stood still, swallowing the nervous lump in her throat as she prepared to be filled with three times more alicorn magic than she can hardly control. The three princesses surrounding her began to sweat, releasing every single ounce of mana within them to transfer into Twilight.

While the princesses strained heavily, the Keyblade wielders watched in awe, able to feel as well as see just how powerful they really were. Soon, Celestia, Luna, and Cadence opened their eyes simultaneously, flashing white as their horns fired all of their magic above them, forming a massive sphere of magical energy. It was bright, but not blinding, the energy surging inside a terror to behold when three alicorns' magic created the massive source of the world's one of few powerful kinds of magic. The alicorn magic slowly floated down, Twilight standing directly underneath it as she could only stare at it, her mind telling her to flee, but her heart told her to stay.

As soon as the orb touched her horn, Twilight gasped as her eyes flashed white as well, feeling the magic seeping inside of her as she was engulfed by the sphere. The lights became blindingly bright, forcing the teens and older mare to shut their eyes.


In a distant town not too far from where Canterlot's mountain resided, Discord and Tirek overtook another town, the centaur stealing more magic from his victims. As he drained them of everything they had, his body looked a lot younger and bigger, no longer wearing the cloak that concealed his body. His skin was red, though his body was covered with black fur, making him look like he was wearing a slightly torn muscle shirt. His equine lower half was a dark gray, his tail a lighter shade of gray similar to his beard. As his sinister orange aura glowed, he grew horns on his head, growing longer and curved, truly making him a demon who escaped from Tarterus.

While Discord watched his partner grow stronger, his entire body shuddered as if someone was shaking him, flailing like rubber. "Oooooh!...What? That can't be right?"

"What can't be right?" Tirek asked, his voice now gruff and low unlike his drained, tired older form.

"Oh, nothing!" Discord said. "Carry on with your magic draining!" Tirek brushed off the draconequus's odd behavior and continued his search for more magic, Canterlot their next destination with what he had gathered thanks to Discord's help. He looked at the mountain where the city resided, having an odd feeling of power that came from there. "What are they up to?"


Once the lighting had finally dimmed down, Riku squinted his eyes open to see what happened to Twilight. He saw Celestia, Luna, and Cadence on the floor, all three of them exhausted after releasing all of their alicorn magic. Without their magic, Celestia and Luna's mane and tail didn't flow like it always had, now hanging down and devoid of an ethereal presence. Floating in the center, he gasped when he saw Twilight, now filled with all the alicorn magic, her eyes still glowing white while her mane and tail flowed like Celestia and Luna's hair.

"Twilight?" The other Keyblade wielders opened their eyes, staring in awe at the mare hovering in the room. She began to float back down to the ground, Riku rushing up to her to catch her if she fainted. Twilight closed her eyes and rubbed her forehead as she landed, groaning at the incredible sensation of power she now had in her. She felt someone hold her, opening her eyes to meet her coltfriend's, keeping her on her hooves in case she fell. "Are you ok?"

"I'm fine..." Her mane and tail stopped flowing as the magic within her settled. "I'm...a little overwhelmed...I can feel their magic flowing inside me." She turned to look at Celestia, Luna, and Cadence, gasping in shock at the sight of the two alicorn sisters non-flowing hair. Tears welled up in her eyes as she saw them in such a weakened state, running up to her mentor and embracing her. She got a look at Celestia's flanks, her eyes growing wide in horror at what she saw; her cutie mark was gone along with her magic. "Oh no...Celestia..."

Luna and Cadence had lost their cutie marks as well, leaving nothing but blank flanks. "Wow," Ventus said. "Being drained of all your magic...you really lose more than that. Their cutie marks are gone."

"The one thing that makes a pony unique disappears along with their magic," Kairi noted. "If this is what Tirek does, he really needs to be stopped."

"He's too powerful now," Aqua said. "He'll easily steal our magic if we all try to go after him."

"Indeed. He will," Celestia said, struggling to get up on her legs. It was almost as if the life was sucked out of the three princesses, panting heavily and incredibly weak. "I suggest you head back to Ponyville. Tirek will come soon." She sat on her haunches, unable to get back up. Twilight tried to help, but Celestia weakly nudged her away. "Twilight, keep our magic safe. Stay hidden."

"Ok," Twilight said with a sniffle.

She approached Cadence and hugged her, fearing what Tirek will do to them when he can't steal their magic. The pink alicorn hugged her back, her embrace weak, but still filled with love. Cadence looked up at Riku, comforting her sister-in-law all the while.

"Take care of her, Riku," she said, staring intensely at him despite her exhausted state.

Riku felt like he was experiencing deja vu, saying those exact same words to Sora when they closed the Door to Darkness. He knew how much Kairi had meant to his best friend, and he wanted to be sure he would always keep her safe, just like he had when her heart was inside his when their home was swallowed by the darkness. He promised his girlfriend's sister-in-law, nodding his head with the same seriousness in his eyes.

"I won't let Tirek get anywhere near her," he said. "I promise."

Cadence nodded her head, believing and trusting his words. Twilight finally let go, sad to see the princesses in such a weak state, but if it meant keeping Tirek from getting even stronger, their power was now hers to bear. It took a while for Riku to get Twilight to leave the throne room, the six of them needing to take their leave before Tirek discovers them. If he and Discord were getting closer, they couldn't risk using their gliders if they spotted them. Instead, they flew back to Ponyville: Kairi riding on Sora's back, Aqua riding on Ventus's back, and Riku carrying the distraught alicorn in his forelegs.

As soon as they made it back to Ponyville, they called it a night and headed off to bed, too late in the evening to tell the others what happened. They needed to keep Twilight's more powerful magic under wraps and not alarm everyone that Tirek was heading to Canterlot when morning comes. Riku stayed with Twilight, holding her tightly as they rested on the couch. She fell asleep in his embrace, still incredibly worried about what will happen when Tirek finds them, even attacking Shining Armor and stealing his magic too. Riku began to fall asleep as well, needing every ounce of energy he can get in case Tirek and Discord came to Ponyville in the morning.

Hours had passed until the pegasus woke up, still seeing nothing but moonlight shining down on the dark sky. "What time is it?" He gently shifted Twilight around, still sleeping and curled against him, carefully getting up off the couch while not disturbing the alicorn's rest. He stretched out his limbs and stumbled his way through the dark living room, reaching the kitchen. Turning on the lights, he squinted through the brightness until his eyes adjusted, finding a clock to check the time. "Seven-thirty? It was almost midnight when we left the castle. Why isn't the sun up?" As he asked himself that question, he realized Celestia and Luna didn't have their magic. "Oh, right. They can't raise or lower the sun and moon..."

With the day already starting, some ponies might already be up and wondering why the sun hadn't risen yet. Riku made his way back into the living room, approaching Twilight and gently shaking her awake. She mumbled something and rolled onto her side, only to yelp as she nearly fell of the edge, startling her awake. Riku caught her right as she slipped off, helping her back up as she yawned.

"Riku?" Twilight said drowsily. "What time is it?"

"Seven-thirty in the morning," he said. "There's supposed to be daylight, but because the princesses don't have their magic anymore..."

Twilight was now wide awake, already causing suspicion for the world to see something was wrong. "Oh no! It's morning!" She quickly ran to the window and looked up at the sky. Inside of her, she felt the sun and moon's presence as she stared at the moon, Celestia and Luna's magic telling her the day must begin and the night should have ended. "...I need to raise and lower the moon."

"You sure you can do that on your own?" Riku asked. "I'm sure with all that magic in you, it might act up and flare out of control."

"I...I think so. I have to." She took in a deep breath, lighting up her horn with her aura. "I can do this."

She focused her magic, reaching out to the celestial bodies around Equestria with her mind. Riku watched as her aura began flaring wilder, her body levitating in the air by a few inches, completely unaware of the overwhelming magic lifting her up. He didn't want to ruin her concentration, so he remained quiet and kept his hooves to himself, staring out the window. Twilight began to lower the moon and rose the sun into the sky.

"Wow. You did it." His fascination quickly faded as he watched the sun begin flying around in the sky like a fly trying to escape out of a closed window. "...Sort of. Keep it steady."

"I'm trying," Twilight grunted.

"Move it back to the right," Riku said, only for the alicorn to accidentally bring the moon back up. "That's the moon."

"I know that! Don't backseat guide me!" Twilight yelled, putting the moon back down and bringing back the sun, struggling to keep it in place. "You have no idea how heavy both the sun and moon can be! I don't know how Princess Celestia was able to do this for a thousand years. No wonder it took the magic of several unicorns just to move one of them, let alone a single alicorn controlling one."

"You just raise them up and down," Riku grumbled.

"It's easier said than done," Twilight grumbled back. "I need to find a place to practice controlling all this magic after this..."


Back in Canterlot, Shining Armor looked at the sky when the sun came out, wondering what was going on. He didn't see the princesses all night, too busy keeping his kingdom and his home city safe when Tirek and Discord show up. One of the Royal Guard soldiers approached him, curious as to what was happening to the sun, and the moon as it reappeared for a moment until it set quickly.

"Uhh, captain? Do you think there's something wrong with Her Highnesses?" he asked.

"I honestly don't have a clue as to what's going on." While still looking up at the sky, he heard the stallion yelp as he was dragged away inside the castle by an unknown force. Shining Armor turned to see the soldier had disappeared, only to have his helmet magically taken away. "What the hay!?"

"Hello, Shining Armor," Discord said. The stallion turned his head around, the draconequus staring at him while wearing his helmet. "Since when did you get here."

Growling, the unicorn leapt back and lowered his stance, glaring at the traitorous chimera. "Back off, traitor!"

"The only one Discord betrayed was himself." Shining turned around, spotting Tirek holding the Royal Guard stallion that was whisked away. His magic was drained as his eyes had lost their luster, his cutie mark under the golden armor gone. The evil centaur dropped the magic-less guard and stepped forward. "Abandoning his true nature to cause chaos, just to make some friends? You equines are completely pathetic, offering him nothing for his freedom."

"You're not taking a step closer, Tirek!" Shining fired a beam of magic at Tirek, but the centaur caught it between his fingers, building it up into a small ball of pink energy.

"And you unicorns think you're smart attacking me, but you all forget I can steal magic, even if you shoot me with it." Tirek popped the magical orb into his mouth, consuming the energy as it made him stronger. "Considered a powerful race as the only kind of pony who can cast spells. Nothing but a joke."

Shining Armor stood his ground, even if he had no chance of winning. Tirek grabbed his muzzle and lowered his head, sucking away the magic out of him as it flowed into his mouth. Grunting, unable to escape the centaur's powerful grip, the stallion began feeling weak as his legs shook. Once he was drained, Tirek dropped him, sending the weak stallion collapsing onto the bridge. He looked up at Discord, confused as to why he would work for the magic stealing monster that was far worse than himself.

"Discord...how could you...do this?" Shining asked weakly before he passed out.

Discord began to feel a pang of guilt at the question, his thoughts of changing his mind quickly ebbed as Tirek approached him. "Why don't you go and have a little fun? I've got a meeting with a few princesses."

"Ooh! Good idea! I'll start renovating our new castle!" Discord disappeared somewhere around the castle, leaving Tirek to finish completing his goal.

He stomped his way through the castle, finding the doors to the throne room. With no guards able to stop him, all their magic drained away, he gripped the doors and ripped them off the walls, making his entrance inside. Slumped against the throne were Celestia, Luna, and Cadence, Tirek not noticing their missing cutie marks as he stomped forward.

"Hello, Celestia. Luna," Tirek greeted. "Not going to fight back? That's perfect. At least you know when you're outmatched." He grabbed Celestia first, holding her up to his face with an orange aura, his magic cast between his two curved horns as a sphere of orange energy. He began inhaling, but as he tried to sap away her alicorn magic to take for his own, he realized she didn't have any. "What? What's going on here!?"

"What do you mean, Tirek?" Celestia asked, smirking at the confused centaur.

Ignoring her, he dropped the alicorn and approached Luna, attempting to suck away her magic, but feeding off of nothing. "What have you three done!?" Tirek turned to Cadence, hoping third time's the charm, but she didn't have any alicorn magic in her either. Growling angrily, he turned to Celestia. "WHERE IS YOUR MAGIC!?!?!?!?!?!?"


Twilight finally managed to set the sun in the right spot after some trial and error with her new magical potential. She needed to practice using all this power immediately, so she and Riku, needing to keep a close eye on her, began to head out. Unfortunately, as the alicorn used her magic to open the front door, she used a bit too much as it shattered to pieces in a small explosion.

"What was that!?" Spike shouted as he ran down the stairs, startled by the door breaking.

"Uhh, Heartless in the library!" Riku lied. "We got it! We're gonna go out and get something for breakfast, Spike!" He pushed Twilight out the door as they went along their way, making their way toward the fields to practice. "Next time, I'll open any doors before you think to use magic with what power you've got now."

"I swore I didn't use that much," Twilight whined. "Let's just go somewhere where I can't cause any collateral-" Right as the alicorn began flapping her wings to fly out to the empty fields, she shot up from the ground faster than Riku could blink. "-DAMAAAAAAAAAGE!!!!!!!!!!!!"

"And she also has faster speed and flight," Riku noted. "And more physical strength I bet...If she falls, I'm afraid of catching her if she lands hooves first."

Unable to control her flight, Twilight wound up zipping past Rainbow Dash on a cloud, her screaming alerting her friends down below as they saw a dark purple streak with a pink stripe down the center flew over Ponyville. This definitely alerted Sora, Kairi, Ventus, and Aqua, knowing she gained a lot more power, but they didn't expect her to have quicker movement speed as well. Everyone chased after her as she flew back down, skidding hard across the ground outside of town and leaving a ditch behind her from where she landed.

"Twilight, what was that!?" Rainbow asked as she caught up with her. "When were you able to move that fast!?"

"Uhh...I caught a really strong breeze?" Her horn began sparking, causing her to randomly teleport a few yards away. "And I'm having a really bad morning?"

The others finally arrived, the rest of Twilight's friends wondering what had happened while the Keyblade wielders began thinking of any excuses they could come up with. "Well, there was no breeze up there. Were you experimenting with Keyblade magic again? Like, increasing your speed or something?"

"No. I really have no clue what's going on with me today," Twilight lied, her horn sparking as her body was surrounded by electricity for a second. "Unfortunately, I don't have time to figure it out."

"Are you going back to the Castle of the Two Sisters again?" Rarity asked. "We would be more than happy to accompany you."

"NO!" Twilight, Sora, Riku, Kairi, Ventus, and Aqua exclaimed simultaneously.

The other mares looked at each other in confusion, unsure what's got the six wielders of the Keyblade so wound up. "...Uhh, well, no, because...we have some training to do," Aqua quickly said. "Or, more specifically, Twilight, Riku, and Sora."

"Y-Yeah! Lots of training!" Sora said, going along with Aqua's plan while the other four nodded their heads, nervous grins on their faces. "We're going to be doing some very serious training that'll probably destroy the ground out there!"

"Awwww!" Pinkie whined. "I wanna watch some training carnage!"

"By the way, what happened at the castle last night?" Applejack asked, feeling a little suspicious with the Keyblade wielders' reactions.

"Just a update on what Tirek and Discord are up to," Kairi said, being partially honest. Twilight's magic sparked again, making her jerk at the tingling electrical feeling. "And, just in case Tirek comes to Ponyville, we need to make sure everyone in town is safe in their homes so their magic won't get taken."

"Yeah, like a drill for harsh weather!" Ventus added. "Except...it's going to be an...evil villain rampaging through town drill!"

"I'll just tell Sora, Riku, and Twilight what I expect them to do for training today, and Kairi, Ven, and I will catch up with you girls back in town." Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy believed them, knowing Tirek was a more serious matter than whatever was happening to Twilight. If he was heading for Ponyville, he was going to try to steal everyone's magic, especially their alicorn friend's. As soon as they disappeared back in town to warn everyone, Aqua turned around, looking panicked. "Someone tell me what the heck just happened to Twilight!?"

"It's all the alicorn magic she has in her," Riku answered for Twilight as she struggled to keep her magic from sparking and jolting her. "It not only increased her magical power, but also her speed and physical strength. We were trying to head out to the fields so she can control it better, though I think you saw her speed off like a bullet the moment she tried to fly."

"...That explained the sun and moon moving like that earlier," Sora said. "I figured Twilight must have done that with all that magic in her...but, why exactly were you shaking them around in the sky like that?"

"You try lifting a large space rock nearly the size of a planet and a star at once while trying to move them in the right places," Twilight grumbled, finally stopping her mana from going out of control. "And that was the first time I ever had to do that. If I didn't, Tirek would have gotten suspicious."

"He's bound to find out about you at some point," Kairi said. "Either we're lucky he doesn't know of a fourth alicorn, or Discord is toying with Tirek by keeping Twilight unknown."

"Toying with him? Kairi, he betrayed us," Riku reminded her. "Even if this was a plan of his, I don't think we're going to trust him after he helped Tirek grow stronger. If he tells him about Twilight and where she's hiding, turning into a statue will be the least of his worries when he confronts me."

"So, what are we going to do?" Ventus asked. "Neither of us could probably beat him, even if we fight together."

"The only thing we can do is make sure everyone in Ponyville is safe and sound." Aqua turned to look at Sora and Riku. "Well, since I told the others, Sora, Riku, you two stay with Twilight. If Tirek finds you, you two would be better choices to keep her safe. We'll head back in town to make sure the other ponies stay in their homes so they won't lose their magic."

"Yes, ma'am," Sora and Riku said immediately, obeying their superior's orders.

Kairi, Aqua, and Ventus made their way back into town to prepare for Tirek and Discord's eventual arrival. Twilight was about to flap her wings so she, Sora, and Riku can fly off to the empty plains far from Ponyville, only to slowly retract them back to her sides. She didn't want to blast off and go into an uncontrollable flight again, settling on walking there until she had enough room to avoid crashing into anything.


Tirek sat on Celestia's throne, staring down at the three powerless alicorns. They had just finished telling him what had happened to their magic, wanting to pummel the princesses for denying him more and more power, though they left out Twilight and their magic transferred into her.

"So that was your plan? Getting rid of your magic so I couldn't take it?" Tirek asked, beginning to chuckle after a moment as he shook his head. Even though he didn't get their magic, he still won in the end. "You just made my revenge all the more simpler. How does it feel knowing you can't do anything to me as every unicorn, pegasus, and earth pony bows to my will?"

"You will not prevail, Tirek," Celestia said in defiance. "Your victory is only short-lived."

"Nothing will stop me unlike a millennium ago." Using his magic, Tirek created a portal behind the princesses, which lead to the realm of Tarterus. "Give my regards to Cerberus and the annoying blowhard, Hades."

He flung the three alicorns into Tarterus, trapping them in the same cage he was forced in for a thousand years. After making sure they were locked up tight in their new prison, he dismissed the portal, finding Discord standing behind it.

"You mean our will, right?" the draconequus questioned. "Without me, you wouldn't have been able to take over Equestria and regained your old strength."

"Yes, of course. My apologies," Tirek said. He stood up from his new throne and approached Discord, taking off the triangle pendant around his neck. "I want you to have this." He gave his new cohort the pendant, smirking as he saw the surprised look on Discord's face after placing it around his neck. "This was given by someone very close to me. I give it to you as a sign of my gratitude and loyalty."

"Ooooh." Discord examined the golden heirloom, studying its design. "I always did feel like I needed a good accessory that suits me."

The duo walked through the halls as they began planning for world domination, the window murals all changed up thanks to Discord's magic. All of them now had random mosaic art of Tirek and Discord, either doing something random or conquering something. Tirek soon stopped at one picture the draconequus forgot to change, which was Discord's defeat from Sora in his Harmony Form, turned back into stone by the six Keyblades of Harmony.

"What is this?" Tirek asked.

"Oh. I forgot about this one," Discord grumbled. "Well, let's just say the time I had been freed a while back, I was badly beaten by this pegasus; Sora."

"What kinds of weapons are those?" the centaur questioned. "Those are keys! You were beaten by a brat with keys as a weapon?"

"He's not any normal pegasus," Discord said. "In fact, he's not even from Equestria at all. He can be a dangerous threat with his Keyblade, and so can his friends. You can easily tell they're not from Equestria with how they're dressed."

"You neglected to tell me about this 'hero'?" The draconequus scoffed, changing the mural to himself trouncing the teen, the Keyblades broken in half as Sora cried comically in defeat.

"With you being able to suck away magic!? You can easily take away their magic without getting so much as a scratch!" Tirek hummed in thought as Discord praised his power. "Besides, they have a unique magical power not of this world. Imagine how powerful you'll be once you take it from them."

"Magic not of this world...huh..." Intrigued by the new information, Tirek continued down the hall. "Is it as powerful as alicorn magic?"

"Oh, it's got power in it," Discord said. "But they're stronger than they look seem. Especially Sora. He's able to use the power of the Elements of Harmony in Keyblade form."

"They won't be a bother to me. With the princesses without their magic, we can finally-" Tirek froze in place as he passed by yet another window. He turned around and got a better look at it, which showed Twilight Sparkle after ascending as an alicorn. "Is this supposed to be humorous!?"

"Doh! I knew I forgot to change something else," Discord groaned, though he left it there on purpose.

"Are you telling me there's a fourth princess!?" Tirek grabbed Discord's neck and nearly strangled him as he brought him face to face with his enraged gaze. "Why didn't you tell me about this earlier!?"

"I was going to tell you," the draconequus assured, dangling his new pendant in between their faces. "I just needed a sign of assurance from you that we're a team. And now I have it."

Tirek grumbled, releasing Discord from his grip. "Fine, then...So, where is this fourth princess's castle located?"

Discord began guffawing, only making Tirek more irate at the insulting laughter. "No, no, no, no! Princess Twilight doesn't have a castle! She lives in a library in Ponyville!" The draconequus snorted, finding it hilarious that Twilight was a princess, and the only castle she could possibly be in was one made out of books. "Castle? Yeah, right!"

"Well, she won't be living there anytime soon," Tirek growled, looking back at the lavender alicorn in the mural, his magic to melt the glass to nothing but a puddle.


Ponyville was quiet, not a single pony out in the town except for five of the Mane Six, a baby dragon, and three Keyblade wielders. Everyone stayed inside their homes, heeding the warnings from the Element of Harmony bearers.

"Ok, I think that's everyone," Kairi said.

"Discord's taking his sweet time capturing Tirek," Rainbow complained. "He should have been done the moment he left!"

"I'm sure Discord will catch Tirek and this will be all over soon," Fluttershy said hopefully, Kairi, Ventus, and Aqua thinking otherwise, unable to tell them Discord betrayed them and break the yellow pegasus's heart.

"Well, Rainbow, catching an evil villain takes time if you want to do it perfectly." Completely surprised, the group turned around to find Discord standing behind them.

"Discord!" Fluttershy flew up to him and hugged him, happy to see he was alright. Kairi, Aqua, and Ventus prepared themselves, knowing they were going to end up in a confrontation the others won't enjoy when they find out the truth. "You're back! Did you bring the cucumber sandwiches?"

"I did." After breaking the hug, Discord snapped his fingers, creating a plate of cucumber sandwiches over his hands. His cheerful expression then turned into a sneer as he glared at them. "Although, I imagine they'll be your last decent meal for a long, long time."

He dropped the plate, spilling the sandwiches, raising a hand up to snap his fingers. The Keyblade wielders quickly dove away from the group as soon as they heard the snap, Discord trapping Applejack, Rarity, Rainbow Dash, Pinkie Pie, Fluttershy, and Spike inside of a cage. The draconequus expected Aqua, Ventus, Kairi, Sora, and Riku to know he was now against them, making sure he didn't leave a lock on the cage to break them out with their Keyblades. The escaped ponies summoned their weapons, staring the traitor down while the others questioned what was happening.

"Discord, what are you doing!?" Fluttershy asked.

"He betrayed us, Fluttershy," Aqua said, greatly upsetting and confusing the pegasus. "I know he's your friend, but he chose to join Tirek."

"And he's been helping him steal other ponies' magic," Ventus said, twirling his Keyblade in his hoof as he waited in anticipation to take down Discord. "We didn't want to tell you girls, especially you, Fluttershy. Now, Tirek probably knows Twilight has Celestia's, Luna's, and Cadence's magic and is on his way to take it from her."

"Why?" She looked at Discord, completely heartbroken as tears welled up in her eyes. "Why would you do this? I thought we were friends..."

"Oh. Oh, we were, Fluttershy," Discord said, feeling no remorse for his actions. "Tirek offered me so much more than your dumb little tea parties. Surely, you should have seen this coming."

"I didn't," Fluttershy sobbed, burying her face in Applejack's shoulder as she comforted her friend. "I really didn't."

"Well, we did!" Kairi said. "You won't get away with this!"

"You three think you can stop me?" Discord asked with amusement.

"I managed to beat you until you were bruised," Aqua reminded.

"Yes, well, that's because I underestimated you, Aqua. I was actually testing you to see how strong you were compared to Sora." Snapping his fingers, he made a blue book appear titled "Aqua" on the front cover. "You do possess a lot of magical skill and your fighting prowess is incredible...at least, before you wound up trapped in the Realm of Darkness and nearly went crazy for fifteen years."

Aqua gasped, never telling Discord that, nor has anyone else ever said anything about that or anything of her past to him. "How do you know that!?"

"He looked at your memories," Ventus said. Aqua looked at the teen in confusion. "Discord did the exact same thing to Sora, looking through his past to try to trick him and manipulate him into the opposite of who he was. He tried using that tactic to fight him, but his Harmony Form was able to beat the mimicked powers of the Organization XIII Nobodies, even their weapons."

"So you eavesdrop on anyone you meet to get into their heads..." Aqua growled, pointing her Keyblade at him. "You're a sick, twisted fiend."

"Why, thank you," Discord said, taking it as a compliment as he bowed. "Now, how about we settle this where we won't break apart Ponyville too badly?"

He snapped his fingers, shrouding the area around them in darkness, wind blasting against everyone as the Keyblade wielders braced themselves and closed their eyes. The wind began to slow down, sounding ominous as the air felt incredibly dark around them. Aqua opened her eyes, gasping in horror as she saw where they were. They were standing on the hill she, Ventus, and Terra went to at night to watch the stars in the Land of Departure, but it wasn't the bright and sunny world they called home. Discord brought them to the slowly dying Land of Departure, dark clouds and darkness making the world lifeless, when Master Eraqus was slain by Xehanort.

"W-What? Why are we here?" As she stepped forward, she noticed she was standing on two legs. Looking down at herself, she was a human now, no longer a pony. "What's happening!? Please don't tell me I've gone mad..."

"You're not, Aqua," Ventus assured. She turned around, finding Ventus and Kairi were humans as well, the latter looking around at the strange world tainted with darkness. "This happened to Sora. It's just an illusion, but he's able to make anything in here feel real."

"You must have done your homework, Ventus." Discord's voice rang out around them, Aqua, Ventus, and Kairi summoning their Keyblades in their hands, standing back to back as they looked around the illusion of the darkness infested Land of Departure. He walked onto the summit, appearing in the air before fully showing himself as he stepped on land. He was wearing a black coat similar to those worn by the Nobodies in Organization XIII, but he had the hood down and shrunk a little, just about as tall as Aqua. "Though, I was a little surprised to know you were in Sora's heart for a long while. Ever since he was a five-year-old boy. And yet you're still so young! How do you do it?"

"Quit digging into our heads!" Ventus exclaimed. "Where are the girls and Spike!?"

"Relax. They're right over there." Discord pointed over to the side, where the cage the ponies and baby dragon were trapped in hovered in the air outside of the protective railings of the summit. "Out of harm's way for our little fight, and Ponyville won't suffer from getting destroyed."

"Why are you wearing that?" Kairi asked.

"I thought it would be fitting for the scenery," Discord said. "Just be grateful I didn't choose the Realm of Darkness, otherwise I would give Aqua another psychotic episode and bring back Torrent along with another ice pillar castle." Aqua growled, tightening the grip on her Keyblade, despising the mind tricks he was playing on them. "Feeling angry already, Miss Keyblade Master?"

"I'm already mad enough after what I've been through," Aqua said. "You're just as sadistic as Xehanort, and I'm not going to be toyed with by your mind games!"

Aqua ran forward, rushing at Discord to attack him, wanting to get out of this illusion of the world she once called home. She swung her Keyblade, only to miss as the draconequus teleported a few feet away from the length of the blade. He warped back in front of her, spinning around and smacking Aqua hard with his tail, sending the woman skidding back to Ventus and Kairi.

"Ok, he wasn't that quick when we hunted him down," Ventus said, growing worried.

"Like I said, I was only testing you." Discord pointed a talon at them. "You all really don't have a clue who you're up against. I am the Lord of Chaos, able to bend reality and shape anything by my will alone. Tirek was right when I was giving up my power for friendship..." His eyes looked over at the cage, a brief second of pain flashing in his eyes when Fluttershy stared at him with a teary gaze. He shoved away all the memories of him being friends with her, no longer bound by friendship to keep him free from being turned to stone again. "You all have gotten lucky in the past, but today, Equestria will be mine and Tirek's to rule, and in order to do that, Tirek needs more magic. And you three Keyblade wielders will be his first taste of your power!"

With a snap of his fingers, two dark purple blades of ethereal energy appeared in his hands, gripping them in a reverse style like Ventus does with his Keyblade. Discord bent his knees as he moved into a fighting stance, holding his left sword in front of him and the right behind him. Kairi, Aqua, and Ventus had no idea what Discord would do with his duel energy swords, but they weren't going to take him lightly as he can do whatever he wanted with his chaotic magic.

He rushed forward, moving incredibly fast as he warped erratically, trying to confuse them on who he was going to strike first. The Keyblade wielders brought up their blades to block, but he teleported behind them, engulfing himself around a wall of fire. Surprised by the distraction, they managed to turn around and dive out of the way as he ran forward. Discord began teleporting around while constantly running forward, trying to ram into them at random and burn them in the searing flames around him. It was hard to tell who he was targeting as they constantly rolled or dodged out of his way until the fire finally died out around the draconequus.

Aqua ran for him as Discord skid to a halt, quickly calling back his swords as he blocked a swing from the older woman. "You realize you're making the biggest mistake of your life, right!?"

"The only mistake I ever made was getting beaten by a bunch of ponies!" Discord shouted, both draconequus and human clashing as sparks from the blades flew around them and lit up the slightly dimmed summit. Their attacks were swift, too fast for the ponies trapped in the floating cage to see as they warped around the battlefield. "And I'm not going to be beaten by hairless apes with giant keys for swords!"

Ventus ran in and struck Discord from behind, but he managed to block the teen's back attack while holding back Aqua in front of him. "At least we're not gullible enough to get turned to stone twice and underestimate everyone you meet, thinking you're the most powerful being in the world!"

"Ooh, witty comeback," Discord complimented, easily blocking the onslaught of swings from both sides with his blades. "But I really am more powerful than your inner darkness, Ventus." He struck Aqua's Keyblade as she blocked him, a powerful shockwave sending her flying back. "How is Vanitas, by the way? Is he back in your heart where he belongs?"

Ventus ignored the questions, not letting Discord rile him up and get him angry. If he got upset in a fight, his opponent could easily get the upper hand. The teen flipped away, moving his Keyblade as he blocked a quick flurry of strikes from the draconequus. While distracted with the younger Keyblade wielder, Kairi and Aqua fired several spells at him, Thundaga striking him from above, but he evaded the Firaga and Blizzaga spells, contorting his snake-like body to avoid getting burned or frozen.

With Discord distracted, Ventus backed away far enough, keeping his eyes on the warping draconequus to perform a Shotlock ability. "Alright. Let's see if you can keep up with this." Once he was fully locked on, Ventus flew off, his body shimmering with a white aura as he rapidly swung his Keyblade into the draconequus, shooting out blades of energy at him at point blank range. After attacking him plenty of times, he unleashed a powerful tornado to send Discord flying, but instead of causing any damage, there were several small pale green clear spheres that hovered around his body. "What!?"

"Nice try," Discord said, surprising Aqua as Ventus's Shotlock, Multivortex, didn't even harm him. "I know about yours and Aqua's cheap little Shotlocks. You're going to have to try much harder than that if you want to lay a hit on me." With a swing of one of his arms, he sent the spheres hurling toward Ventus. He began rolling out of the way as they shot spears out at him, nearly impaling him as his body tried his hardest not to get stabbed by the energy balls attacking him. "Now, let's limit your magic usage, ladies."

Turning back to Kairi and Aqua, a powerful gust of wind formed around Discord. Thrusting an arm forward, he shot out a cyclone that headed straight for the two female Keyblade wielders. Aqua cartwheeled out of the way in time, but Kairi wasn't so lucky. She was struck by the wind and sent flying back, along with what looked like 2-D bars that had words written on them that scattered around the field. Kairi staggered back as soon as she got her footing back, somehow unharmed from the force of the cyclone.

"That was it?" Kairi asked, aiming her Keyblade at Discord again. "Firaga!" The spell didn't fire. Confused, she tried it again, but nothing shot out from her blade. "W-What!? What's going on!?"

Aqua was near one of the floating bars, her eyes growing wide when she saw the word "Kairi: Firaga" written on one side. "He knocked the spells out of her with that tornado!?"

"That's right!" Discord appeared behind Aqua, thrusting his arm forward, shooting out white chains from his hand. He caught the Keyblade Master and bound her in the tight chains, a number five appearing over her head in a white and black clock as it began to count down. "I'll start by getting rid of you first since you have the most experience."

Aqua struggled desperately to escape, unable to be helped as Ventus was still avoiding the green spheres thrusting lances at him and Kairi had lost all of her magic and abilities, which were now all over the flat summit. As soon as the counter hit zero, the magical chains tightened and exploded. Aqua cried out before the powerful blast knocked her unconscious, sent flying across the field as she slammed into an invisible wall, keeping her on the summit and falling off.

"Aqua!" Ventus called out, the spheres finally gone as he ran toward her.

"I don't think so!" Discord shot a white, arrow pointed whip out of his hand, catching the teen as it struck his back. "You're gonna go into time-out next!" He pulled Ventus back as he let out a surprised yelp, swinging the teen around him like a flail. He made the aura whip disappear, sending the younger Keyblade wielder tumbling across the ground. Discord turned back to the unconscious woman, lifting her up with his telekinesis and tossing her toward the cage. She passed through the bars, her Keyblade left behind, turning back into a unicorn and trapping her inside with the others. "One down, two to go."

"Blizzaga!" Kairi shouted, firing a blast of ice at Discord's back.

It struck him, warping away from the Princess of Heart as she took a swipe at him. While he was busy with Aqua and Ventus, Kairi made a run for the floating panels, regaining her magic and skills when his attention wasn't on her. Ventus recovered from the whiplash he received, rushing in along with Kairi since using Shotlocks would only result in creating those magic bubbles. Both Keyblade wielders charged at his sides, only to clash with each other as Discord teleported away from them. His coat rustled in an invisible wind, creating four clones of himself before they all warped around the confused teens.

"Oh great," Ventus groaned. "Which one's the real one?"

"You won't find out for long!" the five Discords said simultaneously as they rushed the two teens.

They each attacked with incredible agility with their dark purple blades, ganging up on Kairi and Ventus as they defended from the surrounding clones. Ventus was agile enough to keep his guard and evade the three Discords attacking him, but Kairi wasn't as evasive, her specialty more in magic and keeping at a distance from her opponents. The two that attacked her managed to break through her defenses and repeatedly bashed her with their blades, not giving her any breathing room as she was pushed away from Ventus. He noticed Kairi was in a lot of trouble, but he focused on keeping himself from getting overwhelmed, unable to save her.

The two clones finally stopped attacking, leaving Kairi dazed and badly injured. One of them grabbed her and flung her hard toward the cage, turning her back into a unicorn as she dropped her Keyblade. The other clones disappeared, the real Discord the one who threw Kairi as he dusted his hands in satisfaction.

"Discord, why are you working with Tirek!?" Ventus asked, taking the momentary reprieve to breathe for a moment.

"Didn't you hear me?" Discord questioned. "I'm doing this because I was getting sick and tired of being bossed around by all of you! He made me realize I had more magical power than Celestia and Luna combined, and I was blinded by friendship!"

"Then why are you trusting Tirek?" Ventus asked. "Did you ever think about why you kept helping him steal magic? He's using you!"

"As if! He and I are partners, and we'll rule Equestria together!" Discord reached into the neck of his coat, pulling out the pendant Tirek gave him earlier. "He gave me this as a sign of his gratitude and loyalty. He isn't using me. You're all lucky I kept Twilight as an alicorn a secret from him until I was sure he and I are one hundred percent equal partners with his offer, and now that I have it, I can do whatever I want without any repercussions!"

"...Unbelievable," Ventus uttered. "You're a complete fool, Discord."

"...Excuse me?" the draconequus growled, slowly putting his pendant back under his coat.

"You really do think Tirek can trust you...You're a master of manipulation, and instead, you're the sucker blinded by his lies." The teen shook his head, pitying just how easily Discord lets his guard down when he thinks he's won, only to wind up underestimating someone and end up losing because of his cockiness. "Sora, Riku, and Kairi told us about Tirek and his brother, Scorpan, trying to invade Equestria a thousand years ago."

"Yes, yes, we get that!" Discord exclaimed. "Back then was a time of a lot of bad guys and crazy darkness where villains tried to take over Equestria! Blah, blah, blah! I didn't start that trend, by the way!"

"Do you know how Tirek was sent to Tarterus?" Ventus's question stumped Discord, but he refused to guess or even listen. "His brother sided with the ponies and warned them of Tirek's attempt to take over. Tirek's own brother stopped him, betrayed him. You think he was willing to trust someone else to help him just like that?"

"Well, he chose the wrong side, then," Discord argued.

"He chose the right side!" Ventus shouted. "You chose the right side too when Fluttershy willingly accepted you as a friend, even after you tried to ruffle her feathers! You had your freedom from imprisonment in stone and you made a friend after never having one before you tried to take over Equestria! Now you've turned your back on us! You turned your back on Fluttershy! Everyone gave you a chance, and you blew it because you thought you were a prisoner working for Celestia!"

Discord leered at Ventus, swiftly teleporting in front of the teen, grabbed the collar of his jacket, and slammed his back into the side of the peak. Gripping one of his blades tightly, he held the ethereal sword's edge against the teen's neck, growling angrily.

"Do you have any idea what it's like to be me?" Discord asked. "I always feel like a prisoner, even if I'm free to do whatever I want...You have no idea what my life was like when I was younger, especially at your age! Just take one good look at me, and what's the first thing that pops into your head!?" Ventus didn't answer, but there were several words alone that could describe the draconequus's body upon first sight. "...Monster...That's what I always hear..." Despite everyone hating Discord after betraying them and siding with Tirek, the conscious mares and Spike couldn't help but feel sympathy for him. "Freak. Mutant. A walking zoo. Take your pick. But I was always called a monster before I became the Lord of Chaos.

"I was born differently than any other creature. In fact, I don't even know where I came from, who my parents were, or if there were any other draconequuses...draconequui...?" While trying to figure out the plural pronunciation of his species, he growled and gave up trying to find one. "If there were any other creatures like me! Sadly, I don't think that there are any others like me...Before I even unleashed all my chaotic magic on Equestria, I tried to fit in with other species: wild animals, gryphons, zebras, minotaurs, and even ponies. But, surprise, surprise, no one liked me because of what I am; what I looked like.

"That's one reason why I never had a friend in the past, or ever met somepony as nice as Fluttershy..." Ventus could see a bit of regret in Discord's expression, feeling like he might have made the wrong choice siding with Tirek. The hope that he would right his wrongs faded as he glared at the teen he kept pinned to the wall. "After my last attempt to try to be nice and friendly, showing off my chaotic powers I was born with, I fled and went into hiding after the last pony I met called me a monster and ran from me. I was mad. I was upset...I was alone...Then, I finally decided after living in isolation; if everypony saw me as a monster, then that's what I'll be. And I'm sure you and the others know what happens next."

"But that was in the past," Ventus reasoned. "Things can change after many years. Fluttershy became your friend. You willingly wanted to make a change. But now you're turning back into the monster you hated to be seen as."

"...It's already too late." Discord turned his head, looking back at the mares and baby dragon who felt sorry for him. He didn't dare look at Fluttershy, already causing enough damage to Equestria by assisting Tirek. He didn't believe Ventus, knowing full well Tirek saw him as an equal as they worked together to take over the kingdom. He looked down at the ground, releasing the same chains that he used to entangle Aqua around Ventus, the counter above him counting down from five. He closed his eyes, hearing the teen struggle, but with his grip on his shirt, there was no chance for him to break free. "Tirek and I are taking over Equestria."

Ventus flinched as the counter hit zero, screaming out in pain as the chain blew up around him, rendering him unconscious, his Keyblade falling out of his hand. Discord snapped his fingers, bringing them all out of the illusion. They were back in Ponyville, Ventus was a pegasus once again, and Discord lost his coat. He levitated the unconscious teen through the bars and into the cage with the others right as Tirek stomped his way over to them.

"Is this all of them?" Tirek asked.

"Most of them," Discord grumbled. "We are missing Sora and Riku, but I got three of the Keyblade wielders right here. I had to do the dirty work and take care of them so you don't get your hooves dirty."

"What's with you?" the centaur asked, questioning the draconequus's grumpy mood.

"It's nothing. Just a bit of trouble taking care of those three. Go on and snack to your heart's content." Tirek shrugged his shoulders, only caring about the magic the trapped ponies inside had that he wanted.

Using his magic, the centaur lifted the cage up, waking up the beaten Keyblade wielders from the sudden jerky movements. The moment their eyes opened, Tirek inhaled deeply, sucking out the magic from all of them. Discord had his head turned, feeling ashamed to look as he felt his conscience berate him, but it was already too late. He couldn't help but look when he heard Aqua, Kairi, and Ventus grunting, Tirek already draining away the other mares' magic and still sucking away the Keyblade wielders'. As their own magic began to be absorbed, their bodies began glowing and transforming, shocking everyone as they turned into humans, including Tirek. The centaur's body grew more from his magic stealing, breaking off the bracers around his wrists as his muscles increased in girth.

Once all the magic was finally gone, Tirek dropped the cage, both surprised to see the Keyblade wielders in their real forms and in awe at the new magical power that was unlike a pegasus's, unicorn's, or an earth pony's. "...Incredible," he uttered, looking down at his hands. Looking back inside the cage, he stared at Kairi, Aqua, and Ventus, feeling more drained than the five Element bearers, barely able to stand up on their own. "...What are they?" Discord didn't answer, utterly speechless. "Discord!"

"Huh? Oh! Uhh, they're...called humans," he said. "I told you they were from another world."

"...They look like Hades. Thankfully, their hair isn't made of fire and aren't as obnoxious as the Keeper of Underworlds..." Tirek didn't want to put too much thought on remembering the blowhard of a God from another world, always hearing him scream or yell in frustration about his horrible life while he was stuck in a cage for centuries. He lowered his head, leering into the cage at the weakened ponies and humans. "So, where's Princess Twilight?"

"We're...not telling you...anything," Aqua tiredly said, managing to sit up on her knees. "It's...not over yet."

"We'll see about that," he said. He turned to Discord, the draconequus still in shock to see the three trapped Keyblade wielders as humans, their lost magic preventing them from fitting in with Equestria's inhabitants. "Do you think Princess Twilight will do anything for them?"

"...Well, probably," Discord said, shaking his head and snapping out of his thoughts. "Unfortunately, Sora and his friend Riku will be with her as her bodyguards. They won't be much of a match for you, but once you steal their magic, there won't be a single creature in this world or the next who can stop us."

"Us?" Tirek questioned with a laugh. "Who said anything about us!?"

"Wait, what?" Discord yelped, his body suddenly trapped in Tirek's orange aura field.

"I didn't think you would be so stupid in trusting me, Discord. I'm a little shocked you didn't do me in the moment you found me. Then again, you've gotten too soft being with these equines." The evil centaur lifted the trapped draconequus up in the air, unable to move or use his magic to break away. The Keyblade magic in Tirek made him stronger than he expected, especially from the two magically powerful female wielders. "Thanks to you, I'm strong enough to keep you from using your magic against me. And now that I'm aware of the alicorn magic I seek, I have all the power I need to take it from her. You're no longer of any use to me."

"W-What!?" Tirek inhaled, using his magic to begin sucking away Discord's chaotic magic. Discord grunted in agony, unable to squirm away as he felt his magic being pulled out of his body. His eyes rolled back into his head as they glowed yellow, his chaos aura spewing out from his mouth and into Tirek's. The ponies, dragon, and humans watched in shock, the Lord of Chaos being completely drained of his own unique magic. Once every single ounce of it was gone, the centaur dropped the draconequus to the ground. "I-I don't...understand." Discord grabbed the pendant and held it up, confused as to why his partner would do this. "You said this was a sign of your gratitude and loyalty. A gift from someone close to you."

"My brother who betrayed me," Tirek replied, making Discord's jaw drop, though not literally as he was without his chaos magic. "That thing's as worthless as he is. I'll be sure to mention your name to these equines, known as my pawn who was dumb enough to help me."

Tirek made his way out of Ponyville to find Twilight, Sora, and Riku. Discord had been double-crossed, and he had fallen at his highest yet again. First neglecting how powerful the Elements of Harmony were, then by how strong Twilight's friendship with her friends and Sora were by the Keyblades of Harmony, and now betrayed by someone he thought saw him as an equal, not heeding Ventus's earlier warning before blasting him to unconsciousness.

"Karma comes right back around to stab you in the back." He slowly turned his head back to the cage, most of the prisoners inside still in shock that Tirek could also steal Discord's magic, now making him more dangerous with the reality breaking power of chaos. Aqua leered at him, utterly disappointed, making him wince, knowing he screwed things up the moment he began helping Tirek. "Should have seen that coming, Discord."

"...I didn't..." The draconequus looked down at the triangular medal, a worthless trinket he thought meant something. He regrets everything he had just done, wishing he could take it all back and do what he should have done. But not even he could turn back time with his magic, shattering his friends' trust in him and destroying his friendship with Fluttershy, the first pony to ever truly call him his friend. "...I truly didn't..."

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