• Published 5th Feb 2013
  • 19,879 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 Necronomicon Pt2

The Necronomicon

Part 2: Devourer Unleashed


Within the snow covered hall of Faust's tower. The 'grave' of both the beast of shadows and flame as well as Lightbringer. A dark tendril of black magic suddenly shifted and twisted around. The shifting mass twisted and turned in the air for a moment before swirling around. It created a vortex, pulling snow and ice into its center. Bones and pieces of the fallen dead collected into a skeletal being. The skeletal being was shaped like a pony, all bone and ice with no flesh or muscle.

The skeletal creature let out a groan and began to trot forward. Its bony body was made of jagged curves of ice covered bones. A series of glowing blue runes visible along each bone. A heart of black ice formed in the center of its chest within its ribcage. A single ball of light forms in its skull, glowing cool a icy blue. The dark energy continues to twist and swirl around it, pulling bits of metal from the ground. The metal formed into a suit of eerie armor over-top the skeleton.

A series of spinal plates lined its back. A helmet shadowed most of its skull. A single blade horn rose from its forehead with a tiny skull at it's base and runes along the blade. An icy mist rose from a crest along its head in place of a mane. A blackened gorget formed around its neck and throat in thin segmented plates. A ram's skull seemed to make up its chest plate, the horns curving back enough to wrap around its shoulders. It wore armor over its legs and hooves that were made up of sharp blades and blackened metal. An icy mist trailed from its back end in place of a tail.

As the icy skele-pony marched forward, a few scraps of black cloth rose and wrapped around its neck. A single skull shaped broach rose and attached to the 'scarf' that formed. The skele-pony soon came to a stop and looked all around. Soon, a ghostly haunted voice echoed from the shadows of its helm.

"Where... am... I..." the eerie voice echoed. A hoof rose to its helm as it tried to remember, as it tried to make sense of what had happened. But only confusion came to it as the memories made no sense. It then looked up as the familiar ebony energy began to swirl over him. The ebony energy that had formed him then seemed to seep into his very bones, staining them a dark onyx color. The skele-pony shook and quivered as it happened, a corruption consuming all that it was.

Soon the shaking and quivering came to a sudden halt. The skele-pony raised its legs and slowly stood back up. Its single eye gazed forward. A voice echoed in its mind and it trudged forward. Its movements were slow and jerking, as if it were fighting against itself. Yet still, the skele-pony continued to march forward without more than a moments pause. It trudged forward, following a heated trail left by a certain old 'war-horse'...


Tree Mane stealthily stalked the silent sewers. It glanced here and there as it did to make certain nothing was waiting for it. The ancient sewers felt old, but not quite as old as it was. It had never had a reason to enter them before now. It honestly wished it had never had a reason to enter in the first place. Memories of the past were prominent within the ancient catacombs. Memories that were best left forgotten and buried.

It remembered the event that created it.

It could vaguely recall a life before. A life where it wasn't the monster it was now. It wasn't sure if it had been a pony or a tree first, only that it had existed before. Sometimes it believed it had been a spirit, one bound to nature that was twisted. But regardless, its original shape no longer mattered. But the memories of what had happened to that original form, they screamed to the surface.

The day it all changed had been a horrible one. It had been a short time after Mort rose to prominence as an Alicorn of Death. The pegasi and unicorns attacked the flutter ponies and brought about a great storm. A spell-storm, a wild and untamed mass of raw untamed magic that twisted and changed everything in its path. Plants, animals, ponies, even the very land itself, nothing was safe from the storm. Faust returned when the storm was at its worst and put a stop to it herself.

Furious with the dealings of her ponies, she banished them from Dream Valley just as Mort had been. She locked herself in her tower and stayed within it for decades if not centuries.

It knew little of what became of the ponies afterwards. Though it seemed they had managed to get by. All it knew was that a few managed to retreat into the forest under cloak of darkness. They refused to leave, they refused to go, and so they tried to live in the black forest. Its home. It was young then, it remembered anger and hatred for those foolish ponies actions. The land was in such pain, torn apart and changed into something twisted.

It was no better. It too was twisted and changed into the thing it was now by the Spell Storm. An eternal guardian to a dead land. A monster at its best and worst. But the memories echoed in the silence. Some of the ponies tried to return to Dream Valley, decades later of course. They had hoped that Faust would forgive them their foalish actions. While it was possible that 'she' might... it was clear that 'it' would not.

Much like the gryphons who came millennia later, the ponies were taken. Some merely vanished into the dark never to be seen or heard from again. Some were burned in fires they tried to set up to flush it out. Some were impaled upon the branches of trees they tried to cut down. Some were driven to raving madness and attacked their fellows. Ultimately, when all was said and done, none had survived. Tree Mane had then gone to rest, and slept as a tree for many many years...

Then those gryphons had shown up. Tree Mane was awoken by the feeling of the trees dying unnaturally. It had felt such rage as they defiled its home. It had then done to them, what it did to the ponies before them. They too vanished, but this time it had purpose for one. It left Dream Valley for a short time, leaving a gryphon in the gryphon lands, half starved and all mad. He had warned the gryphons, and perhaps the ponies as well, not to enter the black forest, for that was its home.

Then it took him back.

Tree-Mane's memories halted and the monstrous creature turned down a corner. He spotted what could only be a drainage pipe and approached it. It glanced around for a time before one of its limbs shot out and turned a crank. The ancient crank turned with a low grind and a gate opened. Tree Mane looked to the gate, then to his long branch like limbs. Using them would make it too tall to walk through. So it lowered itself and folded its legs protectively over its saddlebags.

It made its way through the gate and into a long tunnel. The eerie white being continued to traverse the depths of the catacombs. It started to notice odd things flashing here or there. It halted and approached one of the flashing objects and found a Spectra Sphere. Two of its branches reached out and picked up the sphere. It brought it close and turned it in all directions to examine it. Spectra Spheres or 'Light Orbs' were an ancient construct.

They were primarily used in subterranean areas because they gave a steady stream of light unlike a flickering flame. The Tree Mane idly looked at the sphere, then turned to the wall. It noticed ancient markings which denoted directions. Ancient ponies used them to navigate the labyrinthine tunnels of the catacombs beneath Faust's tower. The markings were alien to Tree Mane. While it knew what they were for, it could not read them itself.

The Light Orb however was useful in other ways. It did not 'see' in the same way that ponies did. Not did it see in the way that Mortis the Black did. Its method of sight was nigh unexplainable even to it. Truly, it did not have the words to really express how it could see. However it could also feel, and as it continued through the tunnels it felt something new. It felt almost like more ponies first and foremost.

Tree Mane felt a quiet rage build before it felt something familiar. The sense was not unlike that of two fillies Faust had protected once upon a time. One had liked it, the other had feared it. The one that feared it feared spiders because of its appearance. It personally tolerated them because they were Faust's. It would not take what belonged to the ancient mare. Tree Mane absorbed the feelings of these new ponies then halted.

It felt something far worse than new ponies. It felt the undead and something more odious. Tree Mane's head tilted from side to side. Its extra branches lunged out and lifted it up into the air. The feeling was so similar to what it had felt in those ancient days. It moved quickly down the tunnels, towards a doorway that would lead inside of the Tower. It would not allow such creatures to exist. Nor would it allow them to destroy what belonged to Faust...


The Eerie Tree rested within the library of the Grand Archives. The enormous and horrid undead tree stood as a true testament to the power of the Necronomicon ex Mortis. Yet on the uppermost floor of the library, one of the shelves shifted. It then moved back and to the side and allowed three ponies inside of the library. Twilight padded out first, an annoyed frown on her muzzle. 'We were going down, how did we end up going up?' the lavender mare inwardly demanded. She was still very irked by the nonsense of the tower.

Rainbow trailed behind the lavender unicorn with a grin. A pair of thick 'Skid Boots' wrapped around her forward and rear cannons. The mare had an excited look across her face. Trailing behind and entering the library last was Applejack. The orange apple mare was wearing a set of metal skid boots, similar to Rainbow's yet much heavier. The orange mare wore silver horseshoes as well, just in case.

Quietly, Twilight slowly approached the railing of the library and surveyed the situation. Her eyes scanned the tree filled room with great caution and no small amount of worry. The tree was worrying, but for the moment it was the 'Carrion Crows' that would pose the greater threat. She also saw the book, perched high and protected by the branches of the eerie tree. What the tree really was danced in her mind. Her eyes were drawn to the horrible cages. The same cages which trapped lost souls. Souls that once belonged to ponies so very long ago.

The little lavender mare quickly shook her head of such thoughts. It would only make her feel bad if she thought about those cages. That is why she hadn't mentioned anything to Rainbow or Applejack. She found it hard enough to cope with what those were. She didn't want to burden her friends as well. She inhaled a calming breath and tried to take her mind off of the tree. 'Don't think about it Twilight, just don't think about it,' she told herself inwardly.

"Jeez Twi, what's taking you so long?" Rainbow grumbled from behind the lavender unicorn. "We're supposed to be attacking that thing remember," the prismatic pegasus stated with a grin. Twilight merely rolled her eyes and then glared at the tree and Carrion Crows.

"Actually Rainbow, Faust only wants us to draw the Necronomicon's attention, we don't need to attack anything, just keep it busy," the little lavender unicorn reminded her friend pointedly. The cyan mare scoffed and waved a hoof with a smirk. On her forelimbs and hind limbs she was now wearing sets of Splint Boots. The light armor would be good for the pegasus considering her usual speeds. The boots protected her front and rear cannons, with simple black hoof boots fitted over her hooves.

"Yeah yeah, I'll keep those bird brains nice and distracted for her," Rainbow stated, "I'm just itching to put these babies to work!" she declared with a grin. She then opened a wing and spread her primaries, revealing shapened silver feathers between them. "I don't know where Faust got actual wing-blades, but they are awesome!" the prismatic pegasus gushed. Twilight frowned for a moment and looked at Rainbow with a flat expression. She knew that her friend wasn't the most well informed mare, but even she should've realized Faust's age was a factor in having those old weapons.

"Considering her age, I'd assume they're from when they still made them," the little lavender unicorn stated flatly. Rainbow blinked and tapped her chin for a moment. She then silently shrugged her shoulders. She could admit that Twilight had a good point after all.

"Would y'all hush up," Applejack hissed as she came up behind the two. Much like Rainbow she had been given Splint and Hoof Boots. Though unlike Rainbow's she had been given some made of a light albeit durable metal. "Ah don' know 'bout you two, but personally ah don' like the idea a getting caught," the orange apple mare grumbled. Twilight inclined her head, agreeing with her friend. They really did need to be a bit quieter. Rainbow however rolled her eyes and shot her friend a look.

"Jeez AJ, calm down," the cyan mare grumbled with a shake of her head. She honestly didn't see what the big deal was. Yeah, she knew that things were more than a little dire. But Faust had a plan, and it wasn't like they hadn't dealt with crazy situations before.

"Rainbow Applejack is just being cautious," Twilight stated with a frown, "and you could stand to be just a little more careful yourself," she noted sternly. The cyan mare in question merely rolled her eyes and then glanced into the tree branches. The Carrion Crows were perched upon the eerie tree's many branches. Strangely, the birds did nothing but rest on their perches. Not moving or watching for anything.

"Twi, those bird brains aren't even watching for us or anything," the speedy pegasus stated with a roll of her eyes. Twilight mentally groaned and shot her friend a look.

"They aren't watching for us because they don't expect us," the little lavender mare reminded the pegasus, "and personally I'd like to keep it that way."

"You an' me both," Applejack muttered in agreement. With that Twilight proceeded to slowly move off to the side. She was followed closely by Applejack with Rainbow trailing behind them. The cyan mare rolled her eyes but remained silent as she followed her friends.

"Hey Twi, where is Faust at?" Rainbow questioned with a frown, "I thought she was gonna be here."

"She's sneaking in using the Golden Horseshoes to remain invisible," Twilight replied simply.

"Okay, then why are we doing most of the leg work?" the pegasus questioned with a frown. She honestly didn't mind, but she was curious. Faust had fought the undead before, so it seemed a little silly for her to be using them as a distraction.

"Maybe cause she don' wanna fight an army of the undead for hours when she could just grab that dern book. Not to mention it'd be no better iff'n the princesses tried to go after it instead it," Applejack grumbled. Rainbow idly inclined her head at the explanation, it made sense after all. The cyan mare then glanced back and noticed the door out of the library closed itself off.

"Looks like the secret passage is closed," the prismatic pegasus noted aloud.

"Good, we don't need that book sending an army after the princesses," Twilight replied.

"Not ta mention Rarity an' the others," Applejack added.

"I still don't know why we couldn't bring Pinkie," Rainbow grumbled, then looked to Twilight with a frown, "isn't she like an expert on these things or something?" The purple unicorn merely let out a sigh and shook her head at her friend's question.

"In theory she is, but not in practical application," the little lavender unicorn replied. Rainbow blinked and scratched her head, then looked to AJ with a raised brow.

"She means Pinkie only knows 'bout 'em, she ain't never fought 'em before," the orange apple mare began, then tapped her chin with a hoof. She then smirked as a perfect example came to mind. "It's kinda like how Faust tried to teach you 'at one trick, you know how ta do it, but 'at don' mean you can do it," the orange apple mare explained. Rainbow frowned, but nodded her head in understanding all the same. It did make a lot of sense in a certain way. The three fell silent as they slowly slunk around the upper floor of the library, soon approaching the stairway to the next floor down.

Twilight slowed and then looked towards the Necronomicon as they approached the stairs. The book gave off slow and steady pulsations. She idly noted that they came about every couple of moments. The slow and steady pulses reminded the little lavender mare of a heartbeat. However, she was almost positive this 'thing' taking the shape of a book had no heart to speak of. 'And it doesn't even deserve to be called a book either. Books give us knowledge, books are windows to other worlds, that thing is a monster, plain and simple,' the purple unicorn thought with a frown.

"So what now?" Rainbow questioned quietly. Twilight frowned for a moment and then glanced to the carrion crows around the room. They weren't particularly alert of course, but the sight of several books off to the side flying alerted her that Faust was preparing to make her move.

'She's probably going to use the books as stepping stones to approach the Necronomicon from behind. I assume that she isn't just making platforms to either conserve her magic, or because the Necronomicon would notice it. The levitation spell is a basic one and uses little magic, her charm variation even less. The likelihood of it noticing her is slim this way. But if the Carrion Crows notice those books then they'll start tearing them apart. She needs us to distract them from that,' the little lavender mare realized.

"Me and AJ will continue heading down towards the ground floor. You can fly up and distract the Carrion Crows now," the little lavender mare finally replied. The cyan pegasus grinned and gave a quick salute before shooting up into the air. The speedy mare then kicked off of a book shelf and towards the crows with a burst of speed. The speedy pegasus shot passed and startled the carion crows. With a laugh the mare turned in mid air and stuck her tongue out at the birds.

"Yo bird brains, catch me if you can!" she crowed and quickly shot off. The crows cawed and flapped their wings to take off. As a group the birds chased after the speedy pegasus while her friends quietly continued to travel down towards the ground. Applejack took a moment to watch her friend dodge and evade the birds. She then looked to Twilight with a worried frown.

"You think Rainbow 'll be okay?" the orange apple mare questioned worriedly. She knew Rainbow was fast, there was no chance of the birds actually catching up to her. But she wondered if Rainbow's stamina would be enough considering the birds were undead and likely didn't tire.

"She should be assuming she doesn't do anything reckless like try an indoor sonic rainboom," Twilight replied. Applejack snorted and barely held back a snicker. The two mares then continued on their trip down towards the bottom floor of the tower's library.

Above them, Rainbow whooped as she twisted around a Carrion Crow. The birds squawked as she then bucked them to the side and laughed. "Oh c'mon, you guys are pathetic!" Rainbow crowed mockingly. She then twisted in the air and spun around three of the Carrion Crows before swinging a wing. The silver wing-blades she wore sliced through the birds in a shallow cut, but it was still enough to destroy them.

Blowing a breath into her bangs, Rainbow shook her head in disappointment. She'd honestly expected a little more from the Necronomicon's forces after all. If these crows were really the best it had left, then this was going to be painfully easy. With that thought in mind the mare crossed her forelimbs and glared at the Necronomicon. The book turned in midair to glare right back at the spunky pegasus. A moment later it started to glow and sent out a pulse of necrotic magic.

Down below, Twilight and Applejack had just reached the bottom floor when the pulse passed over them. "Uh, what was 'at?" Applejack questioned warily. The orange apple mare then looked to Twilight expectantly. The little lavender unicorn blinked and then frowned.

"It was another magical pulse," the purple pony replied. Mere moments later the pony shaped cages began to glow. Twilight watched warily as smaller pulses of magic came off of the cages. 'I've got a really bad feeling about this,' the mare thought to herself. Strings of light began to reach out of the cages and sank into the ground. Twilight and Applejack could only watch as the ground shook and bony hooves started to reach out of the ground.

"Uh, Twi, I think we aught a move 'fore somethin' grabs us," Applejack insisted as the ground beneath their hooves began to shake and quiver. The little lavender mare needed no other coaxing as she and the orange cow-pony lynged to the side. The ground where they had been bulged outwards a moment later. Out of the ground came a skeletal pony, its body covered in bony armor. The creature let loose a sudden howl and even more skeletons began to rise.

Unlike the 'skull knight' these skeleponies were simple with only slight variation due to race. The unicorns wore light armor and carried bows and arrows. The earth ponies wore heavy armor and lumbered forward slowly. Finally the pegasi looked to have blades grafted into their armor and wing bones for cutting and slashing. The pegasi and earth pony skeletons approached both Applejack and Twilight. Meanwhile, the unicorns were coated in eerie black magic.

As one the unicorn skeleponies aimed their bows upwards. Looking from the skeleponies to their target Twilight mentally grimaced. Rainbow Dash was nearly gaping as she saw what the book had summoned this time. Thus was distracted from more imminent danger. "Rainbow look out!" the little lavender mare cried loudly. The cyan speedster looked down and yelped as an arrow nearly impaled her.

The cyan mare cursed under her breath and zipped away as the Carrion Crows gave pursuit. The mare yelped as she now had to dodge a hail of arrows while also evading the crows behind her. 'I just had to egg the stupid book on,' the mare thought with a scowl. While it wasn't the first time her over-confidence had gotten her in trouble, it was certainly one of the more memorable.

Down below Twilight yelped and jumped to the side as one of the skeleponies came at her. Applejack merely twisted around and bucked them in the head. The skeleponies head was sent flying back into two of its cohorts. The orange cow-pony smirked for a moment, before gaping as the bony undead started to piece themselves back together. "Well buck, how do we stop these things?" the cow pony all but demanded.

"I'll let you know when I figure something out," Twilight replied distractedly. She then quickly formed a shield around herself to stop the oncoming Skeleponies. Breathing a quick sigh of relief the little lavender mare considered their options. 'Okay, Skeleponies are faster than Zomponies, and can piece themselves back together after a solid hit. However they seem brittle, and I'll bet that with enough damage they'd break,' the purple unicorn mused inwardly.

"I don' mean ta rush ya Twi," Applejack began as she bucked a skelepony into its fellows. She then turned on her hooves and brought her forehoof to the skull of another. Letting out a quick breath the orange apple mare lunged towards her friend while taking out as many of the skeleponies as she could. "But could ya maybe figure it out just a bit faster!" Applejack pleaded as she jumped over a skelepony and bucked it away.

"I would but these things are surrounding us too quickly," Twilight replied tersely. It was then that she had a sudden flash of inspiration and quickly turned to Applejack. "AJ get over here!" she shouted. The orange apple mare offered no resistance as she rushed over to her friend. Twilight quickly dispelled her shield then formed it around Applejack as well. Once finished the cow pony gave a sigh of relief.

"Well thank ya Twi, but what do we do 'bout Rainbow?" the orange apple mare questioned with a glance to their friend. Twilight also looked up to see the cyan speedster barely evading the Carrion Crows and arrows. However the little lavender mare took a breath and closed her eyes.

"I have an idea to at least give us some room, once I do that I'll try to take out as many of the arrow-skeleponies as I can but I'll need you to defend me as I do," the little lavender mare stated. Applejack mutely nodded her head and watched her friend close her eyes. "Okay, here goes everything," the little lavender unicorn whispered. Her horn gave off a glow of energy before her shield suddenly expanded and shot the bony skeleponies around them flying in all directions.

Once that was done the shield quickly went down and Twilight concentrated her magic to her horn again. She aimed her horn at the arrow-skeleponies and then fired several rapid bursts of magic. The bursts slammed into the skeleponies with surprising force, knocking them apart with singular hits. As she did, Applejack reached beneath her hat and pulled out her lasso. Moving quickly the mare roped a nearby skelepony and twisted her neck to the side.

The skelepony was yanked to the side as well, smashing through several of its fellows. The cow pony grinned as she repeated this with another yank. The skelepony smashed even more of his fellows before falling apart itself. The orange apple mare pulled her lasso back and quickly bucked a skelepony as it came at her from the side. Letting out a breath the cow-pony looked up to check on Rainbow.

The cyan mare made a mental note to thank Twilight when this was over. She also made a note to never agitate a magical book ever again! With a snort the prismatic pegasus shot down away from the carrion crows and into the mass of skeleponies. The speedy mare narrowed her eyes and twisted in mid air, slicing through several skeleponies with her silver wing blades. She tore through a row of the skeleponies then quickly shot upwards into the air.

The skeleponies quickly regrouped and took aim, but Twilight pelted them with more magical bursts. 'I've really got to thank her later,' the prismatic pegasus decided. Shaking the thought from her mind, the cyan speedster shot into the distance with the Carrion Crows hot on her tail. She frowned as they followed her, then smirked as she shot towards the side of the library.

The cyan speedster quickly pulled up at the last second and then shot upwards. She looked back with a grin to see several of the crows slam beak first into the library wall. However she grunted as a few of them followed after her and the skeleponies regrouped enough to fire arrows once more. Moving around the arrows with blinding speed the prismatic pegasus glanced down to Twilight and Applejack.

The little lavender mare had erected another shield around her and their mutual friend. With a quick glance around, the speedy pegasus had to admit that things weren't good. The number of skeleponies was simply staggering. They outnumbered them at least twenty to one at this point. 'What I wouldn't give for some help about now,' Rainbow admitted to herself. As if in answer to the speedy pegasus wish the doors to the library suddenly gave a great shudder.

Moments later Spike busted through and unleashed a torrent of magnesium fueled fire onto the skeleponies. Soon after War-Helm and Nightmare burst into the room as well. The flaming war-pony reared back then gave a great whinny and lunged into the fray. Nightmare merely snorted and then gathered magic into the length of her horn. With a twist of her head the nocturnal alicorn sent out an arc of magic. The arc formed into a blade which tore through the mass of skeleponies with ease.

"Is that Nightmare Moon!" Rainbow gaped in awe at the sight of the mare of the moon. How and why the mare was there was any ponies guess. She just hoped that it wasn't Luna having another tantrum. Shaking her head of such thoughts the prismatic pegasus turned as the Carrion Crows flew at her. Quickly evading the birds the mare felt a growl echo in her throat. 'I'll think about that later, right now I've got some birds to deal with,' the cyan speedster noted with a snort. She then lunged at the Carrion Crows, attacking them once more.

Spike let out a sudden roar, the force of which shot out like a hurricane. His roar alone knocked dozens of skeleponies over while Nightmare twisted her head to either side. Arcs and blades of magic were sent in all directions to deal with the ever mounting number of skeleponies. The massive magenta drake narrowed his eyes and then swung his tail. The enormous limb flailed to either side, crushing and smashing dozens of skeleponies under its weight.

The dragon couldn't hide the grin across his face if he tried.

"Spike!" Twilight called out as she blasted several more skeleponies. She and applejack approached the titanic beast while fending off skeleponies. Oddly, to them at least, Nightmare Moon lunged at several skeleponies near them and smashed them with her magic. The mare of the moon turned quickly to the two ponies.

"Make haste my ponies, the army of the dead shall not rest!" she declared and shot yet another arc of magic into the bony undead ranks. Twilight and Applejack were silent for a moment, before the orange apple mare looked to her lavender friend.

"Uh Twi, was that Nightmare Moon just now?" the orange apple mare questioned slowly. The purple pony in question silently nodded her head. "Good, 'least ah know ah ain't goin' crazy then," Applejack murmured quietly. Twilight merely nodded again with a wide eyed look on her face. A million questions were moving through her mind trying to make sense of how she was seeing Nightmare Moon. She and the other elements had defeated her after all.

"Would both of you be confused later," Spike demanded as he lifted a titanic arm. He then brought his hand down on top of a legion of skeleponies. "I think we have more pressing matters to attend to for the moment," the great drake snarled. The ponies yelped and quickly went back to work dealing with the skelepony horde. Twilight blasting them with magic while Applejack used her hooves and lasso. Above them all Rainbow was dealing with the Carrion Crows or dive bombing the skeleponies below her.

Meanwhile, War-Helm snorted a gout of flame and turned on his hooves. He twisted into a flaming spin that burned all the skeleponies in his path. He idly noted a lavender mare in silver armor but ignored her in favor of trampling the undead instead. Unlike the Zomponies these annoyances were fast, they also had more tenacity. War-Helm assumed it was due to their nature. Unlike the Zomponies who had muscles and organs and what not, the Skeleponies only needed to move.

The Necronomicon probably had to hold them together, but that granted greater control. These skeleponies didn't have the durability of a Zompony, but that hardly detracted from them. At least it would had he been a normal pony. But against a suit of living armor, these bony husks were little more than annoyances. As such he super heated his armor and gave a great whinny into the air. The war-pony lunged forward leaving a trail of fire burning behind him.

His body slammed through the bony nuisances that was the skelepony army. They fell and crumbled beneath him as easily as he would trample colts and fillies. The armored war-stallion slid to a halt and then snorted another gout of flame before twisted and turning into a flaming tornado. The twister of fire pulled several of the skeleponies into him and he burned the bones to ashes. Once a sufficient number were reduced to nothing he moved on to the next batch.

The tactics of allowing him and Spike to burn the bony nuisances soon proved highly effective. The skelepony army began to dwindle and fade against their combined might. War-Helm inwardly smirked as he saw the scorched remains of the skeleponies that had fallen before him. True, the dragon had dealt with more but he could pulverize them with sheer strength and muscle.

"We're winning," Nightmare noted then grinned, "ha ha! That blasted book shall soon know true fear once I rip it asunder to avenge the elder!" the mare of the moon crowed. Twilight and Applejack exchanged confused looks for a moment. They then glanced to Spike for an explanation. The elder dragon groaned and brought a hand to his face.

"You remember Light-Bringer?" he questioned and the ponies nodded.

"Yeah, and speaking of which where did he get off ta?" Applejack questioned with a scratch of her head. Spike looked down at them pensively for a moment before letting out a sigh.

"Lets just say it's only thanks to him that we got here so fast," the dragon intoned seriously. The tone of his voice brokered no argument, and Twilight easily understood the unsaid message. Her eyes widened for a moment, then she turned back to the skeleponies. Applejack also realized what he meant and bowed her head for a moment. Her moment done the orange apple mare snorted and glared up at the Necronomicon.

"Twilight I mean no disrespect for Books, but I'm tearin' that thing ta pieces," the cow-pony stated seriously. Twilight scoffed and narrowed her eyes.

"Get in line AJ, and for the record that thing is no book. Books give us knowledge or let us explore new worlds and ideas," the little lavender unicorn stated with a nod. She then scowled and glared up at where the Necronomicon was perched with barely restrained disgust. "That thing up there isn't a book at all, all it gives or causes is pain and suffering," the purple pony intoned with a deep frown. Applejack mutely nodded her head then turned back to dealing with the few remaining skeleponies.

Nightmare twisted her head and sent arc after arc of magic screaming through the skeleponies. They were ripped apart and torn to pieces. The ebony mare of the moon soon found herself standing across from the skull knight. The massive beast was unlike the other skeleponies. It bore the skull of a ram hollowed out and made into a helmet with two curved horns at the sides of its head. Yet it also had wings with blades grafted to its sides, as well as bony spikes along its armor.

'This beast differs greatly from the rest,' Nightmare noted with a frown. She slowly circled around the Skull-Knight. However the odd skelepony twisted its head to either side and let out a howl. The piercing sound caused Nightmare to grit her teeth and fold her ears back. The Skull-Knight lunged forward a moment later. Nightmare quickly changed into a mist as it swung a bladed wing at her. Reforming behind it, the mare of the moon bucked the Skull-Knight away.

A smirk crossed the ebony alicorn's muzzle as she watched the Skull-Knight rise back up. It shook its head and let loose another piercing howl before lunging at Nightmare once more. The ebony mare of the moon smirked and changed into a mist to pass through it. However as she reformed the Skull-Knight turned and slashed at her with it's blades with blinding speed. The ebony alicorn cursed and jumped back. She then brought a hoof to her chest plate ware a large gash was left in the wake of the Skull-Knight's bladed wings.

A snarl crossed the ebony alicorn's muzzle as she gathered magic to her horn. "Thou art impressive, but thy power pales in comparison to that of the Queen of the Night!" the mare of the moon declare. With a twist of her neck the mare sent out an arc of magic towards the Skull-Knight. The spiked skelepony was knocked back by the force of the arc and its bones were quickly scattered across the ground.

The ebony alicorn took a breath and swooned as the Skull-Knight was felled. The mare of the moon groaned and shook her head. Her body felt strangely heavy, her magic was draining her more than it used to. 'Something is wrong,' she noted inwardly. A glance at her body showed the color draining from both her Cutie-Mark and armor. Her eyes widened as she remembered what had happened to that 'Daring' pony. 'I'm fading,' she realized.

The ebony alicorn grunted and pushed her way up to her hooves. She shook her head only to turn at a rattling sound. The bones of the Skull-Knight shook and began to rise up. They pieced themselves back together until the Skull-Knight stood once more. Its bladed wings were broken and useless so it threw the useless wings away. Letting loose a howl the Skull-Knight lowered its head and lunged at Nightmare.

Before the Skull-Knight could ram into the weakened mare abeam of magic slammed into it's side and sent it flying. Twilight let out a breath and trotted over to Nightmare. She instantly noticed how the ebony alicorn looked. 'She's from the Land of Legends like Daring was,' the little lavender pony realized. 'So then this would be the 'Nightmare Night' version of Nightmare Moon,' she thought to herself.

"Th-thank thee, star pony," Nightmare stated weakly while staring at Twilight's chest plate. "Were it only we had the strength, we would offer the a boon," the midnight alicorn slurred. Twilight frowned for a moment, then channeled her magic and helped the ebony alicorn back onto her hooves. Turning away from the ebony alicorn, Twilight noted that the ranks of the skeleponies were starting to thin.

'That Skull-Knight was probably their leader,' the mare mused to herself, 'with him gone they are reduced to fighting blind.' That thought in mind, Twilight looked to Applejack who had her lasso around a skelepony and was using it like a flail. She twisted her head to either side, flicking the skelepony into its fellows. Meanwhile above them Rainbow Dash continued to draw the attention of the Carrion Crows and dive bombed the skeleponies below.

'At this rate the Necronomicon's army should be dealt with in record time,' the purple pony noted inwardly. Nightmare suddenly groaned at her side, nearly falling onto her from fatigue. Twilight looked to the ebony alicorn with worry. While Nightmare moon had been her first real enemy, this wasn't that mare. With that in mind, Twilight created a shield around herself and Nightmare to keep the skeleponies out.

Nearby, War-Helm snorted and looked for more skeleponies. The ranks had been thinned greatly since their timely arrival. Less than a dozen or so remained and they were quickly being dealt with. Soon they could move on to deal with the Necronomicon itself. Then he could concentrate on more important...

War-Helm's thought's were interrupted by a sudden chill and he was sent flying to the side. His body bounced across the floor twice before landing in a heap. His already damaged armor was even worse off now. While not crippled his wings felt bent and crooked. Several other plates were also bent or dented inwards. With a shake of his head War-Helm got up and glared at his attacker. Needless to say he was surprised by what he saw.

A skelepony in blackened armor that was eerily familiar and seemed like it had been shattered then pieced back together. Unlike the rest it had icy vapor for a mane and tail. The bones that made up its body had been stained black with glowing blue runes. Ice covered each of it's bones and formed into a shell around a black icy heart. The skull shaped broach and tattered black scarf were the clincher.

'Light-Bringer,' the flaming war-pony noted to himself. He let out a snort of fire and pushed his way back up to his hooves. His eyes trailed from the bony undead back to where the Necronomicon was perched. The evil book looked almost pleased as his furious gaze fell upon it. 'The book brought him back,' one of the inner voices within War-Helm realized. With a snort, War-Helm twisted his helm on his neck and scuffed his hoof across the floor.

The icy skelepony paid him no heed. It seemed unfocused and lacked the intelligence of Light-Bringer. It shuffled forth in a jerking manor. It was almost as if its body protested against each movement forward that it took. Twilight turned to War-Helm for only a moment. However when she saw the icy skelepony her eyes widened. "Dear sweet Celestia," the little lavender mare whispered upon seeing the icy skelepony. Spike snorted and scowled at the sight of the creature.

"Why am I not surprised that blasted book wont let the dead rest," he muttered darkly. The great beast then cracked his knuckles and looked to a shocked Nightmare. "How you holding up down there blackie?" the magenta dragon questioned. The weakened mare of the moon was silent for a moment before shaking her head and glaring at the Necronomicon.

"We feel as though yon book hath existed for far far too long!" the ebony mare snarled weakly. The drake honestly couldn't agree with the mare more if he tried. The Necronomicon gave out another pulse, Spike grunting as the necromatic magic washed over him. Narrowing his eyes the great drake snorted a haze of smoke as a black tornado rose up around the eerie tree. The tornado picked up the bones of the scattered Skelepony army.

Soon enough the bones began to piece themselves together into a new form. Spike mentally groaned as it seemed that the accursed book just wouldn't give up. The ponies gave a shriek as the tornado started to pull them in. Spike narrowed his eyes and quickly caught them in one of his wings. He also grabbed Rainbow dash in one claw and held her in his wings as well. Looking back to the reanimated Light-Bringer, Spike noticed he was rooted to the floor with ice.

'Clever, though I wonder how much was him and how much was the book,' the magenta dragon noted to himself with a frown. He then glanced at War-Helm, the iron armored pony was struggling to stay rooted to the ground. Rolling his eyes the magenta dragon grabbed him as well. The tiny war-stallion glared at him but was ignored as the great beast turned back to the swirling tornado of necrotic magic.

'Just what is that blasted book up to this time?' the magenta drake wondered with a scowl. Soon the tornado began to slow, a great dragon of bone replacing it. 'Oh great, this guy again,' the titanic dragon noted with a frown. The skeletal dragon let out a low shrieking roar. Spike snorted a bit of smoke and lowered the ponies to one of the floors of the library. "I'd suggest finding someplace out of the way, this is about to get ugly," the titanic entity ordered.

Twilight nodded and helped the weakened Nightmare to limp away weakly. Rainbow and Applejack looked to one another for a moment before following after the two. With the ponies out from under claw, Spike turned to the bony dragon while War-Helm faced off against Light-Bringer. 'Guess its time for round two bone head,' the magenta dragon noted with a roar. As one the two lunged at one another, Spike easily bowling the bony drake over.

Meanwhile, War-Helm stood across from Light Bringer. The flaming war pony let out a snort of fire and lunged at his enemy. The icy stallion tilted his head for a moment, and fast as lightning a wall of ice came up. The wall slammed into War-Helm's chin and knocked him flat on his back. The flaming war pony grunted and rolled back to his hooves. He idly brought a hoof to his chin and noted that it and most of his 'muzzle' had been knocked away to reveal the flames within.

The flaming war pony narrowed his eyes and dragged a hoof along the ground. His hooves superheated and began to glow bright white as he glared at the icy skelepony. The voices in his head, all of them, they demanded that the icy stallion be felled. Each for different reasons, but he wouldn't argue. With a whinny the flaming war pony galloped forward and aimed his horn at Light-Bringer.

The icy skelepony merely stood there and dozens of icy blades formed around him. The blades were then sent flying at a surprised War-Helm who dodged and weaved around them. A stray blade knocked him back and managed to cut a large gash in his side. His flames began to spill out of the new hole, but War-Helm shook his head and snarled. His eyes burned a bright and bloody crimson red as he glared at Light Bringer furiously.

'Just die already!' he thought furiously. The flaming war pony lunged forward yet again, however stopped and turned into a flaming maelstrom. The flames spun and protected his body from a surge of ice before he finally impacted with Light Bringer. However his momentum had been lessened by the icy waves of magic and barely caused the icy stallion to slide back at all. War-Helm grunted and rose back to his hooves to glare into the single eye of the icy skelepony.

War-Helm only idly noticed Spike tearing apart the bony dragon. In all honesty he didn't really care. As he looked into the eye of the skeletal pony he felt rage. Light Bringer was not his friend, had never been his friend. But he could at least respect him for his skill in battle. This thing before him, it wasn't Light Bringer anymore. There was a cold emptiness behind that icy eye. No trace of the skill, experience, or mind of the pony he once was.

War-Helm snorted a gout of flame, Light Bringer let out a low groan as an icy mist formed around him. The two ponies lunged at one another a moment later. War-Helm grunted as an icy blade sliced off his right forelimb. However he paid the icy skelepony back by burning off its left rear leg with a single flaming buck. The icy skelepony retaliated with a swing of his horn, slicing into War-Helm and nearly bisected him with his blade.

The flaming war pony grunted as more of his flames spilled forth. His eyes blazed with rage as he brought his left forelimb down on the icy skelepony. It was knocked down and he then lowered his head and tossed the icy skelepony away. The iron armored false alicorn felt his flames begin to cool as he glared at the icy stallion. Light Bringer merely rose back to his remaining hooves, standing unevenly and glaring at War-Helm.

As the did the Necronomicon watched the two try to kill one another with interest. The bone dragon and Spike also amused the ancient book. But the fight between ice and fire was far more entertaining. It proved ample distraction for Faust as she stalked towards the book from behind. 'That's right, just watch the two undead ponies try to kill one another,' the ancient alicorn thought as she approached.

Once she was close enough, the magic of the golden horseshoes faded to reveal the mare. She then pounced on the book from behind. Gritting her teeth she held it down and turned several of its pages before stopping at a list of names. The books eye swiveled wildly as the mare pressed her fore hooves down and yanked the pages out with her magic. The book gave a pained shriek as she held the pages to the side and then quickly closed the book.

However the Necronomicon struggled and fought against her to remain open. Grunting and struggling against the evil book, Faust held firm against it. The ivory alicorn grunted and then remembered a spell to close the book. 'The one good thing Mort did with this book was make a spell to pacify it,' the mare thought to herself. Thinking back on the spell for a moment, Faust took a breath.

"Klaatu..." she stated and the book began to shake even more wildly, "verata..." the book sudden shot up and smacked Faust in the chin. However the ivory alicorn merely shook her head and grasped the book firmly in her forelimbs. However she stopped when she realized that she had forgotten the last word. 'Oh buck me,' she thought to herself as the book pulled her to the side.

"Necktie," she tried only for the book to continue pulling her. "Nectar," her second try ended much the same as the first, only the book tried to throw her off of itself. "Noodle?" the mare questioned hopefully. Sadly this proved just as ineffective as the last few tries. She yelped as the book flew into the air and spun her around, however she continued to hold onto it. The book then slammed her into the base of the tree and dragged her along behind it as she tried to remember the spell...

As the ancient alicorn struggled against the evil book, Spike continued to brawl with the bone dragon. Much like before the titanic drake dominated the battle against the skeletal drake. He smashed his head into it with enough force to knock it back. While his head wasn't reinforced, it was still hard enough to do some damage. With a smirk, the great beast swung his body, slamming its tail into the side of the bone dragon and knocking it to the side.

Licking his lips, Spike let out a dark chuckle as he approached the bone dragon. Smoke rose from his nostrils a moment before he inhaled deeply. The bone dragon let out a hollow shriek and lunged at him. Yet it was a second too late as Spike unleashed a torrent of magnesium fueled fire onto it. Soon the bony dragon was reduced to nothing but soot and ash. With his opponent done, the great beast looked up in time to see Faust struggling with the Necronomicon.

'Well that isn't too surprising,' he admitted to himself with a shake of his head. The titanic drake then opened his claws and started to lift himself up towards the mare and evil book. However down below him another battle was still taking place. War-Helm and Light Bringer stood across from one another. The flaming war pony glared at where Spike was, then turned back to Light Bringer. The flaming war pony examined the icy stallion for a moment before narrowing his eyes on his black icy heart.

War-Helm grunted and tried to balance on his near decimated armored hooves. The armored skull that Light Bringer wore to protect the black heart would be hard to piece. He knew that much at least. However, he super heated his horn until it turned bright white and lowered his head. His worthless wing guards would be of use as War-Helm concentrated a stream of fire through them. They pushed his body forward like a rocket straight for Light Bringer.

The icy stallion reacted with great speed, creating an icy barrier between him and War-Helm. The flaming war pony plowed through the icy barrier with ease. Several piece of his armor were knocked off by the force of the blow. He ignored it and rammed into Light Bringer. The icy skelepony widened his single eye as War-Helm pierced his heart. However with the last of his strength he conjured icy blades that pierced through the iron armored war pony.

War-Helm's eyes widened as his flames streamed out of the armor. He began to shake, bursts of fire pouring from the many gaps and gashes in his armor. Light Bringer on the other hand began to freeze over, his ice spreading into War-Helm and the ground beneath them. A moment later, War-Helm's body burst into flames that shot straight into the air. The flames seemed to shift forming the head of a pony that whinnied loudly into the air.

A moment later, a ring of fire burst from the flaming pillar.

Spike cursed seeing the ring and opened his wings to block it from reaching Faust. Twilight created a barrier around herself, Nightmare and the others. Faust merely looked on as the flames spread and began to burn down the eerie tree. The mare grunted only to blink then bring a hoof to her forehead. "Oh right, that's it!" she noted and glared at the struggling Necronomicon.

"Klaatu verata nikto!" she cried out. The book gave a strangled cry, its pages gave off a sudden glow before it was sealed shut. The book struggled futilely against the spell in an attempt to break free. However its struggles were for naught. Nodding her head, Faust looked around for a moment then galloped to the side and jumped off of the tree and into the air. She opened her wings and landed on Spike's shoulder before tossing the pages she'd ripped from the Necronomicon into the flames.

"What're those?" Spike questioned as the pages began to burn.

"The Necronomicon gets its power from souls," Faust began while hiding behind one of his wings, "those pages held all the souls it captured over the millennia," she explained quickly. "In all honesty I've wanted to burn those pages for centuries, but I couldn't just open the book and let the Necronomicon unleash an army of the dead," the ancient alicorn admitted. Spike blinked and then turned to the pages warily as they burned in War-Helm's freed flames.

"So what happens when the pages are destroyed?" the great beast questioned warily. The ivory mare blinked and then shrugged her shoulders with a sheepish grin.

"Honestly, besides freeing the souls and thus rendering the book powerless, I have no idea," she admitted. The great beast grunted and brought a claw to his face. Not for the first time in his life he couldn't help but wonder why she did things like that. However his questions would have to wait as he turned to the pages. They gave off a brilliant light for a moment before a mass of white light blinded the titanic drake and spread across the library. However, he and the others still managed to hear the words of thousands whisper in the air...

'Thank you...'


War-Helm lay in pieces upon the floor, a transparent grey earth pony staring at his remains. Oddly, the pony had no symbol, his flank as blank as if he were a colt. 'It's all gone now,' the stallion thought as he looked to his transparent hooves. 'The hate, the rage, the fury, and even the power. It's all finally gone,' he continued and closed his eyes. 'So where do I go now?' he wondered to himself. However with a glance around he noticed the body of Light Bringer.

Looking down at it was a transparent white unicorn with a blade shaped horn and a sword wreathed in light for a symbol. His eyes were magenta and his mane silver grey. The unicorn stared at Light Bringer for a moment then shook his head. "It's been a long time coming," he noted with a slight smile. The strange stallion then turned away from the broken body and looked to the grey earth pony. "You know, I have to admit I'd never pictured you as an earth pony," the unicorn admitted.

"Whatever," the grey stallion replied tersely. The white stallion, whom he assumed to be the original Light Bringer, raised a brow.

"I meant no offense," the unicorn offered. The earth pony merely rolled his eyes and looked to the broken remains of War-Helm.

"It doesn't matter anymore, I'm not angry," the ashen pony stated honestly. Light Bringer raised a brow for a moment before a smile crossed his lips.

"So what do I call you exactly?" Light Bringer asked curiously. The grey pony looked to Light Bringer with a raised brow, clearly confused. "Well I assume that War-Helm wasn't you actual name... but if it was, then I'm sorry," the pale stallion replied amicably. The grey earth stallion merely looked away, into the vast white void they were within.

"What happened?" he questioned. Light bringer shook his head for a moment and then let a small smile cross his lips.

"Faust set us free," he replied then tapped his chin, "well every pony but you, you set yourself free," he admitted with a smirk. The grey earth stallion merely stared at the vast white. His eyes picked up numerous figures moving into the distance. He assumed that they were finally passing on. 'Good for them, now they can rest,' the grey stallion mused.

"So what happens to us now?" the grey earth stallion questioned. Light Bringer merely shrugged his shoulders.

"No idea, I've never really died before. Undeath maybe, but never true death," the pale pony replied. The grey earth stallion silently nodded and then turned away.

"Aren't you afraid, I assume that you've done horrible things," the grey earth pony whispered. Light Bringer merely nodded his head and then smirked.

"Death shouldn't be feared, to me, it is the last great adventure on a long road," the pale pony mused aloud. The grey stallion hummed and looked down. He was starting to vanish, as was Light Bringer. With that thought in mind the grey stallion closed his eyes and sighed.

"Flint," he finally said. Light Bringer turned to the dark pony with a raised brow. "My name, it was Flint a long time ago," he stated once more. Light Bringer merely nodded his head with a smirk. A moment later the light covered them and they vanished. Soon there was nothing left, only two suits of armor, both broken and torn apart...


In the depths of the tower, Lord Umbra slipped passed the final traps around the Smooze and picked up the jar that held it. The jar was larger than any he'd ever seen before, circular and with a cork stopper to keep the smooze held at bay. The shadowy sinisteed grinned as he held it in his hooves. Dozens of eyes seemed to blink within the jaw of eerie purple grey slime. However Lord Umbra ignored that and shot out of the room.

'I'll just let the Smooze loose and get back to Grogar for my reward,' he decided with a grin. However the shadowy wraith soon slowed and then widened his eyes. A pulse of magic flowed through his entire being and shook him to his core. The shadowy stallion shook and watched as a pure white light approached him. He shook his head and tried to find a way to escape.

Yet he couldn't see any way out of the hall. He was trapped, and the blinding light was approaching him. He was a Sinisteed, one of Mort's creations. A shadow given life, unable to survive in the light. The light that was approaching would easily be the end of him. Lord Umbra turned and shot back into the Smooze's prison. He darted to every wall trying to find a door or hidden passage of some kind. However it was for naught and he turned back to the light with wide eyes.

'No,' he thought with a shake of his head as he backed up into the wall of the prison. "No!" he cried out desperately. Though soon enough the light over took him and his body was burned away into burning cinders. His final scream echoed in the air even as he vanished entirely. As he burned away the jar that held the Smooze fell to the ground. It hit the ground and shattered instantly releasing a mass of purple grey ooze that quickly began to spread across the floor.

The purple grey protoplasmic ooze gave off a low groan as several eyes formed and unformed randomly. The mass shook and quivered for a moment before spreading out across the floor. The eerie sludge spread and mouths began to open upon it. "Bow... bow... bow..." a whispered weakened voice sang softly yet slowly grew in strength. The Smooze then seemed to shake and its mouths opened and closed randomly, grins and wicked smiles forming across them as the song grew louder and louder.

"Bow bow bow, bow bow bow, bow bow bow," the creature suddenly surged outwards. Its entire being spread and began to cover everything in its path. It wandered down the hall to its prison. It flowed up a set of stairs and into a large room. The eerie purple muck grinned and continued to sing as it started to devour everything in its path, singing its song as it did...


Within the painted world Pinkie, Rarity, Fluttershy, and the princesses followed Arrow Realm into yet another painting. As they entered into the painting, Celestia and Luna halted at a sudden feeling of warmth. The two alicorns looked to one another, and noticed the smiles that crossed each others features. "Tia do you think that?" Luna began to question. Celestia merely nodded her head and turned to examine the new world they had entered.

This one seemed like a rather lovely field of flowers, Celestia also noticed some mountains in the distance as per usual. However as it was likely based on somewhere in Dream Valley, which was surrounded by mountains, that made sense. As she walked thought the field Fluttershy relaxed and let out a calm sigh. She rested on her haunches and closed her eyes in content.

Pinkie saw this and rolled her eyes. She then turned to Realm with a grin. "You sure know your way around these paintings, don'cha Realm," she noted aloud. The painted pegasus in question merely rolled her eyes and leveled a look on the pink party pony.

"I should, considering how long I've been here you know," she replied flatly. Pinkie nodded her head with a giggle and bounced ahead of the group. Idly, the pink party pony started to survey the land while Realm turned to the princesses. "She sure is something isn't she?" the portrait pony noted with a smirk. Celestia merely nodded her head while Luna brought a hoof to her head.

"Truly lady Realm? We hadn't noticed," Luna replied sarcastically. Celestia shot Luna a stern look then breathed a sigh and turned back to the painted pegasus.

"In any case, I find myself wondering why Faust isn't aware of you?" the solar diarch admitted. Realm idly hummed and set up her easel to the side. However she turned to Celestia and shrugged her shoulders.

"Because she's never found me," the portrait pony replied. She then turned and started to coat her primary feathers in the colors from her spectra crystals and began to paint. However Rarity raised a brow and stared at the little pony strangely. She had to wonder why Realm wouldn't at least show herself to Faust. From what she understood Faust and Realm had been good friends in ancient times. So why wouldn't the pony want to continue their friendship?

"Err, then why haven't you gone out to find her then darling?" the marshmallow unicorn wondered aloud. Realm merely sighed and turned away from her painting with a frown. She then leveled an annoyed look onto the marshmallow mare.

"I have my reasons," the painted pegasus replied then turned back to her painting. Fluttershy idly approached and looked to her painting curiously. The butter yellow mare saw what looked like the beginnings of a pink blob, probably Pinkie, bouncing in fields of flowers. The timid pegasus looked away from the painting to see that Pinkie was actually bouncing around the flowers.

"Y-you're very good miss Realm," Fluttershy complimented with a soft smile. The painted pegasus nodded her head and looked to the mare with a smirk.

"With my age and how long I've been painting, I better be," she replied rather smugly. Fluttershy merely nodded her head. The little pony was quite a bit older than she looked after all. The same could be said for the alicorns, but with Realm it was even more true. Rarity idly approached the two and sat next to Realm, a curious expression across her face.

"Pardon me if this is a bit forward darling," the fashinista began, "but how did you come to discover Pictomancy?" the marshmallow unicorn asked curiously.

"My grandpa Stratos gave me some paints when I was a filly. I liked to paint a lot back then and over time I discovered I was really good at it. But I didn't get my Symbol until years later when I discovered Pictomancy by accident. I was trying to use some Spectra Crystals to paint, it worked and my Symbol appeared. I was pretty happy for obvious reasons," the painted pegasus replied. She then slowed her painting and closed her eyes tiredly. "It also doesn't hurt that Pegasi used to be the creative ponies," she added more as an after thought. Rarity raised a brow and tilted her head confusedly.

"Beg pardon?" Realm hummed and rubbed at her man, then nodded her head.

"Well back in the day Pegasi were the ones who came up with art like music and paintings and such. Earth-Ponies were the farmers and such. Breezies or 'Flutter Ponies' were animal caretakers. Hippocampi or 'Sea-Ponies' managed the tides and sea-creatures. Meanwhile, most unicorns were mostly just mages and scholars," the painted pegasus explained. She then smiled to herself and shook her head.

"And then you had the sub-tribes like the 'Rainbow Ponies' the 'Color Swirl Ponies, or the 'Twinkle Eye ponies' running around. The Rainbow Ponies were unique for their 'rainbow manes and tails'. Then you got Color Swirl Ponies like me, we're really rare. Then the Twinkle Eye Ponies who had gemstones for eyes and eventually came to be known as 'Crystal Ponies' or something," the painted pegasus explained with a shrug.

"Wait, doesn't that mean that our friend Rainbow Dash is a Rainbow Pony?" Pinkie noted with surprise.

"Probably," Realm replied, then turned to Fluttershy. "Wait a minute, your name is 'Fluttershy' right?" she questioned. The butter yellow mare merely nodded her head. "And what do you do exactly?" the little painted pegasus questioned with a barely suppressed grin.

"Oh, well I'm an animal caretaker," the butter yellow mare admitted. Realm let out a snort and brought her hooves to her face to try and stem a stream of laughter. She then held up a hoof, still snickering, and began to circle Fluttershy. When she reached her side she lost control and fell over laughing loudly.

"Oh sweet sun above that's too rich!" she declared loudly, much to the confusion of the other ponies.

"Uh what's so funny Realm?" Pinkie questioned slowly. While normally prone to antics herself, she wasn't sure what to make of her friend randomly bursting into laughter like that. She liked laughter to be sure, but she just wondered what the joke was and why it was so funny. The pony in question merely raised a hoof to signal she needed a moment, then got up and took several steady breaths. Still snickering dispite herself Realm turned to Fluttershy with a grin.

"I knew a Rainbow Pony named 'Flutterbye' back when I was still just a filly!" she explained laughingly, "she could talk to bees and probably other animals too, and had four red butterflies as her symbol!" Realm added. She then devolved into a laughing fit as she remembered that particular pony. She had been quite 'silly' to say the least. Whenever she was excited in any way she tended to 'word up her mixes' as the mare would put it. Realm had always managed to get a laugh just by flustering the poor mare! Not surprisingly, the other ponies were quite surprised by the admission.

"Really?" Rarity questioned understandably nonplussed. The idea of an ancient mare with both a similar name, talent, and cutie-mark to her friend was unusual. True, their appearance was probably quite a bit different, but the rest was a surprise. Realm merely nodded her head with a snicker. She honestly needed that laugh more than she wanted to admit. It'd been ages since she'd had a good laugh.

"Yeah, ol' Flutterbye also had a verbal tic, whenever she was anxious or nervous she'd mix up her words," Realm continued and snickered once more. "For instance, the first time we met she said 'my name is Butterfly, oh wait, I mean Flutterbye,'" the painted pegasus added in a passable imitation of the ancient mare's voice.

"As interesting as all that is," Celestia began, "I wonder if I might be able to convince you to teach some ponies about Pictomancy," the solar diarch admitted. Realm merely turned and looked at Celestia with a thin frown across her muzzle.

"Why?" the painted pegasus asked warily. She was mostly concerned with why they would need her to teach some pony. True, Faust only knew the bare basics of pictomancy, having no desire to learn any more, but that should be more than enough for most ponies.

"Well, Faust is always recording and collecting information or I'd ask her, and no pony else knows the lost art," Celestia began to explain. Realm casually nodded her head in understanding. It was true that Faust was an archivist, which she had actually forgotten. 'Stupid, I really am an old fuddy duddy if I'm forgetting something like that,' the painted pony thought with a shudder. 'Great, I've turned into grandpa Stratos,' she added with yet another shudder.

"I see, anything else?" the painted pegasus wondered curiously.

"Well yes, I'm also quite curious about the advanced mechanics involved with Pictomancy," Celestia admitted. Realm nodded her head. She could tell that Celestia was the type who liked to know things. Not necessarily learn them, she just liked to know. 'Curiosity killed the cat, but she's an immortal alicorn so I can let that go,' the painted pegasus mused to herself. She then looked to her easel and started to fold it up.

"I guess I could teach a few ponies," the painted pegasus mused, then smiled as she put her easel into her saddlebags, "besides I really should say hi to Faust after all this time." Luna smiled and nodded her head vigorously as she followed behind the painted pony.

"Aye, mother will most certainly enjoy seeing her friend once more," the lunar alicorn stated cheerfully. Realm stopped and turned to the alicorn with wide eyes.

"Faust is your mother," the painted pegasus all but demanded. Luna blinked, tilted her head, and nodded slowly. She wasn't really sure why that would be so surprising to the mare. "Jeez, what poor stallion did she shack up with?" the painted pony questioned with a shake of her head. Luna almost instantly glared at the pony for the remark. Meanwhile Celestia groaned and brought her hoof to her face. She had to admit she was starting to hate having to explain this over and over again to every pony.

"We're technically adopted," Celestia grumbled with a frown. The admission caused Realm to blink then rub her chin thoughtfully. Addoption was very common back in Faust's time, due in part to the fact that larger ponies had more meat for predators than colts and fillies. Those poor ponies were often picked up and taken in by others. Much later on it wasn't so common, what with ponies being safe from most threats.

"Well that certainly makes a bit more sense," the painted pegasus admitted then shrugged, "In any case lets head out," the portrait pony declared. However Fluttershy slowly approached the much smaller pony and looked at her with confusion.

"Um, but aren't you a portrait pony," the butter yellow mare stated. Realm nodded her head in response. "Then how will you get out to look for miss Faust?" the timid pony questioned curiously. Realm blinked for a moment and then brought a hoof to her head.

"Oh yeah, you guys wouldn't know about that," the painted pony mused aloud, "Guess I really should've insisted Faust learn all the advanced mechanics of Pictomancy," noted more to herself than any pony else. She then trotted towards the 'fourth wall' and hummed lightly. "It has been a while since I've tried this, hope I've still got it," she mumbled before taking a few steps back, then galloped through the 'Fourth Wall'.

The painted world around them began to shake shimmer and distort. As it did Realm seemed to pass through an invisible barrier and into the real world. The portrait pony landed outside of the painting and in the real world with a grin. "Ha! Yep, still got it," she happily crowed while rearing back on her hind legs. The little painted pegasus then turned around to the shocked ponies within the painting.

"Hey, c'mon you slow pokes, we've got a cranky old alicorn to find," the portrait pony stated with a snicker. Pinkie was the first to react, letting out a giggle and following behind Realm without a second thought. Slower to act were Rarity and Fluttershy, however both soon trotted out of the paintings as well. Finally, Luna looked to her sister warily, while Celestia just stared.

"Er, come Tia, we should not tarry here any longer, we must make haste and find mother once more," the lunar mare stated. She then trotted out of the painting as well, leaving her stunned older sister to her thoughts.

"How," Celestia tried to ask as she stared at the little pony. 'You mean these ponies can just get up and walk right out of their paintings! What kind of magic is Pictomancy, it defies every law of magic I know of!' the solar princess thought to herself. Her left eye gave a slight twitch but she quickly shook her head and snorted. True, she still wanted some pony to teach it to the new generation, but she also wanted some pony to tell her how it did any of this...


Within one of the many halls of Faust's tower, a mass of ooze slithered forth with the force of a tidal wave. Its horrid body crushed or smashed anything in its path. It was truly a terrible, indescribable thing vaster than could ever be imagined, a shapeless congeries of protoplasmic bubbles, faintly self-luminous, and with myriads of temporary eyes and mouths forming and un-forming as it flowed its way through the tower.

"Bow bow bow, bow bow bow, bow bow bow, bow bow bow, bow bow bow, bow bow bow," the thing seemed to 'sing' as it slithered forth. Its dozens of mouths seemed to smile or grin horribly as it continued on its path. The eerie flood of slime and ooze continued to surge forth through the tower. Doors were crushed beneath the great mass of the eerie substance. Objects were seemingly devoured by its endlessly hungry maws. Yet through it all it continued to sing an oddly bouncy song.

"Bow bow bow, bow bow bow, bow bow bow, bow bu-bow, bow bu-bow, bow bu-bow bow, bow bow bow bow," it never stopped no matter what came in its path. The eerie ooze surged through the depths of the tower and rose upwards. The cider cellar was consumed within moments as the great and terrible mass continued onward. Its song changed for only a moment as it began to rise up the length of the stairs to the next floor. "Bow bow bow, bow bow bow, bow bow bow."

"Bow... bow bow, bow... bow bow, bow... bow bow," the slightly slower tune soon changed once more as the mass of sludge and slime swayed up the length of the stairs. The eerie mass continued forward, tearing through every hall and chamber and corridor without stop or pause. "Bow bow bow, bow bow bow, dip dip dip dip, dip dip dip dip, dibby dibby dibby, ba-laba laba laba laba," the great purple mass continued on ceaselessly. It continued on with its song echoing throughout the many halls that it filled with all of its great mass. It didn't stop for anything.

"Bow bow bow, bow bow bow, bow bow bow," doors were knocked over or simply passed through by the eerie muck. "Bow bow bow, bow bow bow, bow bow bow," magical enchantments were simply devoured to offer the great devourer more power to continue forward. "Bow bow bow, bow bow bow, bow bow bow," even walls were knocked over without so much as a pause from the great and terrible creature.

"Bow bow bow, bow bow bow, bow bow bow," the eerie ooze continued to sing as it made its way through the tower. The creature continued to sing its funky gunky song as it tore its way through the tower. Never once did it halt or slow, instead it seemed to get faster. As it continued through the halls and chambers of the tower it soon noticed the scent of ponies. It was a scent that the ancient creature knew all too well.

"Bow bow bow, bow bow bow, bow bow bow," the creature sung as it turned and headed for the ponies. It remembered them, one in particular, an annoying little unicorn with a broken horn. "Bow bow bow, bow bow bow, bow bow bow," its mind conjured images of its creators. They had made it to decimate the ponies, that was its only real purpose. It was given a job to get rid of them and it would.

"Bow bow bow, bow bow bow, bow bow bow," the creature continued to sing. It's entire mass surged forth like an unstoppable force in the direction of the ponies. The ground shook, the walls rattled, all began to tremble as the creature moved towards its prey. "Bow bow bow, bow bow bow, bow bow bow," the thing continued with its song. If any of the ponies remembered him they would know his song. Once they heard the song they were as good as his, after all...

"Nothing can stop, the Smooze!"


TBC...

Author's Note:

The three 'Sub-Tribes' mentioned by Realm actually did exist in Gen1. The fact that they have kind of appeared in Gen4 in one way or another is pure coincidence. I figured I'd mention the three sub-tribes, if for no other reason than because of how no one else uses them in any stories focusing on Gen1... at least not that I know of.

Yes, Rainbow Ponies are technically a 'sub-tribe' for ponies in general. Gen1 had them as a specific and unique group of ponies with rainbow colored manes and tails. They can pop out of any of the normal three tribes from what I've seen in Gen1. That means that technically Rainbow Dash is also a 'Rainbow Pony' as well as a Pegasus Pony. This also means that Rainbow Ponies have become a genetic quirk in ponies and could show up at any time. There is nothing especially special about them beyond their vibrant colors.

Color Swirl Ponies are a brand that haven't shown up in Gen4, though the other two 'sub-tribes' have appeared in one way or another. The Color Swirl Ponies were known for having two colors 'swirled' along their coats. I forget if their manes were the same or not. In any case if I'm remembering correctly what happened to make the color swirl ponies was that several ponies were looking for the 'source' of rainbows. They found it in a rainbow pool, similar to what is in the Rainbow Factory, which exploded and swirled their colors. They came to be called 'Color Swirl Ponies' afterwards as a result. Realm is a descendant of one of those ponies, hence her unique coloration.

Twinkle Eye Ponies also existed, they were just normal ponies of any tribe with their iris replaced with a gem stone. Like the Rainbow Ponies or Color Swirl Ponies they could be of any of the three main tribes. However with the idea that they eventually became 'Crystal Ponies' means that the Pegasi and Unicorn traits have long since been lost. If I'm remembering right, Twinkle Eye Ponies were granted their unique eyes by stardust getting into their eyes. I know for a fact that at least Galaxy, the first and only unicorn to use 'Levitation' in Gen1 gained her eyes because of Stardust.

Flutterbye, mentioned by Realm, was a real Gen1 pony. She could talk to bees as she once asked for their honey, she had a verbal tic when she was nervous or excited that caused her to mess up her words, she had four red butterflies on her flank, and she had a rainbow mane and tale, thus was a Rainbow Pony. Flutterbye having a similar name to Fluttershy is a coincidence, but still a hilarious one considering the similarities between them.