• Published 28th Mar 2017
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The Magical Quest Starring Mickey Mouse: The Equestrian Adventure - wingdingaling



All Mickey had ever known was his own home. And for years, peace and prosperity had reigned. However, unknown to him, there is another magical kingdom in need of a hero.

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Chapter 29: The Looming Nightmare

Chapter 29

The Looming Nightmare

Across Avalon, a chill in the air was felt. After the mysterious light passed over the city, it felt as though something otherworldly had happened. As though they had left one dream and stepped into another.

No creature knew what to expect. Some simply waited. Some tried to leave, only to find they were unable to walk past the borders of town. There was no wall, and no magic was felt there. As far as they could tell, they had all simply lost the will to flee their home.

There was no escape. All they could do was wait for what was happening to happen.


The nightmare had been unleashed.

It was pandemonium as the audience ran away. Creatures of all species tumbled over one another in their mad rush to escape the horrible scene.

With a flap of her many wings, Souris flew off the stage and into the crowd.

Rarity and Nopony took cover behind the counter at another nearby booth. Both peered over, and saw the full view of the scene unfolding before them.

From where he hung suspended over the stage, Mickey tried valiantly to free himself from the ropes and explosives that bound him. If he could only get free, he knew he could take on the demonic lady-bat.

Onstage, the models were all rooted to the spot, awed and frightened by the sight of the lady-bat. Most of all, Twilight was horrified by what Souris had become. After the lady-bat had taken her under her wing, and for the first time in weeks made her feel confident and useful, she was now a monster.

As she flew, Souris dropped her altitude to fly among the crowd. In spite of the many creatures, she was not slowed down in the slightest by any of them. When Souris flew among them, a strange phenomenon occurred. Bright flashes of light were seen in the crowd, and the sounds of screaming voices dwindled.

Rarity and Nopony ducked as Souris looped around and flew over them.

Mickey had just barely begun to wriggle loose when the lady-bat landed back on the stage.

As if a signal had been sent, six of the seven models started to run.

With a flap of her wings, Souris caught the wild-haired creature with the fangs first.

The model was caught in Souris’ hooking feet. Before she had a chance to struggle, Souris’ jewels glimmered brightly. In a flash, the model disappeared in a burst of starlight. The light that was once a living creature was then absorbed into Souris’ very being.

Twilight watched in horror as each of the other models met the same fate as the first. In her mind, the horror was increased a thousand fold, as she could only wish to save any of them.

Souris landed on the stage, the claws of her feet clicking loudly against the laminated wood. Turning her head, she saw Twilight huddled on the stage like a frightened filly.

The young alicorn choked when she saw Souris walk toward her. Every one of her nerves flared when Souris reached one of her wings toward her. With a sharp gasp, she pulled away beyond the lady-bat’s reach.

“You don’t need to be afraid, Twilight. You were not born of Avalon, so this spell won’t have any affect on you. See?” Souris said, as she reached out a claw.

Twilight flinched violently when the claw touched her forehead. To her everlasting relief and surprise, she remained perfectly unharmed by the touch.

The young alicorn froze completely when Souris curled the rest of her impossibly long fingers across her back. The feel of Souris’ wings on her body was like being wrapped in a warm, leathery blanket. In spite of the warmth, Twilight’s whole body shivered as she was gently goaded closer to Souris.

“S-Souris...What have you done? Why...? Y...You...killed them...” Twilight shakily said.

“No, no, no, sweetheart. I made them all a part of my finest creative performance,” Souris cooed, as she stroked her comparatively diminutive thumbs on Twilight’s forehead. “By sacrificing their magical power unto me, they are now able to be collectively gathered to one place. One being. My master, Yen Sid.”

Twilight, Rarity, and especially Mickey all froze when they heard that. As for Nopony, he was now both frightened and confused.

“But...I trusted you...” Twilight said.

“And you still can,” Souris replied. “I never lied when I said you had great potential within you. And you can still learn, if you choose to stay beside me.”

It was all too tempting for Twilight to accept. Looking into the lady-bat’s solid red eyes, she could see a reflection of herself as she wished to be. Magical. Useful.

“I...I…” Twilight said. She didn’t know what to answer. Her voice froze in her throat as she tried to articulate her response. Her whole mind went blank when she saw Souris smile fiendishly at her once more.

“It’s alright. You don’t have to make your decision just now,” Souris said, as she stood up to an imposing height. “But, I know a smart mare like you will make the right choice. And when you do, you can be as great and as powerful as your imagination takes you. Remember that.”

Twilight and her friends all watched as the wings on Souris’ back spread wide, as if to envelope all that was around her. With a flap, she was airborne, and the lady-bat flew off.

Rarity and Nopony both took cover as Souris flew over them.

The very tip of Souris’ wing touched the booth they two ponies were using to hide. As soon as it had, the entire booth started to waste away. The tarp that covered it started to lose its sheen, and holes tore themselves into its surface. The wood that it was made of started to splinter, and turned to dry rot.

The fashionista and the performer both jumped free of the booth just before it collapsed on top of them. Rarity’s first action was to rush onto the stage and regroup with Twilight.

“Twilight!” Rarity called, as she rushed to her friend’s side.

After what she had done, Twilight was surprised to see she had any friends left. She was quickly helped to her hooves by Rarity.

“Twilight! Darling, what’s happened!? Did she hurt you!?” Rarity frantically asked.

“I’m alright. But...the others…” Twilight shakily said.

Twilight had brought up an important point. As long as Souris was loose in the city, every pony, every griffin, every kappa, cervequin or kelpie was in danger.

“MGMFF-FUMF-HRMF-FRM!!!” Mickey shouted, still gagged and suspended over the stage.

Rarity and Twilight both heard the noise and went to investigate. When they checked behind the fallen ‘Amaranthine’ billboard, they found their ermine friend bound and gagged with explosives.

“Mickey!!” Rarity said.

Twilight did not even attempt to help, as Rarity began to toss her pearls.

Rarity’s pearls were suddenly stopped by Nopony.

“What are you doing? What if he attacks us again?” Nopony said.

“Regardless of if he does, I must get him down. He’s still my friend,” Rarity said, as she wound up to throw her pearls again.

“Does he know that?” Nopony wondered.

Rarity threw her pearls, which wrapped around Mickey. With a strong pull, the mouse started spinning, and the ropes that bound him started coming loose. After a little more than a second, Mickey, and what looked like a hundred sticks of dynamite came falling to the ground.

“Mickey, are you alright!?” Rarity asked.

“I’m fine. I’m--” Mickey cut himself off when he looked out from the stage, and saw the state of ruin the city was slowly falling into. Whatever Souris had so much as touched crumbled to dust, and he knew who was responsible. “--Oh, gosh! This is all my fault!!”

“No. You’ve done none of this. It’s all that horrible bat’s doing,” Rarity said.

“But, you don’t understand! Pete duped me into givin’ that jewel to him! He said he was gonna kill my girlfriend if I didn’t help, and--And I feel so stupid for believin’ him!” Mickey said.

“I’m partly to blame as well then. I should have asked you about the nature of your wanting that jewel,” Rarity said.

“It’s all my fault! I should have kept the jewel with me, instead of leaving it with my dad! And now the whole city’s in danger, because of it!” Nopony said.

Twilight took off the necklace she was wearing and looked at the green jewel. After a brief moment, the face of a blue cervequin appeared on the surface. Though the cervequin said nothing, Twilight could see her face convey the deepest regret, fear and sorrow. And it was all directed at the young alicorn. One look, and Twilight knew exactly who was to blame.

In the distance, screaming was heard. With the crowd of screams, a building started to tilt over as its lustrous sheen disappeared.

“Fer gosh sakes, we can’t just stick around here feelin’ sorry for ourselves! We gotta stop that devil-witch!” Mickey said.

“Yes! And we’ll do it together!” Rarity said.

“And how! From now on, nothin’s gettin’ between pals like us!” Mickey said.

Twilight silently watched as Mickey, Rarity and Nopony all rushed to face Souris. Without so much as a suggestion from herself, whatever friendship problem they had was solved. Had she become so superfluous? Whatever magic Mickey had in his own home, it surely seemed to render the magic of Equestria worthless.

“Twilight! What are you doing!? We need all the help we can get!” Rarity called back to Twilight, before she continued to run after Mickey.

Twilight knew she was completely powerless to stop Souris. But, as her duty as an Equestrian princess, she knew what she had to do. After removing her dress, she ran after the others.

Atop the ruined roof of Amaranthine, Pete watched the others run off.

He had been but a pull of the trigger away from ending Mickey Mouse once and for all, and it slipped through his fingers. But, that didn't matter. They had no way of escaping Avalon. And between him and Souris, they could eliminate Mickey and his friends.

Pete reached for the tommy gun he had dropped, and was about to chase after Mickey, when he noticed something. His firearm glimmered momentarily with magic when he picked it up, and stopped suddenly.

“Hm…” Pete said, as he hefted his weapon into the air.

The tommy gun simply levitated in place, held up by the glittering starlit magic.

“Interestin’,” Pete said, smiling deviously.


All across the Circle of Dreams Plaza, horror ensued. Creatures panicked as Souris flew above them all.

As she soared above the buildings, Souris could feel the very air itself was thick with magic. And it would be hers to command how she wished. Her first chance came when she saw a gaggle of griffins trying to fly away to safety.

The lady-bat began to spin in mid-air. Specks of starlit magic started to swirl around her. The faster she spun, the more magic enveloped her. Soon, Souris had become a glittering cyclone, which sucked in all that was around her.

The griffins, and any other creature that tried to fly were all drawn into Souris’ cyclone. On the ground below, creatures were heaved and tossed by the violent gusts of wind. Within seconds, any creature caught in the cyclone were dissolved into glittering magic, and absorbed by Souris.

Mickey, Rarity, Nopony and lastly Twilight all arrived on the scene as the cyclone grew in size. Soon, it was going touch down to the ground where it would absorb the creatures on the streets below.

“Well, don’t just stand there! We gotta stop that tornado!” Mickey said.

“Stop a tornado!? Do you realize what you’re saying!?” Rarity asked.

“‘Course I do! Now, let’s get movin’!”

And that was all Mickey said, before he rushed into the fray.

“Wait!” Twilight called after him.

Rarity knew that Mickey was a powerful user of his own magic. And that she herself was well on her way to becoming such. With that in mind, she knew there was the chance of anything being possible. Even stopping an unnatural disaster.

“I just hope he knows what he’s doing!” Rarity said, before she started to run.

After taking a moment to psyche himself up, Nopony too ran after. Before he took two steps, he was stopped by Rarity.

“I need you to stay here!” the fashionista said.

“But--” Nopony began.

“No,” Rarity interjected. “You heard what that devil said. The spell only targets those born of Avalon. I can’t have you putting yourself in danger for anypony’s sake. Please, stay here where it’s safe. For me.”

Once again, Twilight felt her heart sink when she saw Nopony silently agree with a slow nod. They had not known one another a day, and the bond between the two ponies had grown so greatly. It made her feel even more worthless, and made the notion of accepting Souris’ offer even more intriguing.

Twilight stayed back without Rarity noticing as the fashionista ran off to assist Mickey. Glancing over, Twilight saw Nopony tensely juggling with one hoof as he watched Rarity. He was awaiting the moment his mare returned safely to him, and Twilight knew she had truly lost against her own friend.

The magical cyclone Souris had conjured was nearly touching down. Whatever was loose in the streets started blowing around, threatening the creatures on the ground.

Mickey and Rarity both had to hold their hats to keep them from blowing away. Looking up, they could see Souris spinning at the very core of the magical maelstrom.

“We gotta reach her up there!” Mickey shouted over the wind.

“How!?” Rarity said.

Mickey took barely a moment to think. A look to his mantle, then to Rarity’s pearls, and he knew what to do.

“Ya ever flown a kite before?” Mickey said.

“Only as a filly. But--Oh!” Rarity said, catching onto the mouse’s plan.

With seemingly rehearsed choreography, Mickey jumped into the air, and was caught by Rarity’s swinging pearls. Pulling his mantle over his head, Mickey started to float as Rarity ran forward.

The closer they came to the cyclone, the wind grew stronger. Rarity’s hat was blown away as she lowered her head against the wind. Mickey’s own hat was cradled within his billowed mantle.

The faster Rarity ran, the higher Mickey flew. Soon, the mouse was a level height with Souris.

Rarity’s steps were greatly slowed down by the blowing wind, but it was enough for Mickey to do what he needed.

The mouse pulled himself free of Rarity’s pearls, and was sucked into the magical cyclone.

Inside the vortex, Souris smiled as she spun. In only a few moments, she would be unstoppable.

Mickey burst through the spinning magic, and landed on flying debris. He jumped forth, and kicked Souris so hard that she spun in the other direction.

When Souris stopped spinning, the cyclone was still raging, but it had stopped growing.

“Who--!!?” Souris began. The lady-bat saw Mickey land on another chunk of debris. “You!? Pete was supposed to dispose of you!!”

“He ain’t done it for almost a hundred years! And it’ll be a hundred more before he even comes close!” Mickey said.

“Then, it should have been me who faced you a hundred years ago! It would have ended then!” Souris rebutted, as she spread her four wings.

Mickey’s eyes widened as he watched Souris’ entire body crackle with magical power. Apart from Yen Sid, the mouse had never seen anyone with so much magic within them. Still, he wasn’t about to back down. Souris had to be stopped, and he was just the mouse to do it.

Souris flapped her wings, and the debris around her started blowing about like leaves on a breeze. Another flap, and the debris flowed toward Mickey like a river.

The mouse hopped up, and started running across the top of the debris. He slid down the side of a broken building, fanning his mantle at the smaller debris that flowed toward him.

Souris raised her arms, and debris started sprouting like trees along the river of rubble. With them, broken bricks started jumping like fish to get Mickey.

A swing of his mantle, and Mickey turned the bricks into harmless sardines.

“Child’s play,” Souris scoffed, as the harmless fish flopped about.

With a swing of her arms, the leathery webbing that made up her wings enveloped the sardines. When they passed, there was no longer the tasty sandwich topping, but a huge, massive, demonic pike.

One set of the massive fish’s jaws opened, revealing a larger, nastier, sharper set beneath. And they were aimed at Mickey.

“Criminey!” Mickey shouted as the fish shot toward him.

He was only barely able to swing his mantle over the fish’s face. The action corked every one of the jagged fangs, making the fish only ram him into a debris tree. On impact, the fish dispersed into stardust.

Souris swung her wings again and again over the pieces of debris. The debris soon constructed itself into one singular tree with a multitude of arm-like branches. What looked like a failure of modern art turned into a nightmare when the branches reached out for Mickey.

Mickey had to defend himself from a multitude of punches, slashes and grabs all at once when Souris made her next attack. Soon, he was overwhelmed, and the devilish tree started pushing him back out of the cyclone.

Souris knew she was about to win. A fiendish smile crossed her face, until a piece of debris was forcefully swung into her.

Looking for the source of the attack, Souris saw a string of pearls slithering through the maelstrom.

Another piece of debris swung at Souris. This time she was ready for it.

The lady-bat dodged the debris and caught the pearls that swung it. With a wave of her hand, the pearls started reeling in the wearer like a fish on a hook.

Rarity was taken off her hooves as the pearls around her neck pulled her upwards. She was only just able to get her front hooves between the pearls and her neck, before they choked her. However, it did not save her from being pulled toward Souris.

Twilight and Nopony both gasped when they saw Rarity being drawn upward.

Whether he faced oblivion or not, Nopony knew that he had to do something. Without so much as a thought or a breath, he ran forward into the fray.

“Wait!” Twilight called.

She knew full well it was her own fault any of this had happened. Had she listened to her instincts and not trusted Souris, the creatures of Avalon would not be in danger. Now, she was facing yet another imminent casualty. If only she could contribute to stopping the catastrophe.

The sight of a faulty billboard over a fallen theater gave her an idea. If Souris were to be just beneath it, all it would take is a strong push. Gravity would do the rest.

It was a longshot, but it would be an easy way to end the fight with Souris. And, hopefully it would force her to return the magic she stole.

With a moment to contemplate what she was doing, Twilight ran ahead to join the battle.

Nopony nimbly climbed to the top of a building, using the windowsills and fallen rubble to quickly reach the highest point.

With a jump, the performer leapt to a fallen sign, and used it to springboard himself into action.

Rarity had been drawn up into the cyclone, and was caught in Souris’ icy grip.

The fashionista gasped when she saw Souris ready her dagger-length claws to gouge the life out of her.

Mickey kicked a chunk of debris Souris’ way to stop her.

With Rarity in her grip, Souris spun and flapped her wings over the debris, turning it to stardust.

Mickey continued his assault, only to be stopped by Souris placing a piece of a wall herself and the mouse.

Souris pressed Rarity against the wall, and readied her claws again.

Rarity knew this was it for her.

Two weighted rubber balls bounced off the wall next to Rarity’s head and hit Souris directly in both her eyes.

The lady-bat shrieked in pain and let go of Rarity, as the balls bounced back to Nopony’s hooves.

Rarity threw her pearls to Mickey before she fell, and was helped up to the rubble he stood on.

“What happened!?” Mickey shouted over the wind.

“It’s Nopony!” Rarity said.

“Nopony! What’s that bozo thinkin’!?”

On the other side of the wall, Nopony’s skills as a tumbler were pushed to their limit as he avoided the touch of Souris. Using his skills as a juggler, he was able to roll makeshift shields across his body and bounce his juggling balls to hit his opponent.

With a wave of her wings, Souris caught each of Nopony’s juggling balls, and sent them back to him, ten times the size.

Nopony fell to his back and launched the oversized balls away with his hooves. One of the balls clipped a wing on Souris’ back, making her lurch in mid-air.

Souris was not about to be bested by a nopony. Her body crackled with starlight, and the oversized juggling balls all turned on Nopony.

The performer was beaten and battered by his own equipment. Soon, he was knocked into the wall that separated him from Mickey and Rarity.

The wall leveled out from the force of him hitting it, allowing the others to watch as Souris pounced on him.

Rarity’s nerves snapped at the sight of the demonic lady-bat lunging for her beloved Nopony. But, before she or Mickey could react, it was too late.

Time stopped as Souris’ claws drove into Nopony’s side, making the performer yelp in horror. The last thing Rarity saw of him was his horrified face as he burst into stardust.

“You evil--” Rarity could think of no curse word foul enough to describe Souris. Instead, she unleashed her fury against the lady-bat.

Souris readied to resume her attack against Rarity and Mickey. But, she was unprepared to face what wrath Rarity was about to reign down upon her.

The lady-bat swung her two right wings over a piece of debris, intending to turn it into a viciously spiked ball of steel. Before she could even attempt to throw it, Rarity’s pearls wrapped around her two wings, cinching them together.

Souris loosed another ear-shattering shriek, as her wings felt they were being shredded.

With a swing of her head, Rarity threw Souris against a piece of debris.

After briefly seeing the direction the cyclone was spinning, a new idea came to Rarity.

Twirling her pearls like a gymnast’s ribbon, Rarity unleashed all Tartarus on the lady-bat.

Souris was just able to knock away the smaller pieces of rubble, and even managed to slash Mickey with the claws on her free side.

One entire side of Mickey had been cut by the many claws. The mouse barely had time to grieve when he realized that the cyclone was slowing down.

Rarity too realized what was happening. She had found the solution to ending the raging storm in the city, and was not going to let up. To save the remaining creatures of Avalon, and to avenge Nopony, she couldn’t.

With a burst of strength, Souris pulled her wings free of the pearls just as the storm subsided.

With the debris they were standing on falling through the air, Mickey and Rarity leapt to safety.

Rarity made a daring leap and swung her pearls around the nearest fixture. A fixture that happened to be the theater billboard Twilight was climbing toward.

Twilight flinched as the pearls wrapped around a rebar next to her. Her heart stopped as Rarity came swinging in from above. As much as she wished to save her friend, her instinct to use magic did not even activate when she saw Rarity falling through the sky.

Any tension or panic she felt for Rarity left when the fashionista landed on the ground with a graceful somersault, not unlike the heroines of a silent era film.

Twilight felt she should have known. With the way Rarity was learning magic, she thought it was likely her cutie mark would change to a copy of her own. For all she knew, Rarity may as well have grown a pair of wings. And they would probably be more glorious than Twilight’s own. And Rarity would probably even master flying sooner than herself.

These thoughts and more made Twilight almost stop climbing the rubble to the top of the theater. But, she still had a mission. If she could stop Souris, she would find her place next to her friends.

Once she reached the top, Twilight faced the back of the billboard. The alicorn looked to the street below, and saw Mickey land on the ground using his mantle as a parachute.

With a whoosh, Souris flew up past Twilight and circled around to attack the others.

Twilight watched the lady-bat’s flight pattern, calculating the exact spot she should be to be properly squashed. She gently pushed the sign with her hooves, and felt how firmly it was embedded in the broken concrete it was. It would take considerable strength, but Twilight knew it was nothing she couldn’t handle. Now, all she had to do was pick her moment.

Rarity swung her pearls at Souris with the intention of grounding the lady-bat.

Souris deftly dodged the fashionista’s attacks, and countered with her own.

Rarity and Mickey both had to dodge and tumble as the very world around them came alive. Wagons threatened to roll over them. Fire hydrants blasted water at them. The image of a minotaur on the mosaic tiles they walked on rose up and swung its mighty fists at them.

Each was defeated by Mickey swinging his mantle over them. Finally, the mouse was bested by the clothes of a nearby display dummy coming alive and punching him away.

Rarity yelped when she saw what she considered the greatest art form viciously attacking her friend. Before she could help him, Souris swooped in for another attack.

Mickey got up from the ground, and turned to resume his attack, until the ground before him exploded with a series of loud bangs.

The mouse took cover behind a fallen sign, just as three loud bangs blew the letters R.I.P. above him.

“No runnin’ dis time, runt! Yer scrape’s wit’ me!” Pete called to Mickey.

Mickey burst from cover and Pete opened fire with his tommy gun.

It was only too late that the heavy saw he only shot up a gaucho hat and a mantle that had no wearer.

Mickey rushed forth to attack head on. But, Pete was ready for him.

Utilizing the magic all around him, Pete let his tommy gun float in the air, while he magically levitated two six-shooters from his jacket.

Mickey had to slide on his knees to avoid having his head blown off.

Pete fired his revolvers one after the other, while his tommy gun levitated over his head, firing a rapid stream of lead at the mouse.

Mickey rolled behind a potted palm tree and uppercutted it into the air toward Pete.

Pete fired all three of his guns, shattering the ceramic pot. However, he could not stop the potting soil from falling on him.

Pete was blinded by the soil on his face. To add insult to injury, the tree in the pot set atop his head.

Mickey rushed to collect his hat and mantle. By simply turning the mantle inside-out, he repaired the damage Pete did to it. After swinging his mantle over his hat, it was restored as well.

Pete pulled the tree off of his head, and the soil along with it. He heaved it at Mickey like a javelin with all the technique of an Olympian.

Mickey swung his mantle, turning the tree into a seedling. He retaliated by swinging his mantle over a broken wagon axle, making it roll toward the heavy.

Pete sucked in his gut and slid beneath the rolling axle, firing his six-shooters at Mickey.

Mickey leapt forward, and grabbed Pete’s floating tommy gun.

The firearm bucked like a bronco, errantly firing bullets at anything it was facing. This included Pete, Rarity and Souris.

Pete danced about like a square dancer. Rarity hid behind a pile of rubble. Souris had to wrap one pair of her wings around herself, and created a magical shield.

Above, Twilight saw that Souris was in the exact spot to be crushed by her falling billboard. Her friends were clear of the landing zone, and her hooves were at the ready. With a mighty heave, the young alicorn started to push.

The concrete of the rooftop started to crumble, and the bolts holding the sign broke loose.

Twilight huffed and puffed as she pushed on. She knew she wasn’t as strong as Applejack or Rainbow Dash, but she could feel the sign giving way. A tiny spark glimmered in her mind. Was she using the foreign magic to push the sign along? Was she now truly on her way to mastery, the same as Rarity?

The thought of surpassing Rarity excited Twilight, and she heaved harder than before. Perhaps too hard, as she started tumbling over the edge of the building, along with the small billboard.

Souris looked up when she heard screaming, and saw a purple alicorn falling beneath a large sign.

With a sudden flap of her wings, Souris shot upward and grabbed Twilight, enveloping her in her arms. At the same time, she swerved clear of the falling sign, which crashed to the mosaic-tiled ground below.

Twilight held tightly to Souris, for fear she would be dropped to her death. The next thing she felt was a slight tremor as Souris landed on a solid surface.

As gently as ever, Souris placed Twilight on the ground. When Twilight looked around herself, she saw she was now atop a nearby spire.

Soon, the ground beneath Souris’ feet began to crack and crumble, and the starlit magic that permeated the city seeped up through them into Souris’ being.

“Dirty fool, dear Twilight. Trying to crush me? You’re quite close to making me mad at you,” Souris said.

“I was trying to save my friends!” Twilight said.

“Your friends don’t need you. You remember what you saw back in my private room, don’t you? Doesn’t it seem that even without you around, they’re all discovering what it takes to use magic like mine?” Souris suggested.

“...Yes…” Twilight choked out.

Each of Souris’ words was like a dagger in Twilight’s heart.

“And yet you, Twilight Sparkle, whose special talent has been magic, have made very little progress learning any that is different from your own. That is why--” Souris lowered herself to Twilight’s eye level, “--You need me.”

Twilight thought back to the visions she had encountered with Souris. How she saw the world as the lady-bat did, and how she fought past the shadows of doubt.

“I’m offering you this chance to join my master’s side. Stay with me as my student, and you will have what you want,” Souris said.

Looking into Souris’ eyes, Twilight could see once more how she wished herself to be. She sharply gasped and backed away when she saw her reflection flash Souris’ fanged smile.

Souris smirked when she saw Twilight was hesitating with her answer.

“Think of it this way, Twilight: you Equestrian royalty were never worth anything,” Souris said. “When your mare in the moon tried to create eternal night, where were they? When your god of chaos turned the roads to soap and the clouds to cotton candy, where were they? When one of your royalty was impersonated so that your kingdom’s emotions could be feasted upon, where were they? Whenever there’s trouble, you alicorns are always helpless to stop it!”

Twilight glowered at Souris. She would have been angrier, if only Souris were not telling the truth. Just the same as she always did.

“I…” Twilight began, “...I was a princess when the magic of my kingdom was stolen before! A-And I handled it without using magic like yours!”

Souris smirked at the account Twilight conveyed.

“I do recall hearing how once upon a time, the magic of your kingdom was stolen by a centaur. And how he was defeated by six little ponies. But, ah yes: they were still using their own magic. Your magic. This friendship that you value so much,” Souris said.

“Friendship is how we’ve always protected Equestria! Monsters like you who don’t value friendship will never understand what kind of power that is!” Twilight rebutted.

Instead of smirking, Twilight was surprised to see Souris’ face morph to a thoughtful frown.

“You think I don’t value friendship?” Souris said. “What do you think it was, budding between us when I took you under my wing? Hm? Did you think that I was only going to pretty you up, then toss you aside when some other prospect came along? No. I wanted to draw out your potential. I wanted a bond between us as strong as any student and her instructor. If you would only open up and trust me, we can truly make a master of magic out of you.”

Once again, Twilight’s perceptions of the world shattered. A face of evil who valued friendship was nothing she had seen in Equestria before. What was more perturbing still was that more and more, Souris was sounding like Princess Celestia. In her mind, Twilight imagined studying under Souris, and growing as close to her as she was to her beloved mentor.

“I...I’ll make you see the error of your ways. I promise that after you atone for what you’ve done, I’ll be your student…” Twilight said, in spite of her racing heart.

Souris sighed and shook her head.

“There isn’t any error of my ways, dear Twilight. The only way for you to understand is to experience them for yourself,” she answered.

With a flap of her wings, Souris hopped onto the stone guard rail of the spire, before giving her last words to Twilight.

“Believe me when I say this: you, nor any of your friends have faced a threat like my friends and I. Your one chance to survive against us is to join my master. And I extend this offer only to you. Stay here, while I finish off your friends. When I return for you, I expect you to have an answer for me,” Souris said.

And with that, the lady-bat flew off.

Twilight watched Souris go, not sure whether she wanted to curse Souris, or hope she saw the error of her ways. Either way, one thing was certain. Twilight had to get down from where she was.


Pete reached into his jacket and threw out a volley of glittering dynamite, which embedded into the ground.

Mickey precariously walked through the minefield that the heavy had created, knowing that one wrong step would be the end of him.

The mouse jumped his way through the explosions that erupted around him. He stepped right next to where a stick of dynamite detonated, and just barely had time to catch it in his mantle.

Turning his back to Pete, the mouse released his mantle, sending the explosion in Pete’s direction.

Pete was blown off his mismatched feet before he could toss more dynamite.

From her hiding spot behind the rubble, Rarity’s mind raced to find a way to defeat the two villains. The magic that she was now practicing, and mastered by Mickey, Pete and Souris, was one of pure whimsy and wonder. Whatever they wanted came alive, like when she stitched clothes together. Or when an artist painted. Or when an author wrote.

Rarity gasped when she realized a new inspiration. She had often listened when Twilight talked about the books she read, and the style of the writer. Some of them, she said the world the author made was mediocre. Others, Twilight had said the characters almost seemed real. Perhaps...What if…?

The first thing that came to Rarity’s mind was a set of clothes. Black trousers. White shirt. Black jacket. Dark sunglasses. And a pork pie hat. Juggling balls. And that face. That earnest, puzzled, wonderful face.

Around Rarity, she could see the air glimmering with starlit magic. This was it. She was going to make things right again. With the image of the clothes, and the pony they belonged to firmly in her mind, she began to set to work.

Grasping the magic and working with it as though it were shears, needles, thread and fabric, it was all coming together.

With one sudden swirl of stardust, Rarity backed away, and saw everything take shape. The clothes all formed and colored themselves the way she imagined. Then, they arranged themselves as if they were worn by a pony. However, the pony wearing them was not to be seen, as though he had turned invisible.

The sunglasses and hat shook, as if the invisible pony shook their head.

Rarity cautiously stepped closer to the disembodied clothes.

The glasses and hat turned to face the fashionista.

“Rarity?” asked a familiar voice from an unseen mouth.

That was all Rarity needed to hear.

“Nopony!” she shouted, as she rushed forward and embraced the performer.

Her hooves clasped around the disembodied jacket, and she nuzzled Nopony’s non-existent face unmercifully. While the grip on the clothes felt like there was a solid wearer beneath, Rarity’s muzzled nuzzled only stardust. However, she still felt as if it were his actual face.

“Rarity, what just happened? The last thing I remember is being gutted by that creepy bat-thing!” Nopony said.

“And I brought you back! Like an author scribing a novel, I brought you back to me!”

“Really? Neat,” Nopony said.

Rarity giggled at the response. It was just the way she had expected him to react. And it was wonderful to hear him.

“Is this your first time scribing a pony?” Nopony asked, when he noticed his invisible hooves.

“Ah...Yes. I still need to flesh you out a tad,” Rarity said.

This was it. From pure, raw creativity, Rarity had made the impossible come true. The state of Nopony was pure testament to how far off she was to truly mastering this magic. But, the mere fact that he was there before her was enough to show herself that she could handle the likes of Pete and Souris. And she would do it for the sake of all creatures in Avalon.

A sudden crash ended the happy reunion.

Mickey was thrown over Rarity’s cover, and rolled to a stop.

“Mickey!” Rarity said.

Mickey stood up and shook his head to lucidity.

“I’m gonna need some help with this one! Let’s you, me an’ Nopony get him--N-N-N-Nopony!!?” Mickey said, realizing what he was looking at.

“Hi,” Nopony greeted, waving an empty sleeve.

“What in the name o’ limberger happened!?”

“Just a little magic touch,” Rarity explained, waving her hoof so that it sparkled with starlit magic.

Mickey was beyond shocked. He knew that the thick, underlying fog of magic in the air had much to do with Rarity’s incredible feat. But, the simple fact that she used it to create someone from nothingness showed she had a gift few possessed. If Rarity were able to give form, flesh and feeling to the performer, she would have discovered something truly special within herself.

“You’re some kinda natural, Rarity! You’re almost as good as I am!” Mickey said.

Before Rarity could ask how many other creatures Mickey had created, they were interrupted by Pete jumping over their cover with a bowie knife in each hand.

The heavy drove his blades deep into the ground when they all dodged. Pulling his glittering blades from the stone, Pete swung them again.

The two knives extended beyond their natural reach, just barely cutting his opponents. All but Nopony, who lifted his jacket and shirt, and allowed the blade to pass through his immaterial body.

Pete was stunned by the sight. As was Nopony to see Pete.

“You again!?” the performer and heavy both said at once.

This was it. Pete was going to end all three nuisances in one blow. He magically levitated his three drawn firearms, and produced a sledgehammer from his jacket.

With a swing of his hammer, all three of Pete’s opponents were knocked away.

After she rolled to a stop, Rarity was first to counter. Her attempt was stopped when she faced the barrel of one of Pete’s six-shooters.

Quicker than she could blink, Rarity stuffed her pearl necklace inside the muzzle of the firearm. Nearly the full length of her necklace went inside, when the gun started to bulge.

There was a tiny explosion within the gun. Smoke poured out of every crack of its construction, and the entire thing went limp and fell to the ground.

Nopony didn’t know whether his immaterial body would survive a shot from Pete’s other revolver, or not.

The performer danced around each of the bullets fired at him.

The revolver shook as though it were highly frustrated, and fired a whole volley of bullets.

Nopony’s hat placed itself on the ground, and the rest of him compressed itself inside of it.

“This is a new development,” Nopony thought.

The click of a hammer made him quickly spin his hat out of the way.

With a burst, Nopony’s disembodied clothes shot out of his hat, and flew into the gun’s muzzle.

The revolver dropped to the ground and flopped like a fish, before it fell apart piece by piece.

Nopony’s disembodied clothing all rearranged themselves to the shape of the performer again. As he was, the potential for new acts was endless. Perhaps he didn’t want to be fleshed out.

Mickey was going toe-to-toe with Pete. It was only the lightning-quick swings of his mantle that stopped him from being perforated by Pete’s tommy gun.

The gun itself let up when Pete stepped in to swing his sledgehammer.

Mickey swung his mantle, but missed when Pete dodged.

The mouse was knocked back by a blow from the handle of the sledgehammer, and wrapped himself up in his mantle as he rolled away from Pete’s gunfire.

Mickey rolled in front of another broken wagon, and swung his mantle at it.

Pete smirked, having defeated the same trick before. He levitated his tommy gun over to Mickey, and readied his sledgehammer to knock away the oncoming wagon.

When Mickey finished swinging his mantle, Pete was unprepared for when it came rocketing toward him on a jet engine.

Both the heavy and his floating tommy gun were blown backwards and smashed into a wall. The wagon shattered, revealing Pete impressed into the side of the building.

Mickey, Rarity and what was left of Nopony all rushed to attack, intending to finish off Pete.

This was not how it was going to end. After facing Mickey for so long, Pete knew that he was going to be the victor.

Pete broke free of the wall just as the three were upon him. With a swing of his hammer, they all were knocked to the ground.

Nopony pushed Rarity aside, before she rolled into a broken piece of rubble that was full of rebars. In the end, the clothes that made up his body squeezed themselves to land between the jagged metal.

Before any of them could get up, Souris arrived on the scene.

With a wave of her wings, the lady-bat commanded a pile of rubble to stack up on Mickey and Rarity, rendering them immobile.

“‘Bout time ya got here! I coulda used some help!” Pete said.

“Sorry I’m late. I had to meet with someone. Although, I’m surprised that you could have had so much trouble from these two,” Souris answered.

“Let’s just finish ‘em. Do what ya want wit’ Princess Prissy-Pants dere, but de mouse is mine!” Pete said.

“As you wish,” was all Souris answered.

Mickey tried to free himself once more. The sight of Pete walking toward him with his sledgehammer raised was enough to make him panic.

Rarity tried in vain to struggle free. She gasped when she saw Souris magically levitate a piece of concrete over her head.

Nopony saw the danger his friends were in, and quickly wracked his brain for a solution. He didn’t know if touching Souris would have the same effect as before, but he knew that attacking Pete would pose no danger.

Thinking quickly, the performer shot to his nonexistent hooves and rushed toward Pete.

The heavy raised his sledgehammer over his head, intent on crushing Mickey, before he was suddenly accosted by disembodied clothes.

“Hey! What’s goin’ on!!?” Pete shouted, as he wildly swung his arms.

Pete lost his grip on his hammer and threw it at the block of concrete Souris magically lifted. The block was knocked away and broken.

Souris angrily turned to her companion, ready to make the ground swallow him up. However, she was given pause when she saw a set of clothes magically dress themselves over Pete.

“What are you doing!? Finish that mouse, before I--”

Souris was cut off by Pete punching her in the face, sending her flying across the pathway.

“Traitor!!” Souris shouted.

The hat and sunglasses Pete wore floated off of his head.

“He didn’t hit you! I did!” Nopony said.

“You!!!??” Souris said.

“Me,” Nopony affirmed.

Souris flapped her two sets of wings, shaking the dust and debris from them.

“I don’t know how you came back! But, I’m going to make sure you stay gone this time!!” Souris said, brandishing the claws on her fingertips.

Pete panicked as Souris lunged for him. Without any command from his own body, Pete cartwheeled out of the way of the attack that would have gouged him. And he proceeded to dodge every successive attack using acrobatic maneuvers he never would use otherwise.

Nopony made Pete take off his hat, causing three juggling balls to fall out. Pete caught all three, which started sparkling with magic. With a heave and a toss, all three balls rocketed toward Souris.

The lady-bat shielded herself with her wings, only for the sparkling balls to swerve around her in mid-air and attack her from behind. She dashed forward to attack again, only to miss and be assaulted once more.

Rarity and Mickey watched for a moment, marveling at the ease with which Nopony was manipulating Pete. When this was all done with, Rarity knew that Mickey was going to agree to taking the performer along with them on their magical quest.

Souris swung her four sets of claws at Pete.

Nopony made him suck in his gut to dodge Souris’ claws. When they passed, Nopony made Pete thrust his gut forward, knocking the lady-bat backwards.

With Souris temporarily incapacitated, Nopony made Pete somersault over to Mickey and Rarity. With a mighty heave, he started forcing the heavy to lift the piles of rubble that restrained them.

“Oh, no ya don’t! Dat witch-woman’s mad enough at me!” Pete protested, as he resisted the influence of the performer.

With another heave, Nopony forced Pete to lift both piles of rubble over his head, freeing Mickey and Rarity.

It didn’t take a drop of inspiration for Mickey to get an idea from seeing Pete hold the rubble over his head. Just a little bit of mischief was needed, as Mickey touched a finger to Pete’s ribs.

“Hey! No--NO!! STOP DAT--!!!” Pete shouted, trying not to laugh as Mickey tickled him.

Seeing his work was done, Nopony released Pete from his influence, and arranged himself next to Rarity.

Rarity looked over the disembodied set of clothes, and thought she could almost see nopony’s face grinning under the brim of his hat.

Mickey continued to tickle Pete, and expedited the process of getting him to drop his load of rubble by picking up a handful of dust.

“NO!--*mpf*--YA AIN’T DAT CRUEL!!” Pete sputtered.

Mickey blew the dust into Pete’s face and ran away.

Pete sputtered and snuffed, fighting the urge to do what he knew he must. Finally, in one powerful burst, the heavy sneezed.

Everything Pete held flew up into the air, and landed on top of him, burying him beneath it all.

“That won’t stop him for long! Let’s take care of that bat, before he digs out!” Mickey said.

No sooner had he finished speaking did Souris swoop from the sky and snatch at Mickey with her clawed feet like a bat skimming water for fish.

Mickey barely dodged, allowing Souris to only snatch his hat away.

Souris swerved back and swooped low to the streets. She positioned her wings so that her claws would catch her opponents.

Mickey swung his mantle at the pile of rubble, turning it into a column that toppled toward Souris.

Souris’ body crackled with magic, and she crashed right into the falling tower.

Each piece of rubble danced around her body as she flew around Mickey and the others, knocking them about with her rocky barrier.

With a burst of her wings, Souris sent the rubble flying outward, before flying into the sky to begin her next attack.

“However can we defeat her!? She’s practically invincible!” Rarity said.

Mickey’s mind raced for a solution. If only they had more help. But, Twilight had been taken away by Souris, and Goofy and Donald were off on their own quests. Not only that, but the citizens of Avalon were powerless to stop Souris, so no help would come from them.

“Wait…!” Mickey thought.

If the citizens of Avalon couldn’t help, perhaps someone else could! The mouse recalled the spell he had seen Souris working, and then the brief history lesson the cervequin who was weaving tapestries gave him earlier. He remembered everything he had heard about the city being born of a dream, and the seven who dreamt it into reality after one glorious moment of inspiration.

“That’s it!!” Mickey said.

“What’s it?” Rarity wondered.

“You two, get back to the stage! I got a feeling there’s gonna be someone there that can help us! I’ll deal with that witch!” Mickey replied.

“What do we do when we get there!?” Nopony asked.

Souris swooped back, threatening to take off all three of their heads at once, had her targets not ducked.

“Go! Figure somethin’ out!” Mickey said, as he fought off Souris.

Neither pony could figure out what Mickey meant. But, they had no other ideas of their own, and set off as they were instructed.

Souris swooped again, ready to snatch Mickey’s head off his body. When she missed, Souris landed on the ground with her wings spread.

Mickey watched the lady-bat spin rapidly, creating a miniature version of her earlier cyclone as she spun toward him. Every piece of debris the lady-bat absorbed was shot back out, no longer a piece of broken building, but as an explosive.

The mouse started heaving each bomb he could grab, and threw it back to his opponent.

Souris stopped spinning, and batted away each thrown bomb with her wings.

Explosions showered around her, and she raised her arm to the smokey air. The fire and smoke of the bombs all spread across the sky like an infernal borealis.

Souris cackled madly as the fire and the flames rained down upon Mickey.

The mouse dove beneath overturned rubble, using it as a makeshift bomb shelter.

With each tremoring explosion, Mickey’s cover was blown away piece by piece. He didn’t know how much longer he was going to hold out under such pressure, but he needed to think of a way to counter Souris’ attack, lest he be blown to pieces with his cover.


The city looked more like a warzone as Rarity and Nopony ran back to the stage at Amaranthine.

The ground shook as they ran. They had no idea what was happening, and didn’t know if where they were going was going to have anything of use. It made it almost too tempting to try and go back to assist Mickey.

When they arrived at the stage, the first thing they noticed was the big hole that was blown out of the stage floor when Souris first arrived on the scene.

Looking in, they saw something that was not typically found beneath a stage. It was no trap room, and it was not any kind of storage area. It didn’t take Twilight telling them for either pony to know this was the logical place to look first.

After throwing a length of her pearls down the hole, Rarity hooked them onto a light at the front of the stage.

Nopony went first, sliding down the pearls with the ease and technique of an action hero. Rarity went next, sliding like a princess escaping her cruel overseer’s tower.

At the bottom, Nopony caught Rarity in his disembodied sleeves.

“M’lady,” Nopony said.

“Thank you, kind sir,” Rarity answered.

For a brief moment, Rarity thought she could see Nopony’s smiling face appear. Before she could think any more about it, a glimmer of light shone through the room. The ponies realized how unusual the room they were in was.

The walls were crystalline, as were the columns that supported the roof. The air there was even denser than before with magic. It did not take them long to see what was important in that room.

“Look,” Nopony said, pointing to the glowing altar in the middle of the room.

Rarity and Nopony both cautiously walked over to the altar, and saw a peculiar sight. There, on the surface were the forms of seven distinctly colored creatures.

Each of the creatures moved on the surface. Not in any way as if they were alive, but as if they were waves of water trapped beneath glass. As inanimate as they seemed, both ponies got the distinct impression there was something living within that altar, begging to be freed.

“What is this?” Rarity wondered.

“It’s the founders of Avalon. They’re the ones who created all of this,” Nopony explained.

Nopony ran his hoof along the surface, making it sparkle brightly with starlit magic.

In her mind, Rarity started piecing together the events. Souris had risen from this room after the magic she conjured had broken through the stage and enveloped the models. She had no idea what exactly Souris had done, but something was for sure: the founders of Avalon had been used for some diabolical spell, and the altar was the conduit.

Nopony started pushing his hooves against the altar, as though he were trying to topple it over.

“Come on, give me a hoof with this!” Nopony said, as he strained his nonexistent hooves against the stone surface.

“Wait!” Rarity said.

“Wait for what? Those creatures are trapped in there!” Nopony grunted as he shoved the altar.

“Don’t you see? That witch’s entire spell was conjured from here, using this altar!”

“So, if we destroy this, the whole spell ends?”

“You don’t understand! If this conduit is broken, the result could be catastrophic! Who knows what would happen? That witch may be stopped, but that’s not all that could be! The city could erupt in flames! The magic in the air could swallow every creature in this city whole! You--I might lose you again,” Rarity said.

Nopony looked at his hooves on the surface of the altar, and saw how magic started to collect around it. An idea came to him then. Something that he knew he had to do, for the sake of Rarity.

“Rarity,” Nopony began, as the sleeves of his jacket embraced the fashionista. “Whatever we do next; whatever happens; I want you to know that the time I spent with you was the greatest in my entire life. I only met you today, and you’ve made me realize how worthwhile my life can be. For the first time, I feel special for just being a nopony.

As Rarity listened, she smiled from his heartfelt words. But, she was feeling wary from his tone, as if he were saying goodbye to her.

Slowly, Nopony’s face came into being, and Rarity could see him looking at her. On her back, she felt his hooves now for the first time since she brought him back into existence. She felt nopony nuzzle her face once more, and a shiver of worry shook through her being.

“Nopony? What are you saying?” Rarity cautiously asked.

“Only that I want you to know what you’ve shared with me. Even without dressing somepony up with diamonds and fabrics, you can make them glamorous and special. Never forget that,” Nopony said.

Rarity’s heart stopped in her chest when she felt Nopony’s lips plant a small kiss on her cheek. She gasped when Nopony placed her hooves on the altar next to his own.

“And never forget me,” Nopony said.

The world stopped for Rarity. She had known romance before. She had read it in her books. She had idealized the perfect stallion in her mind countless times. But, she never imagined any of it could feel so terrible in a way that both hurt and comforted her.

Every dream had to end, she knew. Now, for the sake of everypony, Avalon’s time had come.

Rarity stepped closer so that her side was against Nopony’s. Her nerves calmed when she felt her breath synchronize with his, feeling her side rise and fall against the performer’s.

The time had come.

Placing their shaking hooves on the altar, the two ponies started to gather glittering stardust around them. Soon, the entire altar was enveloped in magic.

With a silent crumbling noise, which grew in volume as the altar cracked, the entire stone started to break.

There was a tremor in the air. Something had happened that affected the spell, and it made Rarity and Nopony lurch.

“I can’t do this!” Rarity said.

“We have to! We have to stop that bat-thing!” Nopony answered.

“No! I won’t lose you again!”

Nopony answered Rarity by increasing his magical hold on the altar, and cracking it more.

Another tremor blew through the air, making the performer buckle under the pressure of the unstable magic.

A ways away, Souris gasped and lost her magical hold on the explosive aurora, just before she blew Mickey into oblivion.

She could feel it. Something was leaving her, and it was all converging to one spot, trying to draw her in.

All across the city, the creatures who tried to flee all felt it as well. They all grew faint at once, feeling as if they were awakening from a lucid dream. As though they were to step from one reality into another.

In the room under the stage, Rarity lifted her head, and saw Nopony crumpled beside the altar.

“Nopony!” Rarity said, running to the performer’s side and cradling his head in her hooves. “Nopony, speak to me!”

Nopony cracked one eye open, and saw Rarity on the verge of tears. It was her who he wanted to save, and it would be the last thing he ever did.

The performer kicked a hoof toward the crumbling altar, shattering it completely.

Light filled the room. Rarity had to cover her eyes in order to barely make out the forms of seven creatures.

Each of the creatures drifted through the ceiling at the speed of light, until they all rose high above the city. Like a beacon, they shone brightly, signalling all to come toward them.

The creatures of Avalon all stopped as if they fell into a deep sleep, and drifted up toward the light.

Rarity tried her best to hold onto her beloved Nopony. The performer simply drifted through her as though he were as immaterial as before.

As he floated up, Rarity quickly climbed her string of pearls and tried to chase after him, until he was far beyond anypony’s reach.

In her mind, Rarity begged for him to stay. He was no dream of Avalon now. He was her dream that she brought into being. But, there was no fighting the truth. It was the magic of Avalon she used to bring him back from where Souris sent him, and she was forced to watch him drift toward the beacon above.

In another part of the city, Souris felt her body grow heavy, and start pulling her upward.

“What is this!!? What’s going on!!?” the lady-bat protested.

When she looked up, she saw the source of the anomaly. Her fiendish eyes widened at the sight of the seven spirits she had manipulated into doing her will.

“No! I won’t go!” Souris shouted.

Her body had become permeated with the power of the seven creatures. Now, they were taking it all back from her. They were going to end their dream in full.

Everything was taken away. Even the debris that littered the city was pulled up.

Pete was uncovered by the debris floating away, and saw the anomalies around himself.

“Shame you aren’t goin’ up there!” Mickey said, when he noticed Pete.

“Same, to you, runt! I don’t know about you, but I’m hoofin’ it outta here!” Pete said, before running to safety.

Mickey knew he would see Pete again. He always did. He watched as Souris resisted the pull of the magical beacon. The only pity he had for her was that she was not leaving fast enough. That would soon be rectified.

The mouse took off his mantle and twirled it around as he held the corners. With one solid whip, he hit Souris directly in the face.

Souris felt the intense sting, and lost her balance. She was sent into the air, hurtling toward the beacon above.

From her perch on the spire, Twilight watched as the creatures of Avalon floated past her. Whenever she reached out to save one, they passed right through her.

Among them, Twilight spotted Souris. She had been contemplating simply jumping from the spire to a nearby balcony, but thought it borderline suicidal. Now, as Souris was hurtling toward her, Twilight’s mind was made up.

With an incredible leap, Twilight managed to grab the railing of the balcony, and quickly pulled herself up.

Souris grabbed onto the nearby architecture, and held on for dear life.

“Twilight! Help me!” Souris begged, as she was pulled into the vortex above.

Twilight did not hesitate to do so. Even if Souris had caused that horrible cataclysm, Twilight knew there was hope for all creatures to change.

The young alicorn reached out and firmly took hold of Souris, intending to never let go until the storm passed.

As she held onto Souris’ wings, she felt the familiar chilling sensation of the lady-bat’s touch. Looking at Souris' face, Twilight saw her smiling. Somehow, the smile was both grateful and devious.

When she looked into Souris' eyes, Twilight saw the reflection of herself flashing the lady-bat’s fanged smile once more.

With a shout, Twilight had a horrible vision of her future self if she studied under Souris. So great was her shock that she could not maintain her grip on the lady-bat.

“Twilight! Don’t let go of me! You need me!” Souris said, as her wings slipped from Twilight’s hooves.

Try as Twilight did to hold on, it was all in vain.

Souris slipped from Twilight’s hooves like water, and went screaming toward the vortex. Her screams were only just heard over Twilight calling her name one last time, before all of Avalon was absorbed.


Were any creature born of Avalon alive to return to their home, they would not have recognized it. What were once magnificent marble sidewalks were now dull, chopped stone. What were grand works of artistry were now tattered remains. What were once towering buildings were now crumbled heaps of rubble.

Above, the sun had been blotted out by dark clouds, lending no trace of warmth or welcoming. All the city had been cast into a gloomy shadow, never to see the light of day again.

One pile of rubble stirred, and Mickey Mouse crawled from beneath.

The mouse shook the dust and debris from his head, then knocked what remained from inside his ears. No longer was he wearing his magician’s costume. Like all else of Avalon, it had gone, leaving him back in his red shorts and yellow shoes.

"Gosh! It's like wakin' up from a bad dream into a war zone!" Mickey said to himself.

The mouse surveyed his surroundings, and saw what had become of Avalon, now that the dream had ended. Most unsettling of it all, there was not a living soul in sight.

"Rarity!? Twilight!?" Mickey called out.

The mouse heard something stirring nearby, as though someone were breathing heavily.

Mickey rushed to the source of the noise, and found Twilight sitting beneath an overturned sign.

“Twilight!” Mickey said, before he rushed to her side. “Twilight, are ya okay? Are ya hurt?”

Twilight pulled herself together as best she could to answer. No words came to her. All she could do was barely shake her head, as she mustered the will to speak.

“I...I...I’m okay...I just need to…”

Twilight didn't know how to finish that sentence. Deep inside herself, she wanted to be a useful asset to her friends. More than anything, she wanted to have provided help to the others when they needed her the most, and save Avalon from destruction. But, she knew it could never be. Without her own magic, she was incapable of doing anything that she wished.

"Take yer time an' wait here. I'm gonna go look for Rarity. Don’t go anywhere until I get back," Mickey said, before leaving to look for Rarity.

Waiting. That was almost the only thing Twilight could do. With or without her help, Mickey would have found Rarity. If anything, they could have gone on the remainder of the quest without her, and still return triumphant.

In that moment, Twilight hated herself. She hated not being able to defend her home from Pete, the Big Bad Wolf and their weasel minions. She hated not being able to rescue those workers from the mines. She hated only being able to watch, as Rarity helped defeat the monster from the grotto. She hated not being able to see Souris for what she really was and allowing herself to be manipulated. She hated not being able to concoct a plan in time to save Avalon. She hated her inability to solve the problems between Nopony and his father. Most of all, she hated not doing anything of significance, and forcing Avalon to end its beautiful dream, thus destroying the city and everypony along with it.

Twilight remembered the visions that Souris shared with her. They had been blurry, and Twilight often thought she could see herself in them. But now, she knew it was not her in those visions. That mare was helpful, useful, beautiful. As she was, Twilight knew she could be none of those things. Who needed a mare like her to accompany them?


"Rarity!?" Mickey called.

Though it was only a little over two minutes that he left Twilight alone, it felt as if it were hours. Mickey had been calling repeatedly for Rarity, searching for any sign of her white coat against the drab grey.

"Rarity!?"

A quiet sobbing sound caught the mouse's ears.

Following them to their source, Mickey found Rarity sitting before a fountain. She too had lost the clothes she gained in Avalon. A rudimentary look around, and it was seen to be the same spot where Rarity first met Nopony.

Mickey slowly approached Rarity, making sure that he wasn't moving in a way that wouldn't announce his presence too jarringly.

Rarity glanced over, and saw Mickey approaching her, before she turned her gaze back to the ground.

"Rarity?" Mickey quietly asked. He gently lifted Rarity's chin to face him.

One look, and Rarity knew what Mickey wanted to say. The profound sympathy and regret he felt. Without a word, Rarity leaned her head onto Mickey's shoulder, and sobbed quietly under the mouse's embrace.

For several minutes, Rarity wished the outcome could have been different. She wished more than anything that there could have been another way to save everypony and stop Souris. If it wasn't for her, Nopony could still be alive.

In her heart of hearts, she knew she could have loved him. Without even realizing it, he had taught her much about herself, and the way she viewed romance.

Rarity's sobbing quieted when she felt a gentle waft of wind blow through her mane. Though only wind, she felt as if somepony had taken their hoof and brushed it through her mane, making her lift her head and see who was there.

Nopony was there, aside from herself and Mickey. Of course, it was too much to get her hopes up that Nopony had survived the dream of Avalon ending.

With the wind still caressing her mane, Rarity looked up to see the clouds part mere inches, revealing a beam of sunlight that shone upon her.

Tears flooded Rarity's eyes as she basked in its warmth. A parting gift from a lost love.

"Oh, Nopony..." Rarity said.

“Rarity, I think I should apologize to ya,” Mickey said.

“For what?”

“For Nopony. See, when I first met the guy, I thought he was just some doofus, and that you were way out of his league. It kinda made me think lower of you to think that you were goin’ out with him. Then, I started seein’ what you did. And I started understandin’ why you would want to be with a pony like him. I just...I didn’t realize how right you two were for each other. And, I feel like I shoulda tried harder to think of some way to save everyone here. I’m so sorry, Rarity.”

Rarity sighed, and rested her head beneath Mickey’s chin.

“You’ve done no wrong, Mickey. But, I’m going to miss Nopony dearly. And I’m going to do what I can for him. I’m going to finish this quest that he helped progress for us. For the terrible price he had to pay, I’m going to work doubly hard for him,” Rarity answered.

“That’s the stuff,” Mickey gently chuckled. “Let’s go. Twilight’s waitin’ for us back this way.”

Rarity nodded, and followed Mickey to where he last left Twilight.

In only minutes, he returned to the area where he last saw his alicorn friend.

"Hey, Twilight. I found Rarity!" Mickey called.

No answer came.

“Twilight?”

No answer.

"Aw, come on, Twilight. Don't give us that silent treatment. We still got a lot o' work to do," Mickey said.

Still no answer.

"Twilight, please! This isn't funny! Say something!" Rarity called.

There was still no answer. It was as if Twilight had disappeared without a trace.

In the back of her mind, Rarity recalled Nopony's mother, and what she had done to those she loved before. Now, she feared Twilight had done the same. And it seemed Mickey was approaching the same conclusion.

"Oh, gosh this is bad! Where could she have gone?" Mickey wondered aloud.

The glittering light flashed rapidly to get the others' attention, and started drifting away.

"Mickey, that's it! That's how we can find Twilight," Rarity said.

"I hope yer right. Otherwise, we got a serious problem on our hands," Mickey answered.

Placing their trust in their glittering guide. Mickey and Rarity started to follow the tiny starlight, knowing it would take them to their lost friend.

In actuality, it was taking them in the opposite direction.


Far beyond Avalon, Twilight was hiking back up the mountain path that led them to the city of dreams. With one last look behind her, Twilight saw from her high perch what had become of the city. What was once a gleaming spectacle had become a terrible ruin. Much like herself.

Twilight sat down and lamented being unable to be what she wished she could. More than anything, she regretted abandoning the others. But, she knew they would be better off without her.

There came a noise from the hillside beyond the path she was on. A noise like many legs climbing up the slope. From the sound of it, at least two creatures were climbing toward her. One was muttering something unintelligible. And it was growing closer.

“Oh...Lost, lost, lost…” it seemed the voice was saying.

Twilight gasped quietly, when a great, black hand reached up and grabbed the side of the path. And was followed by another. Then another, and another, and too many hands.

“Oh, whatever shall I do?” Twilight heard a female voice mutter, before the owner pulled herself up from the hillside.

Twilight wanted to scream at what she saw. There before her was a massive creature, twice the size of herself with multiple compound eyes, black, unkempt hair; two fangs that protruded from her mouth, and far too many legs with hands at the end of each of them.

"Oh! Hello," the creature greeted. "Are you lost too?"

"I'm...I'm not lost," Twilight said, her fear of the creature choking her answer.

"Then, perhaps you could please tell me where I may go to be un-lost?" the creature said. "I was given a most important task by my employer. And, unfortunately, I can't seem to find where it is. Please, if you may: help me."

The plea of the creature was earnest. As much as Twilight wished she could help her, she felt as if there was nothing she could do.

"I'm sorry. I don't think there's any way I can help you," Twilight said, before taking a single step forward on the path.

"Please! I must finish my job! It would be a great service to me, even if you are only there as company. What use are you back home that is so great you can't help someone like me," the creature pleaded.

Twilight froze. She looked at the path that stretched far along the mountains, back to her home in Ponyville. There, over the horizon, she would be back home, where she mattered. Or rather, where she once mattered. With one last look to the path home, she started walking back to the creature.

"Alright. I guess I can keep you company," Twilight sighed.

"Oh, thank you dearly, my friend," the creature gratefully said, as she guided Twilight further off the path, and into the mountain wilderness. "I do so hate to be alone. At least now if I'm lost, I can be lost with you."

"I'm not lost," Twilight repeated.

Author's Note:

"I'm not lost," she says. We all know better by now, don't we?
Well, that showdown was quite a downer, wasn't it? It's starting to seem like Twilight will never grasp the magic that Rarity and Mickey have so deftly used as their own. Heck, even Nopony got the hang of it after a few tries.
One has to wonder: what actually would have happened if Twilight accepted Souris's offer? Would she have become a master of magic once more? Or would she still be fumbling around with it. And, would Souris have reformed? Personally, I don't think so.
This action scene was a lot of fun to write, as well as a bit of a challenge. The one rule that I had for this one was that in spite of her powerful magic, Souris would fire no energy blasts. I don't always follow my rules very strictly, since that limits a lot of potential for plot and story, but I stuck pretty closely to this one. The reason was the Souris does not seem the type to do something so simple. She is more of an artistic type
Whenever I do experimental stuff like that for action scenes, I always feel like it comes off as choppy and weird. Let me know how I did, and I'll see if I can't go back and make it look better.
One aspect of the action that was cut was a reference to Castlevania. Rarity was going to be whipping Souris in the head like they were Simon Belmont and Dracula. However, that didn't quite convey the hatred Rarity had for Souris, so I had her unleash some rather brutal attacks on the lady-bat.
So, it almost seemed like we had another new recruit for the magical quest. But, it was not to be. I almost did write the ending where Nopony stays, since he was dreamt up by Rarity, but that really took away from the emotional impact of the ending. It sucks, I know.
The question remains now: what are they going to do without Twilight, and who is it that Twilight has met? Are they an agent of Yen Sid, or are they simply a lost traveler? And where is the light taking Mickey and Rarity that is not in Twilight's direction?
This will all be answered much later down the line, as we are next going to go check on how Minnie, Spike and Pluto are doing. Their arch probably won't be as much of a downer. (Probably...)
Rock on, guys and girls \m/

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