• Published 10th Oct 2020
  • 5,219 Views, 82 Comments

The Pony Guard: Return of the Elements and the Roar - MXCDarkHorse2020



The Lion Guard find themselves in Equestria where they meet new friends who bear the Elements of Harmony who together present a special bond and powerful team destined to protect both Equestria and the Pride Lands.

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Talks, Bonds, and a Dark Turn of Events

Talks, Bonds, and a Dark Turn of Events


Kion made his way upstairs towards the room he thought she went into and there he would find the unicorn in her new room buried face first in her pillow.

“Twilight?” Kion asked as he peeled his head inside to which was met with a loud irritated groan.

“What?!” Twilight groaned not even wanting to face anyone right now.

“I just wanted to ask you if you’re okay?” Kion replied as he walked inside.

“Well let’s see…” Twilight began with angered sarcasm in her tone. “I get force-fed too many pies, my mane messed up, forced into trying on dresses, forced to listen in on another one of Spike’s life stories, and ended up drinking hot sauce that left my mouth on fire literally. How do think I’m doing?!”

“Not very happy.” Kion honestly replied as he could tell the unicorn was beyond frustrated as he approached her bed. “Considering you don’t want to make new friends.”

“That’s because I don’t!” Twilight yelled in frustration. “All I wanted was to just to be able check up on the preparations so I can learn about the Elements of Harmony and able to stop a potential threat before it even happens! But silly me, because thanks to many ponies trying and wanting to make friends with me is getting in the way of all of that!”

At that moment Spike entered the room.

“Hey Twilight! Pinkie Pie's starting "pin the tail on the pony"! Wanna play?”

“No!” Twilight snapped at the young dragon. “All the ponies in this town are crazy! Do you know what time it is?!”

“It's the eve of the Summer Sun Celebration.” Spike calmly answered. “Everypony has to stay up, or they'll miss the Princess raise the sun! You really should lighten up, Twilight. It's a party!”

Twilight irritably mimics Spike in reply as he turns to leave while closing the door behind him leaving Kion was left startled by Twilight’s outburst as he flinched back a little as he tried to figure what to say next.

“If anything, I too was hoping to get back to my home as soon as possible, but it was pretty clear with everything around me it wasn’t happening anytime soon.” Kion shared to relate with her which led to her realize one thing she also meant to do earlier.

“That’s right!” Twilight remembered as she face-hoofed herself with both hooves. “I was also going to try to figure out how to get you and your friend back home!”

“It’s okay.” Kion assured her it’s no big deal. “I mean it’s not like I have much to do back home anyways.”

“What do you mean?” Twilight questioned wondering where he is going with this as she got up and turned to face the lion while gesturing him he can get up on her bed to which he did so.

“Well back where I came from I was born to family of lions who rule over the savannah known as the Pride Lands ruled by my father King Simba.” Kion began as he recalled his father Simba teaching his daughter on how to be queen over the upcoming sunrise. “Kiara was the first-born while I was born just when my sister was starting to be able to walk on her own. Because she is the first-born, it is her destiny and birthright to rule over the Pride Lands, along with her responsibility to take her future responsibilities seriously.”


"Everything the light touches is part of our kingdom. The Pride Lands. Ruling it is a big responsibility, Kiara. And someday, when you're queen...” Simba lectured his daughter as they preside over Pride Rock when he is interrupted they hear Kion’s voice.

“Heads up! Incoming!” Kion shouted as a baobab bopped his father on the head.

“Kion!” His sister scolded as her brother ran by and in front of them.

“Oh! Sorry, Dad.” Kion quickly apologized. “Me and Bunga were playing Baobab Ball...”

“And Kion couldn't handle the pass!” Bunga finished as he joined his friend.

“What? A giraffe couldn't handle it. You kicked it over my head!” Kion retorted sounding defensive as he somewhat aggressively tapped the honey badger on the chest.

“Kion!” Simba sternly spoke as Bunga managed to catch the fruit again.

“And you couldn't handle it!”

“Bunga...” Simba said just as sternly to the honey badger.

“Yeah? Try to handle this!” Kion determinedly said as they both locked paws and jaws over the baobab fruit much to his sister and father’s annoyance.

“Boys!” Simba sharply voiced a little louder which gets Kion’s immediate attention as he sits down obeys his father’s command to stop as he let’s go of his grip on the fruit sending Bunga flying back.

“Kion, I need to talk to your sister. She'll be tracking gazelles with her friends today.” The fully-grown lion then said in a more gentle tone. “So why don't you and Bunga go play somewhere else?”

“I know the perfect place!” Bunga immediately proposed as he held the fruit tauntingly in front of the ledge of Pride Rock. “Hey, Kion! You'll never get the baobab fruit.“

“Ha!” Kion scoffed. “You got nowhere to go, Bunga!”

“Says you? Zuka Zama!” Bunga smugly replied as he tossed the fruit over the ledge and jumps off of it before landing on a nearby tree down below while catching the baobab after safely landing. “Catch me if you can, Kion!”

“Game on, Bunga!” The young lion fiercely accepted the challenge as he ran down Pride Rock the safe way before calling out in his family’s direction. “Later, Dad. Have fun tracking those gazelle, Kiara. I gotta get Bunga!”


“Just yesterday I had no idea what I was going to be growing up or what my destiny is going to be like I didn’t know what my special talent was until shortly afterwards.” Kion said as he recalled having fun with his friend. “At least until I discovered my special power deep within my roar.”

“Special as in super powerful?” Twilight gave her best guess as Kion widen his eyes on how accurate it was.

“Amazingly you’re right.” Kion said as the two share a friendly smile at each other as the former continues as he recalls using the roar for the first time into scaring the hyenas holding his friend hostage. “The Roar of the Elders. When used the great Lions of the Past roar along with me. Much like your talent in magic, the roar is a great and powerful gift that will make me the fiercest animal in the Pride Lands and the leader of the new Lion Guard, a team consisting of the Pride Lands, fiercest, bravest, fastest, strongest, and keenest of sight.”

“So what happened?” Twilight asked.

“Well, I asked my friends to join the Lion Guard even though it wasn’t tradition to that the team wasn’t all lions.” Kion said as he recalled his father reprimanding him for his choices. “He felt I wasn’t taking my new responsibilities seriously as I should be even though I was. And just when I was lamenting I ended up sucked through a portal here and that’s where I met you.”

“That’s really tough to take in.” Twilight sympathized with the young lion. “I’m sorry to hear that.”

“I know. My dad wanted the best of the best and I found it. But to him it was like it wasn’t enough for him.” Kion voiced his frustrations with his father as he hung his head. “It’s like he’s worried I can’t handle it.”

“Maybe he didn’t mean to say it like that. Maybe be worried is just his way to show how much he loves and cares for you deeply and just wants you to grow up and succeed.” Twilight suggested. “Being leader of a group that protects your homeland is a big responsibility…” She then quickly added to keep him from getting further downcast. “...but that doesn’t mean it is not doable. As long as you have the team that is very capable of stepping up to the job and as long as you think what you’re doing is right, I’d say you got a team that can step up to the challenge and journey. And that’s what should matter.”

“Thanks.” Kion said feeling a bit better hearing that.

“No problem.” Twilight thought nothing of it.

“Since I told you my story, can I ask about yours?” Kion returned.

“Of course.” Twilight replied as she magically teleported some popcorn and soda from downstairs for them to drink as they continue talking.

“Even though I may have figured out my destiny when I was about your age maybe a little younger it wasn’t easy for me either.” Twilight began as she recalled the first Summer Sunset Celebration she attended. “Ever since the very first Summer Sunset Celebration I attended I grew to have a great admiration for Princess Celestia who raises the sun and moon every day and night to the point learning all about magic is all I wanted to do with my life.” She said as she recalled pouring her heart and soul into reading books about magic. “The day my parents were able to get me enrolled in her school of gifted unicorns was one of the biggest day's of my life. It was a dream come true…expect there was one problem…”

“What’s that?” Kion asked.

“I had to pass an entrance exam.” Twilight answered as she recalled the memory. “I was to hatch a dragon from its egg. I tried with everything my magic can do but it wasn't responding, and I thought I was about to fail. But then suddenly, a loud boom was heard across Equestria, and my magic activated as a result which allowed me to successfully hatch the egg. But then I lost control of my magic, and I was doing crazy things and transforming everyone and everything around me until Princess Celestia arrived to calm me down. She then said that I had a very special gift of raw talent, and she offered to teach me everything about magic.”

“Is that how you got your cutie mark?” Kion asked.

“That’s right.” Twilight said as the two glance it for a moment. “But even though I have great talent in magic, I also had to deal with a bunch of files who were jealous of my intellect and talents…” She said as she hung her head with closed eyes. “They would always try to put me down at every chance and even went as far as trying to take to advantage of me.” She said as she recalled the painful memories of evading and avoiding the big tough fillies at magic kindergarten along with having cruel pranks pulled on her along with being teased and taunted at. “Ever since the dreaded magic kindergarten of having to deal with those who pretended to be my friend just to do well in school, I have vowed never to try to make new friends.” She then said as she opened her eyes and faced Kion. “I just never expected that I would be forced to today nor simply dismissed by the princess when I tried to warn her of the potential return of Nightmare Moon.”

“Nightmare Moon?” Kion asked confused. “Who’s she?”

“I haven’t talked about her to you?” Twilight asked as if she did as Kion shakes his head in response. “Simply put it’s a story without a happy ending.” She said as she presented the book she read earlier today. “About thousand years ago, long before anyone here was born, two sisters ruled over Equestria. The eldest used her powers to raise the sun at dawn while the younger brought out the moon to begin the night. By doing so they were able to maintain balance for their kingdom and their subjects. But as time went on, the younger sister became resentful as the ponies relished and played in the day her elder sister brought forth, but shunned and slept through her beautiful night until one evening she refused to lower the moon to make way for the dawn with the ever-growing bitterness in her heart had transformed her into a wicked mare of darkness, Nightmare Moon.” As Twilight continues Kion could only open his mouth in shock seeing and hearing this as she flips through the pages showing the tale through its images. “She would end up banished to the moon after they engaged in a fight together after using the Elements of Harmony on her.”

“Hevi kabisa.”

“Yeah, and with the stars about to be in perfect alignment in a matter of hours it will pave way for her return and if she were to succeed it would mean big trouble for all of Equestria. A reign of eternal darkness.”

“That would cause every living thing that needs the sun to wither and perish away!” Kion said horrified at the thought. “Did you tell your mentor about this?”

“I did. But her response was to send me to Ponyville to check up on the preparations and try to make new friends feeling I have been spending too much time buried face deep in these books.” Twilight calmly answered.

“Really?” Kion said feeling exasperated that her legitimate concern was just brushed aside just like that.

“Exactly! Another reason why I wanted to get here as soon as possible to further learn more about it after being sent here in the first place.” Twilight nodded as she continued. “But it seems pretty clear to me that my involvement in the matter is not needed.”

“But that doesn’t make any sense!” Kion voiced his thoughts still baffled by what he is hearing. “What exactly is she hoping to accomplish with this approach?”

“I don’t know.” Twilight could only say. “All we can do now is hope she knows what she is doing.”

“Let’s better hope so.” Kion returned. “Because last thing we need history repeating here because that’s just like back at home for me too.”

“How so?” Twilight asked.

“Much like the history of the two sisters is a tale of two brothers, one without a happy ending.” Kion began as he remembered the memory of the flashbacks paintings and the story his father told him earlier.

“When my grandfather Mufusa was about my age, his younger brother and my granduncle Scar was the leader of the Lion Guard before me. Scar also had the gift of the Roar. The Roar made Scar feel powerful.” As Kion narrates Twilight uses her magic to get a good visual of the memory of when he was shown the paintings along with the imagery of said two lions one with golden yellow fur, a glorious red mane with matching eyes, and a huge and muscular appearance and one with a more devilish and slender appearance with a goatee, reddish-orange fur, a slicked-back black mane, green eyes, and a pink gash, his namesake scar over his left eye. “But over time for some reason, that power went to Scar’s head. He began to think that he felt unappreciated for his accomplishments and that should be king instead of his older brother Mufusa. So Scar ordered the Lion Guard to help him take down Mufusa. When the guard refused, Scar was furious. And then Scar used the Roar to destroy the Lion Guard. What Scar didn’t realize was that by using the roar for evil. He would lose the power of the roar completely.” During this Twilight expressed silent shock of how evil this lion was and how far he was willing to go for obtaining power.

“Whoa.” Twilight said in stunned silence as she stops working her magic on him. “These two sure can relate to the royal sisters.”

“I’ll say. My grandfather unlike your mentor wasn’t so unlucky when Scar managed to take his life and tricked my dad into thinking he was responsible for it.” Kion added as he shuddered at what he went through when he was young. “Even though I haven’t really seen it myself, considering of how overprotective he is of my sister and moreso following her little adventure into the Outlands, he is still shaken up by what Scar put him through.”

“Could you imagine what it would it be like if he was around if he could do all of that without any magical powers?” Twilight wondered at the thought of actually coming across him.

“It wouldn’t be good.” Kion voiced his thoughts. “Thankfully he perished in fire of Pride Rock when my dad defeated him.”

“Thank goodness.” Twilight said in agreement before changing the subject. “Even though Princess Celestia isn’t my mother, we do see each other as mother and daughter along with sharing that bond together.” Twilight spoke as she looked up in the sky with a solemn expression. “To the point I haven’t and would hate to even think of the thought of disappointing her.”

“That must place a lot of high expectations on you.” Kion could only say feeling nearly speechless at rough parts of Twilight’s early life. “I’m really sorry to hear that.”

“So am I for blowing up at you like that.” Twilight returned. “I get that I was coming across as someone not wanting to be anyone’s friend and these ponies certainly do seem like they are friends for me but I just can’t bring it to myself to trust them without fear of getting back-stabbed by them just like every other pony I tried to befriend.”

“If I could offer some advice in return...” Kion offered some words of wisdom of his own as she turned aside to face him. “…I think you would and the girls would make great friends even if it has its ups and downs. Not every friendship is going to work out but it shouldn’t stop from continuing to try. It’s all part of the learning experience which includes be willing to experiment in order to succeed at anything and the willing to not worry about failure which I’m sure your mentor won’t disown for even for the smallest mistakes.”

“Really?” Twilight asked in surprised enlightenment as he moves and sits beside her.

“From a new friend I can relate to and just gave me the courage I needed I know so.” Kion replied with great certainty.

“Thanks.” Twilight said with a small smile as she turned to face the window again with a worried expression. “I just hope that Princess Celestia knows what she is doing if the legend of Nightmare Moon’s return is true because otherwise Equestria is in serious trouble.”

“Let’s hope so.” Kion said as Spike and Bunga burst into the room.

“There you both are!” Bunga said pleased to see them while wearing a lantern hat along with Spike. “We were wondering where you both disappeared too.”

“Everything’s fine, Bunga.” The lion reassured him as he hoped up on the bed in between the two. “We were just finishing having a talk with each other.”

“Oh!” Bunga teased Kion leaving the latter confused. “I see where this is going. The talk, talk.”

“What?! No?!” Kion reacted with surprise as they looked at each other. “Not that talk! Just a friendly bonding moment.”

“You sure?” Bunga asked unconvinced with a teasing nudge at his shoulder leading to Twilight reacting with silent embarrassment upon realizing what he was implying. “Because you two have spent the whole time since we got here talking together.”

“So…” Twilight immediately jumped off the bed with an embarrassed blush trying to quickly change the subject. “What did you both come up and want to tell us?”

“We just wanted to tell you both that it's time to watch the sunrise!" Spike answered.

“Already?” Twilight asked in surprise of how long they have been talking about their past together. “Wow does time fly by so fast.”

“So are you both coming or what?” Bunga asked.

“We’re coming Bunga.” Kion answered as they both followed after the two side by side.

“Was Bunga really implying we were having the talk?” Twilight asked her new lion friend in amazed bewilderment.

“Yes.” Kion said. “My father already gave me that talk. Can you feel the love tonight?” He then said the last part in a brief sing-song tone as he shifted his eyes upwards. “I can’t believe I already know all about this mushy stuff and I’m still just a cub.”

“Really?” Twilight said with brief amusement as she chuckled with a hoof over her mouth in a futile attempt to resist laughing. “Did he hear about you getting out with one your friends back home?” She then teased him.

“No. No I didn’t.” Kion said very flustered now. “He just thought I was after bonding with one of my friends who is a cheetah.”

“And you’re sure you were just talking with her.” Twilight snickered as Kion gave her look that screams “shut up.” written all over it as he now blushes too. “Okay, okay.” Twilight then backed off while still snickering as they both catch up with their companions as she then thinks to herself. "I hope it really is just an old pony tale." Twilight said as they both leave the room and walk down the steps.


Everypony gathered at the Town's pavilion as dawn was approaching upon the horizon. Many ponies admired the decorations Rarity put up when they all got inside with Twilight and Kion preparing to watch together with the baby dragon and honey badger on their backs.

"Isn't this exciting?" Pinkie Pie asked as she approached in walked in between the group.

“It sure is.” Bunga returned just as excited.

"Are you excited? 'Cause I'm excited, I've never been so excited, except for the time that I saw you walking into town and I went - GASP. But I mean, really, who can top that?" Kion couldn't help but chuckle at Pinkie Pie's silliness, while Twilight doesn’t share the same sentiment.

At that moment, a short fanfare was performed courtesy of Fluttershy’s bird chorus as the spotlight turns towards the stage, with a middle-aged earth pony with brown fur, gray mane, blue eyes, a ribbon-tied scroll cutie mark on her flank, wearing glasses and a collar with a green ribbon tie on it.

"Fillies and Gentlecolts, Mares and Stallions!" Mayor Mare began. "As Mayor of Ponyville it is my great pleasure to announce the beginning of the Summer Sun Celebration! In just a few moments, our town will witness the magic of the sunrise and celebrate this, the longest day of the years!" As the ponies watched, Twilight’s concerns weren’t completely settled as she spots the stars align just like the prophecy said as Kion tries his hardest to hope that it’s just a myth too as they both share worried looks with each other.

"And now..." Mayor Mare said. "It is my great honor to introduce to you... the ruler of our wonderful land... the very pony who gives us the sun and the moon each and every day... the good, the wise... the bringer of harmony to all of Equestria."

“Ready?” Fluttershy asked her bird chorus as every pony awaits for the sun monarch’s appearance.

"Princess Celestia!" The mayor called as Rarity opens up the curtains with the spotlight turning to the platform as the stage revealed the unexpected…

Princess Celestia isn’t appearing as expected leaving everyone confused, about her whereabouts.

“This can’t be good.” Twilight said in worry having a good idea where this is going.

“Like what?” Bunga asked in confusion.

"Now remain calm everypony." Mayor Mare urged everypony not to panic. "There must be a reasonable explanation."

"Ooooh, is she hiding?" Pinkie Pie asked thinking she is playing a game when Rarity looks at the nearby hallway. "

“She’s gone.” She told everypony leaving them gasping in shock.

“Ooh. She’s good.” Bunga said still feeling impressed and thinking this is a game only to scream in fright with Pinkie as a mist of blue vapor appeared on the pavilion as everypony follows suit.

“Oh, no.” Kion whispered as Twilight’s fears proved to be correct as the villainous mare appears in the flesh and fur. “Nightmare Moon!”

A tall mare with black fur and wings, a long horn, with a long vapor flowing blue sparkling mane, with blue armor and matching eyes and irises.

"So it’s true?!" Kion said in shock and horror as Spike fainted off of Twilight’s back as the mare looking down on everypony delivers a dark smile to the frightened ponies.

“My beloved subjects." She spoke before everypony. "It has been so long since I've seen your precious little sun-loving faces.”

"What did you do to our princess?!" Rainbow demanded as she tried to fly up and challenge the mare with Applejack holding her back by the tail.

“Hold it nelly.” Applejack warned the brash Pegasus from getting herself in a one-sided fight not in her favor.

"Ahahahahaha!" Nightmare Moon chuckled evilly in response. "Why, am I not royal enough for you? Don't you know who I am?"

"Ooh, Ooh, I know!" Pinkie Pie called out thinking she is just a big joke. "I love guessing games. Um... Hokey Smokes! How about Queen Meanie? Oh Oh! Black Snooty! Black Snooty!"

Applejack immediately shoved a cupcake up her mouth to shut her up.

"Oh, have you all forgotten?" Nightmare Moon asked as she leaned near Fluttershy, who was scared and cringing in fear, along with her birds who scattered away quickly. She then glances at Rarity, and cradled her face with her intangible mane. "Does my crown mean nothing to you now that I've been imprisoned for a thousand years?" Nightmare Moon asked as she forced Rarity to look at her in the eyes. "Do you not recall the legend? Nor have you seen the signs?"

"I do!" Twilight bravely answered as she stepped forward. "I saw the signs, and I know who you are! You're the Mare in the Moon... Nightmare Moon!" The crowd gasps in surprise and even more horror, remembering the name.

"Well, well, well." Nightmare Moon said very pleased to hear and see a brave face. "Somepony who remembers me. Then you also know why I'm here."

“You’re here to bring on eternal night!” Twilight still kept her composure in the face of danger after briefly emitted a nervous gulp.

“That’s right little pony.” Nightmare commended the mare for her accurate deduction. “And it is time for everypony to experience the praise I deserve after all of these years spent trapped on the moon.”

“Not on my watch!” Bunga brazenly spoke as he leaped into action.

“Bunga wait!” Kion shouted in his direction in deaf ears as he sprung up towards the dark mare in an attempt to fight her only to find himself easily catch with her magic as she chuckles evilly again at his amateurish attempt of standing up against her.

“What the…?” Bunga said as he struggled to move. “I’m stuck!”

“Very brave yet so foolish on a very amateurish attempt against me.” Nightmare simply shook her head at the struggling honey badger’s attempts to break free. “Being an alicorn who knows magic certainly has its advantages.”

“Lemme go so I can show you what I'm made of!” Bunga defiantly demanded.

“Oh, I don’t think so, honey badger.” Nightmare responded unfazed to the empty threat. “Actually, you make a great bargaining chip for the princess to comply with my demands.”

“Let him go!” Kion bravely spoke at the alicorn’s direction. “Pick on somebody your own size!”

“Like you.” Nightmare returned at the cub’s direction as she unleashes a beam of magic right at him to which he finds himself unprepared for as Twilight leaps in front of him and produces a prolonged shield to fend off her attack as her eyes glowed white as she works her most powerful magic against her.

As Kion braced himself he looked on along with every pony with awe at Twilght’s impressive talent in magic as Nightmare cancels her attack.

“I mean it let him go!” Kion again shouted at the villainous mare still not backing off.

“If you really want your friend back that come and get me!” Nightmare then provoked the lion into attacking her. “Oh, wait, you can’t! And you know why because you’re a fraidy cat!” She further taunted him leaving him further angered and distressed.

“Let! Him! Go!” Kion again shouted at his breaking point as he unleashes the Roar of the Elders at her for the second time which left Nightmare Moon rather surprised but still kept her composure as she stands her ground, produces a magic shield and then redirects the Roar’s power right back at him and Twilight as everypony is sent scattering across the place and outside of the building as Nightmare Moon makes her escape with Bunga in tow with the resistance defeated.

“Remember this day, little ponies, for it is your last." Nightmare Moon said as she stopped to turn to face everypony groaning in pain. "From this moment forth, the night will last forever! Ahahahahaha!" She said as she evilly laughed again and then transformed into a blue-violet mist as she disappears along with Bunga.

“Bunga! NOO!” Kion screamed as Nightmare Moon disappeared and made her escape with Rainbow after finally breaking free tries to fly after in a futile attempt to catch her.

As Rainbow can only see her make her escape, Twilight and Kion emerge with Spike still passed out on the former’s back looking out in the direction Nightmare flew off to.

“She got away!” Kion growled in frustration as he swiped his claw into the dirt. “And she’s got Bunga! How could this have happened?!”

“Don’t worry Kion. We’ll get him back.” She assured him with determination and comfort in her voice. “Come on!” She urged him to follow her back to the library as he does so.

“Where are we going?” Kion asked as he caught up with Twilight.

“Back to the library to learn more about the Elements.” Twilight answered as they made their way through town. “The one thing that can defeat her once and for all.”


As they both get back to the library, Twilight tucks Spike into bed before she and Kion search through the library in search for the book containing information on the Elements of Harmony.

“Huh?” Spike said as he briefly woke up still worn out. “We gotta stop Nightmare!”

He then fell back to sleep still feeling too tuckered out as Twilight briefly stops her search to place a warm blanket over him.

"You've been up all night, Spike." Twilight comfortably said to the sleeping dragon. "You are a baby dragon after all. Find anything?" She asked Kion.

“No luck.” Kion answered apologetically as he kept searching through books. “Considering we don’t books back in our world.”

“Elements, elements, elements... Ugh!” Twilight then said as she struggled to find the information in question. “How can we stop Nightmare Moon without the Elements of Harmony?”

“And just what are the Elements of Harmony?” Rainbow immediately barged inside while getting up in the unicorn’s face. “And how did you know about Nightmare Moon, huh? Are you a spy?” She said in an accusing tone as Applejack pulls Rainbow back by the tail as Kion immediately steps in between the two ponies. “Whoa!”

“Calm down, Rainbow Dash!” Kion defensively demanded she back off as he values her as a friend to which she silently appreciated. “Twilight is not a spy even I like all of you had just met her.”

“He’s right, Sally!” Applejack agreed with the cub as she and the others enter the library too. “But she sure know what’s going on. Don’t you, Twilight?” She then asked her direction as Kion steps aside to let her explain herself.

“I read about the prediction of Nightmare Moon." Twilight explained to the five as she turns her attention to the moon from one of the nearby windows. "According to the book, these mysterious objects known as the Elements of Harmony are the only things that can stop her. But I don't know where they are, or where to find them. I don't even know what they do."

"The Elements of Harmony: A Reference Guide." Pinkie said as she looked at a particular book in a certain shelf to which Twilight immediately ran over to check it out seeing that the party pony was correct.

“Oh, it was under “E”” Twilight said feeling a little baffled with herself that she missed that. “Thanks, Pinkie.”

“No problem.” Pinkie said in a cheerful and sing-song tone as Twilight starts reading from the book.

“There are six elements of harmony but only five are known. Kindness, Laughter, Generosity, Honesty, and Loyalty. The sixth is a complete mystery. It is located in what is now the Everfree Forest."

The five mares in the room gasped as they heard about the castle.

As they spoke, they were completely unaware of a vapory mist along with the cloaked figure walking on four’s were spying on them briefly before they make their leave when they hear all they needed too.

“Then let’s go!” Kion fiercely said.

“What are you crazy?!” Rainbow asked as she immediately blocked off his exit by flying right in front of him.

“If Nightmare Moon is there then my friend is also going to be there.” Kion replied as he repeatedly moved around and then ducked under the peagsus as he bolted through the door.

“Please darling.” Rarity urged him to listen to reason. “I know your friends just got captured but the Everfree Forest is dangerous. Somewhere no pony should be.”

“But someone has got to get over there if there is any chance of stopping her.” Kion firmly returned with stressed anger directed at the unicorn. “Bunga is depending on me!”

“Look I get that this is your first visit here in Ponyville…” Applejack understandably said hearing the young lion’s urge to save his friend. “… And that your friend is in danger. But this isn’t something you should be handling alone.”

“He won’t be.” Twilight spoke up as she stood beside Kion. “I’ll be going with him.”

“Really?” Kion asked feeling touched that she is willing to help him.

“Of course. Anything for a friend.” Twilight heartwarmingly replied leaving the lion pleased that she is starting to value friendship. “With help of my magic and your roar I think we can save your friend no problem.”

“Thanks. Now let’s go!” Kion said pleased as the two prepare to run out to the Everfree Forest.

“Wait!” Applejack called out. “If you’re going then we’re coming too!”

“What? You all will?” Twilight asked in surprise at the offered assistance. “Even after how we first met?” She felt touched but still felt declined to accept it. “Look I appreciate the offer, but I’d rather do this with just me and Kion. I don’t want to risk any of you because of us.”

“No can do sugarcube." Applejack lightly asserted. "We sure ain't lettin' any friend of ours go into that creepy place alone.”

“Really?” Twilight asked in surprise that they value her as a friend.

“Yeah!” Rainbow answered. “We got your back Twilight!”

“Friends always are there for each other no matter what.” Fluttershy added.

“Better to go in with all the help you can get than facing it alone is what they always say.” Rarity also said.

"No matter what sugarcube, we're stickin' to you like caramel on a candy apple." Applejack assured her support.

"Especially if there's candy apples in there too!" Pinkie Pie added as everyone looked at her. "What? Those things are good..." Everyone shared a laugh as Kion turned to voice his thoughts at the offer.

“All right.” Kion agreed to let them accompany him and Twilight. “Since you all really are willing to help us. Then let’s get going.”

With that said Kion led everyone in the direction of the Everfree Forest as Twilight briefly stops and smiles from behind feeling that their friendship may not be so bad after all before following after them to lead the way into the forest alongside her new lion friend. Even after her initial reluctance and somewhat off-putting attitude they already and still value her as a friend.

Author's Note:

Here during the party we have what I written down is aforementioned titled talk and forming bond between Twilight and Kion to establish each other as Foils as they open up to each other just as Bunga (who predictably) manages to get himself captured by Nightmare Moon.

Kion himself has friends but has yet to discover his true purpose in life and prove his worth as the new leader of the Lion Guard. Twilight has her life mostly set in stone, is the princess's protege, and on the flip slide of has rarely ever disappointed her while having little to no interest in friendship and a great fear of failure.

Both really start to bond more here as their talk under the stars marks in start of friendship for Twilight which is further proved in the end of this chapter when she vows to have Kion's back when Bunga gets captured by Nightmare Moon with Kion returning the favor.

Next up is a little side-trip back to the Pride Lands with the others learning about Kion and Bunga's disappearance earlier with a new take on how the Pride Lands fared without Kion around to save the day there.