Tales from the Equestrian Others- The Fallen Angel of Ponyville

by Scarlet Raven Thorn

Et Dividant Vinceret (12)

Author's Note:

Attention Readers:
The author is suffering from a common disease among writers known as Reference-itis. This chapter is to contain references to games, television shows, and Discord knows what else. You have been warned.

Warning:

• Excessive amounts of references
• Intense gore
• Dramatic scenes
• Dark imagery

For Voice:
Grim Noise = Shadar the Dark Dijin (Ni no Kuni; Wrath of the White Witch)

Minor Detail Spoilers:

• Cengoylan Tervuren = Belgian Tevuren
• For Voice:
  Gallant Aurora = Malchior (Teen Titans)

Major Detail Spoiler:
If you're wondering why Lyra Heartstrings is able to use her magic, it's because she was possessed by an Eidolon.

Don't forget to click the underlined words, and open a new tab! (Music ahead)

The first song during the final fight is dedicated to Grim Noise and his army, specifically to Grim Noise's perspective on the war.
The second song is dedicated to Z.O.D.I.A.C and their perspective.

Scarlet Thorn, Sound-Off, Vinyl Scratch, and Zecora stood rigid on the flesh balcony.

Around them the congregation of Vanished broke out into a roaring applause; hisses, growls, snarls, squawks, and grating cries filled the air.

Once the cacophony quieted Grim Noise spoke again. "Welcome my brood, to the coronation of your queen!"

A cluster of roots underneath of the heart split apart to reveal an unconscious unicorn mare. Her coat was light-blue, and her mane alternated from paled turquoise to bluish-ish white. Around her neck loosely hung a purple star-spangled coat, and on her head a matching hat.

"Trixie?!" Sound-Off gasped out in surprise, easily recognizing the boastful mare.

Scarlet nudged her, and moved a wing over her mouth.

"This mare," Grim Noise continued. "has been given an opportunity. Since her mind first reached out to me upon placing my amulet on her chest, I have explored her dreams and deepest desires and seen into the truest aspects of her soul."

He paused, waiting for the rallying cries to calm before continuing.

"In it, I see darkness. In it, I see hatred. In it, I see envy. And in it I see power! And we shall not feel need to take this power, for she shall give it to us." Grim Noise promised, finishing in a hiss.

All of the roots but the ones cradling the slumbering mare fanned outwards, flying like arrows as they struck the ground in front of the fifteen Vanished closest to the lake.

"My whispers have already taken root in her mind even if she has yet to realize it, twisting her ideals around to match our own." Grim Noise stated. "She traveled willingly to claim her kingdom, knowing full well of the mortality she is to shed. If you do not believe me, hear it by her own proclamation!"

Two roots slowly slithered into Trixie's ears, spiraling down into the canals and latching onto her brain. The unicorn's eyes gradually opened; but instead of her shimmering violet iris, her entire eye was glowing with a fierce crimson light.

"It's true." Trixie spoke, her voice cold and hard with lack of emotions. "Trixie wishes to prove to Starlight that she is just as good at magic as she is. Starlight will admire Trixie for her vast abilities."

Trixie's face suddenly twisted into one of anger and disgust, her voice came out a throaty growl.

"Trixie will prove it not just to her best friend, but to all of Equestria! She shall kill Twilight Sparkle! The alicorn must suffer for humiliating the Great and Powerful Trixie! She shall rue the day she ever crossed paths with me! And she shall feel every last bit of pain that Starlight felt! I will protect Starlight! Never again will either of us be forsaken by Twilight or the rest of Equestria! All will bow before us! And we shall rule, together!"

The roots were then yanked out of Trixie's head, and the mare promptly fell back into unconsciousness.

"For too long you have survived without a queen to guide you. A queen to protect you. A queen to love you." Said Grim Noise, "But tonight, we welcome her to our throngs. Tonight, she becomes a god!"

Scarlet Thorn and her companions watched in horror as the tendrils latched into the ground rose up and wrapped around the unconscious ponies- who were released from their captors' jaws- to drag them above the black lake. Luckily, there hadn't been enough roots to carry all the ponies- or perhaps Grim Noise had simply forgotten about the two- and Sunshine Smiles and Amethyst Star had been left behind for the moment.

The pegasus's stomach began to grow hot with fury. She had started to push herself up when Zecora stopped her. The zebra shook her head. Scarlet opened her mouth to protest, but then realized that Zecora was right. She couldn't just rush in there and expect to save all twenty-three of them.

Her teeth grit together in frustration. She looked at her twisted wings; even if the walls disabled her innate magic, it was times like this when she regretted her inability to fly the most. The mare fought back the horrible guilt forming in her heart, and swallowed her grief.

"Tonight, with these next few sacrifices and with the hatred that lies within this mare," Grim Noise held up Trixie. "you shall have a queen to lead you! Tonight, another joins are cause. Tonight, we grow stronger. Tonight, we prepare for war! Awaken my brood! And, DIVIDE THEM!"

The roots attached to the heart suddenly plunged downwards, submerging everypony but Trixie in the lake.

Then the screaming started. Their eyes exploded open as they screamed in agony. The black substance ate away at their flesh; skin began to peel away from their faces and exposed the bloody tissue underneath. They flailed in the goo, crying out for their mothers and other loved ones, while others begged Faust for death. The ooze slid down their throats, distorting their panicked shrieks into warped throaty yowls and gurgles. Finally they fell dead, and slipped into the dark waters below.

Sound-Off's claws rose to her mouth, as droplets formed in her eyes. Scarlet pulled her close, having to fight back her own cries. Vinyl simply chose to stay quiet, but anypony could see the pained and conflicted look in her eyes. Zecora simply watched.

"Now," Grim Noise bellowed. "Rise!"

The blackness suddenly began to ferociously bubble. Grim Noise yanked the corpses back up to surface, and into the air. Like the perfect machine each of the ponies' eyes opened simultaneously, their pupils replaced by dots and their sclera pitch black with swirls behind them.

CRACK!

Their grunts turned into deep growls; from their jaws sprouted fangs and flesh split along the cheeks. Limbs began to lengthen out, the skin stretching until it was torn and made ragged. They begun to grow apart, as if they were being pulled on opposite ends so that their middles could thin. Their hind legs suddenly twisted backwards and angled upwards, as their hooves were shaped into claws. Flesh melded together, and various substances erupted from their skin to rip the fragile casings further. Some swelled and grew armor, becoming tanks. Others had horns which lengthened out into deadly spears. The pegasi's wings burst open with various pops and grew far past their normal size. When the transformation was done the twenty-three new Vanished roared to signify their births.

The roots then fell limp, leaving the Vanished to swim through the corruptive liquid.

Only once the new monsters had made it to shore, did Grim Noise continue his speech. "And now, your queen!"

The vine holding Trixie began to slowly lower.

And the quartet knew they had to act fast.

Sound-Off, Zecora, and Scarlet all turned to Vinyl. The unicorn nodded her head, focusing on Trixie, Sunshine, and Amethyst. Just before the blue unicorn's hooves could touch the lake, she was teleported away.

"WHAT?!" Grim Noise roared.

"Now?" Vinyl inquired, floating Trixie atop her back- since Vinyl was the strongest and Trixie would clearly be the one the hive would target.

"Now." Zecora growled, taking Amethyst and Sunshine since she had the most endurance.

Scarlet whipped out her scythe, and scooped Sound-Off onto her back. "Ready?"

"I got your back!" Sound-Off declared, loading up her crossbow.

"Then let's go!" Vinyl yelled, jumping from their perch.

The pegasus followed after, letting out a mixture of a screaming battle cry and an adrenaline induced cry of joy as she plummeted. The zebra was the last to follow, using her old trick with the hidden hang glider to steady herself.

"Z.O.D.I.A.C.!" Grim Noise howled in rage. "GET THEM! MAKE YOUR QUEEN YOUR PRIORITY!"

The scene below erupted into battle.

Zecora flew overhead, easily dodging the roots surging after her. She reached into her bag and pulled out a net full of Cockatrice-petrification potions. "Let's see how much you like this, in these prisons you shall have plenty of time to reminisce!"

The assassin threw down the potions as she went, turning crowds of Vanished into sparkly statues. A series of cries and snarls from behind demanded her attention. The crafty zebra turned her head, only to find thirteen gryphon Vanished surging after her. Zecora smiled wickedly and threw the empty net behind her. It caught three of her enemies off-guard, and they were quickly entangled in her net causing them to crash below into a crystallized Vanished and smash it into pieces.

The remaining ten caught wind of the zebra's tricks, and split into five groups of two. Zecora reached again into her seemingly infinite bag and pulled out another bottle. This one was empty of any gases or liquid, but instead it contained a blue flower with orange spots.

"Have fun with this one, its effects are quite fun!" She called back as she uncorked it and tossed it into the claws of an unsuspecting gryphon.

The monstrous bird peeked into the bottle, and the flower spit out a cloud of orange pollen. It didn't take more than three seconds for the Vanished to be covered in orange spots, and it quickly grew dizzy. The infected gryphon crashed into the one next to it, causing them both to plummet to the ground below. The bottle broke as it crashed with them. The flower released another cloud of pollen, automatically infecting every Vanished within five feet of it. The ground below her was soon filled with bubbles and lightning bolts.

"GRAAAAAAH!" Grim Noise roared out in unbridled fury, sending roots flying after the zebra. "YOU LITTLE PEST! I'LL CRUSH YOU LIKE THE BUG YOU ARE!"

"Potions aren't the only trick up my sleeve, but let us see if there is anything you can actually achieve." Zecora teased.

If Grim Noise had actually been there, his eyes would have twitched. "WHY YOU INCOMPETENT LITTLE-"

Zecora pulled out another bottle, this one contained three parasprites. One pink, one yellow, and one brown. "Leftover pests from Twilight's failed spell, did I mention they have quite the appetite as well?"

She unscrewed the lid, releasing the three parasprites.

"BWHAHAHA!" Grim Noise burst into laughter. "Do you actually expect to stop me with three tiny bugs?! How amusing!"

The parasprites suddenly rocketed forward and began to eat away the roots, quickly making short-work of the largest of the tendrils. Then they promptly vomited out three more ravenous little bugs. This process continued until the three parasprites had become three-hundred.

"WHAT IS THIS?! GET THEM OFF!" Grim Noise demanded, swatting at the tiny menaces.

For every one parasprite that was killed by the thrashing roots, eight more took its place. And the swarm was still growing.

As the roots fell back, Zecora found herself losing altitude. She quickly swerved back towards the roots, using a parasprite-free tendril to kick off of and launch herself back into the air. Two more of the gryphon Vanished fell into the chaos below after slamming face first into the root behind her, while the remaining six were now swatting away at the ever-hungry swarm of parasprites surrounding them.

"How's that for a bug?! Now you must not feel so smug!" Zecora taunted, stopping at an outcropping in the tree's surface where she jammed a glowing orange crystal into a crevice.

From there she followed this pattern, cleverly taking down any gryphon Vanished that came after her with various potions and avoiding swarms of parasprites. Every so often she would break and plant another crystal, whether it was in a clump of roots, fitting it into a little crack, or simply dropping it below.

Vinyl, meanwhile, was blasting her way through waves of enemies.

She tossed a magical boomerang at the Vanished in front of her, using the time in between to slash through the beasts that charged at her.

It was like there was a Vanished radar in her head; she could sense every single beast surrounding her, and could predict exactly when they were going to attack or otherwise. It had started off as a small headache, but now it was like she could see out of her own body.

She quickly put up a shield as three Vanished attempted to strike her from behind and from the sides, before expanding out the shield and sending them flying. Then she saw her boomerang and leapt up to catch it.

"Aw, yeah!" She exclaimed. "Boomerang always comes back!"

The unicorn sent the boomerang flying again, where it sliced through more of the horde.

Another wave surrounded her.

"Wow, you guys must really want your queen." Vinyl said, reestablishing her shield as she landed. She then gestured to the pony on her back. "Trust me guys, we're saving you a whole lot of trouble. You wouldn't want her as your queen, I wouldn't even want her as my neighbor."

The Vanished took her comment offensively and begun to converge into a larger group. They began to ram against her shield, dragging their claws against the sides, and a few even bit at it. It wasn't long before the bubble begun to crack.

Suddenly the DJ got an idea, and her mouth slowly formed into a smile as she drew in as much energy as possible from around her.

"Kame."

Her horn began to spark more than a firecracker.

"Hame"

The glow brightened in intensity.

She suddenly dropped her shield.

"HAAAAAAAAAAAAAA!"

Every single Vanished in front of her from a foot away to the end of the tree- the Tree of Chaos itself actually took heavy damage, as Vinyl had created another entrance- were completely annihilated by the direct path of the beam.

"Huh." The unicorn's smile turned into a wide grin. "That. Was. Awesome! I've always wanted to do that!"

But it wasn't long before the Vanished she had killed were replaced with more coming from the hole she had made in the tree's surface. Vinyl didn't panic.

"Rover!" Vinyl yelled.

The Colossus's head perked up.

"Smash."

Rover let out a terrifyingly loud roar that shook the entire cavern and caused enormous chunks of crystal to fall from the darkness above and squash a couple of unlucky Vanished. The titanic beast then reared up onto his hind hooves and stomped anything below him into oblivion.

"WHAT?! SHE'S BONDED TO THE QUEEN'S SENTINEL!" Grim Noise barked out, still swatting away the parasprites.

"HIS NAME IS ROVER!" Vinyl shouted, catching her boomerang before re-throwing it and skidding into another crowd of Vanished.

Closer to the entrance, Scarlet Thorn was slashing away at the Vanished. The pegasus was unusually nimble, frequently using the Vanished and her scythe as gymnastics equipment. She cartwheeled under a Vanished, slicing it in half as she did so. Her quick strikes prevented any of the monsters from getting too close to her, and her pegasus ears were built to acknowledge the slightest change in the wind; she could hear the Vanished before she even saw them. And for the ones that did manage to sneak up on her, her reptilian daughter shot down with a well-timed bolt from her crossbow.

Scarlet bashed in the head of a Vanished, slamming its head repeatedly against the ground until it was no more than a bloody pulp. She had no time to wipe the chunks of flesh and brain from her face as something thundered towards her.

"Hang on!" Scarlet ordered as a bulky unicorn Vanished that wasn't quite big enough or armored enough to be like the one she had fought earlier came rampaging towards her.

Sound-Off eeped, and quickly hunkered down on the mare's back. "Mom?! What are you planning?!"

"Just hang on!" Scarlet repeated, tensing her legs.

She leapt onto the back of the Vanished as it charged at her, taking it for a rodeo ride.

The Vanished bucked, and reared, and spun- only succeeding in killing and disabling its own- but it could not get the mare off. Scarlet then suddenly switched her scythe over to her back and gripped the unicorn by its antlers.

"This was your plan?!" Sound-Off exclaimed, tightening her hold around the mare.

"No," Scarlet answered. "This is. Hiya! Ride like the wind Bulls-Eye!"

She dug her hoof into the Vanished's neck. With a yelp from the surprised beast, the Vanished was forced to turn and be used as a living battering ram.

The Vanished rammed into the crowd, stomping others flat. The pegasus mare forced its head down, and the sharp horn on its forehead rammed into a couple of other monsters before she tugged upwards and the corpses on its horn were thrown into the crowd. Finally the Vanished's horn snapped clean off, and it screeched in agony before collapsing and skidding into a rock. Scarlet managed to jump off just as a precariously placed boulder fell atop the Vanished and crushed it.

"Awww." She sighed in disappointment, pouting slightly. "I broke it."

Sound-Off just rapidly gasped in and out, struggling to catch her breath. "You're- you're just as- as crazy as the rest- the rest of them!"

A gryphon Vanished suddenly came from nowhere and leapt at them. It was less than a yard away when Sound-Off shot off a bolt that hit it right between the eyes, killing it instantly. Scarlet quickly dodged the corpse, sliding to the side as she continued to avoid the onslaught of monsters. The dragoness fired at any of the Vanished that came to close, easily killing them from the lack of distance.

"Thank you dear." The pegasus said.

"Your welcome." Sound-Off, happily stated, shooting another bolt off and killing another Vanished.

The mare swung her scythe back out in front of her once she got to a clearing, a sudden smile crossing her face as she skidded to a stop. Her voice came out as a malevolent growl. "Who's next?!"

To her astonishment, a regular unicorn stepped through the crowd of monsters.

Her coat was mint green in color, covered in a multitude of scars- but not so much so as Vinyl- while her nest of a mane, alternating white and a very pale blue, hung over her blood-crusted face. She flipped her head back, and her mane fell behind her ears. Her eyes held the spiral marks of an Obscure, and her teeth were sharpened into jagged fangs. Still, the two were very surprised.

"Lyra Heartstrings?" Sound-Off asked in disbelief.

"Not anymore." Scarlet growled. "Don't shoot at her, your weapon won't hurt the Eidolon inside. Just let me handle her."

The reptile nodded her head in confirmation.

Lyra shrieked at her in a shrill screech of challenge, pawing at the ground like a bull about to charge.

Scarlet burst into a sudden grin. "You think you can take me on? Prove it then. Let's do a one on one battle, unless you think you need help from your big bad friends."

Her taunt worked. The Obscure's eye begun to twitch. It suddenly let out a deeper call, one that the mare recognized as a predator claiming its prey, and the other Vanished respectfully backed off and galloped towards Vinyl's direction.

"Come on then!" Scarlet demanded, twirling her scythe. "You can even have first strike!"

The possessed Lyra absolutely lost it, and leapt at the pegasus.

Scarlet leapt back before springing forward and dashing to the side.

"How boring, oh we'll fix that right away!" She shouted, as in that flash second of being next to the confused and surprised Obscure her scythe was thrust straight up into the other mare's belly.

The blade sliced through the feral Lyra as if she were made of liquid. As Scarlet drew her blade upwards a black smokey shade was pulled out of the unicorn's body, its wispy tendrils clinging to its hostess's orifices as it was forced out from its home.

The Eidolon's mouth- more so two pieces of flesh melded together with holes burnt into the skin- opened in a horrifying shrill shriek. Its entire body pulsated as if it were filled with thousands of live rats, the 'skin' of its miasma-like form rapidly bulged outwards before retreating inwards before expanding out again. The holes burnt into its body constantly were being smashed together and then torn apart, while from its eyes- little more than two endless sockets- a trail of smoke still connected to Lyra's own began to slowly come loose.

With a grin, the scorpion muttered, "Well it looks like I win."

Scarlet twisted her blade, and the Eidolon came fully free of Lyra with a sickening squelching sound. As soon as it was removed the corrupted spirit's ear-piercing cries faded into silence, and its smoking form dissipated into the air. The unicorn collapsed immediately to the ground. To Scarlet's surprise, the mare's eyes opened.

Lyra began to scream, the occasional word or partial sentence slipping out. "NO! NO! I WON'T! MAKE IT QUIET! FAUST HELP! BONNIE! NO! NO! NO!"

The pegasus mare quickly snatched up the blubbering unicorn, who repeatedly slammed her hooves into her body in various attempts to get away, and took off through the horde of Vanished. "Sound-Off! Restrain her!"

"On it!" Sound-Off wrapped her tail around the mare's forelegs."Lyra! Lyra Heartstrings! You need to calm down! You're sa- Oof!"

She was interrupted as the unicorn smashed her hoof against her head. "HIS VOICE! IT'S IN MY HEAD! FIGHT! FIGHT! HIM, WIN, NO! BUT I DON'T WANT TO! I REFUSE! BONNIE, NO!"

"BONNIE ISN'T HERE!" Sound-Off screamed out, as Scarlet slid under the claws of a gryphon Vanished that very well nearly took her passengers' head off.

For whatever the reason, that seemed to do the trick. "Bonnie- Bonnie isn't- Bonnie... safe?"

"Yes, Bonnie safe!" The reptile yelled, bracing herself as the pegasus struck out at another monster with her hind hooves.

"Voice... gone?" Lyra asked, and then blinked.

"Yes!" The dragoness shouted.

Lyra shook her head rapidly, as if trying to shake off the reminiscence of a bad dream. "Where- where am I?"

Sound-Off took a deep breath before breathlessly spitting out, "My-friends-and-I-are-here-to-rescue-you-and-you're-pretty-much-in-Tartarus-so-that-about-sums-it-up-and-hold-on!"

Scarlet felt the claws around her neck tighten, and Lyra wrapped her hooves around the pegasus's waist. The Vanished begun to close in from all sides. She snorted in defiance and continued to gallop, quickly reaching her limit. Just as the monsters were within range she threw down her scythe. Using it as pole vault, the mare catapulted herself- wrapping her long tail around the handle as she went- over the oncoming wave of Vanished who crashed into each other with snarls and growls. She landed a few feet away, and skidded a full ninety-degrees before continuing her mad dash. Scarlet tossed her scythe into the air, catching it after in her mouth.

She then wrathfully sliced down whatever lie in her unyielding path, creating a bloody trail that led towards Vinyl; a mare of warning lights.

The panting pegasus continued to dodge and lash out at the Vanished with her blade, managing with the extra help from Sound-Off and her trusty crossbow and now Lyra as the unicorn erected yellow magic barriers when necessary.

Vinyl, in the mean time, found herself completely surrounded.

"You want a piece of this?! Do! You! Want! A! Piece! Of! This?!" Vinyl demanded, her new horn crackling with power. "Well come and get some 'cause I have enough for everypony!"

Her horn turned into a built-in flamethrower, torching every Vanished within six yards of her. More came from behind and the unicorn bucked the one closest to her clear into the air, while the others were thrown back by a wall of magenta magic.

Vinyl tore into a Vanished with her blade, jabbing the needle-tip straight into its eye and twisting it free with her magic before smacking another monster with the butt end of the sword. She then whacked that same Vanished she had just hit with the staff-end of the swordstick hard enough to smack its head clean off.

"FORE!" Vinyl yelled.

She blasted back another wave of Vanished with an exploding shield; the broken shards of magic then shot off and lodged themselves into the surrounding monsters acting as shrapnel from a bomb. And any Vanished that survived the blast quickly met their fate when Vinyl recharged her flame spell. Before long the mare had surrounded herself with a circle of smoldering corpses.

Just then, a mammoth tank Vanished burst through the corpses of its brethren, clearing the bodies away with its tusks. It roared at Vinyl as it charged forward, a ball of living spikes.

Vinyl smiled. "I came here to drink whiskey and kill every last one of you motherbucking horse-sons! And I'm all out of whiskey!

The unicorn rushed forward to meet the tank Vanished, surrounding herself in an aura of magenta magic before clashing with the monster head on. Her impact was enough to leave faint crack marks in the Vanished's armor, but not enough to do any real damage.

Vinyl's ear flattened against her head. "Uh-oh."

The Vanished roared in her face, almost covering the mare's front completely in saliva.

Vinyl quickly spun around, screaming, "Bad day! Bad day! Bad day! Bad day! Bad day! Bad day!"

The unicorn found herself running straight towards Scarlet Thorn and Sound-Off.

"Vinyl!" Sound-Off called out.

"Yo, dragon chick!" Vinyl greeted, teleporting to their side and running with them. "Oh good! You found Lyra!"

"Vinyl?!" Lyra exclaimed upon seeing the other unicorn. "What happened to you?!"

"Long story." Vinyl said. "You see I've been down her with these monsters for a week after you tricked me into going deeper into the Everfree, thanks for that by the way. Managed to survive, saved Scarlet's sorry flank like three or four different times."

Scarlet couldn't exactly speak too well with her scythe in her mouth, but she managed a well-placed jab at the DJ's side.

Vinyl rolled her eyes. "Now we're trying to stop all these things and the talking heart from destroying Equestria. Oh, and that giant monster over there? That's my new pet. His name is Rover."

Lyra's face scrunched up so much so with confusion that her eyes started to go cross. "Wha?"

Zecora suddenly landed on Scarlet's other side, her hang glider wings slid back into place. "I have used up almost all of my things, oh, hello Mrs. Heartstrings."

"Z- Zecora too?" Lyra gasped out.

"Pardon me Mrs. Strings but this is no time to chat, at least not where we are at." Zecora rhymed out, stabbing a Vanished with her dagger and then kicking it back. "What a time for me to run out of potions, in the middle of all this commotion!"

Sound-Off reached into her quiver, but found it empty. "Uh-oh! I'm all out of bolts! And I don't know how much longer mom can keep this up!"

Underneath her, the pegasus had begun to pant wildly and her gait was slowly but surely starting to slow. And Sound-Off could feel the sweat saturating the mare's coat.

The yellow aura around Lyra's horn was also flickering on and off. "And I don't think I'm going to be of much use either, sorry."

Vinyl looked over to Rover. Roots had managed to wrap themselves around his right foreleg and partially around his middle. Yet he continued to thrash by his mistress's will, even though Vinyl could see that the Colossus had begun to tire. She herself was beginning to feel the strain, even if it was only physically.

The unicorn grit her teeth. "Everypony just stick by me!"

Vinyl Scratch's horn brightened as she prepared for her spell. The zebra and pegasus skidded to a halt as the blue-maned mare stopped; Vinyl knew that even with her improved magic that she wouldn't be able hold the spell while moving. Reaching deep into her massive mana pools, the unicorn envisioned her friends and how much she wanted to protect them. That love she felt shot up into her horn, and formed a massive shield spell easily a full thirteen yards in diameter. The spell itself was so powerful that any Vanished that had been within the bubble's range had been disintegrated on contact.

The ponies, zebra, and dragoness within the shield each began to feel their love for each other.

Lyra thought mostly of Bon Bon, although with how her saviors had put themselves in danger for her she couldn't help but to think of them.

The unconscious Sunshine Smiles dreamed of her sister Moonlight Raven, her cousin Lily Lace, Giselle, and of her friends in Canterlot. While Amethyst Star's head was suddenly filled with images of her mother, younger sister, and her own daughter. Even Trixie was bombarded with memories of Starlight Glimmer, her only real friend.

Vinyl thought of Octavia, and all of her friends back in Ponyville as well as in Manehatten; and upon looking around, her new friends- and Rover- too.

Zecora thought of how much Scarlet and Sound-Off had begun to grow on her, and yes, even Vinyl.

Sound-Off thought of Princess Luna and Gallant Aurora, her primary family; then she thought of her dragon parents, who did love her very much. The reptile looked over at Scarlet. And of course her 'mom' too, who she loved just as much as Gallant.

Scarlet Thorn herself thought immediately of Black Dawn and Cobra Strike and how badly she wanted to be there for them both, her attention then centered on all of her friends and fellow agents. Sound-Off. Vinyl Scratch. Zecora. Gallant Aurora. Seraph Ash. Sunshine Razor. Lullaby Lotus. And all of the others, including Princess Luna.

Those feelings of love and friendship empowered them, filling them with an incredible amount of strength that continuously fed into Vinyl's shield and kept it from breaking.

Grim Noise begun to laugh again. "How adorably pathetic. You think your little bubble is going to stop my army from killing you and taking back their queen?! Well you thought wrong."

The Vanished surrounding the shield all attacked it at once; charging from the sides and from above. They were promptly turned into ash.

"What's this?" Grim Noise hissed out. "A spell fueled by love magic? No, love magic does not kill. This is love magic corrupted by my own impurity. How, intriguing."

Scarlet stepped forward. "Call off your army, and let us go!"

Her companions' jaws all dropped. Even if they were confident, they weren't that confident. Scarlet Thorn was arguing with Grim Noise himself.

"And exactly who are you to be making demands of me?" Grim Noise crooned. "Do you even know who you are speaking to? I am Grim Noise! I am the master of the mindscape, eater of souls, Tartarus in physical form! I am-"

"Kind of a huge narcissist?" Scarlet offered, much to the disbelief and distress of her friends.

"ENOUGH!" Grim Noise roared. "Tell me, cretin, does your flippancy amuse you?!"

"Yeah, I'm pretty bucking proud of myself." Scarlet stated.

"YOU DARE TO ANGER ME?!" Grim Noise bellowed.

"I do!" Scarlet declared. "If it's to defend my friends-"

The pegasus looked back at Sound-Off.

"And my family." Scarlet continued. Then I will do everything in my power to protect them! And that includes stopping you!"

"THAT IS IT! I HAVE HAD ENOUGH OF YOUR IGNORAMUS BEHAVIOR!" Grim Noise thundered out. "YOU WANT TO KNOW WHAT HAPPENS TO THOSE THAT INVOKE MY FURY?! WELL THEN ALLOW ME TO GRANT YOU YOUR WISH!"

The heart itself begun to beat louder and more frequently.

THUMP.

THUMP.

THUMP.

THUMP, THUMP.

THUMP, THUMP.

THUMPTHUMPTHUMPTHUMPTHUMPTHUMP!

The ground begun to shake as roots erupted from the soil and rock, snaking into the tree and plunging down into the black lake at unrivaled speeds.

From within the lake came a single tiny ripple. That one ripple quickly became hundreds of thousands of furious ripples as the the lake began to froth like mad. The souls from the heart begun to slide down into the roots, their boil-encrusted surfaces beginning to rapidly inflate and deflate as the souls made their way into the corrosive ooze. The air around them completely changed, filling with such chaos that the world seemed as if it would be torn apart.

Everything stopped; from the growls and cries of the Vanished, to the breathing of the five friends.

The roots then suddenly begun to drag themselves upwards, as is carrying something heavy.

From out of the waters came a massive clawed hoof- more of an actual claw really- that even the Colossus could be crushed by. Followed by a ghost of a foreleg of rotting flesh. Another hoof came after, along with the attached limb and waterfalls of liquid abyss. The hooves slammed against the ground, leaving craters in their wake.

With help from the roots, the arms begun to push out as the rest of the body was slowly dragged forth.

A curved horn covered in thorns ruptured the surface of the water, eight more surrounding the larger one were to come after. Then trailing the horns came three massive pairs of tattered feathered wings which burst from the black filth, sending the ooze spraying in every direction. Upon touching Vinyl's shield the vile substance immediately corroded the parts where it touched, but Vinyl quickly sealed the intrusions.

And then came the head. Snout still in the water, the top of the head slowly rose from the basin with eyes sealed shut. The head itself held patches of decaying skin to a bleached skull. Only parts of the face still held chunks of flesh, and only one eye was surrounded by the shredded meat. The snout itself was long and filled with needle-like teeth that jutted out in every possible direction and overflowed from the mouth. The nasal cavity was completely exposed, not a single speck of flesh still attached to it.

The chest arose from the water next; the bare bones of the rib cage were completely revealed, allowing all to see into the darkness within and the intestines that hung from the rotted belly. While the 'skin' that was attached to the body was actually the pulsating faces and flailing limbs of various creatures. The broken and disfigured bodies of ponies moaned and wailed in agony, their cries echoing across the spacious hollow. Roots penetrated from every single orifice in their skeletal bodies, popping out of their eyes, poking out from their nostrils and ears, and rupturing forth from their mouths. Bellies were pregnant with the infernal roots, swollen to abnormal sizes and burst open where the parasitical growths erupted. There was no heart within the chest cavity, only a crackling orb of dark lightning.

Finally Grim Noise's eyes, set far back into the socket, opened. The eyes were twin pits straight into the depths of Tartarus. The swirls behind the crimson pupils were revealed to be the souls of the innocent drifting endlessly into the abyss.

"TELL ME, CRAVENS, IS THIS WHAT YOU WANTED?!" He roared. "I WILL ELIMINATE YOU, AND YOUR SOULS SHALL JOIN MY OWN TO LENGTHEN MY LIFE!"

It was then Sound-Off noticed something, something so amazing and wonderful she nearly collapsed in happiness and cried out her gratitude to both Zirnitra and Faust.

Grim Noise's lower half was still submerged in the black lake. Grim Noise, in fact, couldn't physically leave the lake.

The dragoness ever-so-slightly nudged Vinyl and Zecora with her wings, gesturing to the lake with her head.

Zecora's eyes narrowed, before widening in realization. She then slightly raised her leg to signify that she had figured out Grim Noise's sole weakness. And shook her back so that her bag jiggled, signifying that she had a plan.

Scarlet noticed her friends' cues, and quickly came to the same conclusion.

Vinyl took longer to catch up with them, but once she did the unicorn's ear stood up before her mouth twisted up into a smug smile.

"WELL?!" Grim Noise demanded. "ARE YOU NOT QUIVERING WITH HYSTERIA?!"

Sound-Off hissed out, "Lyra, brace yourself."

Lyra was unable to find her voice, instead she gave off a slight nod.

"I'LL EVEN BE NICE." Grim Noise offered, his horn lighting up in swirls of purple, red, black, and green lightning. "I'LL GIVE YOU UNTIL THE COUNT OF THREE TO PRAY TO YOUR PATHETIC GODS."

Zecora begun to slowly raise her hoof towards her bags.

"ONE!"

Vinyl prepared her magic.

"TWO!"

Scarlet firmly planted her hooves on the ground.

"THREE!!!"

Grim Noise shot from his horns a blast of magic that completely destroyed Vinyl's pitiful bubble, which shattered into millions of pieces before disintegrating completely. The raw magic not only left a smoldering crater where the ponies, zebra, and dragoness had been, but eliminated almost an entire half of his own army as well.

"BEHOLD MY ARMY! BEHOLD YOUR GOD'S POWER! IT GOES UNRIVALED!" Grim Noise's twisted face formed into a grin, or at least it would have had he the ability to form facial expressions. "THERE IS NO FORCE IN ALL OF EQUIS THAT CAN CHALLENGE ME! LET US REPLENISH ARE ARMY WITH THE CITIZENS OF PONYVILLE AND EVERY TOWN AND CITY IN BETWEEN! AND CELEBRATE THE BEGINNING OF THE END OF THE DAMNABLE Z.O.D.I.A.C.!"

"Hey ugly!" A voice called out.

All eyes turned to the silhouettes atop the crystal heart.

"Up here!"

The eyes traveled upwards to reveal Scarlet and her friends, Vinyl's horn was smoking from another teleportation spell.

"WHAT?!" Grim Noise cried out. "YOU MANAGED TO ESCAPE A BLAST OF RAW, UNFILTERED, PURE VOID MAGIC?!"

"Yeah! Real nice aim by the way!" Vinyl taunted.

"And," Sound-Off pointed a claw at herself. "I figured out your weakness! You cant leave that lake!"

"What's more, we have found your weakness core." Zecora stated.

Scarlet hit the crystal with her hoof. "The reason you don't have a heart in that gaping chest of yours? It's because it's right here! And you're not just about to attack us in risk of destroying your own heart!"

"I just wanna go home." Lyra muttered.

Grim Noise was silent. And then, "YOU IMBECILES! DO YOU REALLY THINK THIS IS MY ONLY HEART?! I HAVE MORE SCATTERED NOT JUST ACROSS EQUESTRIA, BUT ACROSS ALL OF EQUIS! YOU'LL NEVER BE ABLE TO FIND THEM ALL!"

The five companions blanched.

Then Scarlet shook herself to her senses. "Maybe not just us alone, but with all of Z.O.D.I.A.C. working together, we will find a way to kill you."

"WHY?! IS FRIENDSHIP," Grim Noise made sure to mockingly raise his voice at the last word. "GOING TO SAVE YOU?!"

"No." Scarlet stated. "But Zecora is."

The striped assassin held in her hoof an orange crystal fashioned onto the shape of a sphere.

Then, with a simple twist from her wrist, the orb shattered against the heart.

BOOM!

The crystals she had planted suddenly rapidly brightened, exploding one by one in quick succession.

The casing around the heart began to crack.

Explosions rang out from all across the hollow, sending smoking limbs rocketing through the air. The cavern begun to violently shake as the ground split apart and the Tree of Chaos began to collapse.

Vinyl's horn lit up, and she quickly teleported herself and her friends from atop the heart.

"GET THEM!" Grim Noise roared as they reappeared below.

The roots holding the heart begun to come loose.

The army of surviving Vanished screeched and surged after them, a living tidal wave of rotting flesh and teeth.

As they ran, the ground continued to crumble below creating vast gorges. Vinyl, Scarlet, and Zecora jumped over one such fissure.

"That was your plan?!" Sound-Off yelled over the explosions. "To blow us up?!"

"No! The plan was to create a distraction, to prepare for extraction!" Zecora shouted.

The Vanished drew closer, snapping at their heels. Zecora quickly pulled from her bag the last of her vials, and chucked it back into the horde. It exploded against a unicorn Vanished, and every monster within the poison's range suddenly collapsed and begun to violently spasm and choked to death on their own blood.

"We need-" Scarlet kicked out at a Vanished, and rammed the barb of her scythe into its flank. With a mighty jerk the beast stumbled and fell forward as the entire leg was ripped from the socket and flung into the horde. "We need an escape plan! Now!"

"Vinyl! Can you teleport us out of here?!" Sound-Off demanded.

"No! Unicorn magic doesn't work that way! We have to be able to physically see our destination!" Vinyl exclaimed.

"But Princess Twilight can do it!" The dragoness retorted.

"She's an alicorn!" Vinyl snarled out, swinging her blade to meet an oncoming Vanished while her magic decimated another portion.

They were suddenly forced to change course when a wave of black ooze erupted through a fissure.

"STOP THEM! STOP THEM NOW YOU IMBECILES!" Grim Noise bellowed.

The roots holding the heart suddenly begun to fray.

"I can't teleport us out!" Vinyl stated, throwing up a shield to protect them from the spray. She expanded out the shield and blew it up. "If you have something that can get us out of here you need to do it!"

More chunks came loose from the ceiling as the explosions continued, Vinyl struck the crystal boulders with her magic before they could flatten them.

Sound-Off squeezed her eyes shut, droplets forming in their corners. "But I-"

"ENOUGH! I WILL END THIS MYSELF!" Grim Noise thundered, his horn beginning to crackle with dark energy.

The roots holding the heart finally snapped, and the crystal encasing it shattered completely.

The heart tumbled downwards, coming to a halt when it impaled against Grim Noise's horn.

"GRRRAAAAAAAAAAGGGHHH!!!" Grim Noise screamed in pain.

His body begun to rapidly fall apart.

Chunks of flesh fell into the lake, exposing the hideous skeleton underneath. His fangs begun to fall from his mouth, the lower jaw itself came loose and crashed into the dark waters below. The rest of his body soon followed, crumbling away as he clawed at the ground.

"THIS WILL NOT STOP ME! AS LONG AS MY OTHER HEART'S REMAIN, SO WILL I!" He roared out. "I WILL DESTROY YOU Z.O.D.I.A.C, AND YOUR LITTLE PRINCESS TOO!"

With that the skeleton's eyes flashed into a tremendous blast of light. The hundreds of thousands of souls burst from the sockets and erupted outwards, flying around in the air before finding their way out of the crumbling Tree of Chaos and out of the accursed caverns.

The tree finally reached its limits in its strength, and begun to break apart.

"Sound-Off that teleportation spell, please tell me you know it well!" Zecora demanded.

"I- I don't!" The dragoness exclaimed. "I barely know it well enough to cast it! If I were to use it, there's no telling where we'd end up! Or if the spell would even work!"

"Well you're gonna want to cast it!" Vinyl struck out with her blade, slicing the head from a monster. "Even I can't keep this up for much longer!"

"I told you, I can't! I don't know it that well!" Sound-Off cried out, the tears now falling freely.

"Sound-Off!" Scarlet glanced back at her. "You can do it! I know you can! There is no dragon as intelligent or as good with their magic as you!"

"But what if I mess up?! What if I can't even get the spell to appear?!" The dragoness asked.

"What if the alicorns were actually changelings?!" Vinyl interrupted. "Life is full of what ifs! If you spend the rest of your life worrying about the future then you'll never accomplish anything! Life is about taking chances! So just do it!"

"I- I-" Sound-Off stuttered.

"You've read the spell!" Scarlet called back, her blade tearing through the ragged skin of another monster. "You can do it!"

"Just recount from your memory the incantation, believe in your abilities of the mind, your ovation!" Zecora versed, thrusting her dagger into the lower jaw and through the skull of a Vanished.

"Please!" Lyra added, hunkering down as a gryphon dive-bombed them.

"Sound-Off!" Scarlet screamed, kicking away a Vanished. "Hurry!"

"Fine!" Sound-Off shouted. "I'll do it!"

The reptile suddenly exhaled a tremendous burst of fire. The flame ballooned outwards to form an unstable ring of purple.

"JUMP THROUGH!" Sound-Off cried out.

Scarlet and Zecora both leapt into the portal with a flash of flame. Vinyl stopped and looked back at the Colossus. The giant monster was still tangled in the roots. The Colossus turned to face her with a distressed and sad look. It rumbled out a low growl of desperation as the cavern collapsed around it.

The unicorn felt a pang of guilt. "Hang on Rover!"

Vinyl concentrated as much magic as possible into her horn before releasing it all at once. The magenta blast hit Rover square in the chest. The Colossus's body suddenly imploded inwards on itself, before popping outwards and leaving the once-titanic beast the size of a large chicken. The blue-maned mare then floated Rover over to her.

She then jumped through the portal, which collapsed behind her.

***

"Ugggh." Scarlet Thorn moaned, pushing herself off the ground. "Where are we?"

Sound-Off rubbed her head as sat up. "I- I think we're still in the Everfree."

Zecora stumbled to her hooves. "Hmmm, this part of the forest I do recognize. And luckily we are far from the Vanished hive."

Lyra Heartstrings stood up with a sputtering cough. "My everything hurts."

Scarlet was about to speak when Vinyl Scratch suddenly fell atop of her, causing the mare to cry out in surprise.

The unicorn stepped off of the other mare. "Whoops, sorry about that."

"Glad I could break your fall." The pegasus mare grumbled, cracking her back and stretching her wings. Upon standing to full height and seeing Vinyl, Scarlet's face deadpanned. "Um, Vinyl? You have a- a - a Rover on your head?"

"Hmm?" The unicorn floated off the monster from its perch in her telekinesis. Rover cooed happily upon seeing her. She put him back. "So I do."

"She did it." Sound-Off gasped out, shoulders slumped. "She actually bucking did it."

"What did I say?! I told you I could, and I did!" Vinyl proudly exclaimed.

A sudden shadow swept over the five companions from above.

"What was that?!" Sound-Off squeaked out.

"Whatever it is, it's going to die very painfully, because I am really not in the mood." Scarlet snarled, raising her scythe.

"Not if I kill it first!" Vinyl teased, her horn lighting up.

Zecora took up a defensive position behind them, guarding the two unicorns atop her back.

The shadow swerved back around, moving towards them with unrivaled speed before crashing into the ground with enough force stir up a cloud of dirt and dust. Rover must have sensed something was wrong, as he leapt from Vinyl's head and darted into the bushes with a frightened cry. They all tensed, and then,

"Sound-Off! Scarlet Thorn! Thou are alright!"

The dragoness immediately swallowed the flames in her throat with a wailing cry. "Luna!"

Princess Luna stepped out of the dust cloud just in time to catch the dragoness in a running hug. The dragon nuzzled into Luna's soft fur, and the alicorn drew the reptile closer with her wing. "I am so relieved to know that you're alright. What were you thinking heading into such dangerous territory for your first mission?!"

Sound-Off pushed herself away from the princess with a sniffle. "I guess- well we- I mean- I-"

"Sound-Off!" Another voice cried out, this one deeper.

A Maya blue unicorn with an onyx mane glided down into the clearing on shimmering wings of magic. The wings twinkled out of existent as he landed, and his armor clanked softly with every step from his purple hooves.

"Gallant!" Sound-Off called out, racing over to her patriarch and adopted father.

She quickly skidded to a halt and began to turn around upon seeing the stern look in his plum eyes. "Oh, sugar, honey, ice tea!"

Before the reptile could get very far the unicorn rolled his eyes and dragged her over to him. "How could you put yourself in danger like that?! Do you have any idea how worried I was about you?! You are so grounded young lady!"

"Ugh! Gallant! Let me go!" The dragoness demanded, struggling in his magical grasp.

"After what you pulled?! You're lucky if I ever let you out of my sight for the rest of my natural life!" Gallant exclaimed as he levitated the grumpy dragoness onto his back. "What were you thinking?! How could you be so- so, stupid as to put yourself in such a hazardous situation?! What is wrong with you?! You know better!"

Scarlet's face hardened as she witnessed the dragoness sniffling back her tears. "It was my fault. I had no idea that this rescue mission would escalate to such high stakes. It was never my intent to put Sound-Off into this dangerous scenario, nor would I ever want to. I accept full blame and responsibility. I am, after all, a more experienced agent."

Gallant glared at her and stepped forward to give the pegasus mare a few choice words, but Luna intervened. She stretched her wing out in front of him, and trot over to Scarlet.

Luna nodded her head. "Well if that is the case, I-"

"Now wait just a moment!" Vinyl suddenly interrupted, stomping over to the princess. "Now look here lady! I don't care if you're the princess of the moon or the princess of burping butterflies! And you're a foal if you think I'm going to stand idly by while you punish my friend for something she couldn't control!"

Sound-Off quickly motioned for the unicorn to stop with the frantic shaking of her head and claws from atop of Gallant. Scarlet screamed at the mare to stop with her eyes. Zecora's hoof flew over her mouth. Gallant, for his part, just looked amused.

Luna raised an eyebrow and snorted. "Are thou challenging me?"

"Yeah, I guess I am." Vinyl snarled, ignoring her companions. "You can't blame Scarlet for any of this! She didn't know any better! How was she supposed to know that there was an entire cave full of monsters?! So you can't punish her!"

The alicorn's eyebrows fully furrowed into an expression of anger. "Vinyl Scratch I presume?"

Vinyl blinked. "How do you know my-"

The lunar princess suddenly dragged Vinyl over to her in her magical grasp. "And, pray tell, exactly how do you plan to stop me? With your little upgrade?"

She flicked Vinyl's horn with her hoof. Vinyl bit her lower lip, but then she looked back at Scarlet and knew that what she was doing was right. She turned back to the princess before her.

"I don't care what you do to me, but I'm not going down until you admit that Scarlet is innocent and free her from any punishments!" Vinyl yelled right into the princess's face. "And yeah, if I have to I'll magic your head right off!"

"You know there's a special place in Tartarus just for ponies like you." Luna stated.

"Yeah, it's called the throne!" Vinyl countered.

Luna's eyes narrowed a frightening amount, and then she burst out laughing and released the unicorn from her telekinetic death grip. "Thou's face was glorious!"

"Um, what?" Vinyl's face scrunched up in confusion, as did her friends.

"You actually thought that I would bring harm upon Scarlet Thorn? No, no! I would never dream of such a thing!" Luna exclaimed, wiping away the tears. "Agent Scorpio is my friend. I was going to say, in that case I understand that she didn't have any control over the situation, especially given the circumstances, and that I was glad she suffers from no such lacerations or wounds."

Everypony, zebra, and dragoness let out a huge sigh of relief. Except for Gallant, who had been expecting this.

"So, if you weren't going to punish her, why did you turn all Nightmare Moon-y? Uh, no offense." Vinyl quickly added.

"None taken." Luna assured before continuing. "I needed to make sure that your heart was pure and of good intent first."

"First?" Vinyl inquired.

"Yes." Luna confirmed before clearing her throat. "Vinyl Scratch, I'd like to welcome you to Z.O.D.I.A.C."

Vinyl's jaw dropped. "You- you want me as an agent?!"

"But of course. Your love for your friends and willingness to stand up for their honor not only demonstrates your loyalty, but your purity at heart and soul as well." Luna said with a warm smile. "Those traits are exactly what I look for and want in my agents. I have met few ponies, or any creature for that matter, with such faithfulness as you Vinyl. They are far and few between. So Vinyl Scratch, will you join us in our conquest to put an end to Grim Noise and his army?"

"Buck yeah I will!" Vinyl exclaimed, taking the alicorn's hoof.

"Delightful!" Luna trilled. "Now, what would you like to call yourself?"

"What?" Vinyl murmured.

"You're code-name." Sound-Off suddenly piped. "Every agent has one. I'm Agent Capricorn, and Scarlet is Agent Scorpio! The first twelve members are named after the zodiac symbols, while anyone that joins is named after another constellation! Zecora is Agent Hydra, but she didn't get a choice in her name because of the circumstances."

"Agent Hydra is a lovely name, I wouldn't have it any other way." Came Zecora's response.

"So what will it be Vinyl Scratch?" Luna inquired.

Vinyl put a hoof up to her chin for a moment, thinking to herself before a wide grin overcame her face. "How about Lupus? Yeah, Agent Lupus! I like it!"

The lunar princess's own smile grew. "Agreed. It reminds me of the resilience, strength, and loyalty of a wolf. Something you have Vinyl Scratch. In any case, welcome to Z.O.D.I.A.C. Agent Lupus!"

A round of stomping cheers- clapping on Sound-Off's part- followed.

Vinyl sniffled back her prideful tears. "I'll make you proud Princess Luna! I Pinkie Pie Promise! Cross my heart and hope to fly, stick a cupcake in my eye!"

***

A horrendously pink mare suddenly shot up in her bed, startling off the baby alligator that had been sleeping on her stomach.

"FOREVER!" She hissed out with wide eyes, before collapsing and falling back into a deep slumber as if nothing had ever happened.

The alligator, however, was used to such strange behavior. He simply rolled off of his back and onto his claws before jumping back onto the bed and curling up in his previous position. True happiness for him, was with a certain sugar-addicted and overly-excitable pink mare after all.

***

Luna then turned her attention to the bloody and mangled Lyra Heartstrings. "My little pony, I have no words to console for what you hath went through other than, I'm sorry. Nopony should have to go through what you have, you are very lucky to be alive."

Lyra's hooves shuffled below her. "Thank you princess."

"You have nothing to thank me for." The alicorn guiltily proclaimed. "But, I will offer you the same position as I have to Vinyl. You may join Z.O.D.I.A.C. if you wish, or, with your permission, I will erase all and any memory from your time within the hive. You will remember nothing, only the happy events leading up to your possession. Every trace that Grim Noise or his minions ever existed will be completely eradicated from your mind. You will remember nothing."

Lyra's eyes scanned the ground in thought, and then she took a deep breath. Tears filled her eyes, and she suddenly stomped her hoof. "Please princess, erase my memories. I don't want to remember any of this! I don't want to live my life in fear! I want- I want to go back to my old life! I want to play my lyre happily! I want to be obsessed with hands! And above all I want to curl up next to Bonnie without being afraid that something might take her away from me! So please Princess Luna, you have my complete permission to erase my memory!"

Luna nodded her head and lit her horn. "If that is what you wish."

"Wait!" Lyra suddenly called out. She quickly turned to the agents of Z.O.D.I.A.C. "Thanks for, you know, saving me. Even if I don't really know any of you that well, I'm happy to know that Equestria has such amazing protectors who are willing to put their own lives at risk to save others. I hope that maybe, when this whole thing is done, that after I lose my memory we can still be friends. I would be honored to call such heroes, even when I forget, my friends."

Scarlet Thorn wiped a tear from her eye. "It would be my pleasure Lyra."

"Yeah! Let's do it!" Vinyl agreed, giving the mare a hearty slap on the back.

"Expanding my circle of friends is something new, but I would like to be your friend too." Zecora happily rhymed out.

"If you'll have me, I'd like that." Sound-Off added, twiddling her thumbs.

Gallant simply shrugged his shoulders.

Lyra smiled, before turning to Luna. "Okay Princess, erase my memories."

"Just know Lyra, that even in the waking world, I am watching over you." The alicorn then gestured to her agents. "We all are. Now, close your eyes."

Lyra did as she was instructed. Luna put their horns together, her own lighting up in a swirl of magic. The aura of blue magic then swept over to the unicorn's horn, spiraling all the way down to its base before dissipating upon hitting her head. The mint unicorn then promptly collapsed into a deep slumber, and the alicorn caught her.

The sleeping pony then mumbled out a single sentence before the darkness of the spell completely overtook her. "See you soon... everyone."

"It is done." Luna stated.

"Now what?" Vinyl inquired.

"Now," Luna suddenly levitated Trixie Lulamoon, Sunshine Smiles, Amethyst Star, and Lyra Heartstrings in her magic. "this."

The four mares were then encased in an alicorn-level healing spell. Major injuries automatically began to fix themselves. Amethyst's flesh began to grow back over her exposed skull, and a new eyeball inflated in her socket. Sunshine's leg was repaired, while her internal bleeding was stopped and her neck set back in place. Lyra's scars were closed up, and her mane grown back out. When she finished, Luna floated Sunshine and Amethyst back to Zecora, and Lyra and Trixie to Vinyl.

Sound-Off couldn't help but to notice that Luna had left some bruises and scratches covering the mares. "Luna, why didn't you completely heal them?"

"Because Sound-Off, it would be suspicious if ponies who had gone missing were to come back completely unharmed. Especially Lyra, who has been gone for a week." The nightly alicorn explained. "In the process of healing them, I have also erased their memories. Now, what is our cover story?"

Zecora stepped up. "Timber Wolves are what these woods are infamous for, perhaps such a tale will have a strong enough core?"

"Hmm, I suppose that would do. Yes, that will do just fine." Luna glanced over the agents. "Now, be sure to keep your stories similar enough to not raise suspicion. If you can, avoid bringing it up at all costs. I trust you to come up with a viable story that will keep our organization out from underneath the public eye."

"You can count on us princess!" Scarlet assured.

"I know I can. Before we stage this, I must ask, would you like me to heal any of you? Sound-Off, you don't get a choice in the matter." Luna inquired.

Sound-Off crossed her arms, but still continued to smile. While she hadn't really suffered anything other than a few scratches thanks to her almost impenetrable scales, she felt lucky to have such a caring- if overprotective- family.

Scarlet opened her wings the best she could and looked at the gouges One-Eye had left in her sides. "I think it would be for the best. "I wouldn't be able to come up with a believable excuse for Black Dawn."

Luna turned to Zecora. "And you?"

"There is no need to worry about me, I have plenty of healing potions back in my tree." The zebra assured, slipping off her dagger and putting it into her almost empty saddlebag. "And from you Sound-Off I must take back my crossbow, questions it may tow. And from you Vinyl my staff, it was only a borrow on my behalf."

Luna nodded her head in acknowledgement to the shaman's wishes as the aforementioned mare and reptile handed her back her weapons. Her attention then shifted to the most injured them all. "Vinyl Scratch? I can fix your scars, your mane, and even your teeth. But, I cannot fix your blind eye, and there is absolutely nothing I can do for your horn except teach you an illusion spell to hide it."

Vinyl shook her head. "Like I told Scarlet, I don't want to go back to living my old life. All of this-"

The alicorn couldn't help but to wince as the unicorn gestured to her battered body.

"It's a part of who I am now." The blue-maned pony continued. "And while I appreciate the offer princess, I'm not going to lose any part of myself."

"A noble gesture." Luna solemnly said. "Although I imagine you would still like to learn this illusion spell? It would be awfully hard to explain exactly what happened to your horn, and I am curious myself. I expect a full report by the next moon, that goes for each of you."

Vinyl couldn't help but to groan. "Ugh, fine. But yeah, I'll take that illusion spell. Oh, and don't try to blow him up or anything, but I think Rover might need one too."

"Rover?" Luna inquired.

"Yeah, he's, uh, kind of bonded with me?" Vinyl rubbed the back of her head in thought. "So he's not like, evil, or anything."

The alicorn's eyebrow once again rose. "What did you do?"

"Well," Vinyl began, drawing out the ending syllable. "it will be easier to just show you. Rover! Here boy!"

The bushes behind Vinyl began to ruffle, and Rover cautiously stepped out with a whimpering cry.

Gallant Aurora, who had felt no need to speak and thus had been silent, yelped in surprise and fear. "A Vanished!"

His horn lit up, but before he could fire off any spell Vinyl quickly stepped in front of Rover. "Hey! I said leave him alone!"

Both Gallant and Luna blinked in surprise, but it was ultimately Luna who spoke. "Is this, creature, Rover?"

"Yeah! He's like my pet! Watch this!" Vinyl turned to Rover, making sure the princess and her son could see. "Rover, sit!"

The little Vanished promptly plopped down on his haunches.

"Now lay down!" Came the unicorn's next order.

Rover collapsed onto his stomach.

"Okay, rollover!" She commanded.

He rolled-over not once, not twice, but three times.

Vinyl clasped her hooves together in excitement. "Beg!"

Sure enough, the little beast balanced onto his hind hooves and begged as well as any dog.

"Dance!" Vinyl demanded.

And Rover, actually stood up slowly onto his hind legs and pulled a top hat and cane from, well, somewhere, before beginning to dance while singing out in more of a growl than an actual voice a catchy little tune.

When he had finished, Vinyl came up with her next order. "Play dead!"

To their great surprise, Rover just stood there and shifted around nervously before looking up at Vinyl with a sad expression.

"Okay, so that one was a little messed up. Sorry about that." The mare apologized, which was accepted when the Vanished rubbed happily against her leg.

"So, he's not dangerous?" Gallant concluded, beginning to study the Vanished.

"Not unless I want him to be." Vinyl said, before turning to Luna. "So will you help me? Please! Please! Please! Pleeeaaase?!"

Princess Luna sighed, but then smiled. "I don't see the harm in it. I suppose I could disguise him for you, and a little freshen-up spell couldn't hurt either."

Vinyl gasped in delight. "Can he be a mongoose?!"

"Well, I was thinking more of a dog." Luna began.

"Can he be a mongoose-dog?" Vinyl asked.

"What? No!" Luna put a hoof up to her head. "No such creature exists!"

"Oh." Vinyl's ear flattened out in disappointment. "Could you make him into a Cengoylan Tervuren then? I've always really wanted one."

"Now that," Luna lit up her horn. "I can do."

Rover was suddenly enveloped in the spell. When the globe of light had faded away, a little puppy was left. His neck up was black in color, and other than that his coat was mainly brown, with patches of umber, gold, white, and black. And his soulless eyes were now two different colors, one a shade of orange so dark it was almost red and then the other golden as Celestia's sun. To complete the disguise, he even now had a little chain collar with a speaker-shaped dog-tag which no doubt held his name on the back.

"Awwwww!" Vinyl squealed, picking him up in her magic. "Aren't you just the cutest wittle thing! Yes you are, yes you are! And you smell like roses!"

"I hope you don't mind, but the spell I used was something more than what I have planned for you. For Rover I used a transmogrification-illusion spell. He is now an actual dog, however, with your command of a key phrase he can transform back into his original form." The alicorn explained. "To complete the spell, all I need is that key phrase."

Vinyl put Rover down. "Um, let's see. I know! How about this? Nothing, just my, BASS CANNON!'

Gallant's ears folded against his head. "Is the yelling at the end really necessary?"

"Yes." Vinyl stated a-matter-of-factly.

"Then that shall be the phrase needed to activate the spell." Luna lit her horn again and a midnight glow enveloped the dog before quickly fading. "As for your illusion spell Vinyl, step forward."

Vinyl did as she was told. "So what you going to do princess?"

"I am going to use a special spell, but before I do you must promise to never tell Twilight Sparkle of it!" Luna suddenly flared her wings out. "Ever!"

"I won't, I won't!" Vinyl exclaimed. When Luna continued to stare at her Vinyl rolled her eyes. "Fine, I promise!"

Luna let out a sigh of relief. "Alright. Here's the spell."

The alicorn touched horns with Vinyl. A sudden flash went off in Vinyl's head, as her mind was instantly filled with the mechanics of the illusion spell.

When they finished, Vinyl stumbled back and rubbed her head. "Whoa. What was that?!"

"An instantaneous-learning spell." Luna calmly said. "It allows a unicorn to give or take any knowledge about any specific subject and learn everything there is about it, making a study session that would normally take hours obsolete as the knowledge is learned within a matter of seconds."

Vinyl's jaw dropped. "Do you have any idea how much easier that would have made school?!"

Luna frowned. "You must understand that this spell can only be used sparingly. Too much use, especially on yourself, and your brain will literally explode. This is why my sister and I have agreed to never teach it to Twilight Sparkle, she would most likely try to find a loophole around the inevitable outcome of using the spell frequently and only end up hurting herself, or worse. Now please Vinyl, try out that illusion spell."

Vinyl lit up her horn. The unicorn's body was enveloped in a crackling light that ran down the length of her being. Slowly her horn became smaller as the other eight disappeared, her missing ear reappeared, her scars begun to fade away, and her mane and tail grew back.

When Vinyl opened her eyes she was whole, with the exception of her blind eye.

The blue-maned mare looked back at her body, clean and free of any mutilation. She frowned. It didn't feel right to hide herself like this.

"Wow." Vinyl muttered. "I, uh, never noticed how bright my coat is. Um, thanks princess."

"Your welcome Vinyl." Luna cocked her head and frowned slightly. "Although you may want to lift the illusion just a bit. You are supposed to be missing after all."

Vinyl nodded her head and lifted the spell just enough to reveal part of her frazzled mane and tail, and the claw marks on her right side.

Luna then looked to Scarlet. "Scarlet Thorn, you hath fought valiantly in this battle. I knew that I could count on you to not only guide Sound-Off in this adventure, but to save your fellow ponies. I am proud of you. But now it is time for you to return to your family, you hath fought well."

"But what about staging the Timber Wolf attack?" Scarlet asked. "Don't you need my help?"

"Hey," Vinyl put a good over her shoulder. "don't worry about it. We'll take care of it."

"We shall stage this little attack, so please go home and relax." Zecora said, putting on a smile.

"Well I guess it's settled." The pegasus said with a slight sigh. "Princess, if you would."

Sound-Off suddenly jumped off of Gallants back and rushed over to the pegasus to give her a hug. "I love you mom."

"Mom?" Gallant inquired, raising an eyebrow.

"Long story." Sound-Off said with a small giggle.

Gallant just shrugged his shoulders, and smiled.

"I love you too my little spiky princess." The silver-maned mare hugged the dragoness back.

"Really?" Sound-Off rolled her eyes good-naturedly at the nickname, but then her expression changed into one of concern. "Will you be okay after all this?"

"Yes." The pegasus mare stated, offering a small smile. "I'll be fine."

"Ready?" Princess Luna asked as the reptile rejoined her unicorn's side.

Scarlet looked around at the friends and daughter she had made. "Ready."

Luna nodded her head and lit up her horn. The pegasus was lifted into the air as the magic bubble enveloped her. Her friends began to blur through the bubbles surface.

"Hey, come visit me sometime!" Vinyl called out just as the world began to spin and the bubble popped out of existence.

...

The windows of the silent and dark cloud mansion flashed with light.

Scarlet Thorn softly landed onto the floor of the entryway to her house.

Her body had been completely healed by Luna's magic, and her coat made clean. The pegasus looked around her house, realizing that Cobra Strike and Black Dawn were not home when Cobra- who refused to sleep unless her presence was next to him- did not come to check the sudden light.

Scarlet's eyes filled with painful tears as the walls she had built up over the years crumbled now that she no longer had to play pillar to her friends and absent son.

"I'll be just fine." She whispered, making her way up the staircase.