The Rotten Core

by StarlightFeather

First published

After Diamond Tiara and Silver Spoon's teasing makes Apple Bloom question her friendships, she runs away to find a new home and new friends. What lagnths will her family and friends go to to find her?

After Diamond Tiara and Silver Spoon's teasing makes Apple Bloom question her friendships, she runs away to find a new home and new friends. What lengths will her family and friends go to to find her? What evil lurks in the most dangerous place in the Everfree Forest? Will the filly's friends get to her before her own delusions do?

The Bullies

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It was a sunny morning in Ponyville. This was the kind of day where you don't feel like doing anything but kicking up your hooves and relaxing. More importantly this was the last day of spring. Tomorrow summer would begin, and that meant summer vacation.

Unfortunately, jobs still needed to be done and foals still needed to be schooled. Cheerilee, though, capitalized on this lovely whether and decided that today's class would be outside. At the moment, it was free time and the foals were doing whatever they liked while Cheerilee relaxed.

Scootaloo was talking with Rumble, who looked nervous with his set back ears and red cheeks. Sweetie Belle was playing tag with Dinky Doo, Shady Daze and Button Mash on the other side of the yard. Apple Bloom was sprawled out on the grass, half asleep in the warm sun. She vaguely registered a shadow looming over her and was awakened by a very unwelcome voice.

“Hey, blank-flank!” Diamond Tiara's voice demanded. “Get into any trouble lately?”

Apple Bloom knew she was talking about the incident from a few days ago. In her and her friends' quest for their cutie marks, they had somehow ended up destroying a large number of shops in the town square. All three had been soundly scolded for it. Apple Bloom tried to move away with a slight frown but Silver Spoon was already there, ready to pick up where Diamond Tiara left off.

“I heard it'll take weeks until those shops see any more business.” the gray filly mocked. “So embarrassing.”

“The shops'll all be back up tomorrow. Applejack said.” Apple Bloom muttered, her face turning a slight shade of pink as she opened her eyes. “The Cutie Mark Crusaders helped fix them up.”

“Pfft! The Cutie Mark Crusaders,” Tiara scoffed. “You're just a bunch of misfits trying to look special when your just a bunch of not-special blank-flanks.”

At this point, Apple Bloom stood up to face Diamond Tiara. Her orange-amber eyes blazed. “We're on a mission, and more important we're friends, which is more than I could say for you! Silver Spoon's the only one willing to put up with your stuck up hoo-haa!”

Diamond Tiara lost her smirk and looked furious. “At least I have one real friend.”

“I have real friends!” Apple Bloom shot back indignantly and stamped a hoof on the ground.

“Really?” Tiara's face regained its smirk. “What about Twist, huh? You two were best friends before she got her cutie mark. After that, she totally left you in the dust.”

“When's the last time you two hung out?” Silver Spoon asked. “She left you out to dry as soon as she became special, unlike you.”

“And that's just what your so-called friends are gonna do once they get theirs!” the pink filly hissed. “You're just a crutch, Apple Bloom. A crutch that other blank-flanks use until they get their cutie marks. Better get used to it, too; it's all you'll ever be good for.”

As lessons continued, Apple Bloom tried her hardest to concentrate, but Diamond Tiara and Silver Spoon's taunts kept nagging at her mind. By the end of the day, Apple Bloom had a headache from the war in her head. All the other fillies and colts were jumping for joy and cheering for summer break, but not Apple Bloom.

“Apple Bloob!” Twist called as she pranced up to her. The off-white filly had rarely spoken to Apple Bloom since she got her mark. Twist was busy making sweets 'til her heart's content and Apple Bloom was always off with the crusaders. Or at least that's what Apple Bloom told herself. But it was true, Twist and Apple Bloom were once the best of friends but once Twist got her cutie mark... “Applejack hath a thop oped toborrow, right? Bon Bon wanth to take be out for thome thruddleth toborrow, if we have timbe.”

Apple Bloom was quiet for a minute, then looked at Twist with the most serious yet sad look the candy-making pony had ever seen on her. “Twist, we're still friends right?”

“Of coarth!” Twist was surprised, having not expected something like this from Apple Bloom especially when her question had had nothing to do with their friendship.

“It's just that,” Apple Bloom began. “we haven’t been spendin' much time together these last couple years, once that you got your cutie mark -”

“Hey, we're thill frieds.” Twist smiled. “I probith. Ith just that I've been making tho bedy thweets I've beed buthy. Ad you sped all your tibe with the cudie bark cruthaders, tho of coarth we're dot godda sped as buch tibe together.”

“Yeah, I guess.” Apple Bloom smiled, even though Twist's reasoning didn't cheer her up in the least.

“Apple Bloom!” An orange, purple and red blur stopped on the other side of Apple Bloom. Scootaloo was pulling a wagon with her scooter again with Sweetie Belle in it. “You ready? We've got loads of things to try before it gets dark. Hop in!”

“Girls, if it's all the same, I just wanna get home and go ta bed.” Apple Bloom smiled sweetly but weakly. Even her bow was drooping.

“Yeah, I guess we'll have all summer to look for our cutie marks.” Scootaloo shrugged cheerfully.

“Tomorrow’s the first day of summer anyway.” Sweetie Belle noted. The first day of summer was always a busy day, especially for young colts and fillies who tried to fit three months worth of fun into a day. “We should probably all get some rest tonight.”

“Okay, then. See ya 'round!” Scootaloo called as she sped off. Sweetie Belle waved goodbye as she was also scooted away.

Apple Bloom didn't say another word as she trudged home alone. Applejack was in the orchard looking at the apple blossoms when she saw Apple Bloom. Seeing her sister's depressed face, Applejack decided to speak carefully. “You're home early. No schemes today?” Her face fell in worry when Apple Bloom didn't answer. “What'sa matter, sugarcube?”

“Diamond Tiara says that when they get their cutie marks, Sweetie Belle n' Scootaloo won't be my friends anymore.” she explained.

“Aw, don't let her get to ya.” Applejack lifted Apple Blooms chin for eye contact. Orange-amber eyes met bright green. “Scootaloo n' Sweetie Belle'll always be there for ya.”

“But what about Twist?” Apple Bloom whined. “We were best friends but as soon as she got her cutie mark -” Apple Bloom paused for a breath. The flush was hurting her face and she still had a headache. “The Cutie Mark Crusaders were formed to get our cutie marks, but what then? When we all have our cutie marks, what'll be keepin' us together?” she asked.

Tears began to run down her face. It occurred to her that maybe that's why all of them always hoped to get cutie marks in bowling, zip-linning and whatever else together; if they all got cutie marks in the same field they could all stay friends. “None of us have anythin' else in common. Why else would we be friends?”

“Now don't you go sayin' that.” Applejack scolded the filly but tenderly. She clearly had more than enough on her plate as it was. “Just look at my friends. Rainbow Dash n' Fluttershy, Twilight n' Pinkie, myself n' Rarity? None of us have that much in common that n' we're as close as friends could hope to be.”

Apple Bloom didn't seem to hear her, she just looked at the ground and kept crying. “Ya know what?” Applejack said. “Why don't you go on up to bed? Maybe you'll feel better after a night's rest. I'll tell Granny Smith n' Big Mac that you had a hard day and you need rest.”

Apple Bloom smiled. “Thanks, Applejack.” She sniffed and hugged her big sister gratefully. For the first time in hours, Apple Bloom felt happy. True, all of her family adored her and always did what they could, but Applejack would always, always, always find a way to come through for her. Minutes later she was in her room with the curtains drawn and snuggled up all cozy in her bed.

Applejack was the one who thought her everything she knows, who played with her, comforted her, and took care of her when she was sick. There was a strong love between the sisters, a bond few others understood.

In fact, Apple Bloom couldn't see her mother's face anymore. However hard she tried to remember, the only face she ever saw was Applejack's. And she was okay with that. It always made her feel a little guilty whenever she heard anyone else talking about her parents, but she never felt bad otherwise of replacing something that was lost years ago with something that would be there forever.

The sun was bright the next morning even through the still-drawn curtains. A good night's sleep seemed to be just what the little filly needed because she was up bright and early as bubbly and happy as ever.

“Well, somepony's sure chipper today.” Applejack smiled after setting down two plates of breakfast; eggs, toast with jam, apple juice and chocolate fritters. They were basically apple fritters, but the batter for the pastry was chocolate and they were lightly glazed like doughnuts. They were an invention of Granny Smith's and Apple Bloom's favorite treat. Applejack always made them to go with breakfast on holidays and special occasions like the first day of summer. “Ya feel any better this mornin'?”

“Yep. Looks like all I needed was some rest like ya said.” Apple Bloom said before wolfing down her breakfast. Having slept through dinner last night had left Apple Bloom hungry.

“So, feelin' up for some first-day-of-summer fun? I hear the Cakes cut half off everything in their store for the occasion.” Applejack winked. Apple Bloom knew that Applejack wouldn't be partaking, she always spent the first day of summer selling apples and treats in town, but she always loved hearing about all the fun Apple Bloom had on these days.

“No, I'll just find Scootaloo and Sweetie Belle. They were ichin' to try some new ideas yesterday.” Apple Bloom said as she wiped the chocolaty crumbs from her face.

Ponyville was as busy as ever. Ponies running in and out of shops, shop keepers trying to calm crowds of excited foals, and small crowds of said foals playing, talking and buying ice creams and other summer treats.

Applejack got in line at Sugarcube Corner because before she opened up the stand she was hoping to pick up an order she'd placed about a week ago for a large cake. Pinkie had promised that it would be terrific, and she trusted her pink friends' word.

Apple Bloom blazed though the town towards the Carousel Boutique. She hadn't been able to spot Scootaloo, so maybe she'd go see Sweetie Belle first. As expected, Sweetie Belle was trying to get Rarity to do stuff with her.

“C'mon, Rarity!” Sweetie Belle whined, “You promised we'd get ice cream!”

“What?” the older unicorn gasped, “And risk getting surgery mush on my coat? Sweetie Belle, honestly!”

“Hey, Apple Bloom.” Sweetie Belle sighed as the other filly approached. “I guess you and Applejack are having all sorts of fun today.”

“No, actually.” Apple Bloom shrugged. “First sis has to pick up somethin' up from Sugercube Corner, than she's sellin' treats all day.”

“It's nice to know Applejack's sister has a life of her own.” Rarity muttered irritably as she stitched some kind of trimming onto the edge of a violet silk sheet. Sweetie Belle glared back at her.

“Have you seen Scootaloo?” Apple Bloom asked. “You guys looked pretty ready to get to it yesterday.”

“We were, but you're right.” Sweetie Belle said. “We have all summer to look for our cutie marks, so we decided to take the day off. I don't know where Scootaloo is, ether.”

“Oh,” Apple Bloom's ears fell in disappointment. “Well, okay then.”

“Rarity, can -”

“Nonononononono!” Rarity shook her head. Apple Bloom rolled her eyes. So Sweetie Belle wanted to do things with her sister today and Scootaloo was nowhere to be found. Maybe Twist was available.

Actually, Apple Bloom thought to herself as she left the boutique, this was perfect. She and Twist could catch up, seeing as Apple Bloom was free from the Crusaders for a day and the Shakes couldn't have been that busy.

Twist's family the Shakes owned an ice-cream parlor near their school. Back before Twist had gotten her cutie mark, they had often joked that it would be good if Twist moved in with her sister Bon Bon at her candy store. It turned out the Shakes were busy, but not that much. “Hello?” Apple Bloom called and was greeted by a familiar face. It was Twist's mother Strawberry Shake.

“Apple Bloom? Well isn't this a surprise?” she smiled as she opened the door allowing the filly in. “We haven’t seen you in a while. How've you been?”

“Fine, Mrs. Shake. Is Twist home?” Apple Bloom asked walking into the house. Mr. Shake was manning the parlor selling ice creams and shakes, some with what Apple Bloom recognized as Bon Bon and Twist's handiwork. Although Bon Bon worked her own store now, she always sent some of her candy back to her parents on days when they would need it.

“She's taking a break in the back, playing with Swirl.”

“Huh?” Apple Bloom asked, showing herself into the main room as Mrs. Shake went back to the parlor. Twist was there playing with a foal, maybe a few months old. He was mint green with a spiky white mane and eyes the same color as Apple Bloom's own.

“Twist?” Apple Bloom asked.

Twist looked confused at first, than happily surprised to see her old friend. “Apple Bloob! Cub id!”

“Who's this youngin?” Apple Bloom asked as the foal belched.

“Oh, thorry.” Twist smiled guiltily. “Thith ith Thwirl, by dew brother!”

“New brother?” Apple Bloom stamped her hoof in outrage. The noise spooked Swirl, but only enough to make him pout a little. “Why didn't ya tell me? How could ya not tell me somethin' as big as gettin' a new brother?”

“Well, like you thed, we haved beed speding that buch tibe together.” Twist explained. Apple Bloom opened her moth to speak, but a bell rang. Mrs. Shake came in and took a yawning Swirl into another room. “Oopth! By breakth up. I godda get back to the thtore. Thorry I can't talk, but I'b deeded up there. We cad talk tobarrow, okay? I probith.”

Apple Bloom, feeling as dejected as ever, trudged sadly out of the house. Twist didn't have time for her, and how could she not tell her about something as big as gaining a new baby brother? Twist had told her the day her sister had moved out years ago, that she'd finally be getting the bigger bedroom.

“Well, well.” Apple Bloom was startled by the voice. Diamond Tiara and Silver Spoon were here, glaring at her. “Looks like we were right, weren’t we? Twist has better things to do.”

“Looks like not even Scootaloser and Squeaky Belle want to hang out with you now.” Silver Spoon sneered. Apple Bloom meant to stand up in their defense, but words wouldn't come. Because Diamond Tiara and Silver Spoon were right. Scootaloo, Sweetie Belle and Twist were all far too busy with their own stuff to be with her. She didn't want the crusaders to drift apart but what she just saw with Twist...

Unable to deal with it, Apple Bloom ran.

“Go on! Run home to you're cooky granny.” Tiara yelled. Her blue eyes glittered with malice. Silver Spoon didn't often look their victims in the eye, almost as if she was afraid of what she might find, but Diamond Tiara seemed to relish in the pain she caused.

“Hey, sug-” Applejack tried to greet Apple Bloom as she raced passed but the heartbroken filly didn't even notice her as she ran home in tears.

The Runaway

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Apple Bloom's pillow was growing wetter and wetter as she sobbed endlessly. It seemed to Applejack and family to be a lost cause to try to console her because she refused to listen to reason. At first Applejack had tried to get answers, but whatever she did get was muffled in crying and sobs. The filly finally exhausted herself a little past noon and fell asleep to nightmares of rejection and loneliness.

Sweet Apple Acres was silent that day despite the thriving sale that morning. Big Mac had been observing the blossoms as they bore the fruit when he'd heard his youngest sister's sobbing. Granny Smith had been startled to see Apple Bloom barging into the house, rushing up the stairs and finally slamming the door to her bedroom. None of them knew what was wrong with her, but all the same it was heartbreaking.

Applejack had decided to whip up a fresh batch of chocolate fritters in the hopes that it would cheer her filly up. She opened the door quietly with the plate of treats balanced on her back and whispered, “AB?” Apple Bloom was asleep in her bed, sweating and looking troubled. Applejack set the plate gently on the table beside the bed. She could find them in the morning. “I'm not sure what's got ya in this mood, I just wan'cha ta know your family loves ya and ya could always come to one of us for help.” Applejack kissed the filly gently on the cheek, her eyes shimmering with love. “Love ya, little sis.” The orange mare left the room quietly.

Apple Bloom was no longer in her room, but standing in the middle of a road flanked by leafless trees. The full moon loomed high in the sky and the cold made Apple Bloom shiver.

“Hello?” Apple Bloom called but was greeted only by her own echo. Her eyes caught a shadow slink from the trees on one side. Fear was overruled by curiosity as Apple Bloom ran down the road, chasing the shadow. “Hay, wait!” she called. She was running so fast she failed to look where she was going and skidded to a halt when she saw a cliff. The skid wasn't fast enough and she gave a yell as she fell off. Her head hurt as she got back up. Thankfully the fall hadn't been more than a few yards.

Apple Bloom was now in the middle of a mass of black with long, white fangs. Thousands of bright blue eyes opened in an instant and Apple Bloom started breathing hard. Changelings; she remembered them from the wedding in Canterlot. Soon, the creatures took the forms of three ponies she knew very well. Applejack, Big Mac and Granny Smith.

Apple Bloom couldn't think as she ran from the images of the ponies who loved her but wanted to hurt her. Finally she came to a sunny clearing where Twist, Sweetie Belle and Scootaloo were talking, all with their cutie marks.

“Twist!” Apple Bloom called as she reached them. “Scootaloo, Sweetie Belle! Ya have ta help! There's changelings lose, n' they're comin' this way!” Apple Bloom was shocked when none of them so much as flinched. In fact, they didn't seem to see or hear her at all. “Hello?”

The changelings reappeared as her former friends disappeared. Apple Bloom clinched her eyes tight as the hoard of family-lookalikes overcame her.

Apple Bloom woke with a start. It was a warm night but her body was chilled with a layer of sweat. Her heart raced as she registered where she was; in her room in the middle of the night. Thunder spooked her and she brought her covers up to her chin, terrified. She heard the rain as it beat the roof and saw it soaking her window.

Twist, Sweetie Belle and Scootaloo had all ignored her. Did that mean that they saw her as nothing, fit for only changeling fodder? By the hours end, her pillow was again soaked with tears. She wasn't about to let that happen. She had to get away, find a new home with new friends. Friends who loved her and wouldn't leave her.

Quite as a mouse, Apple Bloom tiptoed to her closet and grabbed a few things, after which she irritably trotted to and out the window and into the warm but harsh rain, praying to the Princesses that no one would spot her.

The next morning was a sunny one. Scootaloo and Sweetie Belle raced through the dewy grass, soaking their legs and underbellies. They both knocked hard on the door to the Apple's house until Big Mac appeared in the doorway and looked that the two fillies. “Hi Big Mac! Is Apple Bloom home?” Scootaloo asked with a wide, toothy grin.

Big Mac returned with a small smile. “Eyep!” Without another word he opened the door to allow the pair in as Applejack entered the room holding a letter. She walked over to the table and began to read it.

“Well, whatdaya know?” she said with a smile as she read the letter. “Babs got her cutie mark.”

“Really?” Sweetie Belle smiled. “What is it?”

“Three seeds. Turns out she had a gift for breeden' em this whole time, of all things. Says she got it when she realized how natural it felt to be tryin' it with her fellow crusaders in Manehatten. Also says that she's commin' to town to celebrate with you three in a few weeks, and she's bringin' a whole lot of fancy new fruits with her so ya'll had better have empty stomachs!” Applejack grinned.

“Cool!” Scootaloo said. “We can't wait to see it!”

“Speaken'a cutie marks, ya girls here for Apple Bloom?” Applejack asked.

“Yeah, we have lots of ideas to get our cutie marks and just three months to do it!” Sweetie Belle said.

“And after our day off yesterday, we feel rested and ready to go!” Scootaloo beamed as she fluttered in excitement.

Applejack looked overwhelmed for a moment, but that turned to mild aggravation as she rose her head to the ceiling. “What in Equestria is taken' that filly so long? It's nearen' noon, how long's she gonna sleep?” The mare disappeared from the room and headed up the stairs.

“I-is Apple Bloom okay?” Sweetie Belle asked. She and Scootaloo were worried now. That worry become fear as they watched Big Mac slump down.

“Nope.” he said depressingly.

“Apple Bloom? You up yet?” Applejack called, knocking on the door. “Sweetie Belle n' Scootaloo are here for ya.” When she didn't get an answer, she opened the door and her heart skipped a beat. The first thing she noticed was that Apple Bloom was neither in her bed or in the room. The plate of chocolate fritters was still on the table, completely untouched. “Apple Bloom?” she asked, looking around the room, under the bed, in the closet, in the toy-chest. Apple Bloom was nowhere to be found.

Applejack started to tear as she panicked. “Apple Bloom?” Applejack's heart plummeted when she felt a cool breeze that drew her attention to the open window and her eyes widened. “Big Mac, Granny Smith!”

Within the hour, the whole town was in a frenzy. Ponyville was usually very tight-neat and the idea of a foal-napper lurking around town scared everypony out of their wits. Shops were shut down, jobs went undone, and the streets were empty of anyone who wasn't part of a search party.

Families who had young foals were shut up in their tightly locked houses, parents peering from the windows eying everyone that passed by with suspicion. Only a few foals, with their parents' permission and under the strict supervision of search parties, were allowed out of their houses.

“Apple Bloom!” Scootaloo called from the skies. She was riding on Rainbow Dash's back, who was keenly scouting the land from above along with countless other pegasai. Her parents had been reluctant to allow her to aid in the search party, but they knew that Apple Bloom was one of their daughter’s dearest friends and that Rainbow Dash, who they knew was like an older sister to her, would never see her put in any real danger. Though they both knew that they could and did trust Rainbow Dash fully, neither of them still liked their only child being outside with a foal-napper on the loose.

“Apple Bloom?” Twilight asked, moving bushes up with her magic to check under them. She was leading a search party made up of Rarity, Fluttershy, Sweetie Belle and Zacora. Knowing that Rarity grew fiercely protective of Sweetie Belle whenever it really counted, their parents had been far easier to convince when it came to allowing her to be in the search party.

Applejack ran frantically through the streets, panting and blinking furiously. “Apple Bloom! Where are ya!” she hollered.

“P-Printheth?” Everyone stopped as a little white filly with curly red hair and a candy cane cutie mark shyly approached the princess. The Shakes looked on with expressions that seemed to run the spectrum from terror to fury. They had clearly forbidden her from from leaving the house, getting Bon Bon to watch them which she apparently did a poor job of. Twist had sneaked away when her sister had been tending to Swirl. She could imagine Bon Bon being trapped in the house with their brother and irritably cursing her name right now.

“Yes, Twist?” Twilight asked worriedly.

“I...I talked to Apple Bloob yethserday.” Twist said, not making eye contact with Twilight. “I thik she wath sthad we didn'd hag out like we uthe to.”

Diamond Tiara and Silver Spoon hid behind a house. Like Twist, neither of their parents knew they were out here, and unlike Twist they left not because of worry for Apple Bloom or wanting to help, but because they had found the sudden lack of freedom infuriating and unacceptable. Diamond Tiara had a deep, hate-filled scowl on her face as she stared down the group of ponies who were unaware of her.

“That makes sense!” Applejack said frantically. “Apple Bloom ran home right after her visit with Twist. Haven’t seen her with a dry eye since.”

“I didn'd bean to!” Twist shook her head, her eyes starting to water half out of sheer guilt and half in fear of being punished. To her own surprise, though, Twilight simply looked at her sympathetically for a moment, then conjured up a handkerchief to whip Twists streaming eyes with. The little filly could only force herself to sob a very shaky thank you.

“What?” Tiara asked. She was dumbfounded that Twist hadn't mentioned their own parts in this; Surely she'd heard the teasing yesterday. After all, they had been right outside her door and weren't exactly being discreet about it. “Why didn't she rat us out?”

“Do you think Apple Bloom really ran off?” Silver Spoon asked, now feeling rather worried. Although Diamond Tiara had never been fond of Apple Bloom, there wasn't really that much, if any, bad blood between her and Silver Spoon. The gray filly had merely been following her best friend in the teasing for years, though she herself never really had a problem with Apple Bloom.

“Nopony cares.” Tiara's voice was dry and uncaring.

Silver Spoon stared at her in suprise. Apple Bloom could be hurt or scared or worse. She knew Tiara didn't like Apple Bloom, but didn't she care if the girl was alive?

An outraged courage built up in the filly's heart that she'd never known before. Silver Spoon had always been far more empathetic then her so-called friend, and for the first few times it happened she had felt awful bullying her peers like she did. For years she had wished she hadn't had such a conscience, but now she was glad about it, because she could do something. With or without Tiara, she had to.

“If you won't do anything, I will.” Silver Spoon muttered. Tiara looked on in shock as her friend abandoned their hiding place and ran up to the princess.

“Princess! Princess!” Silver Spoon called. Twilight looked her way for a second before turning to the sky when her name was called. Rainbow Dash, Scootaloo in tow, was back with three others. The first, Twilight instantly recognized as Princess Luna.

“Twilight Sparkle,” Luna spoke in a soft voice, a far cry from the awkward shouting from years ago. “I hear Ponyville has lost a foal. I've come to aid in your search.”

“Thank you so much, Luna.” Twilight sighed. “Are the others on their way?”

“My sister has more important duties to attend to in Canterlot, and Cadance is...” Luna's cheeks turned a bright purple. “shall we say, in delicate condition. Shining Armor refuses to leave her side, and so he sent two of their guards to assist you.” She gestured to two pegasus castle guards, one clearly a Canterlot guard and the other a crystal guard.

“Princess?” At last, Twilight noticed Silver Spoon, who now had her full attention.

“Silver Spoon, no!” Diamond Tiara rushed from their hiding place and tried to tackle the gray filly but was stopped by a small barricade made by the remaining cutie mark crusaders. Weather it was out of sheer dislike for Diamond Tiara or if they somehow sensed that she had something to do with this, Sweetie Belle and Scootaloo glared at her accusingly.

“It was us – me and Diamond Tiara.” Silver Spoon explained, tears welling up in her eyes. They blurred her glasses. “We were teasing Apple Bloom about how her friends would leave her once they got their cutie marks. Than she ran home crying.”

“Yes, I entered her dream last night.” Luna said, “She had a nightmare about being chased by changelings in the form of her family. When she came upon her friends, all baring cutie marks, she could not get their attention.”

“What?” Scootaloo stamped a hoof in defiance. “We'd never do that, even if we did have cutie marks!”

“Apple Bloom has been known to run off before.” Zacora said. “Perhaps she left in search for more.”

“What 'more'?” Applejack challenged, angry tears now flowing freely from her eyes. “Apple Bloom's got all she ever wanted here at home!”

“But if she felt her friends didn't really care about her...Well, she is just a filly.” Twilight said. Despite knowing without a doubt that they would never abandon Apple Bloom, Sweetie Belle and Scootaloo hung their heads.

A few hours later, Diamond Tiara, Silver Spoon and Twists parents had a sort of mini-conference. Each of their mothers had soundly grounded them. Diamond Tiara got the worst of it, needless to say. She would be under constant supervision from now on (“If you wish to act like a baby, we'll treat you like one.” her father had said.) and was grounded indefinitely until they found Apple Bloom.

Twist and Silver Spoon, for at least owning up to their mistakes and honestly trying to repent, were given reduced sentences. In the light that Twist's contribution to this was purely accidental and that she was feeling bad enough already, was grounded for three days for disobeying Mr. and Mrs. Shakes clear orders to stay inside. Bon Bon was also apparently lectured for her negligence.

Silver Spoon's parents came up with a sort of compromise – for her courage and honesty their daughter wouldn’t be grounded – instead her punishment was to help look for Apple Bloom no matter what without the comforts of home, though they trusted the older ponies – the former bearers of the Elements Of Harmony, for pony's sake! - would keep their daughter safe while she did this. Silver Spoon was forbidden come home without Apple Bloom in tow, a punishment even she saw as fitting.

The crickets chirped loudly that night. After a long day of searching, they were all at Sweet Apple Acres for the night to come up with a game-plan. The unspoken lock down of Ponyville was lifted once it spread that Apple Bloom had not been foal-napped but instead had run away. All of their bags were stocked, ready for a long journey tomorrow. They would find Apple Bloom and bring her home no matter what or how long it took.

Spike, Sweetie Belle and Scootaloo were asleep. After practicably begging their parents and some heavy reassurance from Rarity and Rainbow, Sweetie Belle and Scootaloo had been once again permitted to help in the search. As mentioned before, Scootaloo's parents trusted Rainbow Dash with their daughter’s life, and there was still no way any harm would come to Sweetie Belle with Rarity around.

“Applejack's taking this real hard.” Rainbow Dash commented. Applejack hadn't said a word since hearing that she had run away, and she had just dragged herself upstairs. Her heart felt like a stone. If one listened very carefully, they could just hear her heartbroken sobbing.

“'Course she is.” Granny Smith said, “She's been raisin' that filly like her own up 'til now. Startin' round the time Applejack got her cutie mark, her ma and pa started gettin' sick an awful lot. My poor ol' boy got the worst of it, goin' before he even knew that a third foal was on the way.”

Twilight and her friends looked somewhere between entranced and sad; Applejack had never spoken of her parents before and they all knew far better than to ask. “Their ma hang on 'til the birth, but I reckon she was too weak by that time to be doin' that kind a' labor.”

Big Mac started to choke up thinking of his parents. He'd been just a colt when they went, having to take over the farm just after they lost his their father. He was surprised then, to feel the nuzzle of the small yellow pegasus beside him. Fluttershy's large blue-green eyes looked up at him, clearly wishing to comfort him. He couldn't help but smile and was rather thankful for his bright red coat at that moment. Granny Smith continued.

“Big Mac was already doin' all he could wokin' on the farm, and I was too old to take on another foal. That left Applejack, bless her heart, to raise our little Apple Bloom. Had to pull 'er outta school for it, too. Them two might be sisters by blood but in Applejack's mind, that's her filly. I reckon she'll go to the moon 'n back to find her if she has ta.”

Everyone was silent for a moment, perhaps in moaning for their friends' parents or contemplating this new-found importance to find the filly. “Luna,” Twilight said at last. “I need to go help my friends. I can't shake the feeling that we'll all be a part of this. Can I count on you to watch over things here for a while?”

“I'm afraid that would be quite impossible, Twilight Sparkle, as I fully intend on accompanying you.” Luna returned. “The guards will be able to manage in the meantime, I am sure.”

“Yes, Princess.” The white pegasus nodded, his expression one of determination and resolve.

The crystal pegasus nodded with the same expression. “I'll send a letter to the Crystal Empire at once explaining why I'll be staying in Ponyville for a while.”

“Spike'll help. If something happens out there I don't want him to get into any trouble.” Twilight reassured them. With that out of the way, they could focus on what mattered; they had to find Apple Bloom.

The Everfree Forest

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After a full day and a sleepless night in the Everfree Forest, Apple Bloom was cold, exhausted and hungry. The well known rout to Zacora's had been out of the question from the start, so she'd fought her way through thick trees, sharp grasses and scratchy thorns and brambles, making a point to keep well away from any paths she found.

A strange thought had struck her yesterday that this forest seemed to be pretty well mapped out for a place nopony had dared to step hoof into until only a few years ago. Rather amusing, she thought.

Apple Bloom was covered from head to hoof in scraps and cuts. All this was aside from the fact that by now, she probably knew the smell of a timberwolf's breath by heart, a good portion of last night was spent avoiding the stench.

She had no idea where she was, but she was bound to find something sooner or later – anything as long as it wasn't home. Her stomach rumbled. Apple Bloom wished she had planned her runaway better, those few apples had only lasted her a day.

The filly huffed in indignation as she came to a wall of brambles. The only way she could get to the other side was through a small hole that she might have fit through once, but now she was too big. For a small moment she considered going back home, apologizing for scaring her family, and living happily ever after.

Still, the image of the changelings came to her mind, and put that revelation firmly to rest. Apple Bloom sniffled and forced her way through the whole with tugs and hard pushes. She strained her arms trying to wriggle through the hole. All at once, though, she flew from the bramble wall on the other side.

Her ribbon came undone but remained in her hair, and she forced herself on her hoofs. She could feel the slew of new scratches and could still feel the sharp pokes.

A small whimper got Apple Bloom's attention before she could go on. It was a ferret, stuck in a small knot of brambles. He was desperately trying to reach an acorn. Apple Bloom's heart twinged for the critter and she moved the acorn with her hoof.

The ferret chattered what she assumed was a thank you, and munched on the nut as Apple Bloom freed him, which wasn't enjoyable seeing at the thorns poked her teeth and tongue.

“Hey, you wanna come with me? I'm travlin' alone, too.” Apple Bloom asked. She wasn't sure if the ferret could understand her, but as far she knew it did, because he climbed up on her back. Delighted to have a companion, she walked on. “I'll call ya....” Apple Bloom paused, unsure of what name to give him. “Oh well. I'll think'a somethin'.”

By the time they got a few feet from the brambles, Apple Bloom's eyes were watering. She wanted to go home, but she didn't have one. Apple Bloom was so wrapped up in these thoughts that she didn't look where she was going, and was startled when there was no ground beneath her hoof and she fell down a slopping hill, crashing into an old, dead tree at the base. Her ribcage was guaranteed to be bruised up later. She looked out to the landscape beyond.

It looked like the start of a swamp. A low growl startled her and when she looked behind her, she could see ripples, like something had ducked under the musky water in a hurry. Not willing to take any chances, Apple Bloom climbed an old log out of the water. When a vine got caught on her back leg, she had to struggle to get it free and continue climbing onto the small patch of muddy land that at least was safer than the water.

After learning the hard way the the mud stuck her hooves to the ground harder the longer she stood in one place, she decided it was a good idea to keep going. That wasn't easy with her back hoof, which was twisted from the vine.

As she lay heaving for a breath, Apple Bloom had realized in horror that the vine had come out of no where and she could have sworn that it was pulling her, almost like it was trying to drown her. That thought had Apple Bloom running at top speed, her mind too fuzzy with panic to think.

Somehow she came to a grassy clearing, once again collapsing in need for a breath. The grove was full of brightly colored flowers headed by a large tree, and Apple Bloom's first alarmed thought was that it might be like the poison joke or heart's desire, or some other terrible thing.

When nothing seemed to happen after a while, she allowed herself to relax. They were just a bunch of ordinary flowers. It occurred to her that this forest must have been a far bigger area than anything anypony had imagined before to have all these vastly different landscapes. Once she looked to the very center of the clearing, all thought left Apple Bloom's mind at what she saw.

A big, juicy, red apple.

In the back of her mind, she knew to be suspicious, what would a perfectly good apple be doing out here with no apple tree in sight? But her stomach would not listen and she raced up to the grove's center and dug into the apple. It was cool, crisp and juicy. The juice from the fruit quenched her thirst.

Her stomach full and her breath back to normal, the filly was about to start on her way. Her heart sped back up as she felt long things wrap around her body. Huge, thick green vines wrapped themselves around her body and legs, pulling her to the tree. To Apple Bloom's horror, the tree opened up to reveal a huge flower.

The peddles were striped yellow, blue and red, and an impossibly thick green vine was shooting from below the flower. In the middle of the flower was an empty space surrounded by what looked like – Apple Bloom felt ill – tiny teeth.

Apple Bloom screamed as hard as she could, losing her mind to panic. The flower was pulling her closer and closer. She was about to be eaten by a giant, pony-eating flower! Her ferret friend had climbed out to the vines and was trying to bite them, but to know avail and in the commotion she lost her bow. She didn't care who found her or how they found her, as long as they could get her out of this.

There was a zapping noise like unicorn magic and a hiss, and Apple Bloom was dropped to the ground. The vines were still around her, but they had gone limp and relaxed their grip until she was able to wriggle out of them.

Apple Bloom looked back at the flower, hissing and waving it's savored vine clearly in agony. The little filly couldn't help but feel sorry for the thing, even if it had been trying to eat her seconds ago. The flower eventually retracted it's vine and closed up.

“Are you alright?” Apple Bloom's ears pricked at the voice and spun around to see the pony behind her. A night-black unicorn colt her own age with a long, flowing dark blue mane and tail and bright blue eyes. His cutie mark was a puff of white smoke.

“Y-yeah.” Apple Bloom said warily as the colt helped her up. He didn't seem to hear her as his horn let up and Apple Bloom's body was bathed in a blue aura. When it faded away, Apple Bloom noticed that she was healed of any cuts, scraps and her bad ankle was fixed. “Thankya' kindly.” she muttered shyly.

“No problem.” the colt said, smiling bashfully. “My name's Night Shade.”

“I'm Apple Bloom.” she returned. The ferret was silent and still, as if he wasn't sure what to make of Night Shade.

“That plant would have had you for lunch. You really outta be more careful in this forest.” Apple Bloom was about to ask Night Shade what he was doing out so deep in the Everfree Forest when he cut her off.

“I've been out here for years. I used to live in Canterlot, but the ponies there are so fake an judgmental. So I ran away and came to live here. What about you?” he asked. Apple Bloom was stunned for a while, it was as if he read her thoughts, but answered anyway. As she told her story, Night Shade looked sympathetic. “So I guess we're both runaways out here, huh?”

“Looks like it.” Apple Bloom lamented. Suddenly, she thought of all the bad times in Ponyville. Getting in trouble with Applejack and Granny Smith, getting into fights with her former friends, Twist flat out abandoning her after getting her precious cutie mark, Diamond Tiara and Silver Soon taking any opportunity to bully her. Apple Bloom fought back the tears, not wanting Night Shade to think she was a crybaby. “I really hated it there.”

They sat in silence for a couple of moments, but Night Shade broke the silence. “Hay, wanna see my house? You must be hungry if you fell for the Trap Iris's trap.” Apple Bloom beamed, happier then she'd been in days as she trotted behind the unicorn colt. It seemed that she had finally found a real friend.

Following Night Shade, Apple Bloom took routs that she never would have considered and became nervous when they had to follow a path. What if someone found them and took them back to their towns. She sighed in relief when that didn't happen. After what must have been hours, they came to a small woods.

There was a small path in the trees, but that was to be expected if it was somepony's house. But there was no house. Instead, there was something curious. A hole. No a pit. A pit that all four Equestrian princesses could have fit in. More than that, it was so completely black that it looked almost like ink. Nothing was visible except darkness.

Apple Bloom felt a small tugging at her hind leg. The ferret was trying to pull her away, scared for the both of them. Night Shade sneered. Suddenly filled with rage, Apple Bloom lightly kicked him away. He chattered frantically as if trying to warn her about something and she turned to face him.

“What? Night Shade wouldn't hurt us.” More chattering. “So after all I did for you, you're abandonin' me, too?” The ferret shook it's head frantically, but Apple Bloom didn't listen. “Just get outta here! You're like all the rest of 'em!”

The ferret scurried off into the bushes. For a moment, Apple Bloom felt afraid, she probably shouldn't go down there. Once again, she thought of the unhappy times with her so-called friends and family, and now her ferret friend had left her, too. At this, her heart hardened. If she never saw any of them again, it would suit her just fine. She hoped they were worried and scared for her, not because it proved they cared for her but because they all deserved to be as much.

Night Shade jumped into the pit and Apple Bloom followed. To her surprise it wasn't really that long of a drop, maybe a few feet at the most. The place she found herself in looked like a world wide cave. There was no sky, only a stony ceiling with sharp stalactites here and there. The ground was more or less smooth stone with a river cutting through.

“This is a weird place for a house.” Apple Bloom said.

“Maybe, but it's the best I was able to find.” Night Shade said.

Apple Bloom was about to comment on how creepy everything was, but noticed that it didn't seem all that creepy to her at all. In fact, she felt very safe with Night Shade. She couldn't remember feeling so safe with anyone else before. Night Shade was her only true friend in the world.

What she didn't notice, though, was Night Shade's eyes flashing bright red and shinning greedily.

The Search

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It was a quiet morning; cool, breezy and the scent of rain hung in the thin fog. The only sound was birdsong filling the air. To anypony else, this was the kind of morning to ether sleep in or go outside just to breath in the peace.

Not everypony had the means to simply enjoy this morning. Applejack was the first to wake up. Actually, it was debatable whether or not she slept at all, her hair was messy and the skin under her eyes was dark.

“Bring back our little saplin'.” Granny Smith smiled, her worried eyes betraying her face. Big Mac sniffled and there were tears in his eyes.

“You betcha, Granny.” Applejack tried to smile, but it faltered quickly. Putting up a brave face had never been natural to her, and it was even more difficult now. Helping her family feel better just didn't seem important next to finding a missing member, especially Apple Bloom.

Her friends were quiet, feeling the tenseness of everything. The only one who didn't look it was Pinkie, who seemed eager to begin the search. She was probably anticipating another high adventure. She was always smiling through these smaller missions, as though she didn't understand the weight.

Rarity and Rainbow stood on ether side of the remaining crusaders protectively, who themselves were in their crusaders' capes. Apple Bloom's cap was draped over the bars on Scootaloo's scooter. One got the feeling that should they approach ether filly with so much as a mean expression, they would have one or both mares to answer to.

Silver Spoon made it a point to not speak and try to look small, as if she wasn't sure whether or not she belonged here. Scootaloo and Sweetie Belle ignored her, as did Applejack.

That's way it was so confusing when a yellow wing brushed her side in a comforting gesture. Fluttershy smiled at her. It was one of the most genuine smiles she'd ever seen; certainly a far cry from the mocking smirk she was used to seeing from Diamond Tiara.

“Spike, are you sure you'll be okay here?” Twilight asked as the young dragon hopped off her back and walked over to join the apples.

“Everything'll be fine.” Spike said confidently, though he chuckled nervously.

He caught Luna's gaze for an instant and it seemed an understanding passed between them. That he would stay behind unquestioning for his own protection, and she would keep the nightmare he'd had last night between them.

Luna felt guilty for putting him through such a thing, but she had this feeling that it would be especially dangerous for Spike. She wasn't sure what told her this, but she had this feeling it would be foolish to have him along.

“Okay, if you're sure.” Twilight said uncertainly, feeling the little dragon was hiding something from her, but she decided not to pursue it at the moment. A look passed between the seven mares and they started out.

They'd decided on the Everyfree Forest last night, figuring it was the only way out of town so concealing. If Apple Bloom had headed for Canterlot or Las Pegasus, she surly would have been spotted yesterday.

The main path was quiet. Nothing out of the ordinary today. In fact, it seemed more like any other forest, just not the dangerous Everfree. The most excitement their was was a gentle breeze blowing the ponies' manes.

“How long have we been walking?” Rarity asked.

“We only just started five minutes ago, Rarity.” Rainbow Dash rolled her eyes in annoyance, anticipating some whinny complaint about being tiered.

“No, she's right.” Twilight said, stopping in her tracks. “How long have we been out here? It feels like we should have run into some trouble by now.”

“Keep your guards up, my friends.” Luna said. Even a fleeting look would make it clear that she was on edge. Her wings were closed, but their stems were tensed like she was ready to snap them open at any moment, her neck was a bit lowered and her eyes were darting around. “I don't know what it is, but I have this uneasy feeling.”

“Wh-what feeling?” Fluttershy stuttered, trying to hide behind Applejack.

“That there's something close. It feels very familiar, but I can't put my hoof on it. I can't remember.” Luna said.

“Okay.” Twilight nodded. “We'll keep our eyes open.”

The ponies' alertness would end up being useless on the surface because the rest of the day bore the same quiet peace. In some respects, it was even more suspicious. In other respects, it was quite exhausting lumping and tensing at everything.

Luna was just raising the moon as the ponies settled into their campsite that night. They had no camping gear, but Twilight had casted a protection spell around them – they'd be able to rest easy tonight.

Silver Spoon looked over to Sweetie Belle, who was looking down at her cape, apparently in her own world.

“Scootaloo?” the unicorn filly asked. “Do you think Apple Bloom's safe?”

“Hey, come on! She's a Cutie Mark Crusader, she'll be fine.” Scootaloo scoffed in a manner rather reminiscent of Rainbow Dash.

Sweetie locked eyes with the little pegasus, who's brave face fell quickly when tears appeared in her green eyes. She looked almost...afraid. “It's okay, Sweetie Belle. We'll find Apple Bloom and bring her home, and we'll all be best friends again.”

Silver Spoon was confused. She'd never seen such a display before, even outside of herself and Tiara. She thought to herself that Squeaky Belle and Scootaloser – er, Sweetie Belle and Scootaloo – must have really cared about Apple Bloom.

“You bet!” Rainbow chimed in and Scootaloo smiled when she ruffled her hair.

“Let's get some rest.” Applejack said. “We'll start out early tomorrow.”

“Right.” Twilight nodded.

Applejack watched as Scootaloo and Sweetie Belle snuggled up with Rarity and Rainbow Dash and her lonesomeness and worry returned full-force. She forced her tears to stay hidden as she lay down on her own.

Silver Spoon was more lonely than worried seeing this, and she was still too scared to ask if anypony would snuggle with her. So she lay down and shut her eyes prepared for a night of cold, when something wrapped around her. Something warm and soft like...feathers.

Silver briefly opened her eyes to see that Fluttershy had wrapped a wing around her. The gray filly smiled as she fell asleep.

At the same time, Apple Bloom's mind was far from returning home. All day she and Night Shade had played and talked about their old lives. At the moment, she was sitting near a pond, looking at her reflection ans straining her memory.

“Hey, Apple Bloom,” Night Shade asked.

Apple Bloom looked back at her friend with exhausted eyes and sighed. “I'm trying to think of some good times back home. I mean, there must'a been some good times before.”

“Sure.” Night Shade scoffed angrily. “Ponies who tell you where to go or how to dress.”

“Well, I've been trying to think of a nice memory, but there's nothing.” Apple Bloom said. “If things where really like that, don'tcha think I'da run away a lot sooner?”

“I know what you need.” Night Shade grinned. “Come with me.”

Night Shade's house had turned out to be a bazaar cave-like place. It was all pale brown stone with the occasional pale gem here and there, a river and a couple of ponds. There was an odd light that seemed to come from nowhere, as she never saw an opening that would let light in.

Apple Bloom's mind was too tiered to question such things as she followed Night Shade to a huge door, which opened to reveal a hall of mirrors.

She walked into it tentatively and looked in each mirror. She was met with her own memories. She saw herself being reprimanded by Applejack, arguing with the crusaders, being teased by Diamond Tiara and Silver Spoon. Their voices wrung in her ears.

“Sorry little sis, but your apple-sellin' days are over. Home. Now.”

“I know how to call a chicken. Scootaloo! Scit-Scootaloo!”

“Quite it!”

“Blank flank!”

Apple Bloom's eyes blurred with tears as she turned hoof and kicked the mirrors with all her might – shattering them. The broken glass seemed to dissolve into nothing before it hit the ground.

All that was left in the room was a small, sobbing filly surrounded by broken mirrors. Night Shade bounded up to her and looked down at her with a peaceful, if not jaded, expression.

“Apple Bloom, do you get it now?” he asked. “You can think you had friends and family before, but you really didn't. They never appreciated you like I do.”

He allowed himself to smile only when Apple Bloom stood up, her tear spent. “Nopony's ever understood me like you do, Night Shade.”

More of these bad memories swam around in her head, building up a rage in her heart. Night Shade had to work to keep a straight face.

'The hatred, the misery. It's delicious!' he thought. 'Just a little more, and it'll be complete.'

The Split

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Chapter Five: The Split

The next morning was surprisingly peaceful as Luna awoke. Thanks to her role in lowering the moon, she was naturally an early riser. A very early riser. After she lowered the moon, the sun brought light along with it to the horizon so that the sky was pale this morning. Soon enough, everypony was up and having apples for breakfast. Well, Applejack was lazily picking at hers. She hardly noticed when Pinkie nabbed the thing with a firm chomp.
Reeet-reeet-reeet-reeet!

The uneasy serenity was ended as everypony jumped to their hooves, ready to either fight or flee. The unease had been mounting since the previous morning and it had left the mares restless and jumpy. Seeing the bushes rustle, Rainbow, Applejack, Twilight and the remaining crusaders tensed themselves, silently readying themselves for a fight when the creature emerged from the brush.

A ferret.

Rainbow groaned in frustration as Fluttershy beamed at the critter. Sensing she would understand, or perhaps by sheer dumb luck, the ferret scampered to her and began chattering away.

Fluttershy's eyes widened and she squeaked in fright, where another pony might have given a gasp. “He says Apple Bloom's in trouble! She went with this other pony who didn't seem right.”

“What?” Applejack asked. Her expression turned to anger as she eyed the ferret. “Well where is she, what if something happened to her?”

More chattering, which Fluttershy translated.

“He says he's sorry, but he couldn't get through to her. He says he had to get away from there before –”

“That varmint just abandoned her with some strange pony!?” Applejack yelled.

“Applejack!” Fluttershy gasped. “Please let him –”

“Consarn it, Fluttershy!” Applejack yelled, suddenly rounding on the pegasus. “If that overgrown rat doesn’t know where she is, why waste time talking to it?”

Fluttershy shrank away, the ferret hiding behind her foreleg. Their friends looked on in silent surprise; none of them had ever seen AJ like this before. The fillies tried to hid behind Luna, each being soundly reminded of times when they had been faced with their own furious mothers in the past.

“It's okay, Applejack.” Fluttershy mumbled softly. “I know you're worried about your sister.”

Applejack's glare slowly disappeared into a look of regret. “Fluttershy, I –”

“It's okay.” Fluttershy smiled as she walked up to Applejack and flung a forearm around her neck, pulling her in for a forgiving hug. As Applejack returned the gesture, she smiled for the first time in days.

“So, where do we start now?” Luna asked.

“That way!” the rest of the ponies said in unison, each pointing in a different direction.

“Well, how about we split up?” Applejack suggested, “We can cover more ground that way.”

“Good idea.” Twilight said, “I know a spell that'll guild us back together at the end of the day. We'll all meet back up when I give the signal. Rainbow, Luna and I will fly up to the sky and search from above. Rarity, Fluttershy, you two and the crusaders go east. Pinkie, and Silver Spoon, you two head north. AJ, you head west.”

Luna, Rainbow and Twilight immediately flew up into the sky, spreading out and scanning from above. Rarity took the lead in their little group with Fluttershy bringing up the rear, the ferret riding on her back, and the two fillies between them. Scootaloo scooted lazily on her scooter, clearly frustrated at the slow pace the mares were going. Pinkie hopped up and down, beaming at an uncomfortable-looking Silver Spoon as they wandered off themselves. Applejack wandered off alone, silently thanking Twilight for having her go off on her own for a bit. She didn't want to snap at anyone again.

Back at Night Shade's lair, Apple Bloom was stewing in her anger. She no longer tried to come up with happy feelings, all she had was memories of a miserable life that she'd escaped from. Seeing this, Night Shade smiled, his hungry eyes glowing red. It had been so long since he'd absorbed so many ill feelings. So long since he'd felt so strong. It was time.

“Apple Bloom.” Night Shade said, coming up behind her. “Would you like revenge?”

“Revenge.” Apple Bloom mused, keeping a blank expression apart from a slight frown. She didn't so much as flick an ear back in question. The playfulness had gone from her eyes last night. Perfect. “What do you have in mind?”

“Stand up and look at me.” Apple Bloom did as she was told almost mechanically. She looked Night Shade in the eyes. “Good, now close your eyes.” Apple Bloom did so once again. Night Shade smiled triumphantly. “Goodbye, Apple Bloom.”

For an instant, Apple Bloom questioned this choice of words, before a white light enveloped her. Such pure white, especially after spending so much time in this dark world, blinded her. She only just started to consider the possibility that she made a huge mistake when her mind was lost to sheer pain, which left her writhing and screaming. It was like her blood was turned to ice and her muscles were stretching like they were being torn apart. First her limbs, than her torso and neck, and finally her facial muscles. Her upper back and forehead in particular seemed to catch fire.

The pain ebbed slowly, the light faded, and her eyesight returned quickly. Night Shade smiled gleefully, evilly. “Wonderful. I'll do good work with you under my hoof, 'friend', I'll become infinitely powerful within a day.”

Such thoughts overwhelmed him with glee and he through his head back and laughed. Oh, he could practically taste the sweet victory now.

A chill ran down Luna's spine at the same moment. She shuddered, suddenly halting her flight.

“Luna? Did you see anything?” Twilight called and she and Dash flew over to her.

“No, but -” Luna said, her breathing labored and her eyes darting around as though she expected an ambush. “Something's happened. I felt a surge of dark magic.”

“So there is something up!” Rainbow scowled.

Twilight glanced down at the trees below. “Everypony needs to get back together, but I need to find a decent meeting spot.”

“Make haste, my friend.” Luna told her. “We don't know how much time we have.”

Back on the ground, Applejack was grateful for the silence. It had given her time to think. She shouldn't have been mad at the weasel, it was probably just trying to survive. But...survive what? Surely Apple Bloom remembered not to go alone with strangers for anything, so what had gotten into her head? Had she been that lonely and desperate? Was she okay now? Was she scared? Hungry? Cold?

A fair distance away, things were anything but silent, as Pinkie prattled on and on to a so-far quiet and awkward-looking Silver Spoon.

“So after Maud moved out, it was just me, Marble and Limestone for a while.” Pinkie said, her eyes darting around merrily to and from tree to tree. “They weren’t very good playmates, though. Limestone was always a big grumpy-pants and Marble doesn’t talk much. It's a lot better to have more friends to play with! That's why I spent so much time in Ponyville after I got my cutie mark.”

“I-I...wouldn't know.” Silver mumbled, not intending for Pinkie to hear. This apparently failed. When Silver noticed the moment of silence, she peered at the pink mare to find her giving her an odd look. She looked...pensive. Knowing anyway out of this was pointless, Silver sighed in defeat. “Diamond Tiara was the only friend I ever had, and all she ever wanted to do was flaunt our wealth around.”

“Only one friend?” Pinkie asked. It wasn't a question of shock or even surprise, but of confusion. But Silver seemed like a nice enough pony on her own – how did she have no real friends?

“Well, I can't remember my time in Manehatten too well. We moved to Ponyville when I was little. Tiara was...the first filly to even talk to me...I think. I wanted to get her to stop being mean, but I didn't want to risk losing my best friend.”

“Well, that's okay.” Pinkie said, giving the downtrodden filly a sunny look. Appreciating this, Silver was surprised to find that mustering up a small smile for Pinkie's sake was...actually quite easy. Silver's smile grew and her spirits lifted along with it. She knew Pinkie was popular back home, but she never imagined anypony would be this easy to talk to.

“So...” Silver started, finally looking Pinkie in the eye. Pinkie smiled at herself proudly; it seemed that she'd finally gotten through to Silver Spoon. Hopefully, that meant no more frowny-face. “What's it like having sisters?”

Not terribly far away, the remaining four ponies were...well, Sweetie Belle and Scootaloo were searching tirelessly for Apple Bloom. Fluttershy was keeping close to Rarity, who was instead keeping watch for danger. She knew they were to keep an eye out for Apple Bloom and she was, but it wouldn't do anypony any good if the other fillies went missing too.

The sunny clearing the four came to seemed out of place. Rarity and Fluttershy were both captivated by the sheer beauty of the glove. The place was dotted with lovely, bright flowers and a large majestic tree stood tall in the middle. Scootaloo and Sweetie, though, only saw the huge apple in the center. Big enough to share.

“I guess it's no use going hungry, huh?” Sweetie said to Scootaloo. The young pagasus smirked at her in agreement. The ferret on Fluttershy's back was jumping up and down on her back in panic.

“Nope.” she said, revving her wings up. Actually, she seemed more excited to finally be able to go fast than to have lunch. As she scooted up to the apple, it only vaguely occurred to Fluttershy that there were no apple trees around.

Nopony knew what was happening the next moment. One instant, Scootaloo was reaching for the apple, the next she was being constricted with vines and dragged towards the tree, which now sported a huge flower. Scootaloo screamed louder than her companions.

Though the fillies had lost their minds to terror, though Rarity and Fluttershy recognized a familiar rainbow steak, plummeting from the ground and slamming into the plant. Rainbow Dash punched and kicked the vines so that they dropped Scootaloo, who scurried back to the huddle where she was hugged and asked if she was okay by her friends.

Rainbow few quickly and tactfully so that in seconds, the vines where in confused knots. That threat being dealt with, Rainbow punched the petals. With each blow, she let out a word. “Don't – touch – my – sister!” It wasn't long before the plant gave a cry of defeat and retreated back to the tree.

Rainbow huffed as she landed and trotted over to the group. “Scoots, you ok-” she started, but she was cut short when Scootaloo and Fluttershy both hugged her. Rainbow shrugged, supposing this was good enough.

When Fluttershy and Scootaloo let Rainbow go, the ferret was quick to get Fluttershy's attention and she carefully slunk into the clearing to him. The critter chattered as Fluttershy followed him to a small cluster of flowers. Her eyes widened at what the ferret pulled out of the stems.

“Girls!” Fluttershy called and the four rushed over to them. The ferret was once again on Fluttershy's back and I her mouth was...a pink hair ribbon.

Rarity's tail wrapped instinctively around Sweetie Belle, who's mouth went dry. Scootaloo's thought process completely stopped and Rainbow got a sinking feeling in her stomach.

“Don't worry, the ferret said that the plant didn't get her.” Fluttershy said, and the other four seemed to relax at this.

All at once, each of the ponies felt the urge to go to a single place. This must have been Twilight's hoof-spell, telling them where to go to meet up.

Twilight had found a pretty safe-looking cave for the night and she and Luna awaited their friends. Applejack, who had been the nearest, had been the first to arrive, than came Fluttershy, Rainbow, Rarity and the crusaders, and lastly came Pinkie and Silver.

The Confrontation

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Night Shade's eyes snapped open, having felt a flux of pony magic a few miles away. He must have finally been strong enough to sense it, whatever it was, however long it had been here.

“It seems we have visitors.” Night Shade spoke, not moving otherwise. His eyes shot over to his newest creation and he smiled. “Shall we give your new abilities a test run?” Silence. “More emotions to consume...and very powerful magic. Come. Let us prepare to greet our new friends.”

The fillies yawned as the protective spell went down from around the cave. The older ponies, though, were quite awake.

“Alright, girls.” Twilight started, her horn glowing as her retrieval of the spell completed. “Where do we start today?”

“We've been out her for three days!” Rainbow complained. “Don't you think if Apple Bloom were here, we'd of found her by now?”

“We stay out here till we find her?” Applejack's voice was firm, and Rainbow frowned at her. Suddenly, Luna's heartbeat picked up as the surge of dark magic returned, stronger than ever.

“Luna?” Twilight asked, picking up on the larger alicorn's fearful look.

“He's here.” she said in something of a gasp. Before anypony could even asked, a flash appeared before them and died down as quickly as it had come. There stood what appeared to be a little black unicorn foal with an insidious expression. “You...”

“Aw, you remember me.” the foal cooed, not sounding like a foal at all. Noticing the unsure looks of the other ponies, he raised an eyebrow. “Oh dear, how rude of me. I suppose this form is unfitting for our first meeting.”

“Form?” Twilight asked and she opened her mouth to ask what he meant, but was shocked into silence at what she saw. The foal's body distorted out in a sickening way, areas of flesh stretching and folding, and soon the foal looked more like King Somba had than a foal. Twilight's mind went blank.

“Do you two...know each other?” Rarity asked, swallowing to suppress her gag reflex. What had just happened had made her feel ill.

“I met him over a thousand years ago.” Luna said, her memories seeming to return on cue now that this...creature was here before them. “I fell into his trap. Celestia freed me before he could do too much damage, but by that time...”

“Didn't those Nightmare things turn you into Nightmare Moon?” Rainbow asked.

“Mostly, yes, but they would have never willed their influence on me if he hadn't clouded my mind before. I might have gotten away, but he is the one who set my hooves on the path. He finds somepony venerable, blocks all positive memories and uses it to twist and corrupt them. He gains power from misery, which he can also create and amplify for even more power.”

“Very good.” the creature said, his manor of speaking no longer sounding strange now that it wasn't in a foal's voice. “I'm from even before any of you ponies could remember, and your kind have a greater capacity for emotion that anything I've seen in eons. Why, that little filly alone was like a walking buffet.”

“Filly?” Applejack questioned, and immediately took on an aggressive stance. “Where's Apple Bloom? What'ja do with her?”

“Oh we had great fun together.” he said. Applejack's face drained of color. Had? “Perhaps you would like to meet her, before we move on to the cities and such, where the fear and panic will make me unstoppable. Until than, I think I'll just enjoy a little appetizer.”

Luna tried to shoot at him with her magic in a panic, but he teleported out of the way to a safer place. The ponies could see him raising up his head and his eyes glowing a bright green, summoning up another creature, which appeared where he had stood before.

It looked like a skinny manticore, but not exactly. It was about half the size, with a streak of red hair going down the back of it's neck in place of a mane, small paws that looked more nimble than powerful, a pale cream coat and – hauntingly – a very pony-like quality to it's face. On it's forehead was a small insignia, that looked like a fancily drawn flame. It's amberish eyes struck Applejack.

“A-Apple Bloom?” she asked, sounding small. The creature responded by roaring at her, showing it's huge maw full of pointy teeth and fangs. Fluttershy yelped and crouched down, shivering in fear.

“Mmm.” the hum turned the mares' attention to the first creature, who looked to be savoring something. “Fear's not as good as misery, but it's quite welcome.”

“Have courage, Fluttershy.” Luna warned, continuing to eye him. “Don't give him the gratification of your fear.” Without missing a beat, she turned back the the fillies, who had ducked back into the cave where at least they were somewhat safer than out here.

“Apple Bloom, attack.” the first creature spoke and the second obeyed instantly, letting out another roar and leaping at the seven ponies. Applejack, her shock at all of this slowing her down, was out after seconds when Apple Bloom slammed a claw into her, sending her flying into a tree. Twilight, Rarity and Luna all blasted at it with their magic, which was harder than it looked while still suppressing their emotions and after a few moments, Twilight and Rarity grew exhausted. With a single swipe of her opened claw, Rarity fell back into the cave unconscious and Twilight barreled into Rainbow Dash, momentarily disorienting them for a moment.

“Magic doesn’t seem to work.” Luna yelled up at them, and was quick to dodge another swipe, this time with fully extended claws.

“Than what does?” Rainbow asked as the ferret suddenly appeared on Apple Bloom's back, biting into the back of her neck. She drew herself back in pain, throwing the ferret off of her and into a cave – where Fluttershy was hiding.

A yellow blur rammed into Apple Bloom's face, finally seeming to have an effect. The remaining ponies watch, impressed, as Fluttershy continued her assault. When Twilight noticed that the first creature seemed to be relishing in something, his eyes glowing, she turned back to Fluttershy.

“Fluttershy, stop!” she called. “He's feeding off your rage, you need to calm down!”

“Fight! Fight! Fight!” Rainbow Dash cheered blindly, not seeming to notice the looks she got from her remaining companions.

There was a strange energy building up in the crest, Twilight and Luna felt. Before either of them could question it, a burst of wind-like power over took them, sending them and Rainbow away. Twilight and Luna were down, but Rainbow Dash maneuvered herself back inaction, receiving an excited cheer from Scootaloo back in the cave.

With the only vulnerability exposed, Pinkie began kicking at Apple Bloom's clawed legs as Rainbow Dash tackled her from the air again and again, which seemed to be much more effective. Pinkie was kicked away herself, and while it took a while to catch Rainbow Dash, the pegasus eventually tiered and was caught and slammed into the ground with finality.

Back in the cave, two of the three fillies were fearful, the last looking bold. “What now?” Sweetie Belle asked, trying to suppress her tears.

“We'll just have to take Apple Bloom down ourselves.” Scootaloo spoke bravely, met with surprised 'whats' from Sweetie and Silver. “Maybe that's a way to get her back. If we beat her, that thing will leave her alone. Probably.”

“I-I guess that could work.” Sweetie Belle said uncertainly. Silver Spoon kept quiet. “We have to try.” Scootaloo said, jumping on to her scooter and zooming outside, followed by Sweetie Belle. It didn't last long.

While Scootalloo's weaving between her feet clearly messed with Apple Bloom's balance, Apple Bloom eventually began kicking erectly and it didn't take long for Scootaloo to be knocked off of her scooter, just staying conscious enough to watch her beloved scooter be crushed beneath a clawed foot. Sweetie Belle, not knowing what else to do, simply charged with her eyes closed. The lone tackle didn't do much, and she soon joined the others scattered about.

Silver Spoon watched on in horror. Seven adult ponies, including two princesses, and two other fillies had gone up against that thing and it didn't even seem to be breathing hard. So what chance did she have? Apple Bloom would surely rip her to shreds, she couldn't go home, and she would never survive on her own. Silver Spoon was trapped. There was no choice, but she had one idea. She walked out of the cave calmly, being sure to keep her feelings in check.

“Apple Bloom!” she called. The beast looked at her, and her eyes widened with recognition – she knew at once that Apple Bloom recognized her. “I'm sorry!” Apple Bloom grunted and paused.

“Fool!” the pony-looking creature spat from his safe place. “Why are you hesitating. Attack!” On the last word, his eyes flashed green, and the crest on Apple Bloom's head flashed the same green. She threw her head back with a roar and moved toward Silver Spoon, but she filly noticed the hesitation. She stammered a bit as she continued.

“Apple Bloom, I'm sorry!” she repeated, unable to stop the tears in her eyes from falling. “I've felt awful ever since you ran away! I've seen how real friends are with each other! I was wrong, a-and stupid and small-minded!” With each passing moment, the hesitation grew until Apple Bloom actually seemed to be in pain. Silver continued. “Apple Bloom, you're better than this! You're kind, brave, fun, and have more friends than you know.” She paused, unable to think of anything else to say. “This isn't you. I know this isn't how you want to be.”

Apple Bloom swiped at Silver Spoon, sending her flying. A trail of sparkling tears followed the filly and Night Shade laughed, seeing all ponies down. What only Apple Bloom noticed was the tears of regret that fell on her – one directly on her crest.

Night Shade's celebration was cut short as Apple Bloom began thrashing around, snarling and winning, rubbing her crest with her paw. Eventually, Apple Bloom began ramming her head against the rock wall of the cave – anything to stop the burn in her head. It burned so badly and it felt like it was killing her.

“What's wrong with you?” Night Shade asked, sneering at her. “Stop this foolishness and come. It's time for Equestria to fall.”

After a few good rams, the crest broke, and Apple Bloom fell to the ground. Now free of the crest, she reverted back to a filly – her body battered and bruised. Night Shade growled, wondering what happened, when a surge of magic struck him, and unlike Apple Bloom had been, he was not impervious to pony magic.

“Curses!” Night Shade yelled, and disappeared in a puff of black smoke. As the other ponies joined her, they could just make out him swearing that he'll be back – and he'll reign vengeance down on each of their bloodlines.

“On his own, he's pathetically weak.” Luna said, still slightly out of breath. “It's why he needs his pawns.”

“Apple Bloom!” All eyes turned to the injured filly, who cracked open her eyes, surrounded by Applejack, Fluttershy and the three other fillies. “You alright there, sugercube?”

“What did you guys do to me?” Apple Bloom asked and struggled to keep her head before before it dropped like a stone. “Everythin' hurts.”

“Here, Apple Bloom.” Twilight said, coming up the them, and she touched her horn to the exact spot the crest had been. The healing spell engulfed her and after a brief moment of pain, there was a feeling of bliss that was over far too quickly. Apple Bloom, feeling completely rejuvenated, stood up. “Better?”

Apple Bloom nodded as Applejack replaced her hair ribbon back in her hair and her ferret hopped up onto her back and she smiled as he nuzzled her.

“Apple Bloom?” Silver Spoon asked, getting the fillies attention. “I don't know if you heard before, but I'm really sorry. I didn't –” Silver was stopped when Apple Bloom hugged her – she remembered everything Silver had said, and knew she was sincere. Scootaloo and Sweetie Belle joined in.

Apple Bloom's heart swelled with joy. Tears of pure happiness weld up in her eyes and slid down her cheeks as she nuzzled Scootaloo and Sweetie Belle. Her friends. Her very best friends who she couldn't imagine life without anymore. “I love you guys.” she whispered.

Within the hour, Ponyville saw it's missing members once more, plus Apple Bloom with a new furry friend and Silver Spoon with a new outlook.

To celebrate their safe return, Pinkie decided now was the perfect time to throw an 'Apple Bloom-is-back-safe-and-we-all-really-love-you' party.

Babs with her new cutie mark, a nicely reformed Silver Spoon, Twist, Snips, Snails, Button, Dinky, Rumble, and many others were there. Diamond Tiara sulked in a dark corner looking at Apple Bloom with hate-filled eyes.

Sitting up at the counter, the crusaders all awaited eagerly as Applejack carried over what Apple Bloom recognized as the package she'd picked up at the start of summer. Applejack smiled sheepishly at them. “It was supposed to be for the first day of summer, but I don't see the harm in it bein' for your party instead.”

Inside was a large square cake with Apple Bloom, Sweetie Belle and Scootaloo's faces on it, with 'cutie mark crusaders' written in red icing. The frosting for the edges was red, orange, pink and two shades of purple. The crusaders, being the guests of honor, each got the first slices; moist, fudgy chocolate cake with sweet, sweet icing.

“Apple Bloom, tomorrow is gonna be a full day of nothing but crusading.” Scootaloo promised.

“What about your scooter?” Sweetie Belle asked.

“Silver already promised she'd get me a new one – we're going to go look at some after the party.” the young pegasus replied.

“It's gonna be weird having a rich friend.” Sweetie mused.

“And after that, it's back to crusading, right?” Scootaloo asked excitedly.

“Actually, girls.” Apple Bloom said. “I feel like I've gone on enough adventures for a while. Think I'm just gonna relax at home tomorrow.”

Sweetie and Scootalloo smiled. “Whatever you want, bestest of best friends!” Sweetie chirped, and the three fillies hoof-bumped. “Cutie Mark Crusaders day off! Yay!”