• Published 16th Aug 2020
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My Little Pony Friendship is Magic What If?: Volume 11 - SuperPinkBrony12



The eleventh installment of What If series that involves the rewriting of episodes. This one involves eight rewrites of episodes from Seasons 1-3 plus 8, and four from Season 9. (Warning!: Rewrites based on personal opinion. Please respect it!)

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S3 E1: The Crystal Empire, Part 1 (What If?)

It had been only a few weeks since the unexpected invasion of Canterlot during the royal wedding between Shining Armor, the captain of the royal guard, and Princess Cadence, Princess Celestia's niece. The threat had thankfully been repelled before long, the wedding had gone on as planned and the city of Canterlot had recovered quickly from the damage inflicted.

It seemed like all was well with the world of Equestria once again and that a new period of prolonged peace was going to settle in. Alas, that period of peace was soon to be disrupted by another long forgotten evil that was going to boil to the surface. An evil that only Princess Celestia and Princess Luna truly knew about it but even they would not have assumed would rear its ugly head now.

Yet that was what was going to happen. And it all started one day while Princess Celestia was tending to her usual royal duties upon her throne. She'd just finished meeting with some delegates and was now signing some important documents. Suddenly, the throne room doors burst open and a royal guard came rushing in with an alarmed look upon his face! "Princess Celestia! I bring urgent news from Northern Equestria!" He declared.

Princess Celestia immediately turned her attention to the guard that had intruded in. She knew it would have to be urgent for anypony to disrupt her in the midst of her royal duties. "What is it?" She questioned the guard.

Taking off his helmet, the guard bowed his head and informed the princess. "Confirmed sources recently reported in. I was told to tell you that 'It has finally returned'!"

Princess Celestia seemed to become concerned and suspicious as she inquired. "Do you mean 'The Empire'?"

The guard nodded. "Indeed I do. And I was told it was urgent you be informed of this right away."

Immediately, the sun princess was roused to action! She turned to another guard that had been standing by her side. "Have Shining Armor and Princess Cadence been made aware of this?"

The other guard nodded back. "As soon as the confirmed sources issued their report, we immediately put them on the first train headed north. They should be in the empire by now, your majesty."

Celestia smiled. "Good," Her smile then faded. "But they'll need back up," And with that she took up a quill and began writing a letter to Ponyville. "'My faithful student, Twilight,'" She said to herself as she dictated the letter. "'You and your friends must come to Canterlot as soon as possible. It is urgent!'" For the princess knew that if indeed that empire in the north was finally coming back, something else was also coming back. Or rather someone. And if he wasn't stopped Equestria would be in grave danger once again.

When Celestia's urgent letter was received in Ponyville, no time was wasted in gathering up the six ponies who had twice saved all of Equestria and had nearly done so a third time. Or rather, five of them were immediately gathered. The sixth was too preoccupied with other matters, so it was left to Spike to round up the mares and bring them to Golden Oak Library.

When the five arrived they found that their pony friend was in a state of what could only be described as mild panic. Her mane and tail were thankfully not disheveled like they had been during her last freak out session, and she didn't have the bloodshot eyes either. But Twilight still seemed to be obsessively worried about something.

"Where are all my quills?" Twilight said aloud as she searched every nook and cranny of the library. "I thought I had everything organized after last time! No, no, no, no, no... Ugh!" She groaned as she pushed things aside in a vain attempt to find what she was looking for. "Okay, it's fine. Owlowiscious can give me a quill or two if worse comes to worse," Then she declared. "Quick, I need the Magical Compendium volumes 1 through 36! Where is it?!"

A heavy and well worn book landed on the ground in front of the unicorn who was still not satisfied even after the book was presented to her. "Wait, of course! Flash cards! I should make some flash cards," She declared as she rushed over to a nearby drawer. Then she instructed to Spike. "Spike, quick, I'm gonna need you to quiz me on everything I've ever learned."

"You sure you mean 'everything'?" Spike couldn't help but snicker. "Like how you learned to walk or talk?"

The unicorn with a light purple coat just groaned in annoyance. "You know what I meant, Spike! Stop kidding around! This isn't the time for childish games, this is serious! I need to be ready for whatever it is Princess Celestia has in mind."

However, the baby dragon tried to point out. "Twilight, please calm down. We don't even know it's a test."

"Of course it's a test, what else could it be?!" Twilight groaned again before declaring in an ominous tone of voice. "Choose your next words carefully, Spike. Even if you are my son I don't wanna hear another smart aleck comment from that mouth of yours," And then she asked. "Are you seriously telling me to calm down because it's 'just a test'?"

Spike hurriedly grabbed a whole bunch of pillows and tied them all together for protection as he looked up at the mare he'd come to see as family, even if not by blood. "Um 'yes'." He answered.

In response, Twilight glared at the dragon and began to light up her horn.

Meanwhile, Applejack looked across to Rarity and commented. "Don't know about you, but I'd say Twilight's hadlin' everythin' pretty well, all things considered."

Just seconds later, Twilight let out a groan and shot off a spell so powerful that it briefly lifted the entire library off its foundations and into the air. It came back down with a thud, though thankfully the occupants inside were not injured. The unicorn then let out a sigh of relief. "Ah, I feel so much better now." She declared. No one dared say a word otherwise.


Miles away in Canterlot, Princess Celestia and Princess Luna were gazing up at a newly erected stain glass window depicting the end result of the invasion during the royal wedding. Shining Armor and Princess Cadence uniting in love to drive the changelings away was now depicted for all to see.

But both alicorns had their attention focused on more urgent matters of the present. "Are you sure you don't want me to go too, sister?" Princess Luna asked.

Princess Celestia nodded her head. "We don't even know if Sombra is back yet. There's no reason to cause a panic. With any luck, Shining Armor and Cadence will have already secured the empire to ensure Sombra can't take it back. And Twilight and her friends shall be traveling north soon to aid them."

Princess Luna was still quite concerned by her older sister's "plan". "This all feels unnecessary. We both know how important the empire is to the stability of Equestria. It mustn't be allowed to fall in Sombra's evil hooves."

"Not to worry, Luna. You must have faith in Twilight and her friends the way I do," Celestia tried to reassure her sister. "Hopefully they will succeed where we would could not and find a more permanent solution. At best, if we battled Sombra it would only yield the same outcome as last time should we prevail. And you're still not completely back to full strength, perhaps you may never fully regain the powers you had before your banishment."

Luna let out a reluctant sigh. "I just hate feeling so useless. Bad enough I was completely incapacitated during the invasion of Canterlot. Even you at least tried to fight off the lead attacker."

Celestia draped a wing over her younger sister. "You're not useless, Luna. A wise pony knows the importance of choosing her battles carefully. We must remain here as back up should the worst case scenario occur."

"And what of Twilight? You seem intent to use this opportunity to begin the preparations for something that's never been done before," Luna commented with concern. "Do you really believe she's up to the task?"

The sun princess nodded her head. "I will not make the same mistake as I did with my previous student. I will ensure she is prepared and ready for what lies ahead. She will indeed prevail, I have sensed it in my dreams. And once she triumphs, we'll know she's ready."

"I hope you're right, for both our sakes," The night princess commented before hearing the sound of Twilight clearing her throat. "Ah, it seems your faithful student has arrived, sister. I shall make myself scarce for the time being." And she departed, though not before shooting something of a glare at the unicorn upon seeing her incredibly overstuffed saddlebags.

Once Princess Luna had left the room, Twilight turned her undivided attention toward her mentor. "The guards said you wanted to see me specifically? To test me, right? I came prepared. Even brought my own quills and parchment to document my work," Said supplies then spilled out of her saddlebags, causing the unicorn to blush quite fiercely. "Sorry, sorry! Excuse the mess."

Princess Celestia just chuckled, admiring her student's enthusiasm. "It's alright, Twilight. But you should know that I called you here today for a different kind of test. It's not the sort where you will be required to write down answers or give a demonstration of a complex spell," She took a moment to clear her throat and regain her composure. "You've come far and learned much already, Twilight. Your growth has impressed me."

"Well, I had a fantastic teacher, obviously. And making some friends definitely helped." Twilight declared in a modest tone of voice.

Celestia nodded in agreement. "It is because of your incredible progress that I've decided to consider taking your studies to the next level."

At that Twilight stepped back and blinked. "Come again, princess? You're not making a whole lot of sense. You sound... troubled," Then she quickly and nervously tried to insist. "Not that there's anything wrong with that, obviously. I mean no offense."

Celestia just gestured a hoof to calm her student down. "It's alright, Twilight. You're right that I'm considerably serious about this. But that's because this is a serious matter," And she explained in a calm but firm tone of voice. "Should you succeed in your upcoming 'test' you will be placed into advanced magical studies, learning about spells and magic that few ponies know exist. But I must warn you that what you will learn will be rather unusual and difficult, and you must be prepared for change. Therefore, I will only give you this opportunity to advance your studies if you believe you're ready."

Twilight didn't even hesitate before declaring. "Whatever it is you need me to do, Princess Celestia, I will do it! I'll pass my test, whatever it may be! I won't let you down."

"I trust you won't. Now please pay close attention," The sun princess somberly instructed as she then took out a crystal from a podium where it was kept under a lid. "Tell me, Twilight, and be honest. What do you know about dark magic?"

The unicorn blinked in confusion. "'Dark magic?' I've never heard of such a thing before. Should I have? Oh, I'm sorry if I already wasn't as studious as I should've been, princess."

But Princess Celestia shook her head to reassure her student. "It's not anything you could've or should've known, Twilight. Dark magic is perhaps the most powerful magic in existence, yet using it inflicts a great mental toll. If used improperly it is easy to become corrupted, perhaps forever."

"But why tell me this now?" Twilight questioned the princess.

Princess Celestia cleared her throat, stating as seriously as possible. "Because the Crystal Empire has returned, and it is in danger."

"The Crystal Empire? Is that something I should've known about?" Twilight questioned again.

"No, Twilight, because the empire has been lost for over a thousand years," Celestia informed her student. "Few remember it existed at all. Even my knowledge of the empire is limited. But what I do know is that it contains a powerful magic." She then enveloped the crystal within her magic, creating a huge projection on the throne room floor that displayed a massive empire made entirely of crystal structures. Then, suddenly, a dark and shadowy figure emerged from the center of the projection!

The shadowy figure was a unicorn stallion of medium build. Everything about him seemed intended to convey darkness: His dark gray coat, his brilliant scarlet eyes with darker colored pupils surrounded by a sickly green glow, even his completely black mane and tail. He wore a red cape and had a crooked, jagged horn a blood red in color while surrounded by dark purple and green flames.

Princess Celestia continued her explanation, revealing the identity of the sinister unicorn stallion that had appeared. "The empire's last ruler was King Sombra, the very pony you see projected before you now, Twilight," She announced. "His heart was as black as night, no room for love or empathy of any sort. Upon taking over the empire after toppling its previous ruler, Sombra enslaved all its residents and forced them to mine for powerful crystals to perfect his spells."

The projection changed to show the evil king in battle against the royal sisters, being completely obliterated by their combined powers as their beams literally transformed his body into shadow. "Luna and I rose up and overthrew him," Celestia continued. "He was turned to shadow and banished beneath the ice of the Frozen North that surrounds the Crystal Empire. But not before he was able to put a curse upon the empire, a curse that caused it to vanish into thin air, until now,"

Celestia proceeded to explain at length. "The Crystal Empire is extremely important to maintaining the harmony and balance of Equestria. For you see, if the empire is filled with hope and love, those things are reflected across all of Equestria. But, if hatred and fear take hold..." She trailed off as her eyes glowed a sickly green, and her horn sparkled and crackled with an ominous aura of dark green, purple and black.

When this magic hit the crystal it turned it completely black, and several other black crystals sprang up around it and started to grow.

Fortunately, Celestia was able to shatter the crystals with her regular magic. "Now you see what dark magic is capable of, and why it's imperative that the Crystal Empire be protected," And she explained. "I fear that, with the empire returning at long last, it's only a matter of time before King Sombra will try to claim it back if he has not already. Which is why I need your help, Twilight. You and your friends must find a way to ensure its protection forever."

At that Twilight blinked and seemed to balk at the task laid out for her. "You want us to protect an entire empire?"

The sun princess nodded quite firmly. "Yes, though not on your own. Shining Armor and Princess Cadence have been sent to the empire, and they will assist you as best they can. This is something I have been preparing Cadence for since I took her under my wing all those years ago," After pausing for a moment she added. "As I said, this is a different kind of test. But it's one I would not give if I weren't confident you could pull it off."

"How do I even begin? Where would I know to start looking? I've so many questions!" Twilight protested.

"Which is why I suggest you check in with Shining and Cadence first. They may have uncovered a lead that could prove useful." Celestia advised.

Twilight's eyes lit up in realization! "My brother is there?! And Cadence too?! I hadn't had a chance to see them since the wedding."

The sun princess gave a warm and radiating smile. "I know you'll be glad to see them again. But try to stay focused. You and your friends are going to be embarking on a dangerous and difficult assignment. Luna and I will remain here for the time being," She was quick to warn. "But should things turn out to be worse than I had fear, contact us immediately! Do not try to engage King Sombra on your own, Twilight! He is far too dangerous for you and your friends to combat, with or without the Elements of Harmony. Even Luna and I combined could only temporarily seal him away."

"You have my word, I'll do my best to stay out of trouble and make sure my friends know the same," Twilight promised with a salute. "Still, we've faced down evil before and always triumphed. I'm sure we could do it again if we absolutely had to."

"I hope so too, but let's not risk the empire over such a possibility if we don't have to," Celestia instructed. "I know you'll make me proud, Twilight. And once you have succeeded in this task, I know you'll be ready to move on to the next level of your studies," As she led her student out of the throne room, she advised. "Remember, in the end it must be you and you alone who ultimately assists Princess Cadence and Shining Armor in doing whatever needs to be done to protect the empire."

Princess Luna, meanwhile, came trotting out and gazed upon Twilight once again. "So, my sister has told you everything has she?"

Twilight nodded. "Sorry we haven't had a chance to talk much since you agreed to be Spike's dragon sitter. From what he tells me, though, you're quite good at it."

Luna smiled. "Indeed I am, and he in turn can't stop singing your praises every chance he gets," She was quick to warn. "So promise me that you'll keep him safe on your quest. You say he's your son, so protect him as you would any member of your family. If any harm befalls him because you weren't there to stop it, I'll never forgive you."

"Not to worry, Luna. Spike is made of tough stuff, and I'll make sure he doesn't try anything too dangerous." Twilight promised.

"See that you don't," Luna nodded in agreement. "Now you'd be best on your way. The train for the Crystal Empire will be leaving shortly. Your friends should already have been escorted there by now along with Spike."


And indeed, the five mares and dragon were at the train station. Twilight quickly filled them in on the assignment that had been given to them as they boarded the train and headed north, beyond even the northern most reaches of Equestria.

At last, the train slowed to a halt at a small outpost that lay seemingly in the middle of nowhere. Nothing but snow whipped up by fierce winds as far as the eye could see.

"Just our luck the princesses would send us to the coldest place in all of Equestria! It's got to be freezing out there!" Rainbow Dash complained. "We'll surely freeze our rumps off."

Rarity, however, just flashed a toothy grin. "Lucky for us I came prepared. And you all made fun of me for packing warm. A lady must always be ready for any fashion emergency."

The mares and baby dragon left the train about a minute later after each put on a scarf tightly wrapped around their necks. It wasn't much but it at least afforded them some protection from the cold of the Frozen North.

They hadn't been trotting for very far though when a familiar figure happened to emerge from the distance. It was a stallion with an instantly recognizable white coat. "Is that who I think it is?!" Spike questioned aloud as he blinked and rubbed his eyes.

The stallion's identity was soon confirmed as he lifted up a series of thick, black goggles to reveal a set of loving and innocent moderate cerulean eyes. "Twily! You made it! And so did everypony else, good," Then he immediately declared. "We'd better get moving. Stick close to me, it's easy to get lost out here. And there are some things out here we really don't wanna run into after dark."

Fluttershy let out a gulp. "What sort of things?"

"Well, we may have less time than we thought," Shining pointed out as he led the group through the snow and the wind. "The empire isn't the only thing that's returned." No one said a word, they knew what Shining Armor meant.

The journey proceeded mostly in silence from that point onward, though Shining did take the time to explain. "I've been patrolling out here almost since Cadence and I arrived here about a day ago. It wasn't easy, but I managed to put up one of my shield spells to cover the entire empire. I thought that would be enough until you all got here, but Sombra must've awakened as soon as the Crystal Empire popped up. He keeps trying to break in. The good news is, the barrier from my shield spell seems to be blocking him for the time being."

Twilight protested. "But Princess Celestia said I was being sent here to find a way to protect the empire! If King Sombra can't get in, then it must already be protected. Right? As long as the barrier holds up anyway."

"That's the problem," Shining pointed out. "I can't keep my shield spell reinforced forever. It'll fail eventually, and I'm sure Sombra knows that. If we don't find a way to keep him out permanently, nothing Cadence or I have done will matter."

Just then there came a ferocious roar! A roar so loud and so terrifying that it could be heard even above the howl of the winds! And then suddenly, everyone looked back and in the distance they spotted a fast approaching shadow with an ominous pair of brilliant scarlet eyes with darker colored pupils surrounded by a sickly green glow! "Oh no, King Sombra!" Fluttershy gasped!

"Great, just what we didn't need!" Shining growled and grit his teeth. "Go, quickly! We must get to the empire before Sombra overtakes us!"

Everyone took off running as fast as they could, but the greedy king seemed to be right on their tail no matter how hard they tried to leave him behind!

The prince could see this and he quickly realized there was only one way to halt Sombra's advance. He stopped right in his tracks and turned around.

Twilight stopped too, immediately filled with worry. "Shining, what are you doing?!"

"What I swore to do to protect the empire, Twilight!" Shining firmly and boldly answered as he stood firm. "I'll hold King Sombra off as long as I can, you and your friends need to go on without me!"

"No, I'm not leaving you behind! I'm not going to lose you to some evil power again!" Twilight protested.

But Shining would hear nothing of it. "Go on, go!" He shouted at the top of his lungs. "Don't worry about me, I'll be fine! Save yourselves, hurry!" And he then rushed off, firing off blasts from his horn to draw Sombra's attention. "Come on, Sombra. Stop hiding and face me like a stallion, I'm not afraid of you."

The others reluctantly took off even though for Twilight and Spike it pained them to leave Shining Armor behind. They could still hear Sombra cackling with sadistic delight as he closed in on the prince's location. "You may not fear me yet, Shining Armor. But I will make you fear, and I will make you suffer. Taking you down will serve as a warning to others.'

The six ponies and Spike managed to reach the safety of the empire thanks to Shining's sacrifice, quickly taking in the sights of an empire that was truly a beauty beyond comparison. It displayed no sign of being affected by the blistering cold of the surrounding frozen wilderness, and crystal structures in beautiful, sparkling colors could be seen for miles around. Small wonder anypony would want to claim it all for themselves.

"Is everyone alright?" Twilight asked the others as they all gasped for breath. "We're all still in one piece, right?"

"Yeah, I think so," Pinkie Pie agreed. "But man, that King Sombra is one ugly pony."

"Not to mention scary." Fluttershy whimpered.

Applejack then pointed out. "I just hope Shinin' Armor's okay. You don't think King Sombra did anythin' to him, do you?"

Just then, who should come stumbling into the safety of the empire but Shining Armor himself? He only made it a few steps in before he collapsed, however, prompting a series of gasps from the others! Twilight immediately rushing to her brother's side. And what she saw horrified her! "Oh no! B.B.B.F.F! Your horn!" She gestured to her brother's forehead, where several clumps of small, black crystals had gathered at the base of the horn.

Shining managed to stumble back to his hooves and tried to light up his horn. But all he got was a series of sparks and ominous crackles from the crystals. His horn failed to produce an aura. "Well, that's not good," He croaked out. "Cadence is going to faint when she sees me like this. And after I promised her I'd come back safe and sound too."

"We need to see her right away, she has to know about this!" Twilight firmly declared.

"Okay, but I should warn you that she's not quite herself," Shining cautioned as everypony set off for the crystal castle. "Especially since she was told that the empire is supposed to be hers to rule over."


in the throne room of the crystal castle, Cadence was sitting upon her throne and feeling quite miserable. It was easy to spot the bags underneath her eyes. "My kingdom for a cup of coffee. Who cares if Aunt Celestia says it's not good for me?" She thought to herself.

Suddenly, the throne room doors burst open! And an excited Twilight came trotting in, eager to greet her sister-in-law and former foalsitter. "Cadence!" She happily exclaimed!

"Twilight!" Cadence exclaimed back as she rose from her throne, and she and Twilight then repeated their signature chant together. "Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake!" As they finished up their greeting the two giggled before the princess of love remarked. "You know, Twilight. One of these days we're gonna have to get together when the fate of Equestria isn't at stake."

Twilight giggled at the statement, before taking notice of the bags beneath Cadence's eyes. "Cadence, are you okay? You look terrible."

The young alicorn sighed. "I know. And I'm really sorry you had to see me like this, Twilight. I wish circumstances weren't so dire right now," Then she managed to get a good look at her husband's horn and let out a gasp! "Shining Armor! What happened to you out there?! Sombra did this to you, didn't he?!"

"Unfortunately, yes. And you know what that means." Shining told his wife.

Cadence fought back a gulp. "I was afraid you'd say that."

"Afraid of what, exactly?" Twilight questioned.

"I've been teaching Cadence how to duplicate my shield spell so we'd have a back up in case of emergencies," Shining explained as he stood besides his wife, making sure to place a hoof on her so that she could lean onto him. "That's a problem though, because she's also been using her magic to spread love and light to keep the empire going. Between that and the magic lessons, she hasn't slept and barely eats or drinks, let alone goes to the bathroom. And now that my magic's been cut off by Sombra..." He trailed off in regret, unable to bring himself to say anything further.

The princess of love protested as she wobbled and stood up while breathing deeply. "It's alright, Shining Armor, I'm fine. Honest."

The prince shook his head at the notion. "No you're not, Cadence. This isn't good for you. You can't keep going on like this!" Then he added. "If my magic were to fade now... well, I don't even have to say it. We both know who's lying out there, waiting for the right time to strike."

"Not to worry, B.B.B.F.F.," Twilight firmly declared. "That's why we're here."

"Why we're all here," Applejack pointed out as the others all nodded in agreement. "If there's anythin' we can do to help, you name it."

Shining seemed to smile. "We could definitely use your help, time is running out for all of us!"

Twilight then questioned the young couple. "Do you have any leads? Anything useful that we could try to use?"

The prince frowned as he confessed. "Unfortunately, no. With Cadence putting all her strength into learning my spell on top of trying to keep the empire from fading, and me trying to keep an eye on signs of trouble in the arctic until now, we've unfortunately not been able to extract any useful information from the crystal ponies. At least, when we've found time to ask them, anyway."

At that Rarity's eyes lit up like stars as she tugged at her mane and dramatically exclaimed! "Crystal Ponies?! Hahaha, there are actual crystal ponies?!" But upon realizing her dramatic actions were causing a scene and wouldn't be very helpful, she shamefully calmed herself down. "Um, ahem. Sorry. Please continue."

"Like I said, Cadence and I haven't been able to talk to the crystal ponies for very long. And when we have talked we haven't learned anything useful or even interesting," Shining explained to the group. "But we believe one of them knows how we can protect the empire without either of us having to use our magic."

"Like a research paper!" Twilight realized. "This must be part of the reason why Princess Celestia sent me here. I'm really good at research papers, B.B.B.F.F! My friends and I could gather information on the crystal ponies and deliver it to you."

Applejack added. "And if we do that, I'll bet you anythin' we'll find out how to protect the empire forever!"

Cadence smiled despite her weakened state of appearance. "That would be greatly appreciated. And the good news is that Shining just reinforced the shield spell with a touch up before his last patrol. It should last for a few hours, more than enough time to find a lead."

Twilight quickly declared. "Then we've got no time to waste!" She turned to her friends. "Let's all split up and head to different sections of the empire. Spike, you stay with me. We'll all meet back up in front of the castle in about half an hour. Somepony in the empire must know something that can help us!" And they all split off to conduct their own independent investigations, knowing full well that time was of the essence.


Twilight and Spike interrogated a few crystal ponies, including one that had a dull gray coat, faded blue eyes and a grayish-purple mane and tail that hung limp and flat. Her cutie mark was a feather containing several leaves in autumn colors of red, orange and yellow. But this pony couldn't provide any useful information, or any information at all for that matter. It was as if she had no recollection of her past.

"Are you absolutely sure?" Twilight questioned the mare. "You can't remember anything at all?"

The mare shook her head. "I'm sorry, truly I am. I wish I could help you out. But I... can't seem to remember anything before King Sombra came to power," Then she suddenly winced as a terrible vision flashed before her eyes. "And I don't want to remember anything about the time he ruled over us."

"Is that why your coats aren't... crystally?" Twilight questioned further. "It looks like somepony drained all the color out of you."

The mare only answered. "I don't know. I can't remember a time where I didn't look like this," And she proceeded to ask a question of her own. "Have we really been gone a thousand years?"

"Yes." Twilight and Spike answered at the same time.

The crystal earth pony let out an unhappy sigh. "It feels like it was only yesterday. A thousand years in the blink of an eye, yet we haven't aged a day."

"I'm sorry if this is difficult for you, but it's important that we figure out how to return the empire to what it once was," Twilight firmly insisted, though she made no mention of Sombra or the fact that the shield spell would eventually fade. "If you think of anything, even the smallest thing, bring it my way."

The mare nodded slowly. "I will. Good day." And then shut the door to her house.

Mare and dragon then trotted away with Spike lamenting. "Well, that was a total bust. Same answer as the last four or five we interrogated."

"We'll just have to keep trying, Spike," Twilight firmly insisted as she trotted alongside him. "Hopefully, the others are having better luck than we are."

But that was not the case. Rainbow Dash's direct approach yielded no results at all, Fluttershy found it difficult to even talk to the crystal ponies and after briefly considering more extreme measures decided against it, and even Rarity was finding that nothing seemed to spark the crystal ponies' memories of what they once were.

Pinkie Pie had no better luck on her end, even though she adopted a black stealth suit and night vision goggles, using them to spy a pair of crystal ponies: One of them was a stallion with a dull bluish-gray coat, faded green eyes and a bluish-gray mane and tail that were dull and hung limp. And the other was a mare with a grayish-pink coat, faded blue eyes and a white and grayish-blue mane tail that hung limp.

"It just feels like something is missing." The mare lamented aloud.

The stallion nodded his head. "I know. It all looks the same, but it just doesn't feel the same."

"That's because it isn't the same!" Pinkie whispered aloud, a little too loudly as she ended up revealing her position as she hung upside down.

The crystal ponies gasped! "A spy!" And they ran off as quickly as they could.

Pinkie lost her grip on the rope and fell to the ground. Fortunately she wasn't hurt, but she was confused. "A spy? How did they know? What gave me away?" She looked up at herself. "Oh, must've been the night vision goggles," She pulled them down across her face. "Ooh, night vision-y!" She then set off again, only to smack into a pole because of the goggles.


The designated amount of time passed and the six mares gathered back outside the castle to give their reports. Rainbow Dash was the first to do so. "I got nothing so far. They don't remember a thing."

"I know," Rarity lamented. "And despite my best efforts, nothing could remind them of the past. I'll bet you anything Sombra has a hoof in it, making sure the crystal ponies can only remember his rule. He thought of everything."

"I hate to admit it," Rainbow added in a noticeable unhappy tone. "But it looks like we've hit a dead end."

Twilight came upon the scene, having heard everything! "But that can't be! We couldn't have come all this way out here just to fail now! There must be something we haven't thought of yet, there has to be!"

Fluttershy happened to come trotting up to the scene at that moment, only for a zipper to be undone to reveal that it was actually Pinkie Pie wearing a Fluttershy costume. "Bad news, Twilight. My cover has been blown!" She whispered in a hushed tone. "Repeat: My cover has blown! I didn't find anything and I won't be able to continue the investigation. They're onto me, I know it!" She then hid herself behind Twilight as the real Fluttershy trotted up, only to step in the costume of her and become confused.

Only Applejack found anything remotely positive to report on. "Seems these crystal ponies have some sort of collective amnesia or somethin'. Only thing useful I could get out of 'em was somethin' about a library."

But the unicorn with a light purple coat's moderate violet eyes lit up like diamonds as she gasped! "A library?! Why didn't you just say so in the first place?!"

"I thought I did." Applejack blinked in confusion.

Twilight was too excited to explain properly. "You don't get it! Where there's a library there's books, and where there's books there's history! Ancient history! Think about it, that library's got to have what we're looking for!" And she asked of Applejack. "Quick, where's this library they mentioned?!"


The library was a ways away from the castle, tucked into a remote corner of the empire. And like everything else in the Crystal Empire it was made entirely out of crystal. Upon entering the building, Twilight was utterly entranced as her eyes grew wider than anyone thought possible. "I just... I don't even know what to... There are no words. Even the library in Canterlot has nothing on this place. I'm so jealous."

Just then, an elderly voice cleared its throat. "May I help you?" It asked, the voice's owner revealing itself to be an earth pony mare with a dull blue coat. Her faded blue eyes were hidden behind a pair of yellow spectacles, and her mane and tail were gray in color and looked blocky despite having golden hair bands to hold them in place. Her cutie mark was a scroll surrounded by stars.

Regaining her composure in an instant, Twilight answered the old librarian. "Yes. We're looking for a book."

"Well, we have plenty of those." The librarian pointed out.

Applejack quickly offered to elaborate since Twilight was still obsessing over how massive the library seemed to be. "Well, we're lookin' for a history book. Somethin' that might tell us how the empire might've protected itself from danger back in the day. You know, before Sombra took over."

The librarian nodded her head and adjusted her spectacles. "Ah yes, history. Very good."

But when the librarian didn't immediately direct the group to a specific location or section of the library, Twilight questioned. "Uh, where would that be, exactly? You do have a history section, don't you?"

"To tell you the truth, I'm... not really sure," The librarian confessed with great sorrow in her voice. "I'm not even sure I'm really supposed to be working here. It feels right, but it also doesn't feel right. I'm afraid I won't be of much further help to you. Sorry."

"That's alright," Twilight replied and then suggested. "What if we just have a look around for ourselves? Would that be okay?"

The librarian nodded her head. "Seems okay to me. If you find anything particularly interesting or important, be sure to let me know. Preferably something that'll indicate if I'm supposed to be working here or somewhere else."

The group walked away to explore and investigate the library on their own, though Pinkie Pie commented to no one in particular. "I like her! She seems friendly."

A search soon got underway, with the six ponies and dragon checking every shelf from top to bottom and examining every book. A great deal of clutter soon built up as books were tossed into piles that grew wider with each passing second. Soon, entire sections of the library were being completely emptied, and yet not a single book seemed to have any information about the Crystal Empire's past. And neither was there any sign that a section had been altered or destroyed.

Rainbow Dash finally broke up the silence as she complained. "This is ridiculous. We're not getting anywhere like this. Is anypony else starting to think this is all a lost cause?"

Twilight, however, was just frantically searching through books. She wasn't willing to give up so easily. "Come on, come on! Libraries always have the answer somehow!" She groaned aloud, before her moderate violet eyes finally noticed a book title that looked promising. "Ah-ha!" She used her magic to pull the book close and read its title aloud. "History of the Crystal Empire. This is it, girls! This is the lead we've been searching for! Let's get it back to Shining Armor and Cadence right away!"


The heavy book was carried in Twilight's magic all the way back to the Crystal Castle, which gave Twilight a chance to read through the book in its entirety. And there was a passage that caught the studious unicorn's attention. She even read it aloud to the royal couple upon presenting the book to them. "'A Crystal Fair' According to this book, it was established by their first queen and became their most important tradition. It says here that 'The Fair was held every year to renew the spirit of love and unity in the empire so they could help protect it from any harm.'"

"That sounds pretty promising." Shining nodded his head.

Cadence agreed with her husband. "We should set up one right away while we still have the chance." But she quickly stumbled to the ground when trying to stand.

"No!" Twilight firmly but politely protested to Cadence. "You just rest and focus on looking presentable. Leave the fair planning to my friends and I. The book already mentions everything we'll need to hold one."

And Shining agreed whole heartedly. "You do that, Twily. Your organizational skills are second to none. I know you won't let us down."

Twilight nodded back. "And I don't plan to start today," She then instructed to her baby dragon. "Come on, Spike, we've got a crystal fair to put together!"

Spike followed Twilight close behind as she brought the history book into another room in the castle where all her friends were waiting. As time was short she decided it might be better to inspire everypony with a song that went like this:

Princess Cadence and Shining Armor need our help,

The magic cannot last forever.

I think we can help them,

But we'll need to work together!

She floated the history book over to the table, unfolding it with her magic as she continued to sing:

We have to get this right.

Yes, we have to make them see!

We can save the crystal ponies with their history.

Twilight's friends couldn't help but join in singing as they began to assign themselves tasks based on what they read in the book. Rainbow Dash went first:

It says that they liked jousting!

As Rainbow got fitted for a suit of armor suitable for a jousting tournament, Rarity found herself fascinated by another piece of history and sang:

They flew a flag of many hues.

Applejack sang while harvesting a particular local delicacy:

Made sweets of crystal berries.

Fluttershy sang her part as she rounded up some stray creatures:

They had a petting zoo with tiny ewes.

And so it was that as the planning for the fair unfolded, everyone was singing:

Oh, we have to get this right.

Yes, we have to make them see!

We can save the crystal ponies with their history.

Pinkie Pie found her own thing to sing about, a rare instrument unique to the Crystal Empire:

There was a crystal flugelhorn,

That everypony liked to play.

Twilight chimed in with her own verse:

And a Crystal Empire anthem.

Says you could learn it in a day.

And a reprise unfolded for everyone as they made the final preparations for the fair:

Oh, we have to get this right.

Yes, we have to make them see!

We can save the crystal ponies with their history.

The singing didn't stop until the fair was ready. Remarkably, the preparations hadn't taken long at all.


"Wow, it all looks amazing!" Twilight happily exclaimed as she looked over the grounds for the fair! Colorful carnival booths and tents as far as the eye could see. She turned to her friends. "I don't know how I could've done this without you! Thank you all."

"Hey, that's what friends are for, right?" Rainbow ribbed Twilight. "And this time I mean it!"

Twilight nodded before looking back into the history book. "Okay. Just one more quick check to make double sure everything is in place, and then the festivities can begin!"

But Applejack had a question. "What exactly's this thing for again?" She inquired as she propped up a strange, carved rock on a wooden pedestal.

"Oh," Twilight pointed out. "The book mentioned something about a 'Crystal Heart', it said it was vital to the fair. The centerpiece of it in fact. It was on the last page of the book too. Since we're short on time and don't have a genuine heart, I used my magic to carve a substitute one out of a crystal block. It should work just fine."

The farm mare breathed a sigh of relief. "Oh, I see. That's good, then. Reckon it's the next best thing," And then she declared. "Nice goin', Twi. Looks like we're ready to get this here fair up and runnin'."

Twilight nodded in agreement. "I think so too. Cadence should be more or less well rested by now. And with a little luck, Shining's shield spell will hold up until the fair is completed and the empire is fully protected once again."

A short time later, Twilight and all her friends appeared on the balcony of the Crystal Castle, overlooking the empire below. Pinkie Pie blew into the flugelhorn after taking a deep breath, producing a rather strange sound effect that nonetheless drew crystal ponies to the castle for Twilight's announcement.

"Hear ye, hear ye! Princess Cadence and Prince Shining Armor do cordially invite you all to attend the Crystal Fair!" Twilight declared from above, projecting her voice so that it would be carried far and wide, ensuring everypony could hear it.

Several crystal ponies let out gasps, and a few started to fully regain their colors as they took on various hues of red, yellow, blue and even green and white.

Applejack took the liberty of directing the crystal ponies about as they approached the fair grounds. "Come on in, y'all. Got food and drinks thataway, games and crafts are thataway as well, and the crystal heart's to the back near the princess."

"Did you just say... Crystal Heart?" A crystal pony asked as several others started chattering amongst themselves.

Rainbow's ears perked up upon hearing this. "Well, yeah. It's the centerpiece of the whole fair," And she flew over to some of the crystal ponies. "So, whaddya think? We totally nailed it, right? Must be feeling a lot of love and unity about now!"

The crystal pony Twilight had earlier interrogated began to comment. "Seeing all of this, I feel like I'm starting to remember. Remember things from before the king."

Another crystal pony nodded and added. "Me too. It's all coming back to me now."

Both ponies then let out a gasp as they regained their coat colors and exclaimed at the same time! "The Crystal Heart! Of course!"

"Do you really think they have it?" The second crystal pony wondered aloud.

Rainbow blinked in confusion and concern as she defensively answered. "What do you mean? Of course we have it! I mean, you can't have a Crystal Fair without the Crystal Heart, right?"

"Of course you can't," The familiar voice of the old librarian spoke up while holding a balloon. "Now I remember: The whole purpose of the Crystal Fair is to lift the spirits of the crystal ponies, so the light within them all can power up the Crystal Heart and ensure the empire's protection!" She regained her coat colors, now looking more light purple. And like so many other crystal ponies she began to sparkle! "Ooh, and I do work at the library!" She realized.

The brash speedster forced back a gulp as she questioned. "Wait, hold on! What was all that about 'powering up the heart' you just said?"

"It's just, I can't believe you found it," The librarian explained. "The fair was abolished when King Sombra seized the throne, toppling Queen Amore. He knew the Crystal Heart was the only thing that could ever truly stop him, just being near it made him grow weak and fall ill. So he had it seized and told us all he'd hidden it away where we'd never see it again! I only hope it will still be as powerful after all these years of hiding...!" Then she wandered off as something else caught her attention.


Realizing what this new piece of information now meant for the fair and for the empire as a whole, Rainbow Dash quickly flew over to Twilight's location and dropped a green tarp over the fake Crystal Heart.

Twilight was confused and annoyed. "Why did you just–"

Rainbow quickly interrupted. "-Might wanna look through that book again, Twilight. We may have a problem on our hooves here."

Upon hearing Rainbow Dash's explanation, Twilight skimmed through the history book once again while atop the castle balcony. "I don't get it. I didn't know it was an actual relic! The book didn't mention anything about the crystal ponies powering the heart!" She frantically exclaimed, before a sudden gust of wind tore the last page right out of the book.

Twilight picked up the page, and now that she was able to get a closer look at it she realized something she hadn't noticed before! "This last page was a fake! The real final page must've been torn out! How could I have missed it?! Oh, of all the times to mess up!"

"It's alright, Twilight," Cadence insisted as she reassured the panic stricken unicorn. "Even I wouldn't have noticed the missing page if not for the wind. Whoever put it in to replace the real final page knew their history and knew the book's text inside and out."

At that the unicorn let out a gasp of dismay! "Of course! Sombra! He wouldn't have wanted any of the crystal ponies to know about how important the Crystal Heart really was, or risk it being seized by outsiders and used against him," She stomped a hoof down. "This Sombra is smarter than he looks. It seems like he's always one step ahead of us."

Meanwhile, a nervous Spike commented while shivering. "Um, is it just me or did it suddenly get a lot colder all of a sudden?"

"Oh no!" Twilight gasped in realization as a look of horror flashed across her face! "B.B.B.F.F!" But it was too late, Shining had already collapsed to the floor!

"Twily," Shining weakly answered. "I can't keep him away anymore. He's here."

Sure enough, the protective barrier formed by Shining's field spell had faded. And not only had the harsh winds and blinding snow of the Frozen North begun to encroach on the Crystal Empire, but so was the shadowy form of King Sombra. "At last, the day I've waited so long for has arrived!" He cackled. "There's no escape for any of you now! The time has come to reclaim my birthright!" And he was closing in fast!

Things didn't look good for the empire, or those within it. Even Twilight was beginning to wonder if this was it, this was how things were going to end.

Author's Note:

First and foremost, for the minor added details such as Spike as Twilight's son or Luna being Spike's dragonsitter: The former is something I've been including in my rewrites ever since my rewrite of Owl's Well That Ends Well, with the rewrite of Spike at Your Service ending with Twilight formally adopting Spike into her family. But after criticism of my rewrite of Molt Down I've been trying to tone it down and not bring it up all the time so that it will have greater impact when it's actually included.

Princess Luna dragonsitting Spike is a headcanon that yodajax10 has developed and I've collabed with him on for a couple of fanfics centered on Spike.

Now, for the more major details involving this episode, I first want to point out that it's been a very long time since I've rewritten a Season 3 episode (I haven't done it since my fourth rewrite volume in fact). And while I find this to be a better season premiere than either of the ones that preceeded (and find Season 3 in general to be overhated), I'm willing to admit it's not flawless. The main issue for Part 1 is that it tries to fit the mane six's personalities into the setting and story, but sometimes it just seems to make them look out of place or break the story pacing.

There's also the fact that not for the last time it seems like Princess Celestia is delegating an important responsibility to someone else rather than facing the problem head on. While it's not made clear if she knows about Sombra's return before sending Twilight on her way, it does still seem irresponsible when we're never given any indication that she or Luna will step in if things take a turn for the worse and Twilight were to fail (it's fine to have faith that someone will succeed, but for something as important as protecting an empire it's wrong to not have a back up option or plan).

And I feel like the logic behind Shining Armor and Cadence's roles doesn't make a whole lot of sense when it was Shining who was shown to be the one to cast shield spells or protective barriers. Plus, Shining and Cadence don't contribute much to the overall plot despite the empire more or less being assigned to them as a sovereign domain (Cadence is not unlike an appointed governor). And I wanted to use them more and change up their roles to fit the story and their characters a little bit better.

I'll go more into depth on other problems in Part 2, but for now I will say that I wanted to try to give King Sombra more of a presence while also not taking away the few bits that suggested he was a strategic villain.

As for Celestia and Luna, I wanted to try to give them a better reason not to get involved. And the bit about Luna not being back to full power is partially based on a statement from Lauren Faust during Season 2, as well as what could be seen as an early attempt to explain why she doesn't get involved in things behind her sister's back.

Applebuck Season
Party of One
Baby Cakes
The Crystal Empire Parts 1 and 2
Grannies Gone Wild (Bonus Chapter)
The End in Friend
Road to Friendship
She's All Yak
The Last Crusade (Bonus Chapter)
The Last Laugh
Daring Doubt