• Published 10th Oct 2020
  • 5,205 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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Tests and Challenges

Tests and Challenges


Back just outside the Everfree Forest, the Mane Six along with Kion all arrive just outside of the Everfree Forest where they all stop for a moment as they all see the entrance in its full glory and needless to say the forest itself was pretty unnatural.

“I guess this is it.” Kion asked Twilight as they both enter the forest first.

“Uh-huh.” Twilight replied as they both lead the way inside but just as they walked through the forest so far as just been eerily as the rumors have it.

Just as soon as they all go inside the forest the magical portal that whisked Fuli, Beshte, and Ono through dropped them off right where the others were. All three land on each other, Beshte first with Fuli and Ono following after and on top of him. After some groans of pain they all get off of each other.

“What just happened?” Ono asked as he looked around and towards the forest. “Hapana! And where are we?!”

“I don’t know.” Beshte answered looking just as surprised but not as frightened as Ono. “But that was pretty scary. It was like…”

“…We just went through a magical portal.” Fuli added as she looked around trying to make sense of what just happened feeling lost inside. “And when I said that earlier I was kidding!”

“Apparently.” Ono said just as lost as he flies up. “Don’t suppose this really happened to Kion and Bunga?”

“Only one to find out.” Beshte simply said as he and Fuli nod at him to use his keen sight as he scans around the skies.

Ono gives his glimmering eyes a good look around town before looking around Ponyville.

“This is interesting.” Ono commented as he scanned through town. “It looks like we are in a world where there are ponies.”

“Poa.” Beshte said in amazement while Fuli groaned with a roll of her eyes.

“Oh great. And I suppose they know how to walk and talk just like us too, huh?” Fuli remarked in a dull and unsurprised tone.

“I don’t know?” Ono replied as he turned his attention to the forest in front of them. “But I am not seeing our friends anywhere. Oh, wait a minute!” He then said as he inspected the trail inside the Everfree Forest where he spots Kion with the six ponies he had just met. “I see Kion with six ponies inside that forest!”

“Then let’s go!” Fuli said as she sped ahead as Beshte and Ono follow after her tryin their hardest to keep up with her as they enter the forest as the cloaked figure stealthily watches and follows after them in the shadows.


Back inside the forest all seven visitors all walk through the forest as they all look around to their surroundings.

“So far so good.” Kion commented as nothing bad has happened to them so far.

"So... none of you have been here before?" Twilight asked the others behind her.

"Heavens, no!" Rarity answered. "Just look at it. It's dreadful!"

"And it ain't natural." Applejack added as Nightmare’s vapor mist seeped through the cracks under the ground before them.

“What’s that supposed to mean?” Twilight questioned.

“No pony knows.” Rainbow said as he appears from the shadow with a look that screams evil if she were a villain. “And you know why?”

"Rainbow quit it!" Applejack told her to knock it off as she lurked around.

“Cause every pony who’s ever come in has never come out!” Rainbow somewhat menacingly tells Rarity, Fluttershy, and Pinkie who both retract a hoof in fright as Rainbow lurks up to them.

As soon as she said that a large and loud crack caused by Nightmare’s magic sends Twilight, Kion, Applejack, Pinkie and Rarity tumbling down the cliff just as Kion’s friends appear.

“Kion!” Fuli cried in shock seeing them fall down as both Rainbow and Fluttershy look down on them.

“Hapana!” Ono said in alarm at the sight.

“Don’t worry Kion! We’re coming!” Beshte added as he and Fuli rush down the cliff after them.

“Fluttershy! Quick!” Rainbow quickly shouted towards her friend as they both flew down.

“Oh my goodness! Oh my goodness!” Fluttershy said as she followed suit.

Working together, Rainbow was able to lift Pinkie from the downward tumble while Fluttershy was able to slow down and put the brakes on Rarity’s descent by grabbing onto her tail with her teeth. Fuli appears as she slides down and uses her strength to block both ponies to force them to slow down as Fluttershy’s grip started to slip just as they reached the bottom of the hill. Beshte who managed to reach the bottom of the hill due to his weight first managed to stop everyone from reaching the end of the cliff while Applejack was able to slow down her own descend by grabbing onto a nearby tree root as Kion joins in on bumping into Beshte along with Rarity, Fluttershy, Pinkie, and Rainbow.

As Kion turns to see Beshte and Fuli here they both return friendly smiles in relief that they are all okay…

…Well…all but Twilight as she skidded towards the edge of the cliff and finds herself dangling and holding on for dear life.

"Hold on, I'm a-comin'!" Applejack called out as she lets leaps over Beshte towards the edge, grabbing onto Twilight's front hooves to prevent her from falling.

"Applejack!" Twilight cried out as Applejack struggled to pull her up. "What do I do?!"

Applejack could only struggle with one eye shut unable to hold on much longer or hoist her up the cliff. But after she looked around, and then up for a moment she then turned back to Twilight as she spoke.

"Let go.”

"WHAT?!" Twilight asked sounding very shocked. "Are you crazy?!"

"No, I ain't." Applejack sincerely said. "I promise you'll be safe."

"That’s not true?" Twilight asked still not buying it as Kion shares the same reaction as he thinks back to the memory his father told him in regards to his near-death experience along with his grandfather’s at the claws of Scar.

"Now listen here." Applejack then said very assuring and firmly. "What I'm sayin' to you is the honest truth. Just let go, and you'll be safe."

Twilight eyes widen as Kion starts to have eyes of panic at Twilight’s predicament and could only look on from safety with the others as Twilight widens her eyes before calmly closing her eyes as she trusts the farm pony’s words as she lets go but not before screaming as she falls.

As Kion watches on he couldn’t help but sense the flashback to when his father and grandfather we're in this position with Scar clamming his claws onto his older brother who he would say his final words to him before murdering him on the spot.

“Long live the King!” Scar sinisterly told his brother before throwing him down to his death towards the wildebeest stampede below him leaving him screaming as he falls to his death.

“NOOOOO!” Young Simba screamed as he watches his father fall to his death.

"NOOOOO!" Kion in the present screamed with the same shocked response before leaping over towards the cliff joining Applejack as he screamed watching Twilight plummet but to his and her surprise she felt no impact. She didn’t die. She was safe and sound.

As Twilight opened her eyes, she saw that she was still in mid-air courtesy of Rainbow Dash and Fluttershy holding on to her.

Twilight let out a sigh of relief and so did Kion, until she slipped out of Fluttershy's grip until she quickly regained her grip on Twilight again, as the three then began to descend slowly to the ground as the others all regroup down as the three land down on the ground.

"Sorry, I'm not used to holding anything more than a bunny or two." Fluttershy apologized to the unicorn as she sees Applejack leaping down ledge to ledge with Kion following after her.

“How did you know they would catch her?” Kion asked the farmpony between leaps down.

"Just by being honest with my friends and having good faith in that she would be saved.” Applejack answered as they both climbed down together. “Although it was also a good thing that hippo appeared when he did otherwise the rest of us wouldn’t have been so lucky.”

“A very good thing.” Kion couldn’t agree more as they both reach the bottom of the hill. “And that there is the Lion Guard’s strongest.”

“Kion!” Beshte called out as he Fuli and Ono reunite with Kion.

“Beshte, Fuli, Ono!” Kion returned while just as surprised to see them. “What are you doing here?”

“Looking for you.” Fuli returned as she tackled him to the ground. “Don’t you ever scare us like that!” She then said in a tone of playful seriousness and happy relief.

“I won’t.” Kion playfully returned as the latter helped him up to his paws as Twilight watches on with a knowing smile.

“Saw that.” Twilight teasingly remarked as the other ponies giggled in amusement as Kion blushes in embarrassment while focusing more on reuniting with his friends back at his home.

“So anyways…” Ono began changing the subject. “After you left, Janja and his hyenas attacked the gazelles Kiara was tracking.”

“Luckily your dad saved your sister and forced them to retreat.” Beshte added.

“But then we noticed you were gone and had disappeared. Literally.” Ono then said. “I looked everywhere for you in the Pride Lands but you were nowhere to be found.”

“We figured you and Bunga ran off from home until we can across a magic portal.” Fuli said as she tries her hardest to detain her disbelief. “Which just happened against all odds.”

“You too?” Kion asked seeing that he is not the only one who saw it.

“I wouldn’t have believed it if I hadn’t saw it myself.” Ono said it’s a first for him too. “Next thing we knew just after the king and the queen ran off to find you we all got sucked through the portal too and ended up here.”

“And just after getting here we all ended up finding you here in this forest along with saving you.” Beshte added.

“My mom and dad ran off from the Pride Lands looking for me?” Kion asked in stunned surprise that they think he ran away. “Wait?! What?!”

“Yeah.” Beshte honestly answered much to Kion’s sadden guilt over his own disappearance as the ponies take this all in with the same apologetic expressions of what happened to him.

“I’m guessing you didn’t mean to disappear from your folks back at home.” Applejack figured that his appearance here wasn’t intentional.

“No.” Kion answered as he looked aside in shame. “Like my friends here I ended getting pulled in here as it appeared randomly before I could even return.”

“Don’t worry sugarcube. We’ll help clear this all up as soon as we take care of Nightmare Moon.” Applejack assured him with a comforting hoof on his shoulder.

“Applejack’s right. We will sort this out when this is all over.” Twilight said as she got everyone’s attention and pointed her to follow her. “But for now we got to get on over and find the Elements.”

“Aren’t you going to introduce us to your new friends Kion?” Fuli asked as she stops the lion cub in his tracks forcing Twilight to turn back.

“Oh right, sorry.” Kion apologized as he turned to the six ponies. “Girls, these are my friends back in the Pride Lands.” He introduced and gestured to his friends starting with the hippo. “This here is Beshte, the Lion Guard’s strongest.”

“Hello.” Beshte smiled as Applejack walks up to shake his hoof rapidly like she did with Twilight as the hippo was able stay on the ground despite feeling a vibration from the shake.

“A pleasure to meet you, Beshte.” Applejack welcomed him as she let go of Beshte’s hoof. “Always a pleasure to meet another strong fella like yourself. My name is Applejack.” He then proudly said as he tipped his hat. “But friends like you can call me AJ.”

“This is Fuli, The Lion Guard’s fastest.” Kion then introduced the cheetah next as Rainbow Dash immediately got up in the cheetah’s face.

“So you’re the cheetah our new friend has been talking about.” Rainbow glared at her as she returned it standing her ground. “The fastest animal in the Pride Lands.”

“You got that right!” Fuli smirked at the Pegasus’s direction as she accepted whatever challenge she had in mind for her.

“We are definitely going to see who’s really the fastest when this is all over because my name is Rainbow Dash. Emphasis on Dash!” She said as she flew around Fuli at top speed forming a rainbow spinning top leaving her feeling dizzy and fumbling in her steps before laughing at her.

“Oh it’s on!” Fuli accepted the challenge as she ran around Rainbow at her top speed.

“Whoa!” Rainbow said off-guard as she is wrapped up in a dust tornado and is left feeling dazed and stumbling on her hooves just like she did to Fuli with the cheetah returning a smug grin at her direction as she gives her a nod of respect.

“And this is Ono, the Keenest of Sight.” Kion then said gesturing the egret in flight.

“Hello.” Ono introduced himself as Fluttershy flies up to him with eager joy.

“An egret!” She said with a wide-eyed grin before cuddling him with a cute giggle.

“Um, yes. Common knowledge really.” Ono replied feeling a little awkward at the animal-loving Pegasus hugging him. “Is this normal for her?” He asked Kion with one open eye.

“When it comes to meeting new animal friends she really likes.” Kion answered with a smile that tells him he’s on his own there.

“Otherwise she can pretty shy.” Twilight added as she gestured him to fly down to her. “And believe me I know first-hoof when I tell you it’s true.”

“I hear ya.” Ono understood with a nod before returning to Fluttershy as she really wants to know more and all about him.

“Listen I’d hate to interrupt the introductions but we should get going if we want to find the Elements of Harmony and Bunga.” Twilight brought up with some regret of having to break the bad news.

“Wait, Bunga has been captured!” Ono asked in shock.

“Yes, by Nighmare Moon herself. An evil mare consumed by darkness who threatens to unleash eternal night on all of Equestria and is only willing to spare him if Princess Celestia surrenders to her.” Twilight explained the severity of the situation to the mostly assembled Lion Guard.

“Is this true?” Fuli asked Kion.

“I’m afraid it is.” Kion honestly answered. “We’ll explain more on the way but Twilight’s right. We gotta keep moving.”

The whole group then presses forward as Kion and Twilight take their time along the way to explain to them what happened since they met at the same time.

Unbeknownst, to the group the cloaked figure watches from above the ledge as he continues monitoring them from afar.


“So this powerful alicorn Nightmare Moon has been trapped on the moon for thousand years, just returned, and kidnapped Bunga?” Ono asked if he got everything Twilight and Kion told him straight.

“Yep.” Kion said nonchalantly.

“That sums it up.” Twilight said in the same tone.

“What?!” Ono asked with a twitchy eye as he has a hard time believing it as he briefly turned away from Fluttershy.

“Yes, I know this sounds crazy but I wouldn’t believe it if I hadn’t seen her herself.” Kion advised the bird to hear them out. “If we want to get Bunga back we going to have to work together and trust these ponies.” He also said as they pressed forward. “And for one thing this is definitely not the Pride Lands.”

“No kidding.” Beshte agreed feeling the chills up his spine. “This place sure is scary.”

“And considering we all nearly fell off of a cliff. It’s also endangering us.” Fuli added to back up that claim as she could feel her heart still racing from that blood-pumping experience. “I mean what else is there about this forest that could be worse.”

As soon as she said that a loud growl is heard ahead of them. Looking forward, they saw a huge beast blocking their path. The beast was huge, had a lion's face and body, bat ears and wings, and a scorpion tail’s.

"Hapana!" Ono said in horror.

“What in the Pride Lands is that?” Kion asked just as alarmed.

"A manticore!" Twilight shouted as the beast roared while moving in to attack them while Fluttershy and Ono backed away in fear with the latter using his keen sight to examine the manticore. "We have to get past him!"

The manticore then made its first move making a swing at Rarity, but the fashionista quickly ducked and countered with a buck to the face that knocks him back.

“Fluttershy…” Ono said to Fluttershy as he whispered something into her ear who then sees a way to properly deal with him.

"Take that, you ruffian!" Rarity confidently spoke as the manticore then roared in Rarity's face, leaving her mane frizzled up as a result of his breath.

"My Hair!" She shouted very upset he did that to her as she quickly retreated. The manticore then attempted to pursue her, but then stops, when Applejack came to the rescue appearing on top of him so he could ride and control him like taming a bull.

“Wait.” Fluttershy tried to say to stop the farm pony from doing so alas a little too late.

"Yee-Haa!" Get along, little doggie!" She shouted in her attempts to control him only for the latter to need a good heave to shake the cowpony off of him. "All yours partner!" She said in Rainbow’s direction nonchalantly.

"I'm On It! Come on Fuli!" Rainbow Dash said with a salute as she turned to the cheetah as they both dashed forward and used their fast speed to trap the foe in another rainbow dust-filled twister.

“Wait.” Fluttershy tried again a little louder as Ono groaned to himself before speaking up to her.

“You’re going to have to say it louder next time. Otherwise, they wouldn’t listen to reason.” Ono urgently advised the meek peagsus to which Fluttershy looked reluctant at the thought of raising her voice.

The speedster’s twister made the manticore dizzy instead of dry. But the beast then lashed tail, swatting Rainbow Dash toward the trees with a yell while narrowly hitting Fuli.

“Whoa!” Fuli shouted as she nearly got struck.

“Fuli!” Kion shouted in her direction as she got fierce and defensive as he retracted his claws as Twilight drew a hoof in the dirt ready to charge along with the others while Pinkie Pie happily hopped her way towards the manticore ready for a fight until...

"WAAAIIIT!" Fluttershy screamed as she appeared in front of everyone along with Ono, causing the group to come to a halt in surprise.

“Everyone stop!” Ono barked with open and spread wings before turning his eyes towards the manticore.

“Under his paw.” Ono said to the peagsus as she casually walked up to the manticore with a paw ready to swipe her as the others shield their eyes cringing in preparation until they saw her nuzzling her snout on the creature’s other paw.

The creature taken aback by this kind gesture softens up as he un-clenches and reveals a thorn stuck on his left paw.

"Oh, you poor, poor little baby." Fluttershy said in pity for him.

"Little?" Rainbow Dash asked in confusion by her describing a large creature little.

"Now this might hurt for just a second." She gently said as she reached down to his paw with her teeth and then pulls out the thorn. As soon as she did that the manticore let loose a roar as he picked her and Ono up.

"Fluttershy!!!” The girls called out.

“Ono!!!” Kion, Fuli, and Beshte called out at the same time fearing he was still going to be hurt then only to see the manticore craddling and licking the peagsus and egret in his arms, thanking them for pulling the thorn right out.

“Aww!” Ono groaned in disgust at having manticore saliva all over his body while Fluttershy giggled.

"Aw, you're just a little old baby kitty, aren't you?" Fluttershy asked as she and Ono are still licked at while the group watched in amazement as they see that the beast is actually friendly as he allows them to pass by. "Yes, you are. Yes, you are."

“Poa.” Beshte said very impressed.

"That is pretty impressive." Kion said in the same tone as the manticore finally lets go of Ono and Fluttershy to allow them to join their friends as both have feathers and mane hair still standing up from the multiple licks of affection.

"I can’t believe I’m saying this but great job." Fuli said still stunned that kindness was all he needed.

"How did you know about the thorn?" Twilight asked.

"I didn't." Fluttershy replied. "Ono did with his keen sight.” She said as Ono nodded to confirm it. “Sometimes we all just need to show and be shown a little kindness as much as having a good trained eye."

“Especially for those who jump to conclusions before acting. Common knowledge really.“ Ono added feeling pleased with what he did.

As they walk up to rejoin the group, Twilight and Kion pondered for a second, and smile as the former gets the idea of what the latter is trying to get her to come to terms. Sometimes what others truly need is show and give kindness when the situation calls for it.

“You thinking what I’m thinking?” Kion asked Twilight if she learned anything from what they witnessed.

“Yes, Kion.” Twilight simply answered as they walked forward to catch up with the others as the nightmare mist and dark cloaked figure appear from the shadows behind them as the former nods at the mist as the latter moves ahead towards the ponies, lion, cheetah, hippo, and egret.


The group continued to make their way through the forest. As they pressed onward, Rarity expressed the creeps she was having by giving a shudder.

"My eyes need a rest from all this icky muck." Rarity said. As they kept going, the moon disappeared out of view due to the trees blocking it around them as the surrounding around them darken the part of the forest they walked into. "Well, I didn't mean that literally." The fashionista added, while the group continued on, unaware of the Nightmare’s wisp is around and seeped itself into a twisted old tree as they continued on.

“Ono. Can you get a good view of where we are going?” Kion called out to him hoping his keen sight can help them again.

Ono tried to fly and look around but due to the very darkness they were in he couldn’t.

“Sorry, Kion. It’s too dark!” Ono apologized as he tried to stay close out of fear of getting lost.

“I got this.” Twilight assured everyone as she lit up her horn with her magic to use as a flashlight in the very dark section of the forest. “That’s better.”

"Nice!” Kion complimented.

“Now that’s what I’m talking about serious light when we need it.” Fuli also admired the unicorn’s great gift.

"Thanks." Twilight greatly appreciated the compliments as they pressed forward with Applejack stepping on something squishy.

"Oh, wait. I think I stepped in somethin'." She said as she tries to see what she thinks and truly is just mud.

“It’s just mud." Applejack returned somewhat annoyed thinking she is screaming over something over the top until she saw the tree in front of her that had a hideously gruesome face. A gaping, five sharp tooth open mouth that makes giant worm like creatures formed from an opening in the bark and a pair of glaring eyes.

"WHOAAAUUH!" Applejack shouts as she bolts away while the other ponies watched as they find themselves surrounding by trees filled with nightmarish snarling faces. The ponies along with the Lion Guard all shouted and retreated to the nearby bushes. Pinkie however was the only one who didn’t as she got a good look at the trees and then laughed and giggled at them much to the others surprise.

"Oh girl, don’t you see." Pinkie Pie shrugged it off as she broke out into a song as she giggled and hopped not finding any of the trees scary.

”When I was a little filly,

and the sun was going down.”

Pinkie sang as her friends watch in confusion and bewilderment.

"Tell me she’s not?" Fuli asked the others as Pinkie continued singing the next part right in front of her.

“The darkness and the shadows,

they would always make me frown.”

“She is.” Rarity answered.

“Figures. She is just as annoying as Bunga.” Fuli said in a defeated tone under her breath.

“I'd hide under my pillow from what I thought I saw

But Granny Pie said that wasn't the way to deal with fears at all.”

She sang as she continued hopping around.

“But what is?” Rainbow asked.

“She said Pinkie, you gotta stand up tall, learn to face your fears

You'll see that they can't hurt you, just laugh to make them disappear.“

She sang as she appeared next to one of the scary faced trees.

“"Ha! Ha! Ha!" Pinkie Pie giggled at the tree which amazingly caused the tree's face to vanish. It was once again a normal tree. The others gasped in surprise that it actually worked and then joined in on laughing at the menacing faces. Though Twilight and Fuli felt skeptical at the idea, both Pinkie Pie and Kion encouraged them to do so and after seeing the tree, both Twilight and Fuli joined in on the laughter. And as everyone continued laughing, the faces continued to disappear as Pinkie continued singing.

“So giggle at the ghostly

guffaw at the grossly

Crack up at the creepy

whoop it up with a weepy

Chortle at the kooky, snortle at the spooky

And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna...

LAAAAAAUUUGH!!!”

As Pinkie finished singing with the last word very high-pitched, the remaining faces disappeared as everyone all flopped on their backs including Twilight and Fuli to share another long laugh.

"Wow" Fuli said as she is the first to stop laughing. “Now that is some serious laughter you just created there in the face of danger.”

“Just like Bunga!” Beshte added.

“Thanks.” Pinkie said. “Although with a little smile and laugh anyone can brave through the face of danger and walk on the wild side! Why I always laugh in the face of danger."

“Indeed.” Ono said in agreement. “If he was here he would have done the same thing I mean seeing how similar you two are.”

“Yes-siree.” Pinkie happily returned. “We sure had a great time together back at that party.” As she and the others prepared to move forward she stopped as she remembered she wanted to say something else. “That reminds me, when this is all over I will now have two parties to throw?”

“What would that be for?” Fuli curiously asked.

“A “We Saved Equestria” party and a “We Saved Bunga.” Party.” Pinkie happily answered as she happily spread confetti and blew on a noise maker in the cheetah’s ear leaving her tapping her ear to make sure the hearing is still working.

“Figures.” Fuli replied while wondering to herself why she even asked with a matching expression before making her way forward as the others followed suit.

As they pressed forward Kion looked back as Twilight is the last to follow them before catching up. As the mare pass him he can’t help but smile seeing that the unicorn is really getting into friendship.


The group pressed forward with Pinkie leading the way until she suddenly stopped, with Twilight bumping into Pinkie, followed by Kion, Rainbow Dash, Fuli, Rarity, Applejack, Beshte, Fluttershy, and Ono in that order. The ten friends poked their heads out from behind Pinkie so they can see why she abruptly stopped. A river in front of them with large waves of flowing and overly strong water in between them.

"How are we gonna cross this?" Pinkie Pie asked.

“I can tell you all one thing and it’s not going to involve me getting in it that’s for sure.” Fuli immediately voiced her vow.

“I’m guessing you don’t like water do you?” Applejack figured from her tone of refusal.

“Nope and I don’t plan to anytime soon.” Fuli said without hesitation.

“I see.” Rarity understood as she turned to the others. “Anyone else have another idea?”

“Not really. We can’t jump over it.” Kion had nothing to offer.

“And it’s too strong to swim in.” Beshte added.

At that moment they heard a sound of moaning and wailing nearby. They all turned their attention to the side of the river where they saw a large and tall purple serpent with skinny arms, long orange hair with a matching mustache, and eyebrows with yellow highlights crying.

"Oh, what a world!" He cried as he splashed his hands in the flowing stream. "What a world!"

"Why are you crying?" Twilight asked.

"Well, I don't know." The serpent responded. "I was just sitting here, minding my own business, when this tacky little cloud of blue smoke just whisked past me and tore half of my beloved mustache clean off!" He then said as he showed his mustache with the left side of it completely cut off.

“Aww.” Beshte said in sympathy for his misfortune.

"And now... I Look Horrible!!" Steven then wailed as he fell back into the river, splashing water all over the ponies as he continued to wail his misery while the others especially Fuli, Applejack, and Rainbow Dash all get annoyed from being soaked.

“And this is why I hate water.” Fuli said feeling her point has been made.

"Oh, give me a break." Rainbow Dash then said in annoyance.

"That's what all the fuss is about?" Applejack asked feeling exasperated.

"Why, of course it is!" Rarity said as she walked past the group while lightly scolding the farm pony and speedster Pegasus while turning away with her head up high and proud. "How can you be so insensitive? Oh, just look at him." She then said with a sympathy and somewhat babyish tone approached the serpent as he lowers his head on the ground "Such lovely luminescent scales."

"I know..." The serpent said as he sniffed.

"And your expertly coiffed mane." Rarity added.

"Oh, I know, I know...!" Steven said as he stood up and patted his styled back mane.

"Your fabulous manicure!" Rarity further went on as Ono rolled his eyes wondering how much more she is going to go on about.

"Oh it's so true!" Steven said with a touched and pleased tone.

"All ruined without your beautiful mustache." Rarity finally finished.

"It's true... It's true, I'm hideous!" Steven sadly said still upset.

"Well, I simply cannot let such a crime against fabulosity go uncorrected!" Rarity said with determination as he turned to Kion.

“Kion dear I need you to do me a favor.” Rarity called upon the lion who then whispered her plan to him.

“What?” Kion asked incredulous of what she wants of him. “Are you sure?”

“Yes.” The fashionista simply and firmly replied.

“But Rarity…” Kion tried to protest against this.

“Please Kion. Do it for him.” Rarity further insisted him to hear her out on this. “We have to help him.”

Kion then looked into the serpent’s eyes and then sighed as he saw his saddened expression of how hurt he is to have his moustache ruined by outside circumstances.

"Okay." Kion then reluctantly agreed as he approached the unicorn retracted his claws and after readying his aim and pounce he leaps up raises his right claw and slashes her tail right off leaving a small stub of hair behind on her rump.

The five other mares and four Lion Guard members all gasped in shock at what happened as Steven Magnet fainted in shock from what he saw too.

Using her magic, the fashionista levitated the cut piece of her curly tail and then attached it to the serpent’s ruined half of his blond mustache. He sees this new piece of hair on his mustache after recovering from his fainting shock.

"Oh, My Mustache Is Fixed!" He said with overjoyed glee. "And it looks perfect! Oh thank you!"

"No problem at all." Rarity said as she thought nothing of her own generous gesture. "And thank you Kion."

"Always a pleasure." Kion replied while eyeing her now cut tail. "Even though I had to cut your tail off to make it happen."

"Oh don't worry, it's fine." Rarity assured the young lion. "Short tails are so in this season. And besides, it'll grow back."

"So would a mustache." Rainbow whispered to Twilight along with the others.

“Affirmative.” Ono said in stoic annoyance.

“No kidding.” Fuli whispered back in agreement still a little annoyed as Twilight saw the river has now calmed down as a result of Steven’s now happy mood. The river went from large and overflowing from Steven’s crying and upset mood to a calm stream when his mood changed.

"Look, we can cross now!" Twilight said in delight as she started making her way across the river. "Let's go!"

As Twilight was just starting Steven appeared right under Twilight as she finds herself standing on the serpent’s second hump as he forms his back into a stepping stone bridge for them cross the river.

"Allow me!" Steven offered with a sense of insistence as his way of saying thank you to which they all gladly take up his offer as they use his coils to cross the river.

"Gee thanks!" Beshte called out as all of his friends go before him as he and the ponies used the coils to make it to the other side. “Um you think you could…?” He asked the serpent as he nodded as the hippo gets on his back. Once everyone else went ahead he then found himself sliding across his coils before being bounced off of his back while making a perfect landing on the other side.

“Poa! That was fun!” Beshte said as the serpent waved to him before making his leave.


The Pride Landers and the ponies then continued their way through the forest until they saw something that sparked delight in Twilight’s eyes through the mist-covered abyss. The Castle of the Royal Sisters, well at least the remains and ruins of the abandoned place but still there in one piece.

"There it is!" Twilight spoke out. "The ruin that holds the Elements of Harmony! We made it!" Happy and excited that they have finally made it to their destination, Twilight galloped ahead.

"Hey Twilight, wait for us!" Applejack called out as he chased after the unicorn, with the others following them.

"We're almost there!" Twilight called out as she ran ahead while Ono examines the area in front of them.

“WAIT! TWILIGHT!!” Ono called out in horror as he saw the unicorn wasn’t watching where she was running. Alas, the warning came a little too late as she tripped after nearly stumbling into mid-air, and struggling from falling over the edge over a broken bridge. Luckily, Kion and Rainbow Dash quickly pulled her up before she could fall with the former pulling her up by the stomach and the latter pulled her up by the tail. Once Twilight was safe once again, Kion let loose another sigh of relief.

"What's with you and falling off cliffs today?" Rainbow Dash asked before examining the broken bridge along with the rest of their companions.

"Now what?" Ono asked seeing that the only way across is cut off.

"Duh.." Rainbow Dash simply shrugged it off as she flew down towards and into the misty abyss and picked up the other end of the bridge with her teeth to bring it back up.

“Oh, of course.” Ono said as he realized what she is doing. “Why didn’t I think of that?”

As Rainbow prepared to re-tie the bridge so the others can cross it she hears a strange voice nearby courtesy of the Nightmare Moon.

"Rainbow...."

"Huh?" She asked as she looked around for the source. "Who's there?"

"Rainbow...." The voice called again.

"I ain’t scared of you!" Rainbow Dash said undeterred as she began to punch the air. "Show yourself!"

"We've been eagerly awaiting the arrival of the best flyer in Equestria." The voice said as Rainbow was able to face the voice in its direction.

"Who?" Rainbow Dash asked in confusion.

"Why, you, of course."

"Really?" Rainbow Dash asked feeling pleased to hear that before changing to a tone of confidence. "Well, yeah that's me. Hey, you wouldn't mind telling the Wonderbolts that, would you? Cause I've been trying to get into that group for, like, ever!"

"No, Rainbow Dash." The voice further spoke. "We want you to join us the Shadowbolts."

At that moment three Pegasus ponies emerged from the mist in front of her. They all fly down over to her and then come to a stop to reveal themselves. Two gray-furred stallions with indigo manes with a light blue furred stallion with a medium-toned blue mane. They all had purple jumpsuits, yellow goggles and matching lightning stripes just above their hoofs, and black masks covering their heads and necks minus their faces. Each outfit had symbols of a winged pony skull on where the flank is which is definitely not what a Wonderbolt should look like.

"We are the greatest aerial team in the Everfree Forest, and soon, we'll be the greatest in all of Equestria." She then said as she leaned in close at Rainbow. "But first we need a captain." Rainbow's eyes went wide with excitement hearing this.

"Really?" Rainbow Dash asked.

"The most magnificent... swiftest... bravest flyer in all the land." The mare said as she flew around the rainbow maned Pegasus who is still smiling.

“Yep.” Rainbow said at every complimenting adjective given.

"Really?!" Rainbow Dash asked.

"We need you." The mare then said as the Rainbow maned Pegasus leaped up in joy hearing that the Shadowbolts want her to be their captain. Her dream of leading a team of the greatest flyers in the world is right in front of her.

"Sign me!” Rainbow immediately replied as she turned her attention back to the bridge she is just mending up. “Just let me tie this bridge up real quick, and we have a deal."

"NO!" The Shadowbolt mare immediately in an assertive and menacing tone said as she flew over and blocked the rainbow maned Pegasus from tying up the bridge. "It's us... or them!"

"Rainbow, what's taking so long!" Twilight called out to her.

“Ono?” Kion asked the egret to take a look of what’s going on as he tries to see beyond the light mist on the other side.

“Hmmm!” Ono said as she examined his keen sight on the Shadowbolts. “A trio of ponies are over there talking to Rainbow."

Twilight looked forward to where and what he was talking about and once she saw through what was really Nightmare Moon’s deception to trick Rainbow her eyes widened with horror.

"Rainbow!" Twilight called out as Nightmare immediately turned to her attention and immediately used her magic to strike the unicorn up into the air to stop her.

“AAAHH!!" Twilight shouted as she is flung through the air and is facing a high plummet into the abyss below her as the others have startled and horrified reactions as Fuli quickly backs up a good distance from the edge of the cliff to get a good running start to save the unicorn.

“Huwezi!” She shouted as she quickly ran over and across the ravine and caught Twilight on her back as they both made it across alive and in between Rainbow and the Shadowbolts.

Working together with an immediate burst of magic from Twilight one by one which took out two of the Shadowbolts with Fuli leaping and plowing right into the third one sending her tumbling back.

"Well?” The mare asked again as she and the others got up back on their hooves with Twilight and Fuli ready to fight should they make another move.

Rainbow Dash looked at the Shadowbolts and at her friends and ones ready to fight. After some thought, she spoke.

"You." Rainbow Dash answered as the Shadowbolt mare smiled with Twilight and Fuli registering surprised looks at her before she continued. “Thank you for the offer.”

Hearing that sparks shock from the Shadowbolts as Twilight and Fuli smiled seeing that their new friend is still loyal to them to the end.

"But I'm afraid I have to say no." Rainbow Dash said as she finished tying up the other end of the bridge.

Realizing that her plan failed, the Shadowbolts immediately turn into Nightmare’s mist as she disappears and makes her leave.

Once the bridge was completely fixed, Rainbow flew over with a triumphant poise as the others across cheer for her and Fuli for their combination of speed and loyalty before they all started to cross. From Fuli’s quick speed and Rainbow’s undying loyalty, Twilight emerged alive and they all are still friends.

As Fuli watches the others cross she finds herself hugged by the lavender mare herself.

“Thank you so much!” Twilight happily expressed her gratitude as she finds herself really enjoying her own hug as she finds the cheetah’s fur very soft. “You saved me!”

“Eh, what can I say? Just takes a little speed. That’s all.” Fuli proudly said while allowing the unicorn to hug her even though she isn’t a hugger. “Um Twilight, you can let go now.” She added after seeing that Twilight is still hugging her.

“Oh right.” Twilight then said when she immediately let go of the cheetah after seeing that she is still hugging her longer than she wanted to. “Sorry, I just couldn’t help but find your fur really soft.” She then grinned and blushed rather embarrassed upon realizing she actually just did that to someone she had just met.

“No worries.” Fuli didn’t make too big of a deal of it as they both shared a friendly smile together. “For a new friend, I can make an exception.”

“And good job Rainbow.” Twilight called out to the rainbow maned peagsus.

“See I never leave my friends hanging.” Rainbow assured her that they always got her back no matter what as the others made their way across the bridge.

Well, all expect one…

“Um guys.” Beshte called out still on the other side of the bridge. “A little help please? I’m afraid to say that this bridge doesn’t have the strength to hold up my weight.”

The nine companions turned to see that Beshte hasn’t crossed yet and saw that he is right, the bridge is too light to hold the hippo’s weight.

“Oh no worries.” Twilight called out to him as she worked her magic to teleport him across to the other side.

“Poa!” Beshte said impressed. “Thanks, Twilight!”

“Of course Beshte!” Twilight thought nothing of it. “Just takes a little magic, that’s all. And anything for a new friend.”

As soon as Twilight said that Kion turned to Fuli who had previously echoed those words to the unicorn as she simply shrugged it off with a smile while knowing that her big rescue really helped warmed Twilight’s heart a lot more to friendship before they all made their way forward.

Author's Note:

In this part most of the Lion Guard and the Mane Six finally meet face to face with each other as they all face tests and challenges to determine if they all fit the bill to live up to their roles which sets forward special bonds for each of the team members.

Beshte and Applejack work well together as the strongest, Ono and Fluttershy combining Keen Sight and Kindness, Bunga and Pinkie combine for Bravery and Laughter, and Fuli and Rainbow work well with super speed and Loyalty together.

Along the way some more references to the original film with Applejack holding onto Twilight as the latter has been having trouble with cliffs during their trip.

As the journey goes on all that is left is for the two leaders to live up to the roles as they prepare to face off against Nightmare Moon which will be right after Simba and Nala's attempted search for their son taking them out of the Pride Lands.