• Published 5th Feb 2013
  • 19,858 Views, 848 Comments

The Overworked Alicorn - BreakDown



(First story) Have you ever heard of of a mare named Faust? She's an Alicorn, just like the Princesses, but not a princess herself. Some say she's a queen, some say she's their mother. The truth, well... she's really overworked.

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The Hippocampi: Part 3

The Hippocampi:

Simply Signal S.O.S.


Applejack and Rainbow Dash were resting under and apple tree. The poor apple-mare had all but collapsed as soon as she was home. While it was true that she was physically strong and mentally sound, mostly, the mare had been through a bit too much recently and desperately needed to decompress. Rainbow, being the element of Loyalty, had simply rested next to her friend and listened as she vented. It also didn't hurt that the prismatic pegasus was also trying to wrap her mind around the idea of Faust as a millinea old alicorn.

"Ah've always thought Celestia was like ageless or somethin', now I found out she has a mother! It's crazy!" the mare exclaimed and then rubbed her head. "An' not only does she have a mother, but her mother is literally older 'en the hills!" She added with a sigh. Rainbow snickered to herself, though wouldn't be surprised if she was older than the hells. "Ah mean how in the hay am ah supposed to react to all this?" Applejack all but demanded. She idly rubbed her temples and closed her eyes, a migraine causing her more pain than she wanted to admit.

"Got me," Rainbow admitted with a shrug. Clearly she wasn't as affected as the apple-mare was, but then again, she hadn't thought Faust was evil or suspicious.

"An if 'at weren't bad enough, ah was suspecting the bucking mother of Celestia herself of bein' evil!" Applejack continued to vent. Rainbow shivered, she doubted that Celestia would blame her all things considered, but if any other ponies found out about that, it would not end well.

"Yeah, I wouldn't mention that around town," Rainbow admitted with a nod.

"A course ah ain't gonna mention 'at!" the mare snapped irritably, then took a deep breath and exhaled. "Ah'm jus' trying to figure out how to deal with it," the apple mare replied. Rainbow shrugged her shoulders, unsure herself. If she'd ever been put into a situation like Applejack she had a feeling she'd freak out beyond belief. One did not simply accuse the mother of the benevolent Celestia of wrongdoings in Equestria, sure no pony knew she existed, but it just wasn't done.

"If you ask me AJ, you're really worrying too much about this, Faust didn't even care," Rainbow reminded her friend. However the orange coated apple-mare grimaced and groaned at the reminder.

"'at right there only makes me feel worse," she admitted quietly. "Ah admit to suspecting her an' she don' even care a bit about it. She was all nice about it an' it makes me feel like a right eel for even suspecting her!" The apple-mare groaned. The prismatic pegasus rolled her eyes and hopped onto her hooves with a yawn. Smacking her lips tiredly, she glanced to the sky and then turned back to her sullen friend.

"Look, I get that you're all mopey right now and I'd normally be fine with that and just go on my way," Rainbow noted and then sighed. "But we've kind of got some princesses to save so we should really head out and get our stuff together for the trip," the prismatic pegasus suggested. Applejack sighed and nodded her head in agreement with her friend. Rising back up to her hooves the orange coated apple-mare smiled to the prismatic pegasus.

"Y'all won't mention me being all depressed and venting to any pony, will ya?" the farm pony inquired nervously. Rainbow scoffed and waved a hoof, an amused smirk on her face.

"AJ if I wanted to rattle your cage I have way better dirt than this," the prismatic pegasus replied. Applejack rolled her eyes and set a flat look on the pegasus.

"Yeah, ah'll remember 'at next time y'all come looking for mah help," the apple-mare grumbled. The prismatic pegasus blinked and landed with a frown. Her friend seemed just a bit more hostile than normal, not that she blamed her, but it was no reason to be a jerk.

"Look AJ, you made a mistake, Faust forgave you, it's water under the bridge. The only pony making a big deal about any of it is you," Rainbow stated. "So if you want to feel better then just forget about what happened and get on with your life already!" the prismatic pegasus demanded as she poked the apple-mare in the chest. Applejack blinked and then rubbed at her head.

"Yeah, ah guess you're right Rainbow, sorry 'bout how I was acting there," the apple-mare offered with a smile. Her prismatic friend waved it off with a smirk, then hopped back into the air.

"Eh, it's no problem AJ, now if you'll excuse me I'll meet you back with the others," the prismatic pegasus replied and shot off to her home. Taking a moment to simply stare out over her home, Applejack then tipped her hat back and made her way back to her house.

"Gonna need some rope, couple a horseshoes, mah saddlebags, a bushel of apples..." She murmured under her breath, listing what she would need for the journey ahead.


Pinkie trotted alongside Rarity and Fluttershy. For the first time in what seemed like years, a sad frown marred the party pony's features. Her frown was born from the fact her dear Uncle Mort seemed to be in pain or unhappy. Such things were of course quite common with him. He wasn't called the 'grim galloper' for nothing after all. But the pink party pony had made it her duty to making ponies happy. Mort was unfortunately one of the few for whom she had yet to find a way to do so. The fact that he was her dear uncle only made matters even worse for her.

"Err, Pinkie darling, are you alright?" Rarity questioned worriedly. Strangely, in Pinkie's mind at least, Rarity had forgone her usual fashion choices for this venture. Although she was wearing a rather stunning necklace and what appeared to be hoof-shoes of similar make to the princesses. Pinkie vaguely remembered Rarity saying that Sea-Ponies likely didn't wear clothes due to them living underwater, where clothes would be useless. Apparently, she thought jewelry would make much more sense and be somewhat easier to carry. The hoof-shoes had the added benefit of protecting her 'delicate' hooves.

"P-pinkie, um, could you please stop staring, if you don't mind," Fluttershy pleaded timidly. Pinkie only half listened to the butter yellow pegasus. She didn't mean to be rude but her mind really was somewhere else. She also thought it somewhat strange how Fluttershy only had to be slightly coaxed into coming with them. Then again, as far as she knew there was no hungry dragon or monsters waiting for them. They also had an immortal nigh all-powerful being accompanying them to the tower for protection.

"Pinkie!" Rarity shouted at her friend with clear concern. Pinkie blinked and shook her head to regain track of her thoughts. Her mind had been rather jumbled as of late, if she wasn't thinking of her Uncle Mort she was over analyzing everything else around her.

"Oh sorry, I'm just worried about uncle Mort," the pike party pony admitted. Both Rarity and Fluttershy glanced to one another nervously. Neither pony was exactly certain what they should make of Pinkie's unique uncle. On the one hoof, she seemed very fond of him. That was good, right? But on the other hoof, he was the living incarnation of death and decay. He was in essence the polar opposite of the party pony. Yet despite that, Pinkie showed to care greatly for the ancient undead stallion. For ponies sake, she'd even nuzzled his side once or twice!

"Err, if it's not too sensitive dear I have to admit I am a bit curious about your... um, 'Uncle Mort'," Rarity admitted with a frown. She was more or less certain that Pinkie's relationship with Mort was based on a family connection. The fact she called him uncle hinted that she knew him fairly well and for a fair amount of time. Pinkie was also very affectionate with the grim galloper, more proof she'd known him for some time. Finally, no pony in Ponyville actually knew much about Pinkie's family. In fact, the 'Pie' family seemed to be nigh unknown to most ponies in general.

"What about him?" Pinkie asked with surprising seriousness. The fashion pony was rightly surprised by the seriousness in the mare's tone. As far back as she could remember, Pinkie never took anything seriously, the fact she was a 'friend' of death sort of put why that was the case in full perspective. Death to her was not a monster just waiting for her to make a mistake so he could claim her, it was an old friend quietly waiting to meet with her at the end of a very long journey. The poignant thought aside, the marshmallow mare nervously shifted and thought about her many questions.

"Err, well I was wondering, how is it that you know... well, death?" Rarity was quite sure such a question had never been asked before. How could any pony actually know death was far more appropriate in her mind. Yet somehow, Pinkie Pie, the pony most likely to laugh and sing, who enjoyed life to its fullest, not only knew but was very close with death. How that came about was quite possibly the one thing Rarity wanted to know, far more than her desire to know anything else!

"My grandpa Binky was his assistant," Pinkie replied with a shrug. Rarity felt her brow twitch as she stared at the pink party pony. She didn't really think that a good answer to her question. Especially as it only raised even more questions about the party pony's apparently very strange family.

"Um, if it's not too much trouble Pinkie, but how was your grandpa his assistant?" Fluttershy questioned. Rarity was simply happy that she didn't have to ask that herself. She was feeling very invasive with her current questions about the issue and Pinkie was being strangely evasive and vague.

"His special talent was, just like Uncle Mort, death," Pinkie replied, much to the shock of both mares. Not to say that they didn't believe Pinkie, it was more that they weren't sure how to respond to such an admission. Mort's past wasn't well known to them, but what they heard from Faust had been rather damning. The idea that other ponies had the same talent as Mort, well it was quite frightening to say the least.

"H-how are you so calm about that?" Rarity demanded with wide eyes. The pink party pony rolled her eyes in response and yawned tiredly.

"Uncle Mort taught him to use that talent in a different way than he did. Besides that, he was an Earth-Pony not a Unicorn, he couldn't use Necromancy even if he wanted to," Pinkie replied with a shrug.

"B-but how was he his assistant then?" Fluttershy questioned with wide eyes. Pinkie brought a hoof to her face and glanced at her friend with a flat look. It seemed that unlike with other things, Pinkie was really quite serious and secretive about her family history.

"Uncle Mort made him a Spirit Warder, he gained a couple of supernatural powers and that's how it went," the pink party pony stated with a frown.

"Spirit Warder?" Rarity questioned. The pink party pony blinked and giggled to herself as she realized her friends likely wouldn't know anything about such things.

"Well unlike your typical warders, who make "Wards" to keep ponies or monsters away, a Spirit Warder is a guide who leads the dead to their final rest. This not only allows the dead to really rest, but makes certain they don't become a ghost or especially a natural undead," Pinkie explained with a smile. Her two friends glanced at one another, unsure of what to make of the explanation.

"N-natural undead?" Fluttershy questioned with wide eyes. Pinkie visibly grimaced and shuddered as well, it was not a good sign.

"Yeah, ponies and other species that are too stubborn to stay dead. They'll possess their body or others or if they're powerful enough become a poltergeist, specter, phantom, banshee, or even a wraith," Pinkie explained and then hummed lightly. "That's why Uncle Mort has his Reapers, they're servants who sever the ties a stubborn soul has to the mortal plain which makes it impossible for them to become natural undead," Pinkie explained with a smile. However the admission of the existence of these 'reapers' surprised both her friends.

"You mean Mort has even more ponies to do his bidding?" Rarity questioned with wide eyes. The pink party pony scoffed and rolled her eyes.

"Not really, the Reapers are former Necromancers who have had their free will stripped from them, their memories erased, and bodies made to match uncle Mort in appearance. Uncle Mort doesn't take too kindly to Necromancers," the party pony replied with a nod of her head.

"But then what does Mort do with other ponies with a special talent for death?" Rarity questioned warily and Pinkie frowned.

"Honestly, that talent is extremely rare. I think Uncle Mort has only ever had one or two assistants at a time. Not only that, but the number of Necromancers is also really low, so he doesn't have any more than two reapers working either," the pony stated with a shrug. It was becoming quite clear to both Rarity and Fluttershy that Pinkie knew far too much about Death and it's workings to be normal. However the fact her grandfather had worked for him did explain that, and they decided they really didn't want to know anything else.

Which is why the rest of the trip was in relative silence. They arrived inside of Sugarcube Corner with little fanfare and saw that Twilight was awaiting them with a frown. "Twilight Darling, where is Mort?" Rarity questioned nervously. She wasn't exactly looking forward to having the grim galloper pop up out of no where after all.

"He said he had to get a few things for Faust and left," Twilight replied with a shrug. Being around the grim galloper was not an experience that the little lavender mare liked in the least. It wasn't even because of the things he did, but rather that she was nervous due to what he was. Death itself.

"Huh, well then I guess we'll just have to wait for him as well as Dashie and Applejack," Pinkie decided with a shrug. She then sat down next to Twilight, Fluttershy and Rarity following suit. The four mares were silent, Pinkie breaking it as she got up and brought out a few pastries for them. The offered treats were accepted graciously and then nibbled on quietly. The party pony merely sat down and stole the occasional glance outside as she waited for her 'uncle' and friends to arrive...


Celestia was many things. She was a princess, a scholar, a teacher, and even on occasion a warrior. Unfortunately none of that mattered in the face of an angry dragon. While Alicorns were practically immortal, none of them were willing to test just how immortal they were. It didn't matter if she could move the sun and moon on her own, that wasn't like fighting a dragon. No. Dragons had toughened scales and were easily able to shrug off most magical hits as if they were nothing. Not only that but they breathed fire and had the strength to crush mountains.

It didn't hurt that the one chasing them was full grown and furious.

Regardless, Celestia found herself galloping full tilt away from the enraged reptile. Dragons, contrary to popular belief, were actually not lizards. While they did indeed look a great deal like one, they were actually more closely related to snakes and other serpents. Some dragons even had a sort of venom that would poison or paralyze their prey. Of course this was only in the smaller breeds of dragons. It also seemed that she was internally rambling, something that actually happened when she was nervous or even scared.

She had actually hid that fact quite well over her many years of life. No pony knew that if she was talking a lot, rambling, ranting, or going on a tangent, she was very nervous. It hadn't really come up too often actually. Not much scared her anymore besides tight places and the occasional peace talks. During such talks with other nations she used her coping mechanism to her advantage and explained exactly why war would be bad for both sides. It had come in handy being able to go off like that, but only in situations where Talking was needed.

This was not one of those situations.

So instead of speaking the pale-pink mare kept the monologue in her head. Her sister galloped at her side and was equally wide eyed and frightened. Neither of them had ever fought a Dragon before, especially not a full grown dragon the size of the one chasing them. Celestia stole a quick glance back at the beast. It was only a moment long but it burned the image of this dragon into her minds eye. She mentally shuddered as this was not one of the typical dragons seen during the dragon migrations of Equestria.

This beast was at the very least fifty feet tall on all fours, it body at least twice that length, it's blade tipped tail reaching around thirty feet long on its own. The beast had ivory teeth shining like polished swords in it's maw, some poking up over it's upper lip. It's head was less slender and had powerful jaws built for crushing, it's violet eyes were close to the front but somewhat small for it's head. Judging by it's prominent ears and enlarged snout she reasoned that it likely relied on olfactory and auditory senses over its visual senses anyways.

Unlike an Equestrian dragon, which was typically slender and long, this beast was bulky and heavily muscled. It's forelimbs were still tipped by claws, it's hind legs by paws of some sort. It's wings were simply massive, easily reaching twice the length of it's body and with a tattered and torn membrane from it's great age. It's tail was shorter than she expected, but it had a deadly looking spade shaped blade at it's tip built for stabbing and cutting. It's scales were magenta and tough, save on it's pink underbelly which looked to have been rubbed raw from it dragging it's massive form around.

It's spines were a dark green, small, and rounded down, not pointed and sharp as the dragons she was used too. They lined it's head and spine in a perfectly straight line, not unusual but she'd seen dragons with odder arrangements. Adding to the ferocity of this beast was how it's scales lengthened and hardened into spikes and barbs across it's body. The barbs and spikes were hardened and appeared extremely tough and durable, and unlike it's scales were tipped in black.

Given the amount of old stone on it's body, it was clear that it had been sleeping for a very long time, and now that it was awake it was not happy. Daring had likely wandered into whatever territory the beast had claimed in the tower, and did something that woke it up. If so the beast would likely chase them until it finally caught them. Dragons were notoriously stubborn and this one seemed even more bull-headed than the thin and slender dragons of Equestria.

"Tia I am not liking our odds against that beast!" Luna suddenly shouted, breaking Celestia from her thoughts. "From what I have managed to gleam from it's body, it is a perfect killing machine. Aside from it's sharpened teeth and claws it's body is built for withstanding heavy assault, it's tail for cutting and stabbing, it's fire burns hotter than normal, it's wings are massive but still viable for flight, and I believe it's scales have been hardened by eating large quantities of diamonds!" the lunar princess listed with wide eyes. Celestia shivered mentally but nodded in agreement with her sisters evaluation.

"Indeed, what's worse is that I think it's reached the age where Dragons start eating metal ores," the solar alicorn replied through labored breaths. Luna's eyes bolted wide open and a look of sheer terror formed on her face. When dragons became very old they stopped eating gems and started eating metals. They did so because it sharpened their teeth, whereas eating gems actually dulled them over time. This is why a dragon's horde would always have gems and metals rather than just gems in general.

"B-but Sister, we're in Dream Valley!" Luna cried with wide eyes. Typically in Equestria dragons of advanced age would eat silver or gold due to the over abundance of those particular ores. Since they were soft and useless Celestia had no problem with it. Unfortunately those metals were rare in Dream Valley. Both sisters also knew the old stories of Dream Valley straight from Faust. The problem was that the only metal abundant in Dream Valley was Iron-Ore, meaning this particular dragon had likely been eating it.

Thus, given that Iron naturally nullified magic, this beast was very likely extremely resistant to magic.

"I am aware, which is why I am thankful this dragon is slow," Celestia replied while glancing back at the beast. It's massive size made it impossible for it to move with any kind of speed that could catch them. It was a predatory beast to be sure, but unlike the equestrian dragons, or the wyverns of the Crystal Empire, this dragon was built to hunt much larger creatures.

"We are equally gladdened sister, but may-hap we should think of some way to escape!" Luna suggested through panting breaths. Celestia silently nodded her head in agreement with the younger alicorn. She was in no hurry to try and outlast this beast, and honestly could not think of any pony who would wish to try. However as that thought passed she and Luna turned down a corner, where they were suddenly grabbed and pulled into a room. The dragon passed them with a snarl, it's deafening roars echoed deep in the tower as it disappeared from view.

"Jeez, that thing is crazy persistent," Daring declared as she released both princesses. The khaki mare leaned back and closed her eyes, slowly falling down to her tail. The princesses regained their bearings and turned to the khaki mare, a scowl crossing Luna's face when she saw her. However Celestia's eyes immediately shot to the golden horseshoes she was wearing. "Remind me to never let a dragon chase me like that ever again," the explorer pleaded with an amused grin.

"Is this all a joke to you?" Luna all but roared at the khaki mare. "Not only have you insulted me, but now you've unleashed a dragon that nearly killed us and is now running rampant through our mothers tower!" the lunar alicorn snarled at the pegasus. Daring blinked and backed into the wall as Luna stalked ever closer, by the end of her short tirade face to face with her and eyes glowing a bright pearly white. However the lunar mare was suddenly and inexplicably yanked from the pegasus as Celestia closely examined the horseshoes.

"Where did you get those horseshoes?" Celestia questioned intently. The khaki pegasus chuckled nervously and looked anywhere but at the alicorn mare. Her eyes darted too and fro while Luna glanced at the shoes with a frown, a nagging feeling at the back of her mind insisting she knew what they were.

"Would you believe I found them in Dream Castle?" The pegasus questioned with a nervous grin. Celestia twitched for only a moment. Luna merely gaped and then brought a hoof to her head and groaned. Both sisters remembered their youth and searching high and low for Dream Castle. It had been something of a game for them true, but that didn't mean they hadn't seriously looked for it. However after twenty plus years they had never found any trace of it. Yet in a single day, Daring had managed to not only find it, but to add further insult to injury she had found Majesty's golden horseshoes as well.

It was for that reason that Celestia felt her inner filly roar in indignation and suddenly burst free of her restraints. Her brow twitched and she growled low in her throat. Her frustrated inner filly leaped to freedom as she threw her forelimbs into the air with an incredulous expression. "Oh c'mon!" She cried indignantly. Daring blinked and raised a brow at the admittedly over animated reaction from the princess. Luna rolled her eyes and glared at Daring with an annoyed frown. Now she had one more reason to dislike the pegasus, she'd essentially made them look like foals.


With a flash and burst of black feathers, Mort appeared with the elements. Momentarily disorientated the six mares looked around to find themselves back in the Canterlot throne room. There they found Faust resting beside of Cadence at the foot of the throne. The pink mare was giggling as Faust told her an old story from Celestia and Luna's youth. The amused smirk on the older mare's face did not go unnoticed. Sadly, they had only just arrived as the ivory alicorn finished her tale.

"... and that is why it's called Mothers day," Faust finished with a smirk. Cadence giggled quietly and smiled at the ivory alicorn.

"That's so adorable! I had no idea my aunties were so cute as fillies," the pink princess admitted with a smile.

"Cute, maybe, pint-sized terrors, definitely," the ancient alicorn stated flatly, which brought a giggle from Cadence. The ivory alicorn then glanced over to the newly arrived ponies and smirked. "So Mort, was your trip profitable?" She questioned mysteriously, confusing the elements. Mort rolled her eyes and approached both mares, the elements silently following after him. Cadence leaped to her hooves and trotted over to Twilight to speak with her and her friends. As she did, the grim galloper produced Faust's saddlebags a and leaned close to her.

"THE ALICORN AMULET AND A FEW OTHER TRINKETS ARE INSIDE," Mort stated. Faust discreetly pulled the bag from Mort and glanced inside, a low whistle following as she turned back to the grim galloper.

"I see your old ring as well, a couple of baubles I'd forgotten about, but I don't see your old cloak in here," Faust noted with a sidelong glance at the grim galloper.

"IT SHALL REMAIN WITH THE TROTTER FAMILY, THEY HAVE EARNED IT," Mort replied gravely. A smirk crossed Fauts's features as she closed the bag and slung it over her flanks.

"Seems you really favor Earth Ponies Mort," Faust noted aloud. "The Trotters, Epona, Pinkie, Binky and the other Pies," Faust idly listed with a slight smile. "Seems rather unusual considering your father's view of them," She admitted. Mort's 'eyes' narrowed and her snorted a burst of steam from the shadows his cloak.

"PERHAPS, BUT I DO NOT INTEND TO CONTINUE HIS MISTAKES," Mort grumbled irritably. Faust rolled her eyes and flicked her tail in Mort's face. The grim galloper looked at her dryly as she stopped and looked at him over her shoulder.

"No, you just made bigger ones," the ivory mare replied with a frown. Mort winced as she trotted over to the elements, a sigh echoing from his hood a moment before following behind her. The two ancient alicorns approached the other ponies, Pinkie bouncing to Faust with a grin.

"So Faustie, what do we do first?" the pink party pony questioned curiously. Faust hummed and tapped her chin, a thoughtful frown working it's way across her face. She considered their options for only a moment before she nodded her head and looked to the assembled ponies.

"First of all, Cadence will have to remain in Canterlot in order to keep the peace around here," Faust began. Cadence pouted and looked to the older alicorn.

"But I could help," She reminded. Faust merely rolled her eyes and shot the mare a look.

"Maybe, but you're a more valuable asset to us here, rather than galloping around my tower," Faust replied. The elements, sans Twilight, snickered as Cadence pouted and hung her head. Clearly the crystal princess was not happy to be stuck 'holding down the fort' as it were. "Alright, now then, Mort I need you to take us to the ocean, and I mean over the ocean. We are not waiting around in an airship when we can just pop over there in a second," the ivory alicorn stated. Mort merely raised a brow and stared at the mare.

"Wait, if we arrive over the ocean we'll fall right into it!" Twilight declared with wide eyes.

"Duh Twilight, we'll just swim for a bit. It's not like a little water ever hurt any pony," Rainbow stated with a wave of her hoof.

"But my mane will be positively ruined by all that saltwater!" Rarity complained in a whiny voice.

"Um well, I actually think an airship sounds a lot safer," Fluttershy admitted bashfully.

"An' ah can't swim!" Applejack exclaimed.

"You guys realize they aren't even listening to us right?" Pinkie questioned flatly. Her friends then looked to the ancient alicorns and found the pink pony was correct. Both Faust and Mort had apparently ignored them and their complaints, instead concentrating on their own argument.

"WHY WOULD YOU WANT ME TO TAKE YOU THERE DIRECTLY?" Mort questioned and then tapped his chin. "ESPECIALLY WHEN I COULD TAKE YOU TO AN AIRSHIP PILOT INSTEAD," the grim galloper offered. In all actuality he had his reasons for the pilot, the particular pilot he had in mind was some pony he'd wronged. Admittedly sending him off on a dangerous mission seemed almost cruel. But then again, it seemed like adventures such as this always ended well for the heroes.

At that moment, Mort finally took notice of a dark glare being sent his way by the oldest alicorn in the room.

"I know exactly who you are trying to get on this venture, and I will be damned before we put him through more than he's already gone through Mort," Faust growled and pawed at the ground angrily. The grim galloper took a step back and silently nodded his head in acknowledgement. He was not willing to test out his own immortality any more than the other Alicorns were. Besides that, even if he wanted to try and make up for past sins, he was not going against the mare who had originally killed him. He wasn't a foal after all.

"Faust, Mort, would you two please listen to us," Twilight pleaded as she looked to both ancient alicorns. The other elements had crowded around the two alicorns as well. Applejack looking more and more nervous with each passing second. "I mean are you two forgetting that not all of us can fly or even swim!" the little lavender unicorn demanded of the two alicorns. However much as the first time, she was promptly ignored by them as Mort sighed tiredly.

"SO BE IT THEN," the grim galloper replied crisply, a moment before he enveloped himself, Faust, and the elements in his magic. The group vanished from Canterlot in a flash and sudden burst of black feathers. The group left behind a rather annoyed princess, who made a note to prank them when she next she had the chance.


The ocean was surprisingly calm. The waves moved gently across its surface, while deep below fish and other creatures swam around peacefully. A moment later, there was a sudden flash and a burst of black feathers. The elements, Mort, and Faust had arrived. The ponies who didn't have wings fell towards the water an instant later, screaming as they went. Faust rolled her eyes and her horn gave a brief crimson glow. A moment later they were were caught on a floating red platform. Rainbow was the first to react, flying down and then tapping the platform with a hoof. Fluttershy timidly landed next to her.

Their friends were a bit different in their own reactions. Applejack was shaking like a leaf, her face a bit green from Mort winking them, her eyes refusing to look to the water below. Rarity was surprised to say the very least, she looked around then fixed Faust with a glare. Twilight blinked and then looked down at the platform with interest. She tapped her hoof against it a few times, then hummed quietly. It was sturdy, and apparently able to support the combined wait of her non-winged friends. As for Pinkie, well...

"Let's do it again! Woo!" the pink party pony declared with a grin.

"What the hay?" Rainbow demanded. She was glad to see her friends were alright, to be sure, but she had to wonder where the platform came from. She also noted a rather intricate pattern took up most of it's surface, appearing less a platform and more some kind of strange 'spell circle' or something of the like.

"You ponies really need to calm down, did you think I'd just let you drown or something?" Faust inquired with a raised brow. Several of the ponies nervously looked away from the mare and sheepishly tried to disappear.

"Not me!" Pinkie declared with a happy smile. Twilight glared at her friend for a moment, then looked down at the platform with clear interest. It wasn't like most spells she knew, magical constructs were a specialized field she was still only dabbling in, Faust seemed to have mastered the art.

"What kind of spell did this?" the lavender unicorn questioned of the ancient mare. Faust rolled her eyes and glanced down into the water for a moment before answering.

"It's a charm that hardens mana into a solid object, you can also use it for other things but I've never had much use for it besides making stairs," Faust replied. Twilight hummed, inwardly wondering if all Magical Constructs were actually created using charms. She'd seen a few that weren't, or assumed they weren't as few ponies studied, let alone mastered, charms.

"Alrigh' so why the buck are we out here?" Applejack demanded with a hoof over her eyes. She did not really know how to swim. The most she could do was walk out into shallow water, if it was too deep Big-Mac had always had to pull her out. It hadn't helped that he was always a bit smug when he did.

"We have to meet with the Sea-Ponies of course," Faust replied as if it were obvious.

"AND ON THAT NOTE," Mort muttered and looked to his niece, "PINKIE THE MUFFINS," he asked. The pink party pony grinned and kicked her legs into the air. The bag of muffins flew from her saddlebags into the air and were grasped by Mort's magic. "I'M GOING TO VISIT THAT PILOT YOU REFUSED TO SEE," the grim galloper stated crisply and winked away. Applejack breathed a sudden sigh of relief with him gone. She wasn't really sure she could stand all the winking around, it made her feel violently ill whenever Mort did it.

"Alright, so how do we contact the Sea-Ponies?" Twilight inquired. She was honestly fighting the urge to squeal in joy. She was getting to meet a long forgotten fifth tribe after all! What could possibly be better than that? Oh wait, she was also going to the greatest collection of knowledge in all Equestria...

... Inner Twilight was dancing around like an excited school filly at this point, while Twilight struggled to keep her in check.

"Well that's easy, if I remember their song right all we have to do is 'Simply Signal SOS'," Faust replied with a smirk.

"Uh, how do we do 'at?" Applejack asked warily. Faust suddenly grinned and her horn glowed once more. A second later, the platform beneath them disappeared. The girls gave a collective yelp / scream, Rarity actually shouting 'my hair' and Pinkie giving a whoop of joy, hitting the water a moment later. Faust merely opened her wings and gently floated down. A moment later the ivory alicorn sent a magical burst into the water as she silently sank beneath the waves. She cast a quick spell over her eyes to see around and moved down to grab Applejack, while the other mares swam to the surface.

Faust grabbed Applejack with her magic as they fell downwards. The apple-mare struggled and tried to kick her way to the surface. Faust merely rolled her eyes, then looked down as they sank. She kind of hoped this still worked, if not she'd just Wink Applejack to the surface, but a bit of nostalgia had hit her for the moment. Her magical burst went off in the distance and caused a smile to cross her face. A moment later a massive clam opened and a large bubble caught her and Applejack. The apple-mare took a deep breath once she was certain she was safe, then glared at the ivory alicorn furiously.

"What the buck were y'all thinkin' doing somethin' crazy like 'at! I could'a drowned down there," the apple-mare screamed at the ancient mare. Faust merely smiled and shushed the apple-mare. Her eyes narrowed while her smile widened into a wide grin as she saw something approaching in the distance.

"Wait for it," the ivory alicorn pleaded. The mare then giggled and pulled Applajack into a hug as a swirling stream of tiny bubbles formed around their bubble and began to lift it up.

SHOO-BEE-DOO-SHOOP-SHOOP-BEE-DOO!

"What the hay?" Applejack questioned, mouth agape, then yelped as they were propelled upwards by the stream of smaller bubbles. Besides the brief bit of song, there was no indication that the bubbles were alive, however their insane speed was telling a much different story. "What's going on 'ere?" the apple-mare demanded. Faust merely laughed and whooped happily as they were brought up to the other elements. Their bubble flew into the air for a moment, absorbing the other mares, before falling back down into the ocean.

"What just happened?" Twilight questioned.

"I think we're in a bubble," Pinkie replied while she tapped the outer surface of the bubble.

"Pinkie don't do that! We don't know how sturdy this thing is," Rarity reminded cautiously.

"Um girls, what are those other bubbles?" Fluttershy questioned timidly. The other ponies looked to see what Fluttershy was talking about. Rainbow tilted her head as she watched the bubbles spin around them. She narrowed her eyes and followed the movement of the stream of bubbles closely. She could see something making the bubbles, however they were moving with a speed that dwarfed anything she'd ever seen before. Well, faster than anything that wasn't in the air.

"I think, there's a pony in there," the prismatic pegasus finally replied.

"Actually, there should be at least three somethings in that stream," Faust replied with a smile. The six elements looked to the mare with unsure expressions, her smile merely confusing them more than they had been. After a moment, the bubbles dispersed and three creatures appeared before them. Each of them had the head of a pony, their bodies were long and thin with wing like fins on their backs. Faust idly noted that it seemed a few traits from normal ponies had somehow gotten mixed into the Sea-Ponies as they were bigger now and had forelegs with hooves.

To the elements of harmony, the strangest thing about the Sea-Ponies was their complete and utter lack of cutie-marks. Faust however didn't care either way, maybe they were a bit bigger, maybe they had changed a bit, clearly they were still the same ponies she remembered from her youth. She looked at the three and couldn't help but smile widely, they reminded her so much of her first friends among the Sea-Ponies. One of them was pink with a straight blue mane, one looked a lot like Pinkie, and the last one was blue with a wavy pink mane.

"Hi girls!" Faust cried with a wave to the sea-ponies, whose tails curled as they then spun around the bubble. They then moved and using their forelimbs pushed against the bubble. They manipulated the bubble in a similar manner as a Pegasus would the clouds as the bubble bounced apart, pulling Faust from the the elements. The Sea-Ponies then spun around Faust's bubble and examined her for a moment, then grinned widely.

"Hi lady!" one cried cheerfully with a friendly wave to the ancient alicorn.

"We saw the SOS!" the next declared happily as she swam around the bubble while upside down.

"You called?" the Pinkie look a like questioned with a smile, idly laying back to float around Faust's bubble.

"Sure did," Faust replied with a nod. "I was wondering if you girls could take us to your city, I need to get into Dream Valley," Faust questioned, then sighed. "It seems that my daughters have done something to my tower while I was away," the ivory alicorn admitted and the Sea-Ponies were silent and then grinned.

"Auntie Faust!" the three cried as one. They then managed to poke their forelimbs through the bubble without popping it and grabbed the mare in a bone-crushing hug. The ivory alicorn grunted as the three over eager Sea-Ponies happily hugged the life from her. Although honestly, she had to wonder why they were calling her that, only one sea-pony ever called her that before.

"Have we met before?" the ivory alicorn inquired. The three Sea-Ponies merely grinned and released the mare from their death-hug.

"Nope!" the first replied as she happily circled around the alicorn.

"But every Sea-Pony knows the stories of Auntie-Faust," the next stated with a nod of her head.

"Yeah! You had all kinds of adventures and stuff with our ancestors," the Sea-Pinkie replied with a wide grin. Faust blinked in surprised and then looked to where Twilight and her friends were.

"Alright, so you'll take me and my friends to your city? I kind of need to use the old passage there to get home," the ivory alicorn inquired. The Sea-Ponies grinned and nodded their heads, only to stop and huddle together a second later. The three spoke in hushed tones, looking up at the Elements or Faust every couple of seconds. Once finished with their huddled discussion, they dispersed and then looked at Faust seriously.

"We can take you to the city," the first admitted and then looked to the blue pony.

"But you have to see Queen Aquaria first," the blue Sea-Pony stated with a nod of her head.

"She's the only pony who can get the guards to let you go through the tunnel," the Sea-Pinkie stated with a nod and a hoof to her cheek.

"Since when do Sea-Ponies have a queen?" Faust questioned, but the three playful Sea-Ponies merely grinned.

SHOO-BEE-DOO-SHOOP-SHOOP-BEE-DOO!

With their cry done, the Sea-Ponies spun around Faust's bubble and propelled it back into the elements bubble. The two bubbles were merged into one, the elements barely having the time to brace themselves when it hit. The ivory mare was momentarily disorientated by her sudden movement, then shook her head and frowned. She could already tell the three sea-ponies were up to something. "Faustie are you alright?" Pinkie questioned worriedly. The ivory alicorn merely nodded her head and then watched to the Sea-Ponies as they started to spin around the bubble.

"Well, the good news is they'll take us to the Sea-Pony city," Faust stated. Twilight grimaced at the mare's choice of words. One did not need to be Celestia's student to know something else

"I'm sensing a 'but' is about to come up," Twilight stated. The ivory alicorn silently nodded her head and frowned deeply.

"But they say we have to meet with their queen before we can use the tunnel," Faust explained. Rarity gasped dramatically at the news, eyes wide as she brought a hoof to her mane.

"What! We're meeting with royalty?" Rarity cried and then pulled a mirror from her saddlebags. "Oh but I look simply dreadful darlings, I'm in no shape to be seen by some pony of such standing!" the marshmallow unicorn declared even as she fussed with her mane. Rolling their eyes Faust and the other elements felt a strange sensation as the Sea-Ponies propelled their bubble further into the ocean. As they went into the distance, Pinkie's overly excited 'Awesome!' was accompanied by an old song that Faust remembered from her youth...

SHOO-BEE-DOO-SHOOP-SHOOP-BEE-DOO!


Within what had once been known as Dream Valley. Passed the black forest, beyond a valley torn asunder, hiding in an ancient frigid cave. A single glowing eye opened within the darkness. A being as ancient and terrible as the Windegos slowly trotted from the cave. Armored hooves crunched deeply against rock and dirt as the being marched out. A tattered cape fluttered over it's form, briefly showing an ancient and rotted pony. A soft mist rolls off of the single blue eye while silver hair falls from beneath his ancient helmet. Numerous blades and depictions of ram skulls litter his obsidian armor.

As he trotted into the gloom of the land once known as Dream Valley, his heart broke for what felt like the millionth time. The land was barren and twisted, the water polluted by a mix of undead blood and corrupted unicorn magic. Where once rolling plains and farms had been, now only stood craters, deep wounds in the earth from magic bombs and lightning. The sky was always cloudy and dark thanks in part to the Windegos, but so to had the pegasi caused their damage in ages long passed. The trees dark and dead, no animal dared to live in this forsaken land anymore.

The sight of it all was just horrifying, and he'd had a hoof in creating this horror.

In the early years of his experiments, Mortis the Black had tried to create the perfect undead warrior. His most successful attempt, was in four powerful warriors formed from his personal guard. Each one intelligent but obedient, each one powerful and unyielding. Each one able to command portions of his armies. Mortis had even named these four creatures, beings who had been neither living nor dead. They were his generals, and they had served him well. Not present during his assault on Faust's tower, the generals had instead laid in wait.

When Mortis returned as an alicorn he had called upon his generals to aid in taking Dream Manor. They had assisted him without question, just as they always had. Once Dream Manor was taken, Mortis had planned for further conquest, his generals at the ready. It was this that had lead to Faust finally taking drastic action against Mortis and his armies. Whereas before she had focused on destroying his undead hordes, this time she focused on being rid of him and his magic. Faust had created a seal array which she used to great effect, moving all around Dream Valley and ultimately banishing Mortis and his power from her lands once and for all.

With Mortis power gone, cleansed from the lands and all he had touched, the four generals minds were freed. But like the other undead, the necrotic power within them had not allowed them to die. They had endured. Two of them immediately killed themselves, unable to bear the horrors they had committed. The next had asked Faust to destroy him, not weak enough to take his own life, but not strong enough to keep living as he did. The final general, he had disappeared into the mists, vanishing without a trace and abandoning all ties to the name Mortis had given him.

Now he stood on the backdrop of the very devastation and all else that he had wrought. Perhaps not intentionally, but he had helped to cause this. The Windegos had caused anger, the Sinisteeds had caused fear and paranoia, and the generals had caused sorrow. These three things had come together to tear apart the unit y of the ponies of dream valley, which had truly been what had caused this devastation. Those things had destroyed harmony, and without harmony, this land had been lost.

"Something, I sense something..." the pony whispered and his eyes flared, "... dark," the horrid voice of the former general echoed from within his helm. His single blue eye gazed to Faust's tower, and there he saw a swirling mass of darkness hanging over it. "Perhaps, it is time that I finally reclaim that which I have lost," the ancient undead pony whispered, then trotted forward. Ancient hooves marched him forward to Faust's tower. He knew no way into the tower, he knew not how he could help, all he knew was that something was wrong...

... and that 'Light-Bringer the Spell-Sword' was needed once more.


TBC...

Author's Note:

I just wanted to say, Thank you, to every one who has read and / or liked my story. I'm glad you all have enjoyed my little tale, and sincerely hope you continue to enjoy it into the future. This chapter officially starts the 'Adventure' portion of the story, and as such I'll be changing the tags on this story to reflect as such. Also, the dragon in Faust's tower, imagine it as being to the Equestrian Dragons what Red / Green Death was to the dragons of 'How to train your dragon'.

Celestia's reaction to Daring finding Majestie's Horseshoes, well I honestly just wanted something to finally ruffle her feathers, it doesn't happen too often after all. A pony doing in a single day what she wasn't able to do in twenty years seemed like just the thing. The Sea-Ponies changed appearance from Gen-1, namely their increased size and added forelimbs, will be explained next chapter. Also, as for 'Light-Bringer' appearing further in this story, did you honestly think I just introduced him for no reason than Mort's back story?