• Published 5th Feb 2013
  • 19,856 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 Tower: Part4

The Tower Part 4

Army of Darkness


War-Helm felt exhilarated as he dashed down the corridors of the tower. The strange green portals and spilling out undead monsters were a welcome change of pace from his previous boredom. His fiery mane and tail blazed and seemingly lashed out at the monsters. His great flaming wings almost seemed to act as blades and slice through them. His horn was now a spear, impaling any of them foolish enough to stand before him. His massive metal hooves did the most damage however, trampling anything in his way.

In short, War-Helm was leaving a path of blood and destruction in his wake as he effortlessly tore through the zomponies. And he was loving every second of it!

His hooves crushed bones as he continued to trample the zomponies. His horn pierced both flesh and bone before he threw them into their fellows. His wings seemed to slice and sheer through the throngs of monstrous creatures. His burning crimson red eyes shown with a glee that would disturb even the most insane of ponies. Had he a mouth a grin most unseemly would likely be present across it. However he had no mouth, instead he released a whinny and reared back onto his hind hooves.

His fore hooves lashed out, knocking a Zompony down before he crushed it under his weight. His heavy iron armor was now all but glowing from the heat of his flames. The golden adornments seemed to hiss as they practically melted and reformed from the intensity of the heat coming from him. The voices in his head, they cheered and cried out joyously as he crushed yet another pony beneath his fore hooves. He then leaned forward and bucked a Zompony with enough force to knock it's head off and send it flying.

He had once been an earth pony, in a past he had practically forgotten. While he'd been very bad at being an earth pony, he still remembered some tricks. Earth Ponies couldn't use magic, so their ability to fight was... different, to say the very least. By different, he of course it was meant more 'hooves on'. Pegasi constantly used storm clouds to bomb enemies, or snatched them up and dropped them from great heights. Unicorns, well they were just cheaters with the wide verity of spells at their disposal. Alicorns, they were even worse than unicorns, however Faust had proved she could be an upfront fighter.

He should know, she'd managed to take him down without her illusions.

Regardless, War-Helm hadn't used Earth-Pony combat in many centuries. Even before his imprisonment it'd been useless as the majority of his enemies were unicorns, pegasi, or alicorns. Right now however, he was fighting what essentially equated to earth ponies. To be certain, a majority of the zomponies numbers were actually unicorns, but they didn't use magic. Even the rare few pegasi among the zompony horde didn't make any attempt to fly into the air. The fact most of their wings had been left rotted and useless a clear indication of why.

War-Helm shook his head and tore himself from his revelry. Much as he might like to lose himself in his memories, right now he wanted to destroy. The voices in his head agreed, even the normally soft voice wanted these creatures dead. For once, War-Helm's soul was in perfect harmony, and his ferocity and power were left unmatched. The false alicorn let out a snort of breath and lunged forward. A whinny echoed within his helm as he ripped through the masses of zomponies.

He soon lowered one shoulder and twisted into a spinning turn. Sparks shot from his hooves as they were ground into the marble floors. His wings opened and lashed out like blades against the zompony horde. The zomponies were cut or burned or shredded into bits by his surprisingly deadly wings. He came to a stop soon after, a snort passing alongside a tongue of flames from his snout. The false alicorn turned and looked to the still living zomponies with annoyance. What was worse was when those he'd torn apart, trampled, speared, and burned started to get back up.

They didn't stay down, twisted evil magic so vile it disgusted even him did not allow them to. Instead they crawled to one another and began to reassemble themselves. War-Helm felt his eyes narrow as a mass of flesh and bone began to rise. Now only vaguely pony shaped it and more closely resembled a 'centaur', like the dreaded Tirek of legend. War-Helm felt his eye twitch and his flames burn ever hotter. His anger rose alongside his annoyance with this turn of events. He wanted these worthless zomponies dead, the voices in his head wanted them dead. So why wouldn't they just die?

The horrid fleshy 'centaur' let out an odd sound like a mix between a groan and whinny. It lunged at him with surprising speed and yet War-Helm snorted a bit of flame. The 'false' alicorn gave his wings a sudden flap and shot up over the creature. The creature, it's motor skills sorely lacking, thus only rammed into the zompony horde. War-Helm landed in front of the horde and faced them. The 'centaur' had fallen on several of them and left a bloody mess in its path. 'Worthless,' the sudden thought echoed ominously in War-Helm's mind.

The creature got back up, several new wounds on its body all it had to show for its stupidity. It lunged forward once more, trampling its fellows as it approached the 'false' alicorn. War-Helm let out another snort and then bowed his head and charged. His blade like horn pierced the torso of the 'centaur' easily. It's flesh as still soft and weak like that of the other zomponies after all. It tried to harm him with useless hoof ended 'arms' on its torso. The 'false' alicorn merely turned his head and threw the beast to the ground almost effortlessly. 'Pathetic,' the voices within him snarled furiously.

The creature tried to rise up once more, however War-Helm did not wish to suffer its foolishness any longer. He gave a sudden beat of his wings and shot into the air. The 'false' alicorn then spun in the air, flames flowing from his mane and tail as he did. The flames soon formed a circle, and then a tornado of fire was born. The heat alone should've cooked all in its path, yet the winds pulled the zomponies and 'centaur' right to War-Helm. They were yanked off of the ground to the iron armored pony. Had he a mouth, he would actually have grinned at his next idea.

The 'false' alicorn then proceeded to buck each of the zomponies at their fellows. However due to his tornado each of them had been set aflame. Thus, each of the now flaming projectiles were shot from the flaming tornado directly into the throngs of zomponies. They were knocked over, they were set aflame as well, they were crushed and trampled. Yet still they refused to just die. War-Helm felt what little patience he had begin to wear thin with these annoying creatures. With a snort he bucked the 'centaur' into the throng of Zomponies and began to concentrate.

War-Helm felt his power and bunched it up within himself, he pulled it inwards. The tornado was pulled inward as well, shrinking down until it was a slender pipe. War-Helm then stopped completely and pulled that inwards as well. The flaming war-horse created a flaming sphere which hovered over the war-zone. The armored iron pony then launched himself into the ground. He landed on his hooves and yet with a great bang an explosion of fire was forced outward from his body. The heat was enough to scorch the halls of the tower several dozen feet in any direction.

War-Helm snorted and turned to leave the site of devastation. However a moment later there was a great sound. War-Helm turned and watched as a pillar of blackened magic began to spin and swirl. The great horrible tornado took up most of the passageway. The 'false' alicorn snorted and folded his wings into his sides. His eyes narrowed and he watched on silently the pieces began to form together again. Once they had a hideous roar / whinny echoed out from the tonado before a spear / blade sliced it open to reveal what the blackened magic had created.

Soon another 'centaur' rose up from the remains, only this one was even worse than the last. This one had four long thin legs ending in blackened hooves. Its body was at least twice the size of large earth-pony on average, with a heavily muscled build. It had no skin nor hair or coat of any kind and a strange torso rose from where its neck should be. Both of its arms were like blades or spears. A ponies head that was both nose-less and ear-less. While its single eye burned like red flame. However besides the obvious strangeness of its head, it also had a massive gaping maw filled with razor sharp teeth.

War-Helm felt his eyes widen for a moment, before a chuckle echoed in his helm. The creature scuffed a hoof across from him, an unbearable stench wafting from its body. Luckily for War-Helm, he couldn't smell this horrid beast. Instead he could only see it's body, however that had it's own amusement. The 'false' alicorn remembered old Coltic stories on the Orkhay islands about such a creature. His hoof began to tap as he recalled the tale, his eyes closed. The creature on the other hand, it let out a mix between a roar and a whinny then charged at War-Helm.

Oh, I'll tattle a tale that is terribly true,
started out as a rumor but suddenly grew.
And it deals with a man and a horse and a ring.
So settle on in and a song I shall sing.

War-Helm bobbed his head as he ducked to the side. The creature's long sharp arm just barely missed knocking his helm from his shoulders. The creature snarled and turned, its entire body turning as it skidded to a halt. With a snort and a roar the creature lunged at him once more. War-Helm couldn't control himself as his opened his eyes and lunged into a charge at the beast. It swung its arm at him once more, however he deftly avoided it. The two turned and skidded to a halt before lunging at one another yet again.

It happened one day in a ring by a farm,
something that tragically brought us much harm.
How could a place abundant with charm,
create such a beast with a spear for an arm.

War-Helm lowered his head into a bow and tried to ram into the creature with his horn. However the beast merely avoided its impalement by jumping over the iron armored pony. War-Helm skidded to a halt and turned to face the creature once more. However the skinned 'centaur' like beast was already upon him. It swung one of its blade / spear like arms down at him. However the iron armored pony jumped back into a flip out of the way. His wings opened soon after and he gently fell to the ground across from the beast.

On death destruction that is what ye' will get,
when he's coming for you and you're kilt you will wet,
and he's big and he's strong and it's plain to see,
that this is the Tale of the Nuckelavee...

War-Helm lunged at the creature once more, it let out a roar and did the same. This time it tried to trample the iron armored pony. However he quickly skidded to the side and galloped beside of it. The Nuckelavee tried to spear him with one of its arms. The iron armored pony merely avoided the attack by slowing his pace. The 'false' alicorn then came up on the other side of the Nuckelavee. He quickly shoved into its side in an attempt to knock it off of it's balance. However the Nuckelavee righted itself and swung both arms at him.

War-Helm slowed once more and moved behind the skinned 'centaur'. The Nuckelavee gave a roar / whinny and made to buck the surprised armored pony. War-Helm quickly slid forward, under the creature and jumped out in front of it. The black iron armored pony came out in mid air before it and bucked it in the chest. The Nuckelavee slid back a few paces and then let out another roar / whinny of fury. War-Helm merely rolled his eyes and continued on his path as the Nuckelavee began to catch up to him.

The tune of the song of old continued to echo in his ears as he galloped at full tilt. The Nuckelavee did so as well, both tearing through the towers halls. War-Helm soon saw another mass of Zomponies ahead and mentally grinned as he trampled through them. The Nuckelavee followed behind him, and trampled its fellows without thought or concern. War-Helm snorted and then swung his wings at the large 'centaur' like creature. The Nuckelavee easily avoided, yet was forced to trample a new path through the Zomponies.

War-Helm snorted and then superheated his armor. Zomponies in his way were burned and trampled by the iron-armored pony while the Nuckelavee pursued him. The creature sucked in a breath and then let loose a surge of evil plague from its massive gaping maw. War-Helm narrowed his eyes and moved to avoid the plague breath. The iron armored war-horse then turned cutting a swathe of zomponies down before skidding to a halt. The Nuckelavee slid to a halt as well, and both glared at one another.

War-Helm snorted and began to drag his hoof across the ground. The Nuckelavee hissed and began to drag its blade / spear like limbs across one another. War-Helm opened his wings and his body began to glow brightly with the heat of his flames. The Nuckelavee let out a roar / whinny and lunged forward with its arms spread apart. War-Helm lunged forward as well, his eyes burning bright crimson red. Flames trailed behind the metal stallion, while a horrible plague trailed behind the Nuckelavee.

War-Helm and the Nuckelavee approached one another, they eyes locked onto one another. War-Helms armor began to burn hot white, his every breath creating a tongue of flame from his nostrils. The Nuckelavee merely aimed its arms forward, a horrific plague seeming to wither all in its path and turn the halls a shade of grey. War-Helm opened and pointed his wings forward, flaming feathers aching to burn into the Nuckelavee. As one, War-Helm and the Nuckelavee jumped and lunged at one another. Also as one their attacks struck home against their enemy.

Bits of metal fell to the ground as War-Helm fell to the ground and then skidded into a heap. The Nuckelavee landed on its hooves. Its breathing deep and labored for a few moments before it fell backwards. Its extra torso slid off of its large pony shaped body and fell to the ground. Its pony like body followed suit moments later. War-Helm managed a chuckle as he then pushed his way to his hooves. He trotted over to the pieces of metal that the Nuckelavee had managed to knock loose and began to repair himself. Metal seemed to melt then reform into his body, and soon he was whole again.

Though he had to admit, he really hoped there were more of them. As if in answer to his mental plead, there was a sudden surge of necrotic power and horrid groans assaulted his ears. Turning quickly, War-Helm watched ten smaller tornadoes of black magic swirl into being. Mere moments later, and ten new Nuckelavee stood before him, each ready for battle. The iron armored pony blinked and stared at them. Part of him groaned as the beasts approached. Another wondered why there were so many. Finally, the last one ordered him to start tearing them apart.

Of course, he listened to the that last voice...


Faust mentally growled as she rode on Spike's head. The sheer number of undead being summoned was ridiculous. Given what they would have to fight it was understandable, but there were still far too many in her opinion. She clicked her tongue and glanced to the elements and princesses to make sure they were alright. They were holding on at least, and that was a good sign as far as she was concerned. 'Now how do I get rid of all these undead freaks?' the ancient alicorn wondered with a deep scowl set across her face.

"Mother, they are still coming!" Luna suddenly cried in alarm. Faust silently nodded, a stern expression on her face. Her eyes narrowed as more and more Zomponies rose out of portals or fell out of them. She saw that a great number of them were blue and partially frozen, while others were green and pruned. 'Some are from the frozen mountain, others the forsaken bogs, the book is pulling Mort's army from their resting places,' the ivory mare noted to herself with no small amount of anger welling within her.

'Calm down Faust, remember what happened last time you got angry,' the mare told herself with a shudder. Her last instance of anger hadn't ended well to say the least. If she was remembering correctly, she ended up casting the Burning Charm of such magnitude it was like she set off a miniature sun. Not only has a rather large room in the tower lost all its furnishings, but she hadn't been able to get the smell of charcoal, singed fur, and burnt hair out for years after. 'Although maybe that would be good in this instance,' she mused with a glance at the Zomponies.

'Then again, incinerated Zomponies would smell even worse than burnt hair charcoal and needing to regrow my coat mane and tail,' the mare admitted to herself. Besides that it was never a good idea to set Zomponies on fire, not only did it take forever for them to actually burn, but then you'd have flaming Zomponies chasing after you. 'The fact I can barely control that kind of explosion, and don't want the others hurt certainly helps,' she added internally.

"Mother, please tell us you have some way to stop these thing?" Luna pleaded from her side. Faust glanced to the young alicorn and mentally winced at the frightened look on her face. Luna wasn't often scared of much, but the ivory mare supposed the living dead was one of those things she didn't like. Then again, Luna literally had not combat magic to speak of that would really affect the undead. 'Unless I taught her the Cutting Charm,' Faust mused to herself with a tap of her chin. 'No, that one isn't effective on these kinds of Zomponies,' the mare decided with a shake of her head.

'If they were the kind from those 'Trotting Dead' comics, we could simply severe the spine with the cutting charm and thereby cripple them. Then we could take our time and simply smash their heads one at a time,' Faust noted with a frown, 'however these Zomponies have been reanimated with magic, simply targeting the brain or spinal column won't actually stop them, the magic in their bodies is what's actually forcing them to move, and it will keep them moving even without a head,' the ancient alicorn noted to herself with a deep frown.

"Mother!" Luna shouted to get the mare's attention. Faust blinked, shook her head and turned to the younger alicorn with a soft sigh.

"Unless some pony has a way of draining every Zompony here of all the magic keeping them moving, then not really," Faust replied bluntly.

"Why would magic be involved with Zomponies? Don't you just buck 'em in the head to stop 'em?" Rainbow Dash asked the older mare curiously. Faust brought a hoof to her face with a groan while Pinkie shook her head and answered for her.

"Those 'Trotting Dead' Zomponies are different to these Dashie, these you can't just remove their heads to stop them, you have to find their source and take it out instead," the pink party pony replied. Celestia's ears flicked her way at the explanation and she hopped over to Faust.

"Actually, that wouldn't stop them," the ivory alicorn noted with a frown.

"What?" Pinkie questioned with wide eyes. Being the only resident 'expert' on death, she had more or less assumed she could name off how to stop these things. The idea that they couldn't be stopped in the way she'd learned from her uncle Mort was... worrying, to say the very least.

"These creatures are saturated in necrotic magic, have been for centuries, as such closing the book wouldn't stop them," Faust explained with a frown. She then rubbed her chin and thought of the other ways they could stop them. "However silver naturally nullifies necrotic magic, it could be used to hurt them, and healing magic could as well," the ancient alicorn noted to herself. Twilight blinked and then looked to the ivory mare with a confused expression.

"How would healing magic hurt them?" she asked curiously. Pinkie chose to answer for Faust instead.

"Healing Magic and Necrotic Magic work on opposite wave lengths. So they basically cancel each other out," the pink party pony explained cheerfully. Twilight made an oh with her mouth and then gulped.

"That's nice to know, but I only know some basic healing magic," Twilight stated worriedly. Faust glanced to Celestia and Luna, however the two scuffed their hooves and looked away from the older mare.

"We never saw any reason to learn healing magic, we're practically immortal," Celestia admitted sheepishly. Faust groaned and brought a hoof to her face, then looked to Rarity.

"Err, I'm sorry but I only know enough to heal cuts and scrapes," the marshmallow mare admitted. Faust blew a sudden breath into her bangs and then snorted.

"Wonderful, and the only kind of healing magic I know is glyph based," Faust grumbled out irritably. Spike chuckled in response and glanced to the mare on his snout. The action caused the ponies riding him to shake and nearly fall off, while Faust shot him a look. "Is there something you find amusing?" the ancient alicorn demanded of the massive dragon. He chuckled once more, the rumbling sound and vibrations shaking the ponies on his back once more.

"You really should've taken Majesty's advise and learned more spells," the great dragon noted with a very condescending tone. Faust snorted and struck the dragon on his snout with her hooves. He merely smirked as he barely felt the tiny hit on his armored scales. "Aw, was that supposed to hurt?" the great beast questioned mockingly. However his eyes then widened as he saw Faust's eye twitch. "Wait, don't do anything rash!" the massive dragon tried to plead with his old taskmaster.

Faust merely smirked as a great force seemed to slam into him. The force of which was enough to knock him down and crush the Zomponies beneath him. The ponies however yelped and fell over, sprawled out save for Faust. The said mare was snickering despite the situation as every pony, and dragon, got back up. Spike groaned lightly and rose back to his paws, then shook his head. The ponies yelped as they were jostled about, all save for a strangely stationary Faust. "Okay I might've deserved that," Spike admitted with a frown. Faust merely nodded her head.

Letting out a grunt Spike continued on his way through the tower once more. However as he made his way down the corridors a sudden thought came to mind. "Just where the buck am I going anyways?" he questioned with a frown. Faust hummed in thought for a moment, before a sudden memory prickled at the back of her mind.

"The Simulacrum Chamber, its lined with iron and should be large enough to house us," Faust replied. Spike mutely nodded his head, having aided in building the tower and lived with the mare for many millennia he could guess what her plan was.

"Right then, hang on!" the great dragon cried out. The ponies did as bade, grabbing anything they could as the massive dragon lunged through the tower. Zomponies were crushed by his claws and slammed to either side by his tail. Faust however watched the undead with clear unease. They weren't acting as they had when Mort invaded Dream Valley. The Necronomicon clearly had a different way of doing things. However she had at least assumed that it'd be similar to what he had done back in the old days.

'The book must be using my magic to inspire it and become more creative with its troops,' the ancient alicorn mused sourly. It was times like this she wished she had a vent for all the magic she put out. True, none of her enemies had ever managed to get into the tower and use it like the Necronomicon was. But it'd at least be nice to have a way to get rid of all the stagnant magic in her tower.

"Mother, something is happening behind us," Luna stated with wide eyes. Faust shook her head and trotted onto Spike's head to see what was going on. Her eyes then widened when she saw a tornado of blackened magic absorbing all of the fallen undead. The tornado was centered by an eerie glowing red light that seemed to pulse ominously. 'Oh that just can't be good,' Faust thought to herself with a slight grimace.

"What is that?" Twilight questioned while looking from Pinkie, to Celestia, and then to Faust. Strangely all three were stumped for once, having never encountered such a situation before.

"Twilight, to be honest with you, I have no bucking clue what that is," Pinkie admitted worriedly. She was technically an expert on most kinds of undead. You didn't hang around with Mort without picking up a few things after all. However, she also admitted her experience was limited to stories, not actual undead.

"So does any pony else have an idea?" Twilight questioned of the others, specifically Light-Bringer. The said icy stallion was glaring dangerously at the insidious maelstrom as bodies began to rise and become a part of it. He then grunted and trotted over to Fluttershy, the yellow mare shaking and clutching Crunch tightly. The rock-dog merely sat happily in her grasp occasionally licking her with a rocky tongue. A second later the tornado seemed to seep away and reveal just what had been created.

"Holy bucking Celestia!" Rainbow exclaimed while rearing back in fright. A massive ball floated towards them, hundreds, if not thousands of undead ponies making up its mass. The bodies seemed to be locked together by magic, while an ominous hole was left out of the center to reveal a massive red eye.

"That is possibly the most horrifying thing I've ever seen," Rarity admitted from Fluttershy's side. The butter yellow mare in question just gave off a tiny squeak of fear as the sphere of flesh approached with surprising speed.

"A Legion," Light-Bringer noted darkly. Twilight and Faust both looked to the undead stallion warily.

"Legion?" Both mares questioned. The undead stallion merely nodded his head with narrowed eyes.

"We are Legion, for we are many," Light-Bringer began ominously, "A Legion is a massive collective of undead controlled by a singular brain at its center. They fight and think as one and were nearly uncontrollable. We never tried to create a Legion because they would be too dangerous," the undead stallion explained briskly. He then twisted his head around on his neck until he could look behind himself. Fluttershy let out a yelp / shriek as he then picked his saddlebags from his back and righted his head on his neck.

"Milady," the undead stallion started and bowed with a look to Fluttershy, "I ask that you look after these in my stead," the undead unicorn pleaded courteously. The butter yellow mare blushed for a moment and scuffed a hoof idly. Crunch merely tilted his head slightly while panting heavily.

"U-um, okay," the little mare replied quietly. With a nod of his head, Light-Bringer placed his saddlebags onto the little mares back and turned away. "But um, if it's not too much trouble, what's inside them?" the willowy mare questioned curiously. Light-Bringer merely glanced at her from the corner of his eye, and answered as he trotted away.

"Perhaps a bright new future for a lost race," the icy unicorn replied as he trotted to Faust's side. "I shall hold the Legion off for as long as I can. If I can destroy its brain, the undead linked to it will die as well," the undead stallion stated. Faust merely nodded her head as the icy stallion then lunged forward and jumped off of Spike's body to the ground below.

"Just don't get yourself killed too soon tiny," Spike called out to Light-Bringer with a smirk. The undead stallion rolled his eyes and shot the dragon a flat look.

"You seem to have forgotten that I'm already dead," Light-Bringer replied flatly. The dragon merely chuckled and lunged off into the tower. Thus the stallion turned and glared at the Legion as it approached him. He formed several dozen icy blades around his body as several zomponies fell from the Legion. He cracked his neck, their approach was as slow and sluggish as ever. It gave a certain ebony mare more than enough time to form at his side. "You shouldn't follow me," he stated coldly.

Nightmare merely rolled her eyes. "We shall do whatever we wish, peasant," the mare in the moon stated simply. "Had thee nary decided to face this creature, we wouldn't need to assist thee," she added in a matter of fact way. Light-Bringer merely raised a brow and gave her a look.

"I'm undead, they would more or less ignore me as I attack them," he stated flatly, "You on the other hoof, are little better than a target," the icy undead stallion grumbled out angrily. The dark mare blinked and actually blushed as a result. She hadn't exactly considered that when she had decided to assist the stallion.

"Err, perhaps we were hasty in our decision," she admitted sheepishly. Light-Bringer snorted and turned back to the Legion as it continued it's approach. More Zomponies were falling from its whole, moving far faster than those which had not been a part of it. "Prithee sir knight, hath thee a plan?" Nightmare asked the undead stallion with a frown. The icy undead stallion mentally sighed. He then glanced at their surroundings to ascertain if they had any kind of terrain advantages. He was thus more than displeased to find all the halls were flat and thus gave more of an advantage to the Legion.

With a click of his tongue the ancient icy stallion quickly decided on what his plan of action would be. "Live long enough for Faust to deal with them," he finally replied bluntly. Nightmare nearly fell over at his answer. She then turned to the undead stallion and looked at him aghast.

"Certainly thou hath a better plan than that!" she pleaded of the stallion desperately. He merely shrugged and then started to shoot blades at the zomponies as they approached them. Growling in her throat, Nightmare formed a bit of ebony magic along her horn. "Very well, enough talk!" she declared and reared back. Then with a twist of her neck she sent a blade of shadows through the zomponies. The massive magical ark of shadows mowed down numerous zomponies, slicing through flesh and bone with surprising ease.

Light-Bringer raised a brow as he bore witness to the impressive assault. As of yet he had yet to see any of the modern ponies fight with such tenacity. True, he had a feeling Nightmare was old, but compared to him she was still just a filly. A modern filly as well, which didn't really say much for her combat ability. Regardless, he had something he needed to accomplish. He thus turned from the mare and narrowed his eyes on the Zompony hoard. Letting out a snort and dragging a hoof along the ground, Light-Bringer then lunged into the fray in a full gallop.

"Have at thee!" he roared and lunged into the fray...


Further into the tower, Spike continued to make his way towards the simulacrum chamber. His eyes darted here and there as more and more Zomponies fell through or crawled up from portals. 'I really wanna find this 'necronomicon' book and torch it,' the ancient dragon decided with a frown. True, he disliked most books anyways, but he found he really really disliked this particular book.

Meanwhile, Faust continued to keep a constant vigil from Spike's head. She glanced here and there to take note of the situation. She clicked her tongue as she realized that the tower had seemingly made near endless hallways to contain the majority of undead. 'Clever, its making sure they can't find cover or surprise us, the few turns aren't sharp either,' the ancient alicorn noted to herself. She also made a note that the undead swarms were being supplemented more and more often with new undead.

'The Necronomicon is probably using my magic to enhance its creativity and make new undead,' the mare decided with a frown. Unfortunately, this wasn't the first time a villain had done that either. With a shake of her head she noted what looked like Skeletons walking around now, several with arrow filled quivers and bows. A smaller number of a different kind of skeleton also walked around, this one in armor with a floating sword next to it. Thankfully their current position on Spike's head made them a near impossible target.

"Are we really just gonna let him fight that thing alone?" Rainbow dash demanded of the present alicorns. Celestia and Luna merely looked to Faust for her decision. This was her tower after all, they had no right to 'call the shots' as it were. Especially considering how abysmal their early decisions within the tower had been for every pony.

"Light-Bringer is already undead, he has a better chance of surviving against that thing than any pony else," Faust finally replied. She also took note that they were short one ebony colored alicorn and mentally smirked. 'Besides, he's not totally alone,' the ancient alicorn thought to herself. Unfortunately, her declaration didn't abate the worry of the other ponies.

"But he's fightin' somethin' bigger 'en most dragons!" Applejack shouted with wide eyes. She knew she could be stubborn, but attacking something the size of that 'Legion' was just insane! Faust grunted and turned to shoot Applejack and Rainbow both a look. She was well aware of the 'Legions' size, she also knew it seemed like a very one sided fight. However, she also knew that Light-Bringer was not a pony you underestimated. His time as a guard had been filled with a great deal of one sided fights since he'd lived in the outer territories.

Though if she were honest with herself, Faust would find this rather endearing. They'd known Light-Bringer less than an hour and were already worried for him as if he were a friend. It almost reminded her of her own time in Dream-Valley, back before Mort at least. Back when they worked and played together and fought together when the times called for it. The thought brought a pleasant warmth to her chest. Yet she also knew that for the time being such thoughts were best left for another time.

"I know Jackie," Faust replied with a sigh. "However, I also trust Light-Bringer will be alright," the ancient alicorn noted with a small smile.

"And that's supposed to be enough?" Rainbow demanded of the mare. Faust merely smirked and looked her way, her eyes twinkling madly.

"You'd be surprised how far a little faith can go," the ivory mare stated with a nod. However the ponies then yelped as Spike suddenly shook his head. They all fell over, save for a smirking Faust, then glared at the great beast. Said dragon merely snorted a tongue of flame and narrowed his eyes.

"Would you all shut up about tiny, he'll be fine," Spike shouted at the ponies in annoyance. "I'm more concerned about what that stupid book will throw at us next," the massive dragon grumbled out. Faust instantly sobered and nodded her head in agreement with the elder dragon. Much as she hated to admit it, the Necronomicon had an absurd number of undead to throw at them. There really was just no telling what it might send at them next.

"Not to be the bearer of bad news darlings, be we seem to be running out of hallway," Rarity suddenly declared. Faust grimaced and looked up to see a dead end coming there way. 'Ugh, that joke is way too corny, even for me,' the ancient alicorn thought with a frown. However she also noticed that there was a familiar door on the wall and smiled.

"Oh thank you sun and stars, that's the simulacrum chamber," the ivory mare noted with a sigh of relief.

"Huzza!!" Luna cheered happily. Faust glanced at Luna, then looked to Celestia with a raised brow. Said solar diarch merely groaned and brought a hoof to her face.

"Uh, anyways," Faust began with a frown, "we had better get down and into the chamber quickly, it's lined with iron so we shouldn't have any undead popping inside for the time being," Faust explained quickly.

"Why is it lined with iron?" Twilight questioned curiously. Faust merely grunted and shot the little lavender mare a flat look.

"I'll explain once every pony is safely inside," the ancient alicorn stated flatly. Twilight chuckled nervously and nodded her head in understanding. A moment later, Spike slid to a halt before the door and crouched down so that the ponies could get off of his head. One by one the ponies quickly leaped to the ground below. Faust stayed back on Spike's muzzle to keep an eye out for Zomponies. Spike himself merely smirked as the last of the ponies leaped down.

"Last stop, simulacrum chamber, please remove all luggage before you leave the dragon," Spike crowed. Faust shot the dragon a look. She wasn't annoyed though, Spike could see the ghost of a smile on her muzzle. That was enough to get a full grin to cross Spike's face. However he then turned as a deep rumble shook the ground. His eyes narrowed as a massive portal opened up behind them.

"Oh what fresh new slice of Tartarus is this then?" Faust wondered pitifully. Spike however payed her no mind as his eyes narrowed and his nostrils flared. His instincts suddenly kicked in and warned of an intruder in his territory. Spike narrowed his eyes at the feeling. For he knew that a dragons instincts were rather specific. A pony couldn't 'intrude' on territory because they were tiny. Far as his instincts were concerned so long as they didn't take anything, unlike Daring, they didn't exist. This meant only one thing, whatever was coming, it was big.

"Faust, get moving," Spike growled, his eyes narrowed and pupils dilated, "I'll handle this one." The ivory mare looked to the great beast for only a moment before she gave a stiff nod. She then leaped off of his head and flew to the ground below. Spike then rose back to his full height just as a bony dragonic claw rose out of the portal.

"Spike, just... please be careful," Faust pleaded worriedly. The ancient dragon blinked for only a moment before a grin stretched across his face. His eyes turned downward to regard the miniscule mare with amusement dancing in their depths.

"Sure thing slave-driver," he quipped humorously. Faust shot the dragon a look, still almost smiling at him though he was practically insulting her.

"Please, you need a slave-driver just to wake your lazy butt up," the ivory mare quipped back. Both dragon and pony seemed to smile despite their insults, then turned as a deep guttural groan / moan rumbled from the nearby portal.

"Mother we must make haste!" Luna suddenly cried out from the door to the simulacrum chamber. Faust looked back and nodded to the lunar diarch. With a final glance back to one of her oldest friends, the ivory mare galloped to the chamber and ushered the other ponies inside. Once they were all inside she lit her horn and concentrated on a spell. Faust then moved her hoof around the floor in front of the door to create a ward against undead. Finished with that, the ivory mare quickly moved inside as well, leaving Spike alone with the bone-dragon.

Once all the ponies were gone, Spike grinned and turned to the bone-dragon with a grin. The horrible creature pulled its way out of the ground and stood across from Spike. Skeletons and zombies marched forward behind it, yet Spike focused only on the larger threat. His great scales could ward off any attack from the miniscule zomponies, he was far more concerned with the bone-dragon. 'Forced to move even after death,' Spike mused as he watched the bone-dragon approach. 'Even lord Tirek was never this cruel,' the ancient dragon noted to himself.

Spike gave a snort of hot air from his nose and glared at the approaching horde. No matter how much he felt sorry for, or pitied these creatures, they threatened his last friend. Faust may have been a slave driver, not to mention they often picked on and insulted each-other for fun, but she was still his friend. "Alright you ugly sack of bones! Let me show you what a real dragon can do!" the great beast roared. The bone dragon roared as well, a horrid hollow sound that echoed out against the towers halls.

The two great beasts lunged at one another as one, and a titanic battle between titans began...


Faust let out a sigh as the door to the simulacrum chamber closed behind her. 'Be safe Spike,' she thought worriedly then turned to the other ponies. Some of them like Twilight and Celestia, were looking with interest to bits and pieces of the simulacrums. While others were staring out into the chamber, looks of shock or even horror on their faces. 'Right, I forgot how bad this room could be,' Faust admitted with a shiver as she took a moment to look around herself.

The room was actually rather nondescript despite its size, being large with dozens of tables and devices around it. The tables and devices held dozens of eerie objects, some appearing like the body parts of a pony. Others looked like simple parts from puppets. Still more were mechanized devices that many of the ponies could hardly see the point of. Faust however knew more about the bits and bobs than most. Yet it made this room even more ominous to her than it did to those who knew nothing about them.

The 'Simulacrum Chamber' was a large room which held dozens if not hundreds of dismantled simulacrums. A simulacrum for the most part was just supposed to be a 'living doll' able to follow basic commands. Unfortunately that wasn't always a case, a simulacrum wasn't so cut in dry in its appearance either. Some were but simple puppets made to resemble ponies only to the barest extent. While others were far more elaborate, looking almost lifelike in appearance. However, the horrifying thing was how they had all been dismantled and left scattered about the room in bits and pieces.

"M-miss Faust," Fluttershy called timidly. The ancient alicorn turned to the butter yellow mare and raised a brow. "U-um, well, do you think Spike will b-be okay?" the little pegasus questioned worriedly. Faust sighed and turned to regard the door leading outside with a worried glance.

"I certainly hope so," she finally replied. Luna scoffed and trotted to the two, a look on her face.

"Verily mother, thou should have more faith in thy friend, he hath survived eons, certainly a skeleton cannot defeat him," the lunar alicorn declared with a nod. Faust gave the younger alicorn a look before turning back to Fluttershy with a smile.

"In any case, thank you for worrying Fluttershy, I know you don't do well around large dragons like Spike," the ivory mare offered cheerfully. The little mare blushed lightly and hugged Crunch tight to her chest once more. The sight of the rock dog caused Faust a frown, yet she turned at a curious sound. Faust thus found Twilight tapping her chin and recording several things in a note-pad with Celestia at her side. However the other elements were spreading all around and examining the many curious things the chamber contained.

"What's all this then?" Applejack questioned with a shiver. She had found herself staring at several glass eyes and what she hoped was a fake leg. She hoped so because it looked far too real for her tastes if it was. Though she could admit it'd be nice for ponies to have a chance to walk again, seeing one just lying around was right creepy.

"Ugh, darling, I know you like to collect and record, but do you really need to collect such ghastly things?" Rarity questioned while looking at a series of fake heads on a nearby table in various states of disrepair. Some of them were missing eyes, others teeth, still more were missing large chunks of their skulls. She had no idea what any of them where, she just knew that they were eerie.

"Buck those, what is this thing?" Rainbow all but demanded. She stared at what appeared like a pony, its limbs suspended by dozens of wires in a large frame. Metal attachments had also been sealed around each hoof as well as its neck to hold it spread eagle. Its torso had been split open to reveal dozens of cogs, gears, springs and wires. There was also a large hole in its chest with a metal frame, almost at the exact position for where its heart would be.

"Holy sweet Celestia," Pinkie cried and zipped over to the suspended pony. Her eyes went wide and her mouth opened as she took in the simulacrum with a more scrutiny. The 'pony' in question appeared to be an earth pony mare, with a stylized silhouette of a heart cut out of its flank to reveal cogs and gears beneath. Its pelt was pale white with black hooves, a black diamond marking on the bridge of its muzzle that was cut by a white X to make four smaller diamonds, and a wavy black and white striped mane and tail. "Its Bloodstone Mary!" the pink party pony exclaimed.

Celestia and Luna seemed to pale at the news, both moving as far away from the eerie 'pony' as they could, which just so happened to be behind Faust.

"Who?" Twilight questioned with a look to Pinkie and Faust. The ancient alicorn rolled her eyes and trotted forward.

"Bloodstone Mary, real name 'Marionette', also known as 'Bloody Mary', 'the puppet pony', and 'the living doll'," Faust replied curtly. The mention of the name 'Bloody Mary' caused Rainbow Dash to snort and then snicker into her hoof.

"Bloody Mary, really?" the prismatic pegasus asked humorously. Faust stiffly nodded her head, her eyes locked in a heated glare on the simulacrum. Suddenly realizing the severity of the name, Rainbow shifted uncomfortably and turned to Pinkie. "So Pinks, what did Mary here do that was so bad?" the cyan mare asked curiously. She then bore witness to Pinkie looking nervously at the puppet pony.

"Well, Faustie could probably tell the story better than me," Pinkie replied with a knowing look to the said mare. Faust merely nodded her head and closed her eyes with a sigh.

"Well it's kind of a long depressing and scary story if, but here goes. Marionette was made by a toy-maker a long time ago, an earth-pony toy-maker. His creations were so great and grand that the ponies said no one could match his skill or his craft. A unicorn lord despised him as a result, believing only a unicorn could make marvels of such make. He called on the earth-pony and ordered him to make a device as alive as a pony. The toy maker made a great many devices and toys, yet with each new marvel the lords fury grew," the ancient alicorn began as the ponies gathered around her.

"He scoffed and he sneered at each one, each more impressive than the last. Finally, the toy-maker procured a spectra crystal and used all his skill to make the most lifelike simulacrum ever built. He poured all his skill and love into his final creation. His masterpiece and true gift to the world. Its body was streamlined and flawless, its coat and hair almost real, its eyes lively, and its face could even move. It stood and moved on its own and it could even talk. He named her Marionette, and with the crystal it even had a heart so she could feel,"

"He led Marionette to the lord to prove his craft, so that he could finally gain the recognition he so deserved. The Lord was shocked when he beheld Marionette. So lifelike and real on the outside yet also cold and mechanical inside. The heart shaped hole in her flank showing the gears within and proving to him she was not a real mare. Surely he could never see a more marvelous creation. Yet his pride and his fury at such skill in the unworthy hooves of an earth pony angered him. He scoffed and sneered and declared Marionette a fraud, saying she was a real pony, not a fake,"

"The toy-maker tried to explain yet the lord would not listen and had him thrown out as a charlatan. The toy-maker and Marionette journeyed back to his home. News spread of what happened and ponies never went to him again. The toy-maker, the greatest to ever live, lost his confidence, his livelihood, and his friends. All but Marionette abandoned him, and she tried to be all he'd need. But it was for naught, and soon he faded away. Marionette was left all alone, and when her father died her heart was broken. Any pony would fade as he did, but not Mary, for she wasn't a pony at all,"

"Although beautiful on the outside, and bearing a kind and loving heart, she could just as easily hate. Which is why she felt anger, she felt blinding boiling rage, it was a feeling far stronger than she ever had before. Hurt and angry, Marionette wandered into the night. Her hooves carried her to the home of the lord, and her desires became clear. To hurt the one who caused her fathers death and make him know pain as well. She hurt the lord, scarred his face and snapped off his horn, then stole the spectral shard inside. Finished she dragged the lord out to the streets and left him alone,"

"Come dawn the ponies went about their daily lives, til guards searched for the lord. Several times they passed him by, until eventually he was forgotten. A new kinder lord took his place while the cruel lord wandered out into the world. As for Mary, well there are many stories of what happened next. In some tails she shed a million tears for her father and finally wasted away. Others say she continued her horrible game, hunting down prideful arrogant unicorns and snapping off their horns. Another says an alicorn came in the dead of the night scooped her up and took her away," Faust continued ominously.

"All any pony really knows, is that Mary garnered herself a new name, Bloody Mary, that day..." Faust finished and regarded the little ponies around her. The two present unicorns looked pale, Rarity paler than normal, while Celestia and Luna looked about the same. Fluttershy merely seemed frightened and was almost hiding behind Crunch while staring at the simulacrum fearfully. Applejack and Pinkie, well it seemed that the apple-mare was trying to figure out how she felt, while Pinkie just looked at Mary uncomfortably. Finally, Rainbow was looking at 'Mary' with wide eyes.

"Holy buck," she whispered then turned to Faust, "do you have anything in this tower that isn't ancient and evil?" she demanded with her mouth agape. The ancient alicorn blushed lightly and chuckled under her breath. She hated to admit it but sometimes it did seem like all she had in her tower were the most evil things imaginable...

"Well, there's me and Spike, as well as a few things here and there that aren't outright evil," the ivory mare replied.

"Okay, but perhaps you could tell us a story without ancient evil in it, I wouldn't mind a bit of sleep and don't want that story to be fresh on my mind," Rarity pleaded desperately. Faust idly nodded her head and then tapped her chin and considered what she could tell the ponies.

"Perhaps you could tell one of the stories of your friends, or even Spike," Celestia suddenly suggested. Faust blinked and then nodded her head with a smile. Taking a deep breath the ancient alicorn thought for only a moment before smirking when a story came to mind.

"Alright, I'll tell you the story of how Spike met one of the most random ponies I've ever known," the ivory mare replied.

"Who?" the ponies questioned and Faust took a deep breath.

"SURPRISE!" She cried out loudly. The elements gave a yelp and nearly leaped out of their skins, the three alicorns simply snickering instead. Huffing Rainbow dropped back down and gave Faust an annoyed look.

"Why'd you do that?" the cyan mare grumbled irritably. With a roll of her eyes Faust smiled brightly to the pegasus mare.

"My friends name was Surprise, and she used to do that to me and our other friends all the time," Faust replied with a shrug. She then cleared her throat and closed her eyes as she thought back to her old friends. "Once upon a time in a place called 'Ponyland'," Faust began, only to stop when Twilight groaned.

"You called this place Ponyland?" the little lavender unicorn questioned incredulously. Faust frowned for a moment, then rolled her eyes and blew a breath into her bangs.

"Yes, now let me tell the story," Faust grumbled. Twilight and the others were silent as the ancient alicorn then let out a sigh and returned to her story. "Once upon a time, in a place called 'Ponyland' there lived a baby dragon named Spike. This little dragon was pet to Princess Majesty and lived with her in Dream Castle. Unfortunately he was a mischievous and tricky little fellow. No matter where he went it seemed like he'd always get into trouble. One day he noticed the hot air balloon used by the ponies of Dream Castle to reach their friends in Paradise Estate, and had a sudden idea..." the ancient alicorn began.


"No Spike, you can't take the balloon to Paradise Estate to visit Sparkler," a significantly younger Faust growled at the baby dragon. She was currently checking on Majesty's hot air balloon, ensuring that nothing was amiss. She had been charged with its care as well as that of the library within Dream Castle.

"Oh c'mon Faust I'm bored!" Spike exclaimed dramatically. The little baby dragon had little to amuse himself around Dream Castle. Besides the occasional evil villain popping out of the wood-work, Dream Castle and Ponyland in general were quite peaceful and dull. Unfortunately, for a baby dragon dull was the last thing they wanted. Faust on the other hand just didn't care about what the dragon wanted. Her eye twitched as she tried to check the ropes holding the balloon to the basket, then turned to Spike with a scowl.

"Then go read a book!" the off white unicorn shouted at the baby dragon. Spike merely scoffed and crossed his arms over his chest.

"Reading is boring, I wanna do something exciting and dangerous!" the baby dragon declared with a sparkle to his eyes. Faust merely frowned and rolled her eyes, then looked at the baby dragon expectantly.

"And visiting Sparkler is dangerous or exciting how?" she questioned bluntly. The baby dragon blinked then shrugged his shoulders. He could admit that the ponies of Paradise Estate were no more exciting than those at Dream Castle. Actually when he thought about it, the ones living at Dream Castle were actually more exciting...

"Well it isn't, but I could at least get a few gems from her," Spike admitted. Faust snorted and shook her head, idly turning back to her work.

"Princess Majesty has put you on a diet Spike, you're getting pudgy from all the gems and sweets," Faust stated pointedly. The baby dragon groaned and sat down with his arms and legs crossed. An scowl crossed his face and he glared at the balloon where Faust worked.

"What does it matter if I get pudgy, I'm supposed to be a 'pampered pet' aren't I," the baby dragon grumbled irritably. Faust merely sighed and looked out from the basket to the baby dragon.

"Spike I know you hate ponies calling you a pet, but it's just until every one else gets used to you," Faust replied and then ducked back into the basket. Spike harrumphed and snorted a tongue of bright golden flame from his nose in response. As far as he was concerned the ponies of Dream Castle were plenty used to him. It was only because he didn't visit Paradise Estate too often that they weren't used to him as well.

"Well how can any of the ponies up there get used to me if I'm never around?" Spike demanded while pointing a claw up to where Paradise Estate was. Letting out a sigh Faust merely continued her inspection as she replied to the magenta lizard.

"Spike we don't go up there much because next to nothing happens up there, if more happened we'd be there every day," the off-white mare noted pointedly.

"Well then I'm gonna go find Twilight and wish for stuff to start happening at Paradise Estate," the baby dragon grumbled under his breath. Faust grunted and then hopped out of the basket to give her young charge a look.

"Spike don't even joke about that, you know Twilight can't control herself whenever someone makes a wish," the off-white mare stated seriously. Spike shrugged, but nodded his head all the same. Twilight's talent / gift was well known and had caused quite a few problems for them. Wishes being granted at random whenever she was in the area was only one of the many trials that they had had to deal with. It wouldn't be so bad if it weren't for how often some of those wishes managed to go awry.

"Yeah yeah, I know," the baby dragon replied with a sigh. Faust shook her head and then leaned down to scoop Spike onto her back with a smirk. The baby dragon, while a bit on the pudgy side, wasn't so heavy that she couldn't carry him. It also didn't hurt that Majesty considered it 'endurance training' for some reason. The unicorn princess of Dream Castle apparently believed in being strong in both body and mind.

"Good, now lets go you have your own training. I think today Majesty wants to see how far you can breathe fire," Faust noted aloud. Spike's eyes seemed to sparkle and he grinned at the news. While he was treated by most ponies, for the most part, as a pet, Majesty still treated him like a dragon. Which meant she allowed him to indulge, within reason, in all things that dragons were supposed too. Besides feeding him gems she had allowed him to gather a relatively small horde which he had kept in a basket he slept on at night.

"Cool, I wonder if I'll finally break the six hoof margin," the little dragon hoped. Faust merely rolled her eyes and trotted into Dream Castle to find her mentor. Their day was then spent with training, both Faust and Spike learning from Princess Majesty what she had to teach. Soon however, night fall came, and Spike was left restless once more. All day his training had been simple, yet also un-fulfilling. His flames had torched several apples, yet he still couldn't breathe them passed six hooves in length. It was as such that the mischievous baby dragon realized something quite important.

That both Majesty and Faust were asleep.

With that thought in mind Spike snuck out of Dream-Castle. He crept through the halls and to an open window on the ground floor. He slipped out into the night and landed with a soft plop. Looking around to ensure no one was watching, the baby dragon then dashed over to the hot air balloon. Clambering inside Spike then looked around and breathed a burst of fire on the rope holding it down. The rope burned and crackled from the flames while Spike looked out into the night. In his head danced potential adventures and excitement, not to mention great treats.

it was with that thought that the rope finally snapped, and both Spike and the balloon rose into the air and drifted away in the night. As he flew through the air, Spike watched as the world passed him by. Yet as the hour grew late his eyes grew heavy. Soon enough, the baby dragon yawned and fell to sleep. His balloon did not stop and instead flew further away, a sleeping baby dragon in its basket. Come morning, the poor little fellow would realize he had no idea where he was or how to get back home.

That is when she appeared.

Across the ways from the balloon, a happy bouncy pegasus hopped across the clouds. She was white as snow, with four burgundy balloons on her flank, burgundy eyes, a wavy blond mane and tail, and a burgundy ribbon tired into a bow around the base of her tail. He name was Surprise, the happiest and strangest pony in all of Pony-Land. The little pegasi loved to surprise ponies with pranks, jokes, and especially surprise parties.

So as she bounced through t close she hummed a jaunty tune to herself, saddlebags tossed over her flanks. From one of the bags a little pegasus filly's head and forelimbs were seen as she laughed at her mother's silly antics. As the mare bounced and hopped she came to notice something nearby. It appeared, to her, almost as if a great rainbow was rising from the clouds. She quickly jumped back and watched as, instead, a large runaway hot-air balloon rose up instead.

"Ooh, what's that mommy, is it lost?" her daughter questioned. The bouncy happy pegasus merely shrugged and then grinned to her daughter widely.

"Lets go ask it!" She crowed and zipped down to the balloon. "Hey, are you lost?" Surprise asked the balloon curiously, yet saw a head poke out instead. From the balloon she saw Spike look at her with wide eyes.

"Y-yeah, um, c-could you maybe take me home to Dream Castle?" the baby dragon pleaded. Surprise smiled and then flew over to the dragon, only to turn upside down and get nose to nose with him.

"Sure thing, but what's your name stranger, I need to set a good example for Baby Surprise and not talk to strangers you know," Surprise told him matter of factly with a nod of her head. "Besides, my mommy always told me I shouldn't trust strange lizards, and you're pretty strange," the blond pony added with a smirk. Baby Surprise nodded her agreement, still riding in her mother's saddlebags even as they were turned upside down.

"Yeah! No trust strange lizards!" the little filly crowed with a brilliant smile. Spike however blinked owlishly and stared at the strange pegasus.

"Why are you upside down?" the baby dragon asked curiously. Surprise merely smiled impishly and crossed her forelimbs.

"Why aren't you?" she asked him a nod. Her filly giggled cutely and pointed a hoof at the confused baby dragon.

"Yeah, why aren't you?" Baby Surprise parroted happily.

"That doesn't even make any sense!" Spike cried. Both Surprise and her filly giggled happily, the blond pony turning right-side up and hanging off the side of the balloon's basket.

"What do you mean, of course it does! How else would I be able see the ground to fly you home," Surprise noted with a nod of her head, Baby surprise nodding in agreement. Spike blinked and stared at the strange ponies for a moment before he decided not to question them.

"Oh well... er, I'm Spike, Princess Majesty's pet," the burgundy dragon offered casually. Surprise instantly reached out and began to vigorously shake one of Spike's claws.

"Well hi Spikey, it's so totally nice to meet you, me I'm," she took a suddenly deep breath, "SURPRISE!" the mare cried loudly. Spike yelped and jumped high into the air, soon grasping at one of the balloons ropes with wide eyes. Surprise snorted and laughed, nearly falling back in the air while Baby Surprise grinned.

"Ooh ooh ooh, me too mommy, me too!" the filly pleaded with bright eyes gleaming. Surprise nodded her head and flew up closer to spike, her daughter smiling as she reached out to hug the surprised Baby-Dragon. "Hi Spike, I'm," the filly began then took a deep breath, "BABY SURPRISE!" she shouted just as her mother had. The poor baby-dragon yelped once more and dropped from his rope back into the basket. Nerves frazzled he looked up to see both the strange ponies were now giggling and laughing at his misfortune.

"R-right, c-can you take me home n-now?" Spike suddenly pleaded. The energetic blond pony merely nodded her head then placed her forelimbs on the basket.

"Hang on Spikey, next stop Dream-Castle!" Surprise declared.

"Yeah!" Baby-Surprise happily crowed with her forelimbs in the air. Spike just watched then both then held on as Surprise flapped her wings and began to guide the balloon back home. When the two finally reached Dream-Castle a great celebration was held for Surprise as a royal 'thank you' for aiding Majesty's pet. So happy to make so many friends for herself, and for her daughter, Surprise decided she'd stay in Dream Valley with the new friends she had made. As for Spike, well, for making off with the balloon Faust forced him to clean Dream Castle from top to bottom...


As Faust finished the story her lips spread in a brilliant smile she also looked to her audience. Many of whom were openly staring at her, mouths agape. "A Pegasus that acts like Pinkie?" Rainbow Dash demanded with wide eyes. Pinkie herself hummed and tapped at her chin thoughtfully.

"You know, I actually have a great uncle who's a Pegasus," the pink party pony admitted with a smile. Faust snickered to herself and then shook her head with a sigh.

"Um, not to question you miss Faust, but weren't you a little harsh on Spike? He was just a baby dragon after all," Fluttershy questioned timidly. Faust scoffed and fluffed her wings at her sides.

"Please, that little trouble maker deserved it," Faust stated with a snort.

"Was he really that bad?" Twilight questioned curiously. Faust huffed and frowned as she remembered a great many times Spike had gotten himself into trouble. Or times where he got into trouble with the equally mischievous mare Cotton Candy. Either way, whether alone or with help, it seemed to her that Spike just couldn't keep his tail out of trouble.

"Oh yes he definitely was," she stated with a nod, "and it doesn't hurt he once served Tirek," she added under her breath. The ancient king of darkness wasn't exactly the worst villain she'd ever faced, but he had been the first. "Anyways, how bout I tell you a different story," Faust suddenly suggested. The ponies nodded their head and watched as Faust considered for a moment, then nodded her head.

"Okay. Then I'll tell you the story about how my friend Cotton Candy was put under a sleep spell by Moon Dancer for eating her sweet grass and flowers," Faust suggested.

"What's sweet grass?" Applejack questioned with a raised brow.

"Back in my youth, Dream Valley was home to an incredibly sweet kind of grass that almost tasted like sugar," Faust explained. Applejack and several of the other mares made 'Ohs' with their mouths and then sat back to listen to the next tale. "Right, now once upon a time, in a place called Pony-Land, in the kingdom of Dream Valley, there lived a very mischievous mare who was pink from her hooves to her tail with pale flakes for a symbol and bright purple eyes. Her name was Cotton Candy, and she loved sweets," Faust began with a smile.

The old memories flowed like water and she told story after story of the friends she used to know...


Tree Mane slipped through the black forest swiftly. It allowed nothing to give it pause or concern as it made its way to the creatures caverns. It stopped only once, below the skeleton of a griffon, and absconded with the saddle bags upon it. It did not really care it was taking from the dead. The dead had no use for the bags, nor the armor it wore. Tarnished and old as the armor was, it belonged to it. Tree Mane tightened the bag and continued through the trees and towards the caves. Its monstrous branches moving faster than equinely possible.

The cave was large by average pony standards. Unfortunately Tree Mane's size was unmatched by any pony, save for Faust, and so it was a tight fit. The Tree Mane made its way through the tunnels and caverns with purpose. A creature here and there foolishly got in his way. They were quickly crushed beneath his blackened branches. The blank faced entity soon noticed that the creatures became more numerous down a certain path. Tree Mane instantly knew that that was the path he would need to take.

He rushed down the length of the tunnel, and allowed nothing to stand in his way. Two of his branch like limbs bashing and knocking creatures from its path. It continued to make its way through the tunnels and down into the earth. It passed by the bodies of other creatures, likely left by Light-Bringer, which it otherwise ignored. All it cared about was reaching its destination and retrieving what it needed. Anything else was secondary to that mission.

Tree-Mane soon launched itself from the tunnel and into a massive ravine. With a quick glance around it spotted several dug out holes and rushed to them. It quickly searched those which were dug out, knocking dead spheres out of the way. A few beneath them were still alive and were swiftly moved to its saddle bags. However with a great commotion there came dozens of the creatures. Tree-Mane turned its body and dropped onto its hooves. The branches closest to the holes began to bring spheres forward for inspection. Its remaining limbs were readied for battle.

The creatures approached Tree-Man from all sides. However its great blackened branches lashed out with deadly precision. The branches easily batted the creatures away or simply smashed them into the dirt. As its four branches dealt with the creatures, its back branches continued to bring spheres for inspection. The majority of spheres really were dead, each of them black as coal. A few were alive, glowing a soft shifting gold and green. Some of them were 'somewhat' alive, however they would not survive for long.

Tree-Mane stared at the nearly dead spheres for a moment. However turned its attention back to the creatures as they continued to charge at him. It continued to attack the creatures and search for living spheres. However a sudden pulse knocked the creatures back. They shrieked in pain and galloped away as if physically injured. Tree-Mane however felt a pulse and seemed to shake. Not in pain, no, that burst of golden dust had felt heavenly. It was as if some of the taint which created it was washed away in that burst.

Tree-Mane stopped its thoughts, then used its limbs to move over to the next hole. It quickly sifted through the hole while the creatures were away. Which each hole it thoroughly searched it found more still living spheres. The number was less than what Light-Bringer had located, but no less pleasing. With each one found alive, there was a greater chance of their race returning. Tree-Mane knew this, and so treated each living sphere with tender care, so as not to damage them. Yet soon the creatures returned.

The slender pony used its branches to move to a still buried hole and placed itself at its entrance. Its back most branches worked quickly and opened the new hole, while its forward branches defended. Tree-Mane soon noticed that the creatures were becoming more and more aggressive. Why they did so, it could not say, however it did not let them deter it. It would fulfill its mission. Its branches lashed out at the creatures viciously. One was smashed in the jaw and sent reeling back. Another was crushed beneath one of his branches, its black exoskeleton splitting beneath the pressure.

The viciousness of the creatures became more and more apparent. With each new living sphere it discovered, they attacked him with more fervor. Tree-Mane soon found it actually had to deflect and block several attacks from the creatures. One of them managed to lay a hoof onto its head, however was then viciously smashed beneath his hooves. Black ooze like blood dribbled down from a thin wound on its head. Soon enough another burst of golden dust was released from the still closed holes. As with what happened before, the creatures shrieked and galloped away.

Once they were gone Tree-Mane felt its body shake and shudder. The bleeding wound itched for a moment, yet it ignored it and turned back to its work. It moved to the next and last hole and quickly uncovered it. The first thing it found were dozens of glowing gold green spheres, the majority of which were still alive. Its branches were like blackened blurs as they moved sphere after sphere to search for those still among the living. It heard the eerily clicking sounds of the creatures approach coming from all around.

They came like a swarm this time, dozens of them moving out of every cave and crevice in the ravine. Tree-Mane quickly found what few living spheres remained and put them into its saddle bags. Yet it halted at the last sphere, this one far more golden than the others with a splash of rainbow colors in its center. The slender pony was even more careful with this one, for it was far more important than all the others. Not even Light-Bringer had managed to find one in the masses he had procured earlier.

It was placed into his bags with care before they were sealed tight. Tree-Mane felt a brief moment of happiness as it realized that soon they would return. Perhaps then, its home could be healed of the ancient scars which plague it. However such thoughts could wait. So with a shake of its head its long branches moved once more. This time they twisted and folded around the bags to act as a wooden defensive barrier. That done Tree-Mane turned to the oncoming swarm fearlessly. It reared up on its hind legs and then dropped down on the first of the creatures, crushing it beneath its weight.

However that did little to deter the others. They moved like a blight, attacking the slender pony viciously and without relent. Their sharpened hooves ripped and tore at Tree-Mane's pale wooden body. While others started to attack at its blackened branches. It twitched and bucked at a creature behind it. The creature was crushed into the back wall and yet still more attacked. It felt its branches creak and ache against the onslaught, yet they held and protected its cargo. Tree-Mane felt its body ache, its branches were near to breaking, and its body covered in its own blood.

It knew that it needed to escape from this place or die. More still, its cargo had to survive if there was ever to be hope for its home to be healed. It could be broken, beaten, battered, and bruised, but so long as the spheres survived it would not care. Their tiny and insignificant lives were worth a million of its own. It could not allow them to die now, not after so many eons alone in these horrid caves!

It was with that thought that the slender pony was filled with renewed vigor as well as something more. The pale slender pony felt its body shake, and then something sprouted from its wounded head. The creatures attack didn't pause their assault, and the slender pony was forced to attack with its forelimbs. Yet it lunged forward, its head ramming into a creature and lifting it into the air. The Tree-Mane then twisted its neck to toss the creature into its fellows and reveal what had grown.

It was twisted and gnarled, a long sharpened branch which jutted from its head like a unicorns horn.

Using its new horn, Tree-Mane began to stab and slice into several creatures. However just as its forelimbs had been the implement was sorely lacking against the hordes of creatures. Numerous wounds bleeding blackened sap like blood were opened across its pale slender body. Realizing that it could not take much more of this abuse, Tree-Mane quickly began to think of a new course of action. So the slender pony quickly ducked down and jumped forward. Its body landed atop several of the creatures and crushed them beneath its great weight.

A sufficient amount of room created, Tree-Mane galloped forward and trampled more of the creatures. He then lowered his head and used his new horn to impale anything in his way. Its hooves crushed any while its back branches protected the spheres. The silent slender pony made his way through the masses of creatures. They gave horrid shrieks as they died, their fellows attacking more fiercely with each who died. Although tired, Tree-Mane knew had to get back to Faust with the cargo it had procured. Spotting a tunnel to the side the pale pony lunged in that direction.

The creatures followed him en-mass, horrid sounds echoing throughout the cavernous ravine. More seemed to come as if called, and yet Tree-Mane concentrated only on escape. It only hoped that the masses weren't filling the tunnel as well, for it wasn't sure it could take another prolonged battle as it was. Its cargo also couldn't take much more of this, its branches only offered so much protection after all. With a twitch Tree-Mane lowered its head and galloped up the ancient tunnel. Its horn impaled a creature here or there as it continued its ascent.

The creatures behind it shrieked shrilly as they followed. They clearly did not want it to escape with its cargo. However it truly did not care for what they wanted as it soon saw a bit of brightness at the end of the tunnel. It wasn't light, so it likely wasn't shock valley, yet it also couldn't be the black forest. Wherever it was, Tree-Mane knew that it would be preferable to being in these forsaken tunnels. It moved faster and faster, the creatures swarmed behind it. They pushed and climbed over one another in an attempt to reach it first.

The moment it got to the mouth of the cave Tree-Mane felt a sudden pulse and jumped forward. With a burst from between its branches, a golden dust was loosed within the narrow tunnel. It was with a horrible shriek that the creatures fell back on one another. They turned and pushed and shoved against one another in an attempt to escape. Tree-Mane paused at the mouth of the cave to watch the leave. Once they had recessed into the depths of the tunnel, the slender pony wandered out into an ancient village.

The pale pony wandered forth, its wounds tingling as they were healed by the golden dust. The blackened horn on its head receded as well, leaving him completely pale once more. Tree-Mane turned its head from side to side to loosen its neck. It then looked to either side and trotted through the ancient village. It knew this place, it was where Faust's former subjects lived in ages passed. Back before they had so foolishly ruined dream valley. The slender pony felt rage build within it. The memories of the horrors that they had caused echoed in its mind.

It quickly shook its head to rid itself of the feelings of anger welling within it. It needed to focus on returning to Faust and giving her its cargo. However, it also knew Faust would have sealed the tower by now. It would need to figure out another way into the tower. The only one it knew would be open was in the city of the sea-ponies, but there was one other it could think of. Unfortunately it would be much more irritating to go through than the closed ways inside.

Looking around for a moment to ensure the creatures weren't around, Tree-Mane went over to an ancient well and slipped inside. It placed its hooves against the sides and slid down to the bottom where it opened up into a large open tunnel. The tunnel had fared quite well over the many millenia, with little visible wear and tear present. Satisfied with the size and condition of the tunnel, Tree-Mane made its way down through its tunnels. It only hoped that Faust would be able to help the little spheres come into life, and maybe help their home as well...


TBC...

WARNING: PLEASE READ AUTHORS NOTE :WARNING

Author's Note:

Hello every one, I'm sorry this chapter is a little late, it took me a while to motivate myself into writing it though I had it planned out for a while. First of all, yes, that is actually how Surprise got to Dream Valley, she brought Spike home after finding him floating around, though why he was in the balloon was never explained, I put my own spin on things. Anyways that is not the point, I was wondering if you would like a chapter for Faust to 'tell stories' about some of the Gen-1 ponies. Most of them will be based after their 'Back Cards' just like Surprises was. If you'd prefer I just move on with the main story instead I can do that, but if you'd rather 'get to know' some of the gen-1 ponies a little better, I'll start with Cotton Candy's story next chapter and then move on to several others. Either way, thanks for reading the alert and catch you next time!