• Published 27th Nov 2021
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The Pony Guard (Season 4) - MXCDarkHorse2020



The Lion and Pony Guard all seek to protect Ponyville all while learning more the ways of friendship as the threat of Scar grows.

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Episode 2: Castle Maneia Part Two

Episode 2:

Caste Maneia Part Two

The next day, Kion accompanied with Spike and Kyoga made their way over to the abandoned castle in the Everfree Forest. With help from Celestia’s newly created portal that allows them to instantly go to Canterlot and Ponyville at any time without having to go to Pride Rock, they were able to avoid being detected by Scar and his army.

In the meantime the remaining Lion and Pony Guard members have split up to carry on their lives in Ponyville, before planning to return the following day so they can tell the Pride Landers (who needed more time to discuss their future plans) of what plan they have in order to be able to combat and take down Scar and his followers.

One of the parties involves Applejack and Rainbow Dash spending their time engaging in another one of their little competitions to see who’s the better pony between the two of them at Sweet Apple Acres. To them it was something to which they have spent their time together engaging in ever since the Running of the Leaves event. And the event of the day, is daring each other to see who can go longer in being covered with a swarm of bees on their bodies with getting cracking or getting stung. And so far neither pony has the edge while both Pinkie and Bunga both watch from the sidelines.

"I'm not gonna move. You move."

"Uh-uh. There is no way I'm movin'."

The two traded with only their eyes not covered with bees while their judges, watch from the table on the sidelines along with the pink pony’s pet alligator Gummy.

"This is the most daring dare anypony ever dared dare another pony to dare!"

“I know right!”

"Huh?" Both ponies asked in confusion.

"It's exciting!"

“It’s Un-Bunga-veilable! I mean it look at you both! You’re practically eye to eye with each other!”

Just then a male pony wearing a bee’s keeper outfit approached them. “Uh, whatcha doing?"

"Rainbow Dash and Applejack are competing for the title of "Most Daring Pony"! This is the final test: the Bee Stare! Last pony to blink wins!"

“And it’s a close one so far!”

Both Pinkie and Bunga explained to the pony who needless to say wasn’t impressed with their antics. "… I'm gonna need my bees back."

"But then we'll never find out who the Most Daring Pony is!" Rainbow protested.

"Eh, sorry about that." He apologized before whistling and trotting away with all of the bees following suit and left Rainbow and Applejack's bodies, revealing that they were wearing bees keepers outfits the whole time.

"Well, what do we do now?" Applejack asked her friendly rival while removing her bee-keeper hat.

"Don't worry, ladies.” Pinkie said to them in assurance. "I've been keeping excellent score all day!" she then looked over at her notebook for some quick re-calculations. "Hmm, move the decimal, carry the 2, and... Congratulations! You're tied!"

But both ponies weren’t satisfied with the results.

"Tied?"

"You can't be tied for the Most Daring Pony!"

“Sorry.” Bunga apologized before showing them Pinkie’s calculations, but then showed a confused and slightly disturbed expression before quickly grabbing a pencil and keeping separate notes of the proper calculations since Pinkie’s was just notes with doodles. “Numbers don't lie!"

Even so, both ponies were still dismayed by the results just when Pinkie decides to head out.

"I'd love to stay and keep keeping score, but I promised to help test the new school bell. I get to ring it all week, nonstop!" Pinkie she told them while wiggling her poofy tail like a bell, to which Gummy was biting on, "And I don't even have to take turns, because no one else volunteered!"

“See ya!” Bunga waved her off before turning back to the two daring ponies with Rainbow removing her bee keeper outfit.

Even with the score tied, Rainbow remained certain they can find another way to break it. "Okay, no problem. We just have to come up with another daring dare.”

The three thought before the honey badger suddenly turned to the direction of the Everfree Forest. “Ooh, ooh! How about the Everfree Forest! There’s tons of scary and interesting ways for you two to settle the score!”

“You know…” Applejack returned with a confident grin towards her friendly rival before they all made their way towards the forest’s direction towards the castle. “…I think that might just work out perfectly for us.”


Meanwhile, two more ponies along with the remaining members of the Guard were also on their way towards the old castle. Rarity and Fluttershy, along with Beshte, Fuli, Ono, and Angel Bunny, were making their way across the Everfree Forest. True to their nature, Fluttershy along with Ono were trembling with the latter hiding behind her long mane. Rarity boldly made her way through the forest with her head up high, with both Fuli and Beshte both in between both making sure that neither pony gets far ahead or left too far behind.

Normally, neither Fuli nor Beshte would be into whatever fashion idea Rarity has in mind considering it’s usually for a fitting or assisting her in putting a new dress together. But since Ono has a case of forest frights and that Rarity kindly asked of them for their help, they were more than happy to help them out.

“Um, Rarity? Don't you think it's a little late in the day to be walking through the forest?" Ono asked while still having the chills going down his spine. "I get that want whatever ancient tapestries this castle might have assuming the rumors are true? But it is star-spider season after all. Common knowledge really.” Said spider just happened to land on its beck. “Ah! Hapana!”

He quickly shook his beck to shake it off to which he managed to do so with Fluttershy being quick to calm the little thing before it could hit the ground. Fuli had to rein in her mean snickering to the point the egret didn’t catch her making fun of her.

“There you go. He didn’t mean it.” She gently said to the spider who made it’s way into the deep darkness of the forest before turning back to her unicorn friend. “Anyways, I'm sure you have a very good reason.”

"Simply the most important reason I've ever had in my entire life!" Rarity assertively returned.

“Well whatever it is, we are happy to help.” Beshte happily placed his friend’s faith in her requested help. “What is it?"

Rarity turned to her friend just as they make it to the wooden bridge leading to the castle. “Well, as Ono as said there are rumors that the Castle of the Two Sisters is filled with the most gorgeous of ancient tapestries in all of pony history! It pains me to think of those magnificent creations rotting away in those old ruins, totally unappreciated."

"I see…" Fluttershy said rather dryly.

“…Makes sense…” Ono added with sarcasm.

"I require your help in borrowing one or two to bring back to the boutique where I can restore them." Rarity said while making her way across the old wooden bridge that led to the castle. "Maybe I'll even use the patterns as the inspiration for a new line!" She then stated with a bright smile.

“Well, does sound like good inspiration.” Beshte said while getting her vibe.

"That does sound... very important." Fluttershy came to agree with her friends although not exactly enthusiastic as her.

"Yes, well, maybe not the most important thing in my entire life…” She then said upon catching her vibe. “…, but retro-ancient classical will be all the rage next season, so it's nothing to sneeze at." Just then, Rarity sneezed when Angel passed by her, with hisr ears and tail tickling her nose. "Ah-cho!"

“Um, girls? A little help please?” Beshte called from the other side just when Fluttershy and Ono both make it across.

“Oh, of course. So sorry about that darling.” Rarity quickly moved to use her magic to help strength and stabilize it to the point the Guard’s Strongest can make it across safely with Fuli using her teeth and tail to hold on to the ropes securing it in place.

“Thanks.”

“No problem, Beshte…” Fuli returned with a smile before pressing forward with what’s in front of them. “And now for the castle.”

With the whole group together, all five friends approached the castle in front of them.

"Um, are you sure you need those tapestries, Rarity? Because I really don’t like the look of this place." Ono nervously asked while gawking at the inside of the building covered in shadows to which Fluttershy found frightening as well.

"But, of course." Rarity firmly replied. "Although, I must admit these ruins are a fright….” She then said before suddenly seeing the dirt that suddenly got on her hooves. “Just look at all the dirt everywhere! Ugh…" She briefly expressed her disgust before she shook it off of her hooves.

Angel Bunny wanting to explore the place quickly hopped inside and up the steps while worrying her Pegasus friend in the process. “Angel!” She gasped.

“Hapana!” Ono gasped before flying in after him with Fluttershy tagging along with Rarity, Fuli, and Beshte all following behind them. But what they aren’t aware of is that a mysterious cloaked figure followed them.

Once inside, the five friends all look to their surroundings to where they see old banners of both alicorn sisters from a thousand years ago hanging from the ceiling. Not only that, there are many steps and paths that lead to many rooms in the large castle and broken crystal windows from the faithful battle that led to Luna’s banishment.

“Poa!”

“Hapana!”

Beshte and Ono expressed with the latter dropping his jaw in shocked awe at the sight of their surroundings before quickly shaking his head to shake it off.

"It's practically an artistic treasure trove of ancient good taste!" Rarity expressed in delight just when Angel appears in the foyer, thumping his foot to get Fluttershy’s attention.

"Angel!” Fluttershy expressed her relief before running up to him. “Oh, you really shouldn't have run off like that. Ancient ruins are filled with all sorts of things that can hurt you!”

Angel immediately getting annoyed hops off ahead, followed by Rarity and Beshte who both venture the castle together just when Fluttershy goes a little into over-protective mother mode when listing off how. ”You could stub your toe, or, or trip on a loose stone... You have to be careful!"

"Fluttershy." Ono spoke up to get her attention while gesturing to where the others have gone with a flat and dull expression.

"Oh."

The two friends quickly regrouped with the others down the hallway with Ono silently pleading to himself that this will be over quickly and efficiently.


Just after they disappeared, Twilight appeared with a set of candles in her tow before heading back to the library. But when she went inside she heard familiar voices from behind.

"I don't think I'll need all these candles, guys." Spike said to both lions with Kyoga holding the candle set with her tail. "I was only scared for a second."

"Oh, these aren't for you, Spike. They’re for us." The lioness corrected. “Since we’re most likely going to be here for the night, we're gonna need all the light we can get.”

"Oh, great." Spike sighed in dismay.

“Don’t worry.” Kion assured him with a smile. “You have both the Lion Guard’s Fiercest and Wisest on your side and you’ll be okay as long as you stay by our side. Come on!”

Twilight having caught a glimpse of them making their way towards the library expressed silent surprise to see them here before suddenly smirking upon getting an idea in her head before quickly making her way back to where she was reading.


Once they all disappeared in the library’s direction, Bunga, Applejack, and Rainbow Dash have all arrived.

"Well, here we are!" Applejack said to her two companions while gesturing to the grand throne room in front of their very eyes.

“Huh?” Bunga voiced with a look of confusion and disinterest. “The Castle of the Two Sisters…not what I was expecting.”

"What's so daring about this place?" Rainbow asked taking the honey badger’s side on this, "This is where we got the Elements of Harmony."

To explain why they’re here, Applejack went up the nearby plight of stairs and stood before them, before telling them an ancient tale in an eerily tone of voice. "When I was just a filly, Granny Smith told me of an ancient legend. When Nightmare Moon was banished, not every last bit of her dark magic went with her. Granny used to say, when night falls on the castle, that magic takes the form of... the Pony of Shadows!"

Bunga scoffed at the idea, “Puh-lease! Like that ever happened! And if you’re trying to scare me, it’s going take a lot more than that to do it.”

“Me too!” Rainbow again agreed with the same tone in not buying the Pony of Shadows theory.

The two don’t see eye to eye with Applejack here, but they didn’t come all the way out here for nothing. Both Applejack and Rainbow have a score to settle and they plan to do with whatever the place throws at them.


Elsewhere in the castle, Rarity gasped happily upon finding something she is looking for that’s standing in front of her very eyes. An old and torn tapestry depicting Princess Luna.

"This one is perfect!"

Ono flew over and examined the tapestry. “Hmm, a little rustic, though to be fair it has been here for a thousand years, but nothing a little bright color and shine won’t fix.”

“It could use some restoration." Fluttershy added while approaching her friend seeking to take it home with her.

"Fluttershy, Ono, both of you be dears and fly up there and lift it off that hook?" Both the Pegasus and egret moved to fly up to the top to try and lift it, but both weren’t exactly strong enough to do the job. "Maybe from below?" Rarity suggested from down below, earning annoyed looks from the two flyers before moving to do so.

They flew onto behind the tapestry where they tried to take it down once more when suddenly, the wall started to move and flip over, causing both the tapestry and both Fluttershy and Ono to disappear and surprising her friends.

“Did both Fluttershy and Ono disappear behind that wall?” Beshte questioned the cheetah standing beside him.

“Eeyep!” Fuli answered blankly before moving to try to trigger whatever they touched on the wall to get the wall to flip over again so they can follow after them.


Right on the other side of the wall…

"I don't see what's so daring about an old legend," Rainbow questioned her partner. “I don't believe in ghosts."

“Me neither.” Bunga commented. “They’re just myths much like the legend of Zimwi.”

“Right...and that’s coming from someone who thought it was real for a second like all of us.” Applejack commented unimpressed. “Says someone who actually believed the legend of Zimwi was real and everyone including the Guard’s Bravest ran around in a panic.”

“Eh…” Bunga shrugged it off. “…I knew it was fake all along.”

“Sure you did.” Rainbow returned while shaking her head at the smugness Bunga was showing.

But while the two were talking, Applejack noticed the blue tapestry on the wall moving. "You might wanna rethink your position on that." she quickly warned her friends.

Both Rainbow and Bunga looked up and saw the fabric moving, followed by a muffled scream from behind it courtesy of both Fluttershy and Ono. From there the superior sense Bunga was feeling suddenly vanished upon seeing this.

The three run off together before thunder rumbled, followed by lightning, and a shadowy emerging from behind them.

Seeing this sparked fright in everyone’s hearts before they all ran off together deeper into the castle.

“You saw that right?!” Applejack asked her friends.

“Right, and now a special message from Bunga the Wise….” The honey badger nervously announced before turning to run off ahead.

“Run!” Rainbow screamed before she and Applejack follow after Bunga together.


Back on the other side, the wall revolved once more with both Fluttershy and Ono along with the tapestry reappearing. Both fliers dropped to the floor upon returning back to the side where their friends are.

“Ow.” Ono flatly said in pain.

"I think I hurt my wing." Fluttershy expressed while lifting up her right one with one of the feathers from the top being lifted upwards.

“Can you move it?” Beshte asked hopeful she didn’t do any internal damage to the bones of her wings.

“Well…” She moved it and she didn’t feel any pain just a little sore spot but that’s it. “…yes.” She then looked around. “What happened?”

"Yeah…” Ono spoke with his eyes still spinning until Fuli quickly rushed over and slapped on the back of the head to get him stop. “Brr…” He said after it stopped. “What she said.”

“You both ended up discovering a secret door that leads to another part of the castle.” Fuli answered.

“We did? How?” Ono again asked before turning back to the wall with the tapestry on it.

“Someway, somehow, by pushing a certain spot on that wall.” Beshte answered before moving forward to press his weight against the wall to see if he can trigger it again. “How did she do it?”

“Here…let me try.” Fuli offered before leaping up onto his back trying to seeing if she can push the wall to trigger it. “Almost…” It took a few bounces and a few grunts from Fuli’s part just to get the right feel for how both Fluttershy and Ono got it to work but she managed to hit the right tile. “Got it…”

“Whoa!” Beshte exclaimed upon before revolved into the other room while Fuli hung onto the trigger title.

She ended hanging her paw onto it longer than she planned with the two now spinning circles around the wall until the two were spent flying backwards towards Rarity’s direction.

She yelped before she suddenly finds both Fuli and Beshte crashing into her.

“Hapana!” Ono exclaimed before rushing over to where his Lion Guard comrades have landed halfway across the hallway.

“Are you okay?!” Fluttershy asked in concern while approaching her friends.

“Yep. Just went flying is all.” Fuli groaned with her eyes briefly spinning before shaking it off.

“Yep.” Beshte nodded before hearing some muffling from under him. “Oops!”

He immediately sat up and moved from where he accidentally pinned Rarity.

She quickly peeled herself off of the hippo’s rear end before gasping and shuddering in disgust with what had just happened. “Oh my stars! Oooh….eww! Eww! Eww! Eww! Eww! Eww! So gross!” She screamed before quickly pulling out her mane conditioner along with a bucket of water so she can freshen her mane and give her fur coat a fresh scent with a perfume bottle she had with her. “Phew.” She said relieved while still feeling disgust up in her spine after cleaning herself up. “How mortifying.”

“Sorry.” Beshte sheepishly apologized while Fuli snickered behind her back with Ono giving the unicorn a sympathetic look that tells her he understands what she just went through.

“You okay?” Fluttershy asked her friend who is now brushing her mane to make sure it’s curly and lady-like.

“I’m fine darling, I just suffered a rather un-lady-like incident is all…” She assured before looking back up at the wall. “That tapestry is far too heavy. We'll just have to find a smaller one." She then turned around to lead the way I search of she once again took the lead while the others followed. "I suppose these ruins are chock full of secret passages."

“Hold on Rarity…” Beshte spoke up before approaching the tapestry once more. “…maybe I can get it down.”

“Oh no, Beshte, I couldn’t possibly ask you to do that.” She tried to politely insist against it.

“No worries, it’s no trouble.” He returned before moving towards the tapestry and then used his teeth to pull it down to the ground. “Twende Kiboko!”

It took quite a grip, but he was actually able to use his strength to do the job by ripping the top of the tapestry off from the ceiling. His super strength was enough to get it down to the ground. “Voila.”

“Wow, Beshte!” Rarity voiced looking very amazed that he actually managed to get it down. “Remarkable strength!”

“Aww, thanks.” Beshte blushed before moving to wrap it up into a blanket so he can carry it on his back. “Just takes a little muscle is all.”

“Quite some muscle.” Rarity admired while feeling Beshte’s hard legs to feel how strong they are before moving forward leading the pack. “Anyways. We must use the utmost care as we—"

Suddenly she, Flutttershy, and Beshte all screamed when the floor underneath them suddenly opened. It was another secret passageway revealing to another secret door leading towards another room downstairs. The three all screamed as they fell downwards.

Turns out Angel had accidentally stepped on the floor’s trigger tile.

“Angel.” Ono said to him rather annoyed who in return quickly hopped off ahead before following after him when he started to hop away. “Wait up!”

Fuli rolled her eyes before following after the two while silently praying to herself that the others are okay.


Elsewhere in the hallways, Bunga, Rainbow, and Applejack continued to run down the halls still filled with fright in their hearts.

“I don’t get it!” Bunga expressed while still running alongside his friends. “How did that happen? And why are we running?”

“Because I didn’t like what I saw back there and that maybe the legend is true.” Rainbow answered while still running ahead.

“That's why you brought me here?” Applejack answered before returning a smug grin towards the cocky Pegasus. “I guess only the most daring pony of all could stay in this castle all night without being scared."

Rainbow immediately skidded to a grinding stop right in front of a wall with a few portraits in front of them taking offense to that remark. “I’m not scared.” She denied while turning aside.

“Well me neither!” Applejack stated too with Bunga firmly doing the same.

“Me three.”

"Then it's settled!” Rainbow declared. “Whoever stays in the castle the longest is the Most Daring Pony."

"Deal."

Bunga was intrigued by their little competition of bravery so he decided to get in on this. “Count me in.”

“Done.”

The three shared first-bumps to cement their deal before heading off forward.

"But it's gonna take a lot more than some shadowy ghost story to get me," Bunga then boasted while the other girls kept their pride up high.

"Me too! Humph!" Applejack firmly said back.

Yet behind their backs unnoticed, one of the portraits' eyes was watching them.


Back in the castle library, Kion, Kyoga, and Spike all got to work reading while sitting at the table, with candles, and various books all placed there.

Even though Kion is not a bookworm like Twilight and Ono, he has been finding himself keeping busy with books on Equestrian magic and history, heavily focusing on the subject of dark magic that’ll clue them in how they’ll be able treat Twilight’s dark magic infected scar. The longer she has it in her, the more she’ll feel encouraged to fall under its influence, just like Scar.

Kyoga while having been there in that regards is concerned whether or not they’ll be able to beat her alone. Her time under Princess Celestia’s tutelage was invaluable and she has greatly improved herself to the point she can match and have the edge over the lioness’s own. She is currently looking at books about magic along with Equestrian history. She silently wishes they can find a way before it is too late to save Twilight from the point of no return to where by then they’ll have to say goodbye to her for good.

"Find anything?" Kion asked, while peeking his head from the book he was reading.

Kyoga taking a seat in between Kion and Spike, poked her head out of hers before answering. “Sorry, Kion. I’ve so far searched through quite a few books…” She said while gesturing to said three books she read. “…but so far I’ve found nothing useful so far.”

“How about you, Spike?" Kion asked turning to Spike sitting on the opposite side of the table from him.

"Uh, nope. Nothing yet."

Kion then took another book he pulled aside and quickly skimmed through it with the key words “dark magic” and “cure” the only thing on his mind. “Not in this one either.” He added with a pained groan before doing the same to the other books he pulled aside right in front of him. “Or any of these.”

“Are you sure you didn’t skip over all of the pages.” Kyoga questioned with a hint of sarcasm.

“I’m sure.” Kion remarked with a look of seriousness back not in the mood to hear it. “I’m trying to look for something that’ll clue us in on how we get the answers we need and we need them now.”

Kyoga instead of continuing being a snarky cat decided to take a more level-headed approach with her next choice words. “I know and I’m sorry. That wasn’t what I was trying to do.” She then sighed before continuing. “What I meant to say was that if you read every word from every book, the answers might come across more clearly instead of skipping over them. That’s all.”

Kion sighed while immediately regretting snapping at her. “Yes I know and I’m sorry too. I just really want to be able to get Twilight back before she does something she’ll regret and do what Scar did take over the Pride Lands.”

“Well, if anything it’s not us or any of our friends we should worry about.” Kyoga pointed out. “And if you know what I mean I don’t need to say anymore.”

“Uh-huh. Enough said.” Kion said knowing full well of what he did to do it.

“Who knows.” Spike said while speaking up. “Maybe it wouldn’t come down to that.”

Kion still had doubts about that considering of how she was perfectly willing to have him thrown in lava. “If only I could believe it as easy as you say it.”

Before Spike could try to say something to help ease his friend’s worries, he spotted a book suddenly move in front of him because Angel just happened to have carried it while hopping inside the room. The little dragon was startled and alarmed to the point he leaned back in fright, causing the chair to nearly fall over, only to suddenly stop due to a metallic piece attached to the ground.

"Angel? What are you doing here?"

“Shouldn’t you be home with Fluttershy?”

Both lions asked before the walls suddenly began to shake causing the flames from the candles to blow out with two of the bookshelves in front of them moved aside to reveal a dark and secret room. All four friends all turned their attention to the opening wondering what’s inside.

There it’s a hidden chamber with more bookshelves with sitting pillows on the floor, a sofa, and two glass windows depicting night and sun, both the two sister’s cutie marks.

"Whoa!"

“Hevi Kabisa!”

Both lions expressed awe at the sight of the room as they all walked in while Spike tried to understand it more with every second of being inside this area. “What is this place?”

“It’s the private study of both Princesses Celestia and Luna.” Twilight’s voice spoke to them. “Or at least what it used to be.”

“Oh, right of course, Twilight.” Spike said not realizing who he had just addressed before suddenly realizing a second later and turning to the face the dark mare looking down at him with an affable yet evil looking grin gently stroking Angel on the head. “Twilight!”

“Hello, Spike, Angel…” She pleasantly greeted them before turning to the lions accompanying him with a colder tone and matching frown when greeting them. “Kion. Kyoga.”

She then used her magic to shut the passageway closed, leaving the three at the alicorn’s mercy…


Meanwhile, Rainbow Dash, Bunga, and Applejack made their way towards and down a spiral staircase that lead down somewhere a few stories below.

"I sure hope you're not afraid of the dark, Applejack!" Rainbow taunted the cowgirl as she hovered over her and Bunga who both walked down the stairs.

"I can't say that I am!" Applejack returned as he and Bunga made their way down. "But even if I was, I'd be at least fifty percent less scared of it than you, Rainbow Dash."

"I dunno how all that math works because I'm not scared at all!"

"Me neither!"

"How about you, Mr. I’m the Bravest…” Rainbow asked turning to the honey badger who hadn’t said anything during the walk down the steps. “Feeling scared yet?"

“Nope.” Bunga answered full of confidence. “It’s going to take more than a set of stairs to get my blood pumping. And besides, you’ll need the Lion Guard’s Bravest to back you up in case you two get scared first.“

“Hah!” Rainbow scoffed. “In your dreams, honey badger.”

“Oh yeah!” Bunga dared before running down the steps to race her down to the bottom with Rainbow in flight and Applejack on foot following after him.

Once they reached the bottom of the stairs, they once again found themselves in another dark alley. All of their previous cockiness and brave facades faded into expressions of concern and a little bit of fear in the mix.

"What's the matter?" Rainbow timidly asked the others before covering the sight in front of them barely with her wings. "It's just a dark hallway full of... disembodied pony legs."

The walls in front of them had plates that held the legs of ponies, which held on to spears and other various weapons.

Applejack lowered her hat at the sight. "Yeah. Nothin'... creepy about that."

“Nope.” Bunga added with an unsettled gulp finding it rather creepy for his taste. “Shall we?” He gestured the others to head on through to which they all did so together with no rush in wanting to make this quick as possible.


After landing on the ground, Rarity opened her eyes, finding her, Fluttershy and Beshte trapped in a dark room.

"I'm starting to wonder if maybe this castle doesn't want my expertise!" She grumbled while making her horn glow, creating a bright light, illuminating the room, which appeared to be some kind of dungeon chamber.

Just when the three see where they are trapped in, Fluttershy suddenly sees that her pet bunny isn’t with them.

"Oh, dear. Angel?"

“Fuli? Ono? Where are you?” Beshte called for them upon seeing they are not with them.

"I'm not sure they made the trip down with us, dear." Rarity said.

Fluttershy was already getting worried for them, "Oh, goodness! We have to find him. An ancient castle is no place for a bunny or an egret and a cheetah. They could get hit by falling debris, or the floor could give out under them! Oh! They could be trapped in a dark place with no way out!"

"I can only imagine how that might feel." Rarity flatly remarked.

Beshte was quick to come over to ease his friend’s worries. “It’ll be okay. I’m sure they’re all safe from harm.”

“And we’re also talking Fuli and Ono here.” Rarity added in the same tone. “When aren’t they safe from danger?”

“Well…” Beshte hesitantly tried to bring up the times they were.

“Don’t answer that.” Rarity quickly said before noticing something in the wall behind her at peeped her eye at the hole. "Hmm…"


At the same time, Rainbow Dash, Applejack, and Bunga continued their way down the hallway.

Then, Bunga suddenly felt something grab his leg, "You know Applejack, Rainbow, if you're both scared, you can just admit it. You don't need to put your hooves around me."

"Uh, I'm over here."

“Me too.“

“What?!” Bunga responded in confused shock before turning his head to see that the two ponies were standing behind him and neither one of them had were touching them. He turned to the direction of what’s on his back to see the white arm around the back of his neck.

"AH!"

"AHH!" The two ponies screamed before making a mad dash down the hallway, along with Bunga.

Rarity gasped from what she felt not knowing it was Bunga she touched, removed her hoof from the hole.

"Rarity! What is it?" Fluttershy asked with concern.

"I felt something... alive!" Rarity answered with a shudder.

“Was it Fuli and Ono?” Beshte curiously asked.

“No!”

Fluttershy gasped with a hopeful smile, "Angel!"

She then stuck her hoof out into the hole but felt nothing. Then, she did feel something. What she didn’t realize was that she had touched one of the disembodies pony legs on the wall, which caused the wall to spin rapidly, allowing the three to re-appear on the other side of the wall, into the hallways where Bunga, Applejack, and Rainbow Dash were previously. Fluttershy then took her hoof out of the hole once she saw it was still in it while Rarity frowned in annoyance.

“Well, at least we still got the tapestry.” Beshte said while folding and placing the tapestry that fell with them down the hatchet on his back again.

But Rarity was fed up with what she experienced just to get it. "Well, tapestries or no, I have had just about enough of secret passages, mysterious presences, and unappreciative castles!" She voiced rather irritably with her voice echoing across the hallway before she took the lead wanting to lead everyone out of here.

But Fluttershy was quick to intercept her. "But we can't leave now, not with Angel, Fuli, and Ono lost somewhere in this dangerous old castle!" She pleaded with the unicorn still pressing forward. “They could be trapped under a crumbling statue, or stuck high in a tower without food or water or any friends at all!"

“I’m sorry, but like I said before, I’m done with this place.” She repeated while ignoring the butter cream colored Pegasus pleading and tearful look on her face.

“Come on, Rarity…” Beshte pleaded. “…we have the tapestry. I think it’s the least you could do for her and our friends.”

Rarity sighed and groaned before relenting, as much as she doesn’t want to, it would be against her element not to be generous in return. “All right.” She said before leading the way with eyes and ears open for their friends, hoping that they didn’t get into any fatal trouble along the way.


Elsewhere, Fuli and Ono have both searched around the hallways on the floor level they were on just when their friends disappeared. In order to cover more ground they split up and searched in opposite directions before regrouping in the foyer.

“Ono, did you find them, because I couldn’t find them on this side of the castle?”

“I’m afraid not Fuli, I searched all around my side of the castle and didn’t find them either. Think maybe they are still downstairs?”

Fuli then thought for a moment while thinking of where else they could be. “Most likely, but’s let cover the upstairs floors just to be sure.”

“Good idea.” Ono agreed. “You take the upstairs floor, and I’ll…” He nervously gulps before continuing. “…take the dark downstairs floor.”

“Sounds like a plan.” Fuli stated before rushing off ahead up the stairs in search of their friends.

Ono groaned to himself immediately regretting this decision before flying down the stairs in hopes of finding them.


Back in the two sister’s former and private study in their old castle, Twilight is calmly reading the journal of the Two Sisters while her captives are standing by still anxious of what she is going to do to them. All expect for Angel who was treated to carrots to snack on.

Spike was also gifted a bag of gems to snack on to which he accepted but couldn’t find it in him to snack on them fearful of what she is going to do to them. For a young dragon who he sees as his mother turned evil and in cahoots with and looks just like the Pride Lands and Equestria’s worst adversary, it was a frightening and saddening sight to see.

“What do you want from us?!”

“And why are you doing this?!”

The two lions demanded of her.

“Doing what?” Twilight calmly replied not even batting an eye towards them like she is doing nothing wrong.

“Keeping us hostage like this!”

“We’re you’re friends!”

“For starters…” Twilight responded by taking her eyes of the book she was reading to look at them trying to act friendly to them. “…I couldn’t have you running off and I thought a chat might be nice. And second and most importantly, I believe I’ve made it perfectly clear of what I think of you and friendship.” She then added seriously.

Kion felt stung by that retort before stopping himself from tearing up that she is not acting the mare he befriended. “But…Twilight…this isn’t you. You’re supposed to be a good pony and a faithful leader just like me.”

“I was...” Twilight returned without a smile. “…Until I saw the truth about friendship and what it really is, a sham.”

“It’s not a sham, Twilight.” Kion asserted pleading for her not to continue saying stuff like that. “It’s like you would have said. Friendship is Magic.”

Twilight simply delivered a dark chuckle in response. “Oh, that’s precious. And the fact that you thought you could just say that to me and get me to come back to your side and fix everything you, your father, and Celestia hold dear and care about.”

“Because that’s what Scar wants you to think.” Kyoga responded more straightforward and seriously to try to get through to her. “Don’t you see? This is exactly what he wants from you.”

“Of course.” Twilight said without even trying to deny it. “I’ve been aware ever since the wedding that never really happened in light of his attack on Canterlot. He even came by to try to convince me otherwise back at the Crystal Empire.” She then pulled back up the journal before reading and sharing something of interest. “Anyway, check this out…” She told them before showing the three the current page she is on. “…I love to duck behind the paintings, and through the Halls of Hooves still give her a bit of fright, the trap door slide is Luna’s favorite.”

“Uh-huh.” Spike returned not sharing the same unflappable demeanor like Twilight.

“And that’s not all…” She added while showing him the drawn designs of the castle’s trap doors along with an organ. “…Soon the Organ to the Outside will be finished. I can hardly wait.”

"What's the Organ to the Outside?" Spike asked.

“No idea…” Twilight answered with a dark smile before saying. “…at least not yet.”

“But why are you doing this? Blindly following Scar’s paw prints and helping him take over the Pride Lands.” Kion asked wanting to get more into her reasons for turning against them like that back in the Outlands.

“Because he is the rightful king who had to deal with the fact that his friends blindly listened to someone who obviously was out for the throne and in the end because of it, he lost his mother because of it.” Twilight answered. “Just goes to show of how gullible even the nicest of lions and ponies can be. And for your information…” She added with something that no one expected to hear. “…If I was blind, then why would have I agreed to join him with him without even needing to hear what happened back to him.”

“Huh?” Spike gasped while dropping his jewel sack with his heart dropping with that sentence.

“What?” Kion spoke aghast. “You mean…”

“Yes, Kion!” Twilight bluntly broke the news to him without any remorse towards their heartbroken reactions. “I was on his side ever since King Sombra attempted to take over the Crystal Empire.”

It was then the realization truly dawned on them that their fellow princess turned evil has been against them this whole time, and that she was out scheming and assisting Scar all along with the flashbacks of Twilight's actions from the day she helped save the Crystal Empire from King Sombra to the day she helped Scar take over the Pride Lands being replayed in their heads.


Just after Princess Celestia was hugged by her faithful student. Twilight ran off ahead very excited ready to tell the others. While she was running off ahead and later when comfortably riding in the train, she emitted a couple of satisfied and evil looking smirks seeing that her gambit of having Spike deliver the Crystal Heart to Princess Cadance along with her act to look downhearted over her "failure." to save the empire along a look that begged for forgiveness in order for Celestia to continue taking her under her wing until she became an alicorn princess.

While watching her ride home back to Ponyville on the train, Scar smirked knowing that she has decided to listen to him going forward and she would later make it clear to him face to face when she managed to sneak out of Ponyville at night and managed to make her way to the Everfree Forest where he was expecting her to show up.

"So, have you thought about what I asked?" He inquired knowing the answer he expects at this point with a raised paw ready to shake on it.

"I'm in." She assertively answered while moving to shake hoofs and paws on it.

Scar smiled very pleased to hear and see that she now has a new right hand pony he can trust and rely on in his plan to take over the Pride Lands. With her on his side, he'll be able to conquer both kingdoms and be back in power to the days he likes to call the glory days known as King Scar's reign of terror.

When it came to Pinkie's encounter with the Mirror Pond it took just the right words to convince her to go there and to get Kion to go with the paint watching test in order to single out the real Pinkie with a shot of "accidentally" offing the real Pinkie along with getting everyone minus Kyoga into going on a balloon ride to Cloudsdale.

The night before Trixie returned to town, Scar appeared to Twilight in her house so he personally tell her of his plan in regards to her, the alicorn amulet, and how to angle Kyoga's handling of the situation along with relying her the knowledge.

With a poof of black smoke, Scar appeared inside the Golden Oaks Library right behind where Twilight is at her desk just finishing up reading her final book for the night.

"Hello, Twilight."

"Hi, Scar! What brings you here?"

"Remember that unicorn you briefly crossed paths?" He asked pulling a magical image of Trixie. "The blue coated one with a superior inflated ego and magician cape?"

"Trixie? Yes, what about her?" She replied wondering where he is going with this.

"She's back nearby town seeking to challenge you to a magic duel."

"Okay..." Twilight briefly shrugged it off while asking feeling suspicious. "...and you know this how?"

"I came across her obtaining a special amulet. I believe it's called the alicorn amulet." He recalled his previous encounter with her.

"Really...?" Twilight spoke sounding annoyed knowing the very dangers that artifact possesses. "...how is unleashing a power-mad unicorn fit into your plan exactly?"

"Not to worry, Twilight." Scar assured before pulling up a visual of Kyoga. "That's where she comes in for I believe she has a strong connection of unity buried deep down that'll make the amulet a part of the Elements and I want you to help me find out whether she does or not."

"A bearer of unity huh, hmmm...." Twilight considered the idea of how she can do it before deciding. "...all right, I'll see what I can do about that."

"Excellent." Scar said very satisfied before speaking up with something else he wants to her. "Oh and before I forget, one more thing in regards to Kyoga...." He continued while pulling an image of an upcoming comet. "...here's what I have planned going into that day and what I want you do to...."

Said plan involving Twilight's help is to keep everyone's mind occupied so they don't see Zira and the changelings preparing to create the rock slide while fanning the flames of their team dispute to keep them distracted from finding out what really happened back there.

Following the comet, Twilight had arranged for Spike's near encounter with the timber-wolves using reverse psychology similar to when Scar himself tricked Simba into going to the forbidden elephant graveyard where the hyenas would be expecting them there. Followed by having her keep tabs on Discord, seeing to it that the reformation plan goes well so the Elements of Harmony can be placed in Twilight's care and ensuring that she personally cements that the Crystal Empire hosts the Equestrian Games before the day she becomes an alicorn princess.

Shortly after she returned to Ponyville, Scar paid her another visit so he can rely her of his multi-day laid plan to take over the Pride Lands where she would be able to enact her revenge on her now former friends and family.


All this time she’s been secretly aiding him in his takeover. From the number of attempts she was in on Scar's attempts to off the Lion and Pony Guard by staging “accidents.”, to personally being quick to keeping the Outsiders out of the Pride Lands, Twilight has been his hidden mole while becoming her second-in-command of his army in secret. At least until her reveal to the Guard along with the royal family and the whole population of the Pride Lands that fled thanks to help from the alicorn princesses when Scar sent hot burning lava their way.


…meanwhile in the darkest room in the castle, on the floor below them, a cloaked figure played on a large organ. The sound echoed throughout the place, causing Applejack to slide to a halt.

"You hear that?"

"You mean, the creepy sound of a haunted pipe organ?" Rainbow asked.

"Uh… maybe?"

“What do you mean?” Bunga asked attempted to be cool yet deep down is startled.

”I don't know what you're talking about!" Rainbow added worriedly….when the organ played once more. The two ponies and honey badger held onto to each other for a moment before they all ran down the halls in fright.

"Uh, Twilight? Kyoga? Kion? Did you hear something?" Spike asked having heard it from above.

“Oh, Spike. Quit being such a scaredy dragon." Twilight quickly dismissed that it’s nothing to worry about. "This castle is thousands of years old, and half of it was destroyed by Nightmare Moon. Of course, it makes strange sounds. It's practically falling apart!"

Just then, small bits from the roof fell down, startling Spike into clenching onto a pillow to which Angel giggled at him for that.

"Oh... kay."

Kion and Kyoga both were just defeated and speechless with what Twilight had told them in regards to her allegiance to Scar. From everything from her studies up to this point she was actually helping Scar in his conquest to take over the Pride Lands.

“I just can’t believe it.” Kion spoke in a devastated tone. “If that’s true, then you knew all along about the danger Scar was putting us through. From King Sombra, to the Mirror Pond, Trixie, the Wonderbolts, Chrysalis, the timberwolves…”

“…all while being under the Princess’s tutelage so that you could grow stronger and more powerful than ever.” Kyoga finished. “It was like it was right there in front of us, yet we had no idea until now.”

“Correct.” Twilight calmly answered while turning the page from the journal she is currently reading. “Pretty smart considering you were able to put the pieces of the puzzle together very well.” She then glanced upwards towards them. “Too bad, by the time you came to realize that it was already too late and that the game has already been played in my favor.”

Both lions and dragon had no comeback upon seeing how much their former friend has been playing them all along.


In the meantime…

"Angel! Angel!"

"Fuli! Ono! Where are you?"

Fluttershy and Beshte called out for them.

"I'm sure we'll find them." Rarity assured without turning to them. But then, she stopped on her tracks, when she spotted something around the corner.

"Angel?" Fluttershy hoped while looking under one of the stone rocks on the ground just when she and Beshte hear the sound of Rarity screaming hysterically.

Fluttershy and Bolin were interrupted from their search when they heard hysterical yelling coming from Rarity which promoted them to quickly turn down the same corner Rarity went down.

“You okay, Rarity?”

"Did you find Angel?"

The two asked just before they see what Rarity was really gasping at, two tapestries that hovered over Celestia and Luna’s former throne room.

"They are perfect!” She remarked. “No castle in its right mind could possibly object to my restoring such exquisite works of art."

“Oh! They're lovely, Rarity, but... I have to keep looking for Angel." Fluttershy complimented before turning away to continue her search for him. "Oh, I hope Angel doesn't think I've given up on him."

Just when Fluttershy turns away, Beshte looks towards Rarity to see she is going forward with trying to take down on her own. “You sure you don’t need some help?” He asked.

"I'm right behind you!" She instead answered this time, Rarity started using her horn's magic to start levitating the first tapestry that stood above Luna's old throne, "Won't…” grunt “be…“ grunt “…a moment!"”


Elsewhere, Rainbow, Applejack and Bunga peeked their heads from the wall, looking around for anything creepy to emerge. And they did when they spotted something down the hallway, a long line of pony-metal armor dummies.

"Do you think there's a single room in this castle that isn't filled with terrifying things?" Applejack asked the others upon seeing the statues.

“Nope." The honey badger returned with attempted composure. “Just a bunch of dummies in suits.”

Rainbow Dash approached the lifeless statues, with curious looking eyes directed at them. She tapped one of them with her hoof, which shook and tilted slightly, "Whoa!" She gasped and quickly cringed and moved away from it towards the others. She then laughed nervously when she realized she just showed fear and came to her friends for safety to which earned smug smirks from them. “It’s just old pony armor. What's the big deal?"

"Yeah!” Applejack agreed before walking ahead. “It's not like it's gonna come to life or anything. Right?" She then asked fearfully and hoping that’s it’s not true.

“Heck no!” Bunga stated in agreement. "Since when do statues come to life?"

No sooner than he said that, another organ sound was heard, and the wall around the pony armor Applejack was standing suddenly spun causing her to disappear and she disappeared. In its place is a pony statue with armor that both Bunga and Rainbow were now face to face with, and they both screamed in terror.

The organ sounded again, this time causing the wall in front of Rarity to also spin, sending her into another room with a shocked scream.

“Whoa!” Beshte suddenly said when he saw this just when Fluttershy turns her back and screams at the sight of it. “Fluttershy, wait!” He called after her before following after the frightened Pegasus.

The organ sounded again, this time causing another bowl of carrots to appear for Angel.

The organ sounded once more with a few more notes, with Applejack finding herself at the edge of the castle roof, near the large gargoyle statues, overlooking the Everfree Forest. She looked to her side, just when lighting struck and she saw a dark and scary looking dragon statue beside her before screaming in terror.

Rarity was tossed out to the back of the castle, her mane and coat was now covered in mud, twigs and leaves from the ride she took in. In her hooves was a torn portion of Luna’s old tapestry. She screamed in terror at what she saw.


Back inside the library, Spike having heard the sounds more and more is growing more frightened as he continued to hear them, but his two companions were still occupied in dealing with Twilight who likewise was more interested in reading the castle’s abandoned collection of books.

“What was that?” Kion wondered after hearing it.

“What did you do?!” Kyoga demanded of Twilight who simply shrugs it off.

“Nothing.” She stated with innocence. “As you can tell my hooves and magic are right here all in one place.” She demonstrated by conjuring a dark purple and black magic disc with her left open hoof before back tossing it out the window.


Said magic disc split in two flew all the way across Ponyville through the recently created portal which struck Princess Celestia and Shining Armor in the flank.

“Oh!”

“Ow!”

They both looked around wondering where that magic came from before turning to Luna who shook her head innocently and then seriously as if they thought she would actually play a mean trick on them like that.


Back outside, Rarity spit the mud from her mouth and tried to shake the twigs and levees off of her body before looking up, fuming at what she has been put through today. "Now, you look here, castle! You are very old and very scary! But your wall art is in an atrocious state!" The wind whistled once more, blowing against her messy mane. "And there is nothing you can do to keep me from my sacred task of restoration!" She declared before levitating the piece of fabric she had and entered the castle once more.


Back in the hallway of the pony armored statues, Rainbow Dash and Bunga are both looking around for Applejack.

“Beshte! Rarity! Fluttershy!”

They heard a voice from behind approaching them to which had them startled and their hair spiked up in fright before quickly taking up fighting stances ready to pounce on who they think is going to attack them…

…at least before the owner’s voice appeared to them. “Are you in here…?” He asked before getting surprised to see it is instead Rainbow and Bunga. “…Oh, Bunga, Rainbow Dash. Hello.”

“Hi!”

“What’s up?”

“What are you doing here?” He asked them,

“We along with Applejack are here competing against each other for the title of the most daring Guard pony.” Bunga began with a tone feeling like he was brave the whole time. “And so far I’m winning.”

“Quit exaggerating, Bunga!” Rainbow quickly shut him down. “That is so far going to me!”

“You got scared just as easily ever since we got here!” Bunga retorted while getting in her face.

“So did you!”

“Did not!”

“Did too!”

“Did not!”

“Did too!”

“Is there more you’d like to add aside from your little important competition here? Because I am more inclined to just fly away right now.” He moved to do so until Bunga quickly caught him by the legs to drag him back down to earth.

“Yes, yes…” He quickly pleaded with him not to go. “…we were just looking at these statues when Applejack suddenly disappeared behind one of them there!” He finished by pointing towards the statue where Applejack was last standing on.

“Hmm….” Ono wondered before flying over to examine it. “If she really disappeared behind it like you said, then I think she might have discovered a secret passageway.”

“A secret passageway? Cool!” Bunga remarked before immediately running over to behind the statue touching the wall behind it to try to find that trigger that sent Applejack to another part of the castle. He managed to find it out of clueless luck before being sent out of the room. “Whoa!”

“Bunga!” Ono screamed.


Bunga like Applejack slide towards the edge of the castle roof. “Whoa!” He screamed while losing his balance for a moment until Applejack quickly pulled him away from the edge and towards safer ground. “Phew!”

“You okay, partner?”

“Yep.” He thanked before eyeing their surroundings. “Hey! I can see the portals from here!”

Applejack, however was more concerned with getting back inside where it’s safer. “Well that’s nice, but any idea of how we can get off of here? It’s mighty dangerous to standing on top of a castle roof.”

“I think so.” Bunga responded before trying to tap on the wall behind them. “Just gotta find the right button to push get us back inside.”

“Oh, great. Now we’re stuck here.” Applejack face-hoofed upon seeing no matter what area he pushed, it wasn’t triggering the doorway that got them out here in the first place.


At the same time, one of the pony dummies dropped to the floor, thus startling both Rainbow and Ono into flying away at top speed leaving rainbow and orange colored trails behind them.

Back in the throne room, both Beshte along with his frightened Pegasus approached the area where their unicorn friend was last seen.

"Rarity? You back there?” Beshte called out for her.

“I know hiding isn't really your sense of humor, but please let this be a joke!" Fluttershy added while trembling just when Beshte gently places his front leg on Luna’s former throne chair.

Just then the sound of the organ played again, causing Fluttershy to fly off screaming in a panic.


Upstairs, Fuli was looking around the rooms while sniffing out Kion’s scent. After walking across the floor level left and right, she finally sniffed it out along with Kyoga’s, Spike’s, and of course, a whiff of dark magic nearby the library’s direction. “Twilight.” She whispered to herself gravely before sniffing out their location. “She must have them held up in there. I got to warn the other’s…”

“Go…” Came the voice of the dark alicorn who teleported right in front of her with an equally matching smirk before she could run off. “…but you’ve only just arrived.”

Fuli left with no choice but to defend herself, quickly attempted to escape by charging at her, so she can knock her off of her feet. Even though she managed to trip her up, she quickly recovered before doing a back flip and then ensnared the cheetah in her magical grasp just before she could vanish via the nearby turn.

“That was pretty good…” She complimented while slowly approaching the struggling cheetah trying to get away from her. “…but I’m afraid that’s not enough to escape from me.”

Fuli could only float helplessly at the alicorn’s mercy just when she moves to take her away…


Back in the hall of armored ponies, both Applejack and Bunga made their way back after another spin. “See? I told you I would find the right spot to touch.” Bunga proudly stated with Applejack’s attention to an opening she spotted across the room with a set of stairs headed downwards.

"Rainbow? Bunga? I guess if I don't find you, I win by default, right?" She called downwards thinking they’re down there. With no answer from either of them she pressed forward and made her way down into the dark stairs.

Back in the foyer, Rarity had literally stumbled her way in front of the main entrance to the castle. She grunted as she tried to remove the twigs from her mane.

"Of all the castles in Equestria, this is by far the most ungrateful!--Oof!" She complained when a rock landed on her head. The wind from outside started to blow in the evening sky, as seen above the absent roof from above. Suddenly feeling a chill in her spin, the unicorn started to back up now with great worry.

At the same time, Fluttershy is also walking backwards, wondering where her friends are, "Angel! Rarity!" Fluttershy silently whisper shouted. "Oh… I hope you two are together."

The wall slid open just when Applejack peaked her head to find herself back in the hallway of pony armor statues. Seeing this had her jumping away with a yelp and backing away.

Outside, Rainbow Dash has flown out reaching her wit’s end with what she’s come across. “Haunted statues, creepy armor... Come on, castle! Is that all you got?" With fate tempted thunder roared from the skies, getting the Pegasus to back off in fright.

With nothing but eerie silence inside the castle, everyone was already on edge, backing up nervously and anxiously. Applejack and Bunga came out from one hallway, Rarity came out from another, along with Fluttershy from another, and both Rainbow and Ono came back inside through the broken rooftop. And it happened that all of them backed up to the center of the foyer where they all backed into each other. Just when…

“Hi!” Beshte greeted everyone to which had Applejack, Bunga, Fluttershy, Ono Rainbow Dash, and Rarity, all screaming in terror before galloping, running and flying all around the place in a complete scare filled frenzy.

Bunga was running around waving his arms screaming. “Run for it!”

Rainbow Dash was flying around in a fast panic that she ended up colliding with the tapestry that Rarity was trying to obtain early leaving the unicorn to slide to a halt when it landed right on top of her.

"I was only trying to restore ancient art!” She cried while running around with the tapestry covering her face. Just when she ran two leaves from her mane fell on a rock.

Combined with a flash of lightning produced a silhouette of the rock and leaves gave off the image of a bunny, which had Fluttershy mistaking it for her pet. She gasped and smiled.

"Angel?" She gasped with a relived smile…

…only for that relief to be short-lived when Applejack, in her running around in a frenzy, accidentally knocked down a pedestal right on the rock bunny, much to Fluttershy's complete and devastasted horror with tears in her eyes.

"AAANGEEEEEL!!!"


Back in the library, Twilight has arrived with Fuli in tow before letting her go. “You got company.” She told everyone just when she hears the sounds of the rest of the Guard’s screams too much she took a moment to take pleasure in hearing.

“Please, Twilight. What do you want from us?” Said the cheetah trying to understand her reasons for doing what she is doing with a worried expression.

“I’ll explain in a moment…” She replied before preparing to teleport away with Spike in a flash. “…Right after, I gather the rest of the Lion and Pony Guard together.”

“What in the world is that?!” Fuli questioned upon hearing their screams.

“Sounds like our friends came over.” She answered with listening ears.

“But why?”

“I don’t know.” She replied while ditching the sarcasm for once. “But since Twilight’s going after them, we’ll soon find out.”


Just outside of the room, Twilight teleports herself, Spike, and Angel to the railing overseeing the commotion from the Guard.

“What got into them?“ Spike wondered out loud upon seeing everyone screaming and running around in a frenzy.

“It's okay, Angel! You're okay! You're okay!” Fluttershy said to what she thinks is under the pillar with self-assurance just when Applejack and Bunga come by running and screaming.

“Yaaaaah! Shadows everywhere!”

“Run for it!”

Rainbow and Ono were also flying around screaming with Rarity sobbing under the tapestry that’s covering her.

“Aaangeeeeel!” Fluttershy sobbed just when Twilight looks on with stoic annoyance before flying down the steps.

“Alright, everypony, stop!” She commanded with her horn glowing and emitting a spell that automatically froze everyone from the Guard in place with her magical aura circling around their bodies.

“Twilight?” Applejack spoke upon seeing and recognizing her voice.

“Hapana!” Ono yelped upon seeing her yet unable to break free.

“Must... save... Angel” Fluttershy spoke in desperation before the alicorn entrapping her presented her the unharmed bunny happy to see her. “...Oh.” She blushed lightly

“Fluttershy? What are you doing here?” Rainbow asked from mid-air.

“She's with me...” Rarity answered while still under the tapestry.

“Along with me, Beshte, and Fuli…” Ono added.

“And I was with both Applejack and Rainbow Dash.” Bunga added just when Twilight moves to remove the tapestry off of the unicorn’s eyes.

“Thank you.” She expressed in relieved gratitude with her relief immediately turning into fright upon seeing her former friend. “…on second thought, can I please have that tapestry back over my eyes?! Please?! Please?! PLEASE?!”

“Have you all spent the whole night running around, scaring each other?” Twilight asked everyone without a change of expression while taking the time to hand Angel over to Flutttershy.

“Well, that depends.” Applejack said back.

“On what?” Twilight asked back with a raised eyebrow like she is accusing her of something.

“On whether or not you're the Pony of Shadows.” Rainbow finished with a hoof pointed in the princess’s direction.

“What's... the Pony of Shadows?” Spike asked while quivering.

“Oh, that's just an old ponies' tale.” Twilight gently assured him before re-assuming her serious persona. “To which for the record I am clearly not.” She said to Rainbow not humored by her bold accusation before doing a body count. “One, two, three, four, five, six, seven… where’s Beshte?” She looked around before spotting the hippo watching the commotion from the hallway corner.

“Right here, Twilight.” He said before moving forward to join the others in the center of the room without any resistance. “So if you’re not playing…then who is?”

“We're going to find out.” Twilight declared before whisking everyone minus Beshte who followed after them to the source of the organ music with Spike and Angel clinging onto the alicorn in fright. During the walk over, she had the others trapped inside the library teleported to her to the same room as them.

Before anyone could speak Twilight hushed them. “Shh…” before sneaking up on the mysterious cloaked figure playing the piano.

No one dared to say a word or utter a sound as Twilight sneaks up closer and closer behind the figure, and then swiftly removed it to reveal a pink mare with a poofy mane underneath.

“Hey, you guys! Did you know I can totally play the organ? Because I didn't!”

“Pinkie?!” Everyone minus Twilight exclaimed in surprise.

”Check it out!” She demonstrated by playing the sports "Charge!" theme on it.

“It was you all along?”

“You're the Pony of Shadows?”

Both Rainbow and Bunga asked.

“The pony of what?” Pinkie responded before smiling and playing light melody on the organ.

“See? What'd I tell ya?” Twilight said to the others eyeing Rainbow for having the nerve to accuse her like that.

“I thought you went to ring the school bell all week!” Applejack questioned her pink-colored friend.

“Oh, yeah! I only had to ring it for, like, five minutes! They said that was good enough! Eh, can't imagine why...” She answered to which Twilight, Rainbow, Kyoga, and Fuli all rolled their eyes towards each other.

“I can think of a pretty good reason.” Fuli whispered to herself before Pinkie continued.

“So then, I decided to throw a "finish ringing the school bell" party! But I didn't have any bluebells, and you can't throw a "finish ringing the school bell" party without bluebells, so I went to Everfree Forest to pick some, but it started to get so chilly.” She then played the organ in a happy and light tune before briefly shuddering with Applejack and Rarity sharing confused looks of what to make of this while Kion and Ono are left speechless at her rambling. “I had to wrap myself up in the tarp I was gonna use to gather flowers, and then I saw Fluttershy, Beshte, Ono, Fuli, and Rarity. But they went into the castle before I could invite them to my party. Luckily, I followed them inside so I could help you all with your party!”

“Please don’t ask.” Ono implored.

“What party is that?” Rarity asked much to Ono’s dismay.

“Uh, the "everypony come to the scary old castle and hide from each other while I play the organ" party?” Pinkie answered before playing one more note on the keyboard. “Duh!”

“Why did you have to ask?” Ono questioned the unicorn while face-palming himself with his wings.

“Oh hi, Twilight!” Pinkie then happily greeted while bouncing ahead not realizing who she had just spoke to until three seconds later and then quickly turned around and stopped bouncing and froze in mid-air. “Twilight!”

“That was our reactions too.” Kyoga said with an understanding tone before Pinkie immediately got ensnared in her magical aura along with Beshte, Spike, and Angel with everyone’s attention on the evil lion’s right hand pony.

With everything all together now, Twilight prepared to teleport everyone out of here. “And now that we got all of the confusion and humorously screams all cleared up, I would like to get back to Diamond Vallery because I got a message I want to deliver to rest of the Royal Family. Something that Scar is expecting you all to hear too.”

Without another word, nor anyone daring to cross her could only hang on to the ride before being teleported on over to Diamond Valley…


There, the Pride Landers have gathered together before the Royal Family to express their wishes in whether they want to go back, or stay, or move somewhere else.

“I trust you've all made your decisions?” Simba began which is met with neighs and grunts of agreement from the others.

“The hippos have reached a decision.” Basi spoke up. “It looks like...”

“… you need to reconsider your options for now…“ Twilight’s voice spoke to everyone before she appeared before everyone further surprising them.

“AH!” Kovu yelped upon seeing her and quickly backed away just when everyone else gets a good look at her new darken appearance and glory.

Most of the Pride Landers who hardly seen the new and evil alicorn were very unsettled and speechless upon seeing like this. No longer did they see the mare that served as the leader of the Pony Guard, but the mare who looks and resembles their worst enemy, Scar. Not helped that her slicked back black mane and tail is literally a long black continuous burning flame.

But no one was more horrified than her brother and soon to be sister-in-law, Shining Armor and Princess Cadance upon meeting her like this for the first time. And there’s the fact that they both know why she is like this that doesn’t help at all either.

“Twilight.” Her brother spoke breathlessly while others slowly back away, terrified of her.

“In the very fur and flesh, big brother.” Twilight said with an evil-looking smirk before floating over face to face with him to which had very clearly uncomfortable with her approach. “So tell me, how’s watching over the Crystal Empire been? Bump into and snap at a few fillies along the way over here?“ She darkly chuckled.

“No, no, of course not! Why you even think that?!” Shining said hurt and somewhat defensively.

“Oh, no reason.” She replied nonchalantly. “Just a hunch for whenever someone…peeves you off.” Cadance gasped with her hooves up to her mouth for her use of language while the chills and reality of her soon-to-be husband’s mistake are felt right down his spine. “I mean I would hate to see that happen to another pony because of a simple…misunderstanding.” She further said while circling around the white stallion. “I mean think of the pain and suffering said pony would feel? All sad and heartbroken without no one to give that pony comfort, left alone, unloved and unwanted, just waiting for someone to capture and cart that poor helpless and defenseless victim off to the gates of Tartarus for endless suffering and torture.”

Knowing full well of what she is talking about, Shining Armor deep down had little to no words to how to reach out to the scarred mare. “Twily…I…I…never meant to hurt you like that. I had no idea that was really a changeling.”

“Oh, Shining…” Cadance groaned and face-hoofed herself at his poor choice words towards his little sister.

“Well of course you didn’t.” Twilight returned rather bitterly and unimpressed with his attempted apology. “Even when someone is obviously and clearly not acting like the pony you know dear to, it’s beyond you. It’s like it doesn’t take too much for something to slip by you.” She demonstrated by scratching the unicorn’s back with a sharp razor blade shaped bit of dark magic to which Shining quickly turned around in alarm towards the dark purple and black colored magic shaped to look like a knife. “And I can tell quite clearly, you haven’t changed one bit, not even dying to see her little sister who’s ascended to up high to the top of the power ladder.”

“That’s not true…” Her brother insisted in pleas even though it was doing little to convince her otherwise. “…I have been wanting to see you each and every day ever since you moved to Ponyville. It’s just I’d never been able to manage to time to come see you is why.”

“Uh-huh.” Twilight returned without a change of expression or smile on her face. “Sure you were.”

“Twilight, please…” Cadance spoke up in an attempt to reason with her. “…why are you doing this? What have the Pride Landers done to you to deserve this?”

“Cadance…” Twilight returned softly like she is trying to be as gentle about as possible. “…I understand this is hard to take in and the Pride Landers had done nothing to warrant any of this.” The Pride Landers fear still failed to fade having a hard time wondering if she is being sincere or just saying it to appease them. “But what I am doing is restoring someone who should have been in ruling over the Pride Lands years ago. And I’m afraid that means having do some things that not everyone is going to be happy about.”

“But why do you think Scar deserves to rule the Pride Lands?” Cadance asked. “Twilight, you know of what’s he done when he was king. Everyone knows that.”

“It’s because he wasn’t really trained to be a proper king and back then he didn’t know how to properly manage all of that…” She explained. “..And maybe if he had been shown the kindness and generosity of what it takes to be a great and powerful ruler then prepares things would have turned out differently. But of course, the past is the past, and we must tend to the future and that’s what I’ll help Scar do.”

The princess of love was left crestfallen by her stance, clearly dark magic has taken its toll on her to the point she’s embittered and won’t be easily swayed by reaching out to her. As much as she wants to try to work her love magic on her, she deep down can’t find it in her heart to do that to her. It would only be forcing her into doing something she doesn’t want to.

So Simba decided to step in to try to reason with her. “Twilight please, listen to us. You are better than this. Seeking revenge and plotting to overthrow rulers from the throne to take power isn’t you. Don’t be like Scar.” He implored of her.

“Simba’s right.” Nala backed her husband up. “This isn’t you, Twilight. Please don’t go down this route. Even if you did help Scar become a great king, he’s still not going to have everyone’s best interests at heart even if he says he’s going to.”

“Nor will giving into your darker instincts and negative emotions, Twilight Sparkle.” Luna added empathic to her plight yet serious and firm in trying to reach out to her. “And for someone who knows how what it is like to be in that position, it will no doubt pave way for unhappiness and loneliness for your future if you continue down this dark path.”

Twilight acknowledged what they are saying, but smoke from her stinging scar refused to let her come to her senses. “Ugh.” She groaned while rubbing her sore eye much to the pitying looks from the fully grown lions along with her refusal to change her ways. “As much as I like to continue this soul searching session, I have orders from Scar to be here.” She continued before using her magic in presenting the captured Guard trapped in separate magic bubbles for each member with Spike and Angel Bunny both now appearing on the ground alongside everyone else.

“Kion!” His parents along with Kiara cried with futile arms reached out to him.

“Kyoga!” Both Karabi and Lite did the same for their sister.

“Beshte!” Basi cried out to his son as well.

“Twilight, what is the meaning of this?!” Princess Celestia demanded.

“Them being in my captivity is the meaning of this.” Her former pupil returned with a gesturing hoof in their direction. “I seized them in your and Luna’s former castle in the Everfree Forest. They were after this valuable information on how to defeat me.” She presented said collection of book in another magic bubble which left her shocked upon realizing her plan failed.

“No.” She quietly uttered in defeat.

“Yep.” Twilight said with a smirk to confirm it. “It would seem the student has become the master, all thanks to you, Celestia.” Celestia’s mane stopped flowing as she can only look on at the unbeatable fore she has created before her very eyes. "In fact..." She added before pulling out a purple journal with the images of the gems for the Elements of Harmony on it. "...feel free to write this experience down if you want."

She tossed the journal down to the ground and towards her former mentor's hooves before continuing to address everyone else all fearfully wondering what she is going to do them.

“So consider this a warning to everyone here before you all decide to leave whether it’s back to the Pride Lands or somewhere else…” She then announced ominously before eyeing specific ponies and animals with sharp killer glares. “…because no matter where you go…” She eyed Kyoga. “…no matter how fast you run or fly…” She eyed Rainbow and Fuli. “…no matter where you hide…” She eyed Ono and Fluttershy. “…I will catch you…!” She then eyed the defeated Lion Guard leader in her grasp before turning back to her mentor. “And I will take you down. And whether you could come out dead or alive…” She then eyed her brother with a blood-chilling look that has the power to kill him on the spot if looks could really kill someone. “…is up to the Lions and Ponies of the Past’s judgement whether or not to grant mercy on any of you. Having said that, Shining Armor…if you’re fully aware of past history between Scar and Mufusa, then you know what’s coming for you in due time.” The white stallion emitted a big gulp upon knowing that his end is inevitable no matter how much time it takes. “So everyone better hope you are all prepared for the future because it is only a matter of time before all of Equestria joins the Pride Lands, is back in the rightful paws and heir to the throne.”

She then evilly laughs with her voice echoing across Diamond Valley before her horrified witnesses before being enveloped by a dark wisp of magic that swirled around before disappearing in a flash of dark magic.

With her gone, everyone held in her captivity all fell to the ground with rough landing involved. Kion, Kyoga, and Beshte’s family were quick to rush over and embrace them. Angel quickly embraced Fluttershy while Rarity quickly embraced Spike. The Lion Guard Fiercest taking this the hardest had streams of tears falling from his face.

With his eyes filled with pain upon seeing what has happened to the pony who was his best friend, all his parents could do was hug and silently assure him that they are safe now.

Alas, the challenge to reforming Twilight has just gotten harder since the mare serves as Scar’s eyes and ears from the skies overseeing the two worlds. Especially, since lives are at risk the second they even try to attempt anything in trying to get the edge in their favor. The big question of how are they going to ultimately be able save Twilight from becoming the next Scar before it is too late is an answer that time will only be able to tell with only the greatest wisdom as their greatest hope for anything to turn this around in their favor.

Author's Note:

In Part Two of the Season 4 opener, things start off with the casual events of Castle Mane-ia with not much needed to be said on their adventures there other than the pairings of Kion, Kyoga, and Spike on the research team, Bunga on the judge table for Applejack and Rainbow Dash's competitive rivalry, Fuli, Ono, and Beshte with Rarity and Fluttershy to assist the fashionista with retrieving tapestries for her latest project.

So far everything is fine...

...at least until the tone of this episode significantly darken when Twilight took center stage and captured them all on the spot during the chaos.

It was there the truth of her involvement with Scar's schemes finally comes to light to them and it was a hard truth that left the Guard (especially Kion) devastated before being brought forward back to Diamond Valley with Scar's message.

Said message is an ultimatum where unless they remain where they are, they will all be wiped out on the spot leaving poor Kion in tears.

Wow!

Just when you think there's hope, it gets crushed with things going from bad to worse.

And I can tell you right now that things are going to get worse from there before things can get any better especially since Twilight is fully committed to following in Scar's paw prints in his conquest for all of Equestria for this season.

Even Cadance, Shining Armor, Celestia, Luna, Simba, and Nala's attempts to reason with her ended up falling short due to her scar and dark thoughts clouding her judgement.

Anyways with the exception of Equestria Girls, that's it for 2021, with the first half of Season 4 slated to start rolling out shortly after the new year.

And when we get back from the holidays, we will kick off Season 4 with the episode "Daring Don't." where Rainbow's excitement for her new favorite idol reaches new levels upon learning of her secret identity so until then stay tuned.

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