> A Quest for Harmony
>  by Doodle Note
> --------------------------------------------------------------------------

> Prologue: The Fall
> --------------------------------------------------------------------------

Once upon a time in the magical world with a balance of harmony and chaos named Toonera, there lived a 10-year-old boy named Kai, who spends most of his days with his young sister, Nya, and their pet talking purple alicorn, Twilight Sparkle. They lived in a blacksmith shop in a cozy village with their mom and dad .

"Dad," Kai said. "When I grow up, I want to be just like you."

"That's okay, son." Dad said. "When I was your age, I had dreams too."

"Like being a blacksmith that lives in a blacksmith shop with his wife and children?" Twilight asked.

"That's right, Twilight." Mom answered as she turned to Kai. "Kai, can you get some groceries? We're almost out." She takes out a list.

"If you insist." Kai said as he took the list. "Come on, guys! Let's get those groceries!"

The trio run out the door as Kai puts a wagon on Twilight's back. Twilight runs to the market with the rest in the wagon. After all that, the trio reach the market.

"So, what's on the list we need to get?" Nya asked.

Twilight takes the list out. "We need apples, carrots, cheese, lettuce, and onions."

"Wow." Kai said. "Just five things and that's it?"

"Five items means less hassle." Twilight said.

Kai sighed in relief. After the trio got what they needed, they went straight home. Kai enjoyed the way life was. But part of him wishes for adventure. A sudden explosion came as the trio stopped.

"What was that?" Nya asked.

"I don't know." Twilight said. "But we should check it out."

The trio ran to the place where the explosion was. They saw everyone in shock and fear. The trio turned and saw a giant dragon standing in front of the whole village.

"Holy mother of pearl!" One of the villagers exclaimed. "Is that a dragon?"

"You know, I heard they were big." Another villager replied. "But that's the biggest dragon I've ever seen in my entire life."

The dragon roared, which blown some villagers away.

"What is that dragon?" Nya asked.

"I don't know!" Twilight said. "I've never seen a dragon that big before."

"We have to warn Mom and Dad!" Kai yelled.

The trio run back home as fast as they could. They reach home, but they saw half their house crumbled down and saw their dad trying to help their mom out.

"Mom!" Kai yelled. "Are you okay?"

"No." Mom said.

"Are you hurt?" Kai asked.

"I'm stuck." Mom answered.

"Do you want us to help?" Nya asked.

"Get me out of here!" Mom yelled.

Kai turned to Twilight. "Twilight, use your magic or something before the dragon will eat us all!"

Twilight lit up her horn as she lifted the piece of debris off of Mom, lifts her and puts her on the ground.

"Thank you, Twilight." Mom said.

"You're welcome." Twilight replied.

"We have to get to safety!" Dad said.

A guard flies to the family. "Get to the underground shelter! It'll be safe there!"

The family ran to shelter. Meanwhile, five guards were fighting the dragon with archers and cannons.

"Okay everyone," The commander said. "All of the citizens have ran to shelter. Stay in position until that huge dragon comes."

"Sir! I can see it!" One of the guards yelled.

The rest of the guards and the commander saw the big dragon.

"Archers!" The commander yelled.

The archers shot many arrows at the dragon, but the arrows broke every time they reached the dragon.

"It's not working!" Another guard said.

"Time for plan B." The commander mumbled. "FIRE!"

The guards fired the cannons at the dragon, but the dragon's skin was tough as armor.

"Everyone! Retreat!" The commander said.

All of the guards ran from the dragon. Several hours have passed, and all of the villagers got out of shelter and saw part of the village burned and crumbled down. The next day, parents were forced to send their children to another place so they can be safe. So they went to the train station to send their children to someplace no one can find them. But Kai, Nya and Twilight were just getting ready. They were packing everything they have and bringing those stuff with them.

"Do we really need to go?" Nya asked.

Twilight nodded.

After they packed what they needed, their parents took the trio to the train station saying goodbye to them.

"We're really going to miss you three." Mom said.

"This might be the last time you see us." Dad said. "We're going to miss you all. Even when we're gone, we're still going to miss you and we'll love you. Take care of yourselves, okay?"

Kai nodded as he and the others went on the train. As they did, Nya waved to the place she and the rest called home. Four hours later, the trio finally reached their destination, Canterlot. The trio walk out of the train and figured out it was raining. They leave the train station and started looking for a someone who can let them live in their home. They knocked on every door of Canterlot, but those who live in those houses rejected them. So they moved into a dark alley living in a big empty crate. They waited for someone to pick them up, but Twilight looked up and saw a guard right in front of them. Kai and Nya saw him as well.

"All of you come with me." The guard said. 

The trio followed the guard all the way to a big castle. They went inside and saw that the hallways had stained glass windows with fancy designs. Then they went into the throne room and met the rulers of Canterlot, Princess Celestia, and her sister, Luna. Kai explained everything that happened and why he and the others were in Canterlot in the first place. Celestia agreed to let the trio stay in the castle.

"It was nice for Celestia to let us stay in this castle." Kai said.

"Well, she is pretty nice." Nya replied.

"It would be nice for Mom and Dad to be here." Kai added. "But they let all of us go for our own protection. Except for Twilight's parents. Hers were killed from a hunter."

Twilight frowned. "Yeah. But Shining Armor was taken away. He's my BBBFF. And you both know what that means."

"Big brother best friend forever." Kai and Nya said in unison.

"He's still alive." Twilight said. "I know he is." She looks out a window. "I just want to go out there and find him like most people do."

"Don't worry, Twilight." Nya replied. "We might live a happy life here. I guess."
> Chapter 1: The Quest Begins
> --------------------------------------------------------------------------

Several years have passed, and the trio were having a good time in Canterlot. Kai and Nya were taking combat lessons and were learning about creatures that have been known a long time ago by one of the guards. While Twilight learned to fly and was reading books about pony hybrids, using magic for battle, and wizards and witches. Twilight even got her Cutie Mark when she saved Canterlot from an Ursa Minor. They could've been happier than staying in their new home. But ever since the fall of their village, Kai has been getting dreams involving him, strangers, and forces of evil some nights.

One day, Kai had a dream. He was walking in a castle hallway looking for a way out. But what he heard was sobbing. Kai had no choice but to follow the sound of sadness. He stops at a door and opens it. What he saw was a pink unicorn with a purple mane and magenta eyes. He looked over the unicorn and saw that her leg was chained to a wall. Kai walked up to the unicorn as she grabbed his shirt.

"Help...me." The unicorn said. "It's...a trap." She lets go of Kai's shirt.

Kai backed up as he heard footsteps behind him. He turned and saw a blue unicorn stallion with a mane with two shades of blue and blue eyes, a white earth pony with a white mane and blue eyes, and a blue pegasus with a mane with the shades of the moon and blue eyes.

"Help us." The unicorn stallion pleaded. "Please."

"We don't want to do this anymore." The earth pony said.

"Beware of the evil one." The pegasus warned. "He's after all of us!"

"Evil one?" Kai asked as he heard a laugh behind him. He turned around and saw a monstrous creature with dragon wings and horns. The creature flew to Kai as Kai braced himself. Kai woke up with a jolt and saw himself in his room. He sighs. "It was just another dream." Kai turned and saw Nya and Twilight at his door.

"Did you have another dream?" Nya asked.

"Yeah." Kai said. "But what are you two doing here?"

"Princess Celestia wants to have a word with all of us." Twilight said.

Kai nodded and got out of his bed.

After that, the trio runs to the throne room and saw Celestia and Luna in front of them.

"You called?" Kai asked.

"Yes." Celestia answered. "We've been wanting to tell you about something you have to do for us."

"What is it?" Twilight asked.

"We need you to defeat the most cruelest threat of Toonera." Luna said.

"His name is Plankton." Celestia said. "A very dark wizard. A controller of every threat in this world. A fiend that was once our friend."

"What does he want?" Kai asked.

"His plan is to destroy the balance of harmony and chaos and to take over the world." Luna answered.

"But legend tells of six ponies separated in groups that can defeat the dark wizard with the Elements of Harmony." Celestia said. "Honesty, Kindness, Laughter, Generosity, Loyalty, and Magic. And with those elements, those six ponies and their friends can defeat Plankton and save the balance. And you three are one of them."

"So this means Twilight is the Element of Magic?" Kai asked.

"Yes." Luna answered.

"We are sending all of you on a quest to find the other five elements and to defeat Plankton." Celestia said. "Will you save the balance and the world?"

Kai looked at Twilight as Twilight nodded at him to say yes. He turns back to Celestia. "We'll do it."

"I was hoping you would say that." Celestia said as she puts a saddle bag on Twilight's back. "You all must go before it's too late."

"But before you go, you all need to get dressed." Luna demanded.

The trio went to their room to get ready. After they did, they went back to the throne room. Kai was wearing a white shirt, red pants, a leather sash, black shoes and a red cloak. Nya was wearing a blood red crop top, a knee-high pitch black skirt, a necklace with a ruby charm, a brown belt, dark green leggings under her skirt, and purple shoes. And Twilight had her dark blue shoes on each one of her legs.

"We won't let you down." Twilight said.

After that, the trio left the castle and walked into the forest to start their journey. Their first obstacle was a long bridge with a breezie standing guard. Twilight knew she or one of her friends had to give away something very precious, so she gave away a childhood gift from her parents, Smarty Pants. Their next obstacle was an unstable river. Kai was about to pass, but a serpant popped out and helped the trio cross the river. Then they entered a cave. They walked following the path to where the cave was taking them as they stopped seeing two ways going left and right. They didn't know which way is safe, but a giant purple snake told the trio to go left because it was safer. The trio went left and it was a safe path. After they got out of the cave, Twilight looked at the sun and saw it going down. She told the others that they should get some rest, and they both agreed. That night, the trio was fast asleep with a fire glowing in front of them. Everything went smoothly, but Twilight woke up and heard footsteps. She got up and walked to the place where the footsteps were coming from.

Kai woke up as he turned to Twilight and saw her wide awake. "Twilight, what is it?"

"I hear something." Twilight said.

Nya woke up and rubbed her eyes. She finally opened them and saw Kai and Twilight awake and joins them.

The footsteps kept coming as Twilight pounced on the source of the footsteps, a man with red hair wearing a blue shirt strapped with a black leather sash, gray pants, blue shoes, and a white headband.

The man screamed. "Please! D-Don't hurt me! I'm innocent! I swear!"

Twilight puts on a shocked face and got off the man in blue as she turned and saw a pink pony with a mane that's another shade of pink, blue eyes, a black mask-like marking over her eyes, and had two tentacles hanging from her mane with it's color fading to blue on the ends with dark pink dots who was glaring at her.

"Leave my friend alone!" The squid-pony hybrid yelled.

"Sorry," Twilight replied. "I thought he was someone else."

"It's okay." The man in blue said. "Everyone makes mistakes."

"What are someone like you two doing here?" Nya asked.

"Running away from changelings." The squid-pony hybrid answered.

"We understand you, but we need to get some sleep for tomorrow." Twilight said.
> Chapter 2: Medallion
> --------------------------------------------------------------------------

Kai had another dream. But this time, he was in a cavern finding his way out with a lantern by his side. He heard running coming from the dark. Kai got his sword out just in case. But what came out of the dark was a bright purple unicorn filly with a golden mane and gold eyes. Kai puts his sword away and walks to the unicorn to pet her. "What are you doing here? Where are your parents?"

The unicorn hid behind him.

"What is it?" Kai asked.

The unicorn pointed. Kai turned to where the unicorn was pointing and saw a giant changeling.

The changeling was about to blast Kai with magic, and she did.

Kai woke up from his dream and found Twilight staring at him.

"Did you have another dream?" Twilight asked.

Kai nodded.

After that, the trio continued their journey with the two strangers they bumped into last night.

"I'm Twilight Sparkle. And this is Kai and Nya." Twilight said. "What are your names?"

"I'm Jay." The man in blue replied. "And this is my friend, Pinkie Pie. But I sometimes call her Pinkie."

"It's a pleasure to meet you two," Kai said. "But about your friend, what kind of horse is part squid anyway?"

"Pinkie here is a Squid Pony." Jay explained. "One of the rarest species of hybrid ponies. Squid Ponies have many friendly relationships to other living things. Those include cats, dogs, giant fish, dragons, regular ponies, snakes, birds, and humans."

"But do they have any rivals?" Twilight asked.

"Squid Ponies are rivals with Octoponies." Jay answered. "Pinkie said that Octoponies were dangerous creatures to humans. There was a big war between humans and Octoponies, but the humans were too weak to fight them. But one day, a Squid Pony and his wife, the leaders of the Squid Ponies, came to tell that they wanted to help the humans. The humans didn't know the Squid Ponies well, but they agreed to let them help anyway. And when the next war started, the two Squid Ponies returned with their army. They defended the humans and fought off the Octoponies, and the war ended. And after the war ended, the humans and Squid Ponies became close friends. And the Squid Ponies still live to this day."

"That makes sense." Kai said turning to Twilight. "So, what did she put it that bag?"

Twilight opened the bag. "We have a map, a compass, lots of food and water, some weapons, and some kind of medallion with the colors of the Elements of Harmony."

Nya puts on a surprised face. "Wait, did you say medallion?"

Twilight takes out a gold medallion tied to a piece of brown string with the colors of the the Elements of Harmony glowing blue. "We must have found the Element of Laughter." Twilight turns to Pinkie. "And Pinkie must be the one!"

"Me?" Pinkie asked. "The chosen one?"

"Not just you, Pinkie." Twilight explained. "Kai, Nya and I were sent on a quest to find five more of the Elements of Harmony since we have one of them. But since we have one of them, we need five more. And since we found Pinkie who is the Element of Laughter, now we need four more."

"But what does that make you?" Jay asked.

"The Element of Magic." Twilight answered. "Now that we have two, we have to find the others. If only there was something or someone who might help us."

Pinkie started to sniff the air as Jay and the travelers noticed her.

"What is she doing?" Kai asked.

"I forgot to mention that Squid Ponies have a strong sense of smell." Jay answered.

Pinkie started to run.

"I think we should follow Pinkie." Nya added.

"Maybe we should." Twilight replied.

The others started to follow Pinkie not knowing where they're going.

'Pinkie's like a specially trained bloodhound,' Kai thought. 'But with super senses!'

After chasing after Pinkie for miles, the travelers stopped and found themselves near a prison.

"We were following Pinkie to a prison?" Nya asked.

Twilight looked at the medallion and saw it glowing red. "Pinkie must have found the Element of Loyalty!"

"Okay, we'll just get the Element of Loyalty and that's it." Kai said.

Pinkie blocked Kai's way. "You can't come in there!" She warned.

"Um, why?" Kai asked.

"This prison is being guarded by changelings!" Jay answered. "If you get in there, they'll lock us up, and you'll never complete your mission!"

"What happened to the human guards?" Twilight asked.

"They all got locked up!" Pinkie exclaimed. "But we need to be sneaky as possible when we're in there. Got it?"

The travelers nodded.

"Good!" Pinkie said as she gets out a rope, tied it around her waist, and turns to a squid.

"How did Pinkie do that?" Kai asked.

"Squid Ponies can turn into squids." Jay said seeing Pinkie squirting pink ink at the wall. "And they squirt out ink."

After they sneaked into the prison to look for the right cell that the Element of Loyalty was in, the travelers kept following Pinkie's senses. The travelers stopped.

"Where to now?" Twilight asked.

Pinkie sniffed the air. "We need to go right."

The travelers went right. After looking through many cells, Kai heard an ear-piercing sound of a clarinet.

"Argh!" Kai exclaimed. "What is that loud sound!?"

The rest heard the sound as well. They all went up to the door Kai was next to.

"If only we had a key." Twilight said.

"Oh, don't worry." Pinkie replied pulling out a prison key from her mane. "I was holding one the first time I came to this prison."

Jay smiled. "Oh, you saved it."

Pinkie placed the key into the keyhole, twisted the key to the left, pulls the key out, and opens the door.

The travelers went inside as they turn seeing a blue pegasus with a rainbow mane and magenta eyes wearing a red headband and purple shoes on each leg, a man with blonde hair wearing a green cloak, black gloves, a green headband, black shoes, and green pants, and a pale green squid wearing a brown coat and gray shoes playing a clarinet.

Twilight looked at the medallion and saw the red light glow brighter. "We found the Element of Loyalty!"

The prisoners turn to the travelers.

"Who are you?" The squid asked.

"Are you guys arrested too?" The man in green asked.

"Well, no." Twilight answered. "We're here to get all of you out of here."

"Why?" The pegasus asked. "We've been arrested for no apparent reason."

"Three of us were sent on a quest to find the last five of the Elements of Harmony since we have one of them." Twilight explained. "We have Magic and Laughter. And now we need Loyalty. We need you and your friends to come with us. So, are you in?"

"Okay." The pegasus agreed.

"Finally, someone who can help us!" The man in green exclaimed.

"Now before we leave, we must introduce ourselves." The squid said. "My name is Squidward Tentacles, one of best clarinet players of Toonera. This is Rainbow Dash, a soldier that is well known to the world. And this is Lloyd, a combat expert with a taste for adventure."

"I'm also Lloyd's steed." Rainbow said.

"We should probably get you guys out of here before we get locked up." Jay added.

Meanwhile, two changelings were walking around the prison searching for intruders, but they suddenly stumbled upon pink ink.

"What is that stuff?" One changeling asked.

The other changeling dips his hoof into the ink and smells it. "A Squid Pony is here."

Back with the travelers, they were looking for a way out so they wouldn't be caught.

Twilight turns to Jay. "So, how did you and Pinkie meet?"

"Well," Jay started. "I once lived in a cabin with my parents. My dad would always get some wood and hunt for some food, while my mom would clean and cook. It was pure harmony for me. And that cabin was my home. But that's when my life changed. One day, I was in bed in my room gazing at the stars and wishing at one of them for a friend. But I looked down and saw changelings in disguise walking to the cabin. One of those changelings knocked on the door as my mom answered. That changeling lied about being a babysitter, but my mom refused to let those changelings in. But those changelings got in by force knocking my mom over. So I got out of bed and hid in the closet. Those three changelings broke the door down and got into my room. I heard my mom saying that if those changelings don't get out of the cabin, she'll call the Mainland to send some guards over. But one of those changelings knocked my mom out. I tried my best to keep quiet because I knew they were after me. But I accidentally made a sound, and the changelings found me in my closet. and they knocked me out with some kind of magic gem. I woke up in a prison cell. I ran to the door, but it was locked. I tried to use my strength to break it down, but I lost hope and waited for someone to get me out of that prison. But that's when I met Pinkie one day. She unchained me and helped me escape. I didn't know how to get back home, but I did find a trail of hoof prints to help me get home. So I followed them and Pinkie followed along. It took forever, but I finally found the way back to the cabin. But when I ran to the cabin, it was burnt down. I noticed that those changelings burnt it down while I was knocked out. I also noticed that my parents were gone too. I was traumatized. But Pinkie calmed me down with a song. I smiled because of Pinkie and decided that I should come with her. She even brought me to her town of Squid Ponies and her parents agreed to let me stay at their house. Her dad was the mayor of the town of Squid Ponies by the way. Plus, Pinkie introduced me to her three sisters. The eldest was a little gloomy, the second sister was a grumpy little girl, and the youngest was silent. And I was curious and shocked about the citizens. Their appearance, the way they act, everything they do. But Pinkie's parents told me a lot about their kind. And by the time of year they call Hearth's Warming, Pinkie and I became best friends. And when we grew up, Pinkie and I were now able to get out into the world to find something new to do to our lives. We even got paid for saving lives. Until we bumped into you and your friends."

"So that was the last time you saw your parents?" Twilight asked. "And you became friends with Pinkie's family?"

"Yeah." Jay answered. 

Pinkie sniffed the air. "Uh, guys?"

The other turn to Pinkie.

"What is it?" Nya asked.

"We've got company." Pinkie said. 

The others looked to where Pinkie was looking and saw many changelings running to them.

"Run!" Twilight yelled.

The travelers ran as fast as they could to get away from the changelings. They ran to the left. They also stumbled upon a changeling two sizes larger that the other changelings.

"Leave this guy to me!" Rainbow said as she started to fight the changeling.

Twilight turned and saw the changelings running up to them, but Lloyd managed to bring out a green glowing ball of energy and throw it at the changelings.

"Are you a wizard?" Twilight asked.

Lloyd shrugged. 

The travelers ran down the stairs and saw the exit.

Two changelings ran to the gate. 

"Close the gate." One of the changelings commanded.

The other changeling pulled the lever as the gate started to go down. The travelers ran to the closing gate and managed to escape as the gate closed behind them.

"That was close." Kai said. "Let's get out of here."

One of the changelings spied on the travelers and contacted Plankton. "Master, we lost them."

"I see." Plankton said. "But I have a job for you and the others. Get me those travelers and bring them to me."

"Yes, Master." The changeling said as he hung up.
> Chapter 3: The Jewel Thief
> --------------------------------------------------------------------------

After helping Rainbow, Lloyd, and Squidward escape from the changeling-infested prison, the travelers went on to their journey.

"So, three of you guys were sent on a quest to find the last five elements since you have one of them?" Rainbow asked.

"Yeah." Kai answered. "It was very important."

"I can see that." Rainbow said. "Anyway, thanks for helping us out of that prison. I wonder what happened to the human guards that worked there."

"They all got locked up." Jay added. "Every. Single. One. Even the pony guards got locked up by those changelings."

Squidward looks at Pinkie's appearance. "I've heard of Squid Ponies before, but what happens when you lock them up?"

"Squid Ponies can slip out of cells easily to escape without the guards knowing." Pinkie said.

Nya turns to Twilight. "So, Twilight, what's next?"

Twilight looks at the medallion. "According to the medallion, we have to find the Element of Generosity."

"But where are we going to find him or her?" Kai asked.

The travelers looked in front of them and saw a big village.

"I think over there." Twilight said pointing to the village.

The travelers entered the village starting to look for the Element of Generosity.

Nya looked at the map. "According to the map, we are at Crystal Falls."

Twilight looked at the medallion and saw it glowing purple. "The Element of Generosity is here, alright. But where?"

Pinkie sniffs the air and turns around. "I suppose that cloaked mare can help us."

The rest of the travelers looked to where Pinkie was looking and saw a cloaked unicorn running right at them. The unicorn jumps over the travelers and lands on the ground with no damage. Then three giant dogs chasing the unicorn ran through the travelers.

"Give us back that gem!" One of the dogs yelled.

"Rude!" Rainbow yelled. "Haven't any of you heard of the phrase, 'excuse me'!?"

"Who was that unicorn?" Lloyd asked.

"I know who that is!" Jay exclaimed.

"You do?" Squidward asked.

"That is Rarity!" Jay explained. "She is a well-known jewel thief that steals back valuable stuff to the villagers, money to the rich, and gems of gem owners. Her first theft was when a thief broke into the castle of the Mainland and stole the king's crown. But Rarity managed to steal it back and return it to the king in one piece. And she's the daughter of the well known jewel thieves of Toonera. And she also steals gems from those Diamond Dogs. But what I don't know is who she works with."

"She must be the Element of Generosity!" Twilight exclaimed. "The medallion says we have to follow her!"

"Maybe we should." Nya said.

The travelers started to run after the Diamond Dogs that were chasing the jewel thief, but they didn't know how to get pass them so they could catch the jewel thief.

"How are we going to get pass the those Diamond Dogs?" Lloyd asked.

Pinkie looked up and found a flagpole as she grabbed one of her tentacles and threw it at the flagpole. The rest stopped and turned to Pinkie who flung herself onto the rooftops. She landed on the roof and started to run from one roof to another. She now jumped off the building and landed on the ground with no damage as she squirted ink at the Diamond Dogs. 

"Little did you guys know, Squid Ponies have no fall damage." Jay said. "Even in higher heights."

The travelers kept running after the jewel thief. The jewel thief now jumped over lots of people who are walking. The travelers stopped seeing the crowd of villagers crossing. But Twilight managed to use her magic to carry the villagers to help the rest pass. Twilight followed the others and put the villagers down. The travelers were now at a bridge that the jewel thief was on. After they crossed the bridge, the jewel thief jumped into cave as a door closed. The travelers stopped and groaned in frustration.

"We were so close!" Lloyd exclaimed.

"Now what are we going to do?" Squidward asked.

Twilight looked around and found an entrance to the cave. "We can go into there."

The rest looked to where Twilight was looking. The travelers entered the entrance trying to find the jewel thief that might be the Element of Generosity.

"This place must be a mine or something." Squidward added. "Just looked around you. You can see many shiny jewels. Someone might be looking for all these."

"The gems here are pretty," Twilight said. "But we need to focus on the mission."

"Oh, take it easy, Twilight." Jay replied. "We could just take one of them." He takes one gem out of the wall. "See? It's not that-" He stopped when the wall fell down. "Bad."

Pinkie's eyes lit up with joy. "Look at all these gems! So shiny. So beautiful."

"How many are there?" Kai asked.

Twilight counted the gems. "Ten million."

"Ten million jewels?" Rainbow asked. "Awesome!"

"I say we take a good look." Jay added.

The travelers went out of the tunnel and started walking through the jewels.

"These are a lot of gems." Nya said.

"I knew this was a jewel mine!" Squidward exclaimed.

"But who's been doing all this but Rarity?" Jay asked.

Pinkie sniffed the air as she turned and saw a little girl that looked twelve years old with brown hair wearing a white shirt, a pale blue skirt, black shoes, a red hairband, braces, and a brown cloak staring back at her. "Guys, we have a visitor."

The rest looked to where Pinkie was looking and found the little girl running away.

"We have to follow her!" Twilight said. "She might be with someone!"

The travelers run after the little girl that was spying on them. They ran as fast as they could to get her, but the little girl was fast.

'This girl is fast.' Rainbow thought. 'Even faster than me.'

The little girl jumped as the travelers stopped and found many gems in buckets.

"SERIOUSLY!" Jay yelled. "Who's working with Rarity!?"

The rock that the travelers are on cracks as the travelers fall down to the ground. Twilight saw Rainbow and Lloyd fall in a tunnel. The travelers look up and saw the jewel thief and the little girl standing with a man with black hair wearing a white shirt, a black vest, black pants, and black shoes. The jewel thief takes the hood off and it showed a white unicorn with sapphire blue eyes and a purple fancy mane.

"You're Rarity?" Twilight asked.

"How in the world do you know my name?" Rarity asked.

"Ask Jay." Kai said. "He told us a lot about you."

"Alright, no more funny business!" The man in black yelled. "Who are you are what are you doing in this mine?"

"We're here for the Element of Generosity." Twilight said. "We don't mean any harm."

"Don't mean any harm, huh?" The man in black asked. "Then why are you here? Are you here to steal all of these gems and give them to those Diamond Dogs out there?"

"Heck no." Jay scowled. "We're here for help and that's it. Can't you see that we're trying to save the world?"

The little girl puts on a shocked face. "Did you say save the world?"

"Uh, yeah." Jay said.

"Three of us were sent on a quest to find five more elements since we have one of them." Twilight explained. "We have Magic, Laughter, and Loyalty. And now we need Generosity. And you, Rarity, are one of those elements." She holds the medallion. "And with this medallion, we have all answers. So please, we need you and your friends to help us complete this journey to defeat Plankton."

"Who's Plankton?" Squidward asked.

"That's someone I forgot to tell you." Twilight answered. "Plankton is an evil wizard who is the boss of every threat of this world. His plan is to destroy the balance, and bring Toonera to infinite darkness."

"So that's why you let me and Jay come with you guys." Pinkie said.

"Darken Toonera?" Rarity asked. "Well we can let that happen. I'll help you. But first, I should tell you my friends. This is Mabel Pines, a well-trained spy and my apprentice, and this is Cole, a combat expert that plays by his own rules."

"I'll help you finish your mission." Mabel said.

"Oh no." Cole added. "There is no way I'm helping those intruders."

"Oh, Cole, can't you just give them a chance?" Rarity asked. "We can't just leave them behind. They'll fail their mission."

"Still not doing it." Cole said.

Mabel got out a dagger and pointed it at Cole. "Don't make me hurt you."

Cole wore a frightened face and sighed. "Fine."

"Thank you." Twilight said. "But two of our friends fell into a pit. Do you know where it leads to?"

"It leads to the lair of the Sponge Bat." Mabel said.

Meanwhile, Rainbow and Lloyd fell into a pile of gems not getting a single scratch from them. They pop their heads out of the pile and saw more piles of gems.

"That's a lot of gems over there." Rainbow said.

"Yeah." Lloyd replied. "But some of them looked bitten. Like something was eating them."

Rainbow flies out of the gem pile and inspects one of them and found it bitten. "Some of them are bitten, all right."

Lloyd slides of the gem pile and picked up one of them. "Maybe the bitten ones are leftovers."

"I say we get out of here before we get eaten by whatever consumes these gems." Rainbow said.

Lloyd puts the bitten gem into his bag. 

"What are you doing?" Rainbow asked.

"I'm taking one for inspection." Lloyd answered.

Rainbow and Lloyd started looking for a way out, but what they don't know is that they were being watched by the something that was eating those gems.

Rainbow heard a thud. "Lloyd, did you hear that?"

"I heard it alright." Lloyd said.

They both put on a shocked face as they turn around and saw a sponge with bat wings on his back and blue eyes wearing a messy white shirt and brown pants staring at them like they were dinner.

"Stay completely still." Lloyd whispered.

"Why should I?" Rainbow asked.

"Something tells me that thing can sense movement." Lloyd said.

"What makes you think that?" Rainbow asked.

"I think it's mistaking us as gems." Lloyd added.

"Says you!" Rainbow yelled.

The Sponge Bat hissed as Rainbow and Lloyd scream in fear and run for an exit. They looked everywhere for a way out, but Rainbow found luck seeing a big hole in the ceiling.

'Yes!' Rainbow thought. 'The sun!'

Rainbow picked up Lloyd and flew to the big hole, but the Sponge Bat made an avalanche of rocks falling to Rainbow and Lloyd.

Rainbow turned and saw the rock avalanche. "Oh, you've got to be kidding me." She threw Lloyd to her back and flew as fast as she could to get away from the avalanche. But a rock fell onto Rainbow's head, which made her fall down. Lloyd got up and helped Rainbow get up on her legs.

"You okay?" Lloyd asked.

"I think so." Rainbow said.

The Sponge Bat landed as Rainbow and Lloyd braced themselves. The Sponge Bat screeched, then he spoke. "Have you fell in my lair on accident?"

Rainbow stopped bracing herself and wore a shocked face. "You can talk?"

"Obviously." The Sponge Bat said.

Lloyd was shocked, but he shook his head and glared at the Sponge Bat angrily. "No more of that! What are you, and why do you want to eat us!?"

"Don't be silly." The Sponge Bat added. "I don't eat humans. I don't eat ponies either." He turns to Rainbow and gasped. "Are you Rainbow Dash?"

"Uh, yeah." Rainbow added. "Why?"

"I've heard a lot about you!" The Sponge Bat explained. "You trained as a cadet at the Wonderbolts Academy, where they teach kids and teens how to fight. After you graduated, you became a well-known soldier and protected the humans from every threat that wants to hurt them. I also heard that your general, Spitfire, has been rescued by a Squid Pony. But one day, you've been injured just to protect your fellow soldiers. But after your wing has healed, you took a break from being a soldier. But one day, you saved someone named Lloyd Garmadon from a burning building. I want to be the hero that you are today, Rainbow. You're my idol."

Rainbow smiled. "I never knew that I had a Sponge Bat as a fan. Anyway, what's your name?"

"Spongebob Squarepants." The Sponge Bat said. "I was the one who was devouring those gems. Speaking of gems," He turns to Lloyd. "I would like that gem that you collected."

Lloyd opened his bag and took out the bitten gem. Spongebob took the gem and ate it in one bite.

"That's one delicious ruby." Spongbob said.

"Do you know a way to get out of here?" Rainbow asked.

"Why, yes." Spongebob answered. "Just follow me and I'll show you the way."

Rainbow and Lloyd followed Spongebob to the exit of his lair.

Meanwhile, the travelers were following Rarity, Mabel, and Cole to the lair of the Sponge Bat to retrieve Rainbow and Lloyd.

"So, what's this Sponge Bat like?" Twilight asked.

"He is amazing." Mabel explained. "He's like our personal pet to have. And we feed him some gems when he's hungry. But he finds magical jewels not fresh. He said all Sponge Bats hate magic gems."

Rarity looked around and found the entrance to the Sponge Bat's lair. "I believe we're here."

The travelers heard Rainbow and Lloyd talking to someone. But Twilight managed to take a look and found Rainbow and Lloyd talking to the Sponge Bat. The rest took a look and saw what Twilight was seeing right now.

"Guys! I have a fan!" Rainbow exclaimed happily.

Rarity walks up to the Sponge Bat. "May I present Spongebob Squarepants."

"I've read books about Sponge Bats before." Nya added. "But are some of them friendly?"

"Sponge Bats are generous." Mabel said. "They give food to people every year on special occasions. They also fought with the pegasi when needed to protect their kind, ponies, and humans."

"That makes a lot of sense." Jay added.

"Spongebob," Rarity started. "We're going on a quest with these people to defeat a menacing wizard. Do you want to come?"

Spongebob gasped in joy. "Would I?" He flew to one of the gem piles as he pulled a sack out of his pocket and stuffed some gems into it. Then he flew back to the travelers. "I'm ready!"

After that, the travelers walk out of the cave continuing their journey.

Kai turned to Twilight. "What's next?"

Twilight looked at the medallion. "We need Kindness and Honesty next."
> Chapter 4: Into An Underground Cave
> --------------------------------------------------------------------------

That night, the travelers were asleep. But Mabel was wide awake looking at a silver locket.

Mabel sighed in dismay. "Dipper, I'll never stop looking until I find you."

Twilight awoken and found Mabel sitting down. She walks up to Mabel and sat next to her. "Mabel, is everything okay?"

Mabel turned to Twilight. "Just looking at a locket."

Twilight looked into Mabel's locket and found a picture of Mabel next to a boy Mabel's age. "Who's that?"

"That's my twin brother, Dipper." Mabel said. "We lived happily together. But I lost him."

"How did you lose him?" Twilight asked.

Mabel sighed. "It all started in Gravity Falls. Dipper and I were hanging around our great uncle's shack having a good time. But that's when a dragon destroyed the town. I escaped the crumbled shack, but Dipper was stuck. I tried by best to get him out of the debris, but I saw the dragon coming. That's when a guard came by and ran up to the dragon. But when he saw how big it was, he retreated and took me. I saw the dragon pick Dipper up. He wasn't eaten, but was taken away. That was the day I lost my family. But at least Dipper's okay. I prayed every night that I would find him someday. I traveled around the world for a new home, but I lost hope and given up. But that's when Cole and Rarity found me. But I still prayed that I would see Dipper again."

"I lost my brother too." Twilight added. "He was taken away from me. And I wanted to find him. But don't worry. We'll find your brother."

Mabel smiled as she and Twilight went to sleep.

The next day, the travelers were about to continue their journey, but found Kai still asleep and rolling around.

Nya sighed. "Kai must be having another dream."

"I got it." Squidward said getting out his clarinet putting it on the defense setting. He now blows into his clarinet waking up Kai.

Kai turned to the others. "What just happened?"

"Squidward woke you up." Pinkie added turning to Squidward. "Is your clarinet magic?"

"Why, yes." Squidward said. "It was a gift from my grandmother. Sometimes a musical instrument, sometimes a weapon."

"Since we need to find the Element of Kindness, we have to find him or her." Twilight said. "But where?"

"Maybe we'll find him of her." Rarity added.

After walking for two hours, Cole was starting to feel exhausted.

"Can we take a break for a while?" Cole asked. "My feet are starting to cramp."

Twilight turned to Cole and saw the state he was in. "Well, we could use a break."

The travelers lied under a canopy eating some fruit they found while Pinkie was playing with some butterflies. 

Squidward leaned on a tree, but he found a note. "Guys, I found this note."

Rainbow flew to Squidward as she took the note and read it. "Congratulations! You will now fall to your doom."

"Now what kind of note is-" Squidward puts on a shocked face as he looked down and saw a trapdoor open. He screamed and fell into a hole.

Twilight looked down at the hole. "Squidward! Are you okay?"

"Yeah!" Squidward replied. "It's just this pile of pillows broke my fall!"

"Will you be okay down there?" Lloyd asked.

"Don't worry!" Squidward said. "I'll find my way out!"

"Be careful!" Rainbow added.

Squidward slid off the pillow pile and started walking. He takes a torch off a wall so he would see where he was going. 'Look at this place.' He thought to himself. 'All I see here are bones. Maybe these people before me never came out of this cave. I wonder what I'm going to bump into next.' Squidward suddenly bumped into a giant bunny that was sound asleep. He walks silently around the rabbit, but he accidentally stepped on the rabbit's tail. Luckily, the bunny didn't wake up. Squidward sighed in relief as he completely walks around the rabbit. He then walks away, but he accidentally kicked a rock causing the rabbit to wake up. Squidward turned around seeing the rabbit get up and roar. He screamed in fear and ran away with the rabbit chasing him. He looked for a way to get away from the rabbit, but he was reaching a dead end. Squidward turned and saw the rabbit coming at him. He braced himself as he heard a soft voice that sounded like it was comforting the rabbit.

"Easy. Easy."

Squidward opened his eyes seeing a yellow pegasus with a pink mane and teal eyes wearing green shoes on every leg calming the rabbit down.

The pegasus turned to Squidward. "Excuse Angel. He's always like this when he finds strangers in this cave."

Squidward puts on a confused face. "Um...Angel?"

"I gave him the name." The pegasus said. "Have you fell into this cave on accident?"

Squidward nodded yes. "Can you help me find a way out of here? I need to get back to my friends."

"I do anything for people that fell into this cave." The pegasus said. "Just follow me. I want you to meet my friends."

"You're not alone?" Squidward asked.

"Of course not." The pegasus answered. "I say we have a walk and talk."

Squidward followed the pegasus.

"I forgot to introduce myself." The pegasus said. "I'm Fluttershy. What's your name?"

"Squidward Tentacles." Squidward replied. "One of the best clarinet players of all of Toonera."

"So you're the one with the magic clarinet?" Fluttershy asked.

"Obviously." Squidward answered.

After taking a walk with Fluttershy, Squidward saw a campsite with three people from far away. He saw Fluttershy wave to the campsite as one of the campers from far away waved back. Fluttershy and Squidward walked to the campsite and the three campers near a fire was a pink starfish wearing brown pants and a brown vest, a little boy wearing an orange shirt, orange pants, black shoes, dark orange gloves, an orange gem tied to brown string, and an orange cloak covering his face, and a silver nindroid with silver hair and blue eyes wearing a white button shirt, silver pants, white shoes, and a silver belt. 

The nindroid looked at Squidward, then at Fluttershy. "Fluttershy, who is the squid that you brought here?"

"Friends, meet Squidward." Fluttershy said turning to Squidward. "Squidward, this is Patrick, Zane, and Kenny."

"Hi there." Squidward added.

Kenny walked up to Squidward and spoke in a muffled voice.

"What did he say?" Squidward asked.

"He said that it's a pleasure to meet you, Squidward." Patrick translated.

"How did you fall into our cave in the first place?" Zane asked.

"Well," Squidward started. "I found a note on a tree, but I suddenly fell into a hole and landed on a pillow pile."

"You must have fell into one of Patrick's traps." Fluttershy said.

Patrick puts on a face of shame. "I know. I have to put my traps someplace else."

"I have a question for all of you." Squidward said. "Why are all of you here in this cave?"

Zane sighed. "I lived in a cozy cottage with my father a long time ago. But one day, I was taking a walk back to my cottage, but I found my father killed by a changeling. But I realized that many changelings are locking up the whole town I was living in. The changelings locked me up as well. I've been beaten up by many changelings and suffered in my cell. But I managed to escape when I found a bird on my cell window. After long hours of walking, I decided to camp under a tree. But that's when I found Fluttershy. Cold, in pain, alone, and left to die. But I helped her and we hid in a cave where no one can find us. But we found Patrick spying on us. And he lead us to his tribe, the Cave Stars. His tribe trusted us and let us stay. But years have passed. And we found Kenny under a bridge in pain. But Fluttershy nursed him back to health. But Patrick's tribe died off, which makes him the last of his kind."

"That's one happy and sad story you have there." Squidward said. "But you can come with me if you want."

"You mean come back to the outside world?" Patrick asked.

Squidward nodded.

Fluttershy gasped in joy. "We're going back to the outside world!"

"We know where the exit is." Zane said as he turned to Kenny. "Kenny, pack everything."

Kenny saluted and ran to pack everything.

After packing everything, Squidward and the campers got outside the cave. Patrick rolled in the grass and started making grass angels.

"Now that we're out of that cave, it's about time you meet my friends." Squidward said.

Meanwhile, the travelers were waiting for Squidward to come back.

"What's taking him so long?" Rainbow asked.

"Maybe he's still searching for a way out." Nya added.

Pinkie sniffed the air. 

Jay turned to Pinkie. "What is it?"

"I can smell Squidward." Pinkie said. "I also smell another pegasus, a little boy, a starfish, and a silver man."

The rest turned and found Squidward with a bunch of strangers. "Squidward!" 

Twilight looked down at the medallion and saw it glowing pink. "Squidward, you found the Element of Kindness!"

"Me?" Fluttershy asked.

"Fluttershy, three of these travelers were sent on a quest to find the missing Elements of Harmony." Squidward explained. "They have Magic, Laughter, Loyalty, and Generosity. And they need Kindness. Will you and your friends come with us on this journey."

"Okay." Fluttershy said.

"Now that we have the Element of Kindness, Honesty is the last one we need." Twilight said.

That night, the travelers were looking for a place to sleep. But they couldn't find one, so they went on. As they walked through the dark, Pinkie sniffed the air and puts on a shocked face.

"Guys, we have company!" Pinkie yelled.

The travelers put on shocked faces as a band of sirens came by. Twilight lights up her horn making a shield to block the sirens' attack.

"What do we do now?" Mabel asked.

"Play dead!" Patrick said as he just stood there. "Uhhhhhhh."

"That's not dead!" Lloyd yelled. "That being dumb!"

"How am I suppose to know!?" Patrick asked. "I don't even-"

The travelers found one of the sirens disappear. The sirens turned seeing two arrows coming as the arrows hit two of the sirens.

Twilight looked at the medallion seeing an orange glow around it.

Kai turned to Twilight. "Are we near the Element of Honesty?"

"We're not near the Element of Honesty." Twilight said. "The Element of Honesty is coming to us."

What came out of the dark was a squirrel wearing a tribal outfit riding an orange earth pony with a hay-colored mane and green eyes. The squirrel brings out a sword as she gets off the pony's back and started to fight the sirens. One of the sirens was about to attack the travelers, but the pony bucked it away. Two of the sirens sang a song and blasted it at the travelers, but the squirrel blocked the attack and slashed it at the two sirens. The last siren was about to fly away, but the pony grabbed the siren by the tail and spun around. The travelers watched the pony spin as the pony lets go and the squirrel shoots an arrow at the siren. The arrow came back to the squirrel, and she puts it back to it's case. The pony and squirrel walks up to the travelers.

"You people okay?" The pony asked.

"That. Was. AWESOME!" Rainbow exclaimed. "You two were so amazing! I thank you two for saving us from those sirens over there!"

"I hate those things." The squirrel said. "Singing those darn songs to hypnotize us. But what are all of you doing here at a time like this?"

"We're on a quest to find the Elements of Harmony to defeat a dark wizard, Plankton." Twilight added.

"Did you say Plankton?" The pony asked in a stern tone.

"You know who he is?" Kai asked.

"He destroyed my farm, took my family, and scarred me." The pony explained. "But that memory doesn't hurt me anymore. I learned how to fight, traveled from one nation to another, and found a friend injured."

"But this pony nursed me back to health from childhood." The squirrel said. "I'm Sandy Cheeks. Part of the Acorn Tribe. And this little pony here is Applejack. Used to be a farmer, but now an extraordinary fighter like me."

"We were looking for the Elements of Harmony too." Applejack added. "But something tells me that three of you beat us to it."

"So, you know about the prophecy?" Nya asked.

"Exactly." Sandy answered. "We'll help you with your journey. Now that you have us by your side, we'll help you complete your objective."

Twilight smiled. "Thank you. But now that we have all the Elements, we have to get to Plankton's castle and we don't know where it is. It's not even on the map." Suddenly, Twilight looked down and saw the medallion float off her neck. "Unless, the medallion knows where it is."

"I say we follow it." Applejack said.

The travelers ran after the flying medallion all the way to Plankton's castle.
> Chapter 5: Sea of Danger
> --------------------------------------------------------------------------

It took until sunrise for the travelers to follow the floating medallion, even if they don't know if the medallion is taking them to Plankton's castle or not. But they stopped at the nearby docks told from the medallion that Plankton's castle was on another island. So they took a boat with the medallion pulling them to that island. Some enjoyed the ride. But the others didn't trust it.

Twilight was confused about Pinkie glaring at the water.

"Squid Ponies also hate water." Jay said. "Pinkie said it was like poison mixed with acid to her kind."

"I very surprised that the medallion is very strong." Nya added.

"So am I." Squidward replied.

Patrick was laughing at his reflection on the water.

Fluttershy wore a concerned face. "Be careful, Patrick. Lean too far, and you'll fall down into the water."

Patrick leaned too far and fell into the water, but Kenny used magic to pick up Patrick and place him back on deck.

Twilight was astonished of Kenny's actions. "You have magic?"

"Kenny, his parents, and his whole family tree are wizards and witches." Fluttershy explained. "Every wizard gets an amulet made from a magical gem to show that they're magic."

"I read about wizards and witches once." Twilight said. "I know is that they their amulets were given from a Crystal Gem."

"Well, everyone knows that." Nya replied. 

Pinkie slid to Cole. "Are we there yet?"

Cole looked around. "Not yet, Pinkie."

"Are we there yet?"

Cole sighed. "No, Pinkie."

"Are we there yet?"

"No."

"Are we there yet?"

"No."

"Are we there yet?"

"No."

"Are we there yet?"

"No!"

"Are we there yet?"

"NO!"

Rainbow and Lloyd watched Pinkie annoying Cole.

"Squid Ponies are very mischievous than I thought." Rainbow said.

"Tell me about it." Lloyd replied.

Mabel was looking out the window, wondering where her brother is. She now looked at her locket as a tear fell off her face. But she shook her head. "Don't worry, Dipper. I'll find you." She said closing her locket.

That night, Kai was having another dream. In this one, he was in a forest gazing at the stars. But he decided to take a walk for a little while. But he suddenly heard a scream. Kai had no choice but to run to the place where the sound of fear came from. He stopped running and found the source of the screaming. A blue unicorn with a bright and dark blue mane and blue eyes that looked a lot like his family's neighbor's pet unicorn from the village he used to live in lying unconscious on the ground. But he recognized her. "Minuette?" He heard a dark chuckle. Kai turned and saw a dark stallion fly to him. Kai woke up with a jolt in the middle of the night. He started looking around as he felt the ship rumble. Kai rubbed his eyes and saw Mabel at the door. 

Mabel ran up to Kai and grabbed his arm.

"What's going on?" Kai asked.

They now reached the deck as Kai saw a giant purple pony with a green mane that was all over the place and red and green eyes.

"We hit a Sea Mane-iac!" Pinkie yelled. "What should we do?"

"Can I panic?" Patrick asked.

"NO!" The rest yelled in unison.

Applejack and Sandy were trying to take the tentacle off parts of the boat, but the tentacles were too tough. The Sea Mane-iac whacked Applejack and Sandy away.

"This thing is tough!" Applejack said. 

"If we can't get that Mane-iac away from us, then we have to fight it." Sandy added.

"But how?" Squidward asked.

Twilight got out a book. "According to this book, we have to fight the Sea Mane-iac without weapons. But we can use magic to weaken it."

Kenny blasted a ball of magic at the Sea Mane-iac which made it let go of the ship.

Twilight looked at the book again. "We can also fight it with combat."

"I'll distract it." Fluttershy said as she flew to the Sea Mane-iac. "Over here!"

The Sea Mane-iac saw Fluttershy and was about to attack her, but Rainbow managed to hit it.

Rainbow used all her might to blind the Sea Mane-iac. "What's wrong? You missing an eye?"

Twilight puts the book away and shot a beam of magic at the Sea Mane-iac. Rarity grabbed one of the tentacles and saw the Mane-iac going down at her as the Sea Mane-iac accidentally bit it and roared in pain. The Sea Mane-iac's head rested on the deck. 

Jay walked up to it. "I hope you have fun back where you belong." He said punching the Sea Mane-iac's eyes.

The Sea Mane-iac roared in pain again and fell into the water.

"That was awesome." Rainbow said.

"How long will we be at the place where Plankton's castle is?" Cole asked.

Nya checked the map. "Maybe before or after sunrise."

"Are you sure?" Patrick asked. "I think the medallion has brought us to the island."

The rest turned to where Patrick was looking and saw the island that the medallion was taking them to.

"Well, that was easy." Pinkie added.

"Tell me about it." Squidward replied.

After the travelers have went to shore, they started to use the medallion as a compass to lead them to Plankton's castle.

"It's like that medallion knows all the answers." Spongebob said.

"That's because it does." Sandy replied. "That medallion might know all the answers in the universe."

"Maybe it does." Twilight added.

Kenny muffled pointing to the medallion.

"Kenny agrees with you, Twilight." Zane translated. "That medallion is like some sort of piece of wizardry that knows everything."

The glow of the medallion fades.

"Why did it stop glowing?" Kai asked.

Applejack looked up. "We're here."

The rest looked up and saw a red castle with many changelings standing guard.

"I don't think we can get through the entrance with those changelings watching." Mabel said.

"How are we going to get in the castle now?" Fluttershy asked.

Kenny looked to his left and saw an underground tunnel. He muffled pointing to the tunnel.

The rest saw what Kenny was pointing to.

"Kenny, you genius!" Twilight exclaimed in joy.

Meanwhile inside the castle, Plankton was sitting in his throne waiting for his day to come. But one of his companions, Queen Chrysalis, the changeling queen, has come in.

Plankton noticed Chrysalis at the door. "Chrysalis, what an unexpecting visit."

"My apologies for barging into your business." Chrysalis said. "But my minions found a new prisoner."

Two changelings bring in a pink earth pony with a sack on her head.

Plankton smirked and walked up to the pony. "Welcome to my castle." He said hearing the pony sob in fear. "I'll be your little nightmare for now." He takes the sack off the mare's head showing her dark pink mane and magenta eyes. "So tell me, what is it that you fear?"

The mare didn't say anything but kept sobbing.

"Don't want to talk about it?" Plankton asked. "I can see that." He turns to Chrysalis. "Does this mare have any siblings?"

Another changeling brings in a bright pink filly with a mane with two shades of pink and teal eyes.

"Just one?" Plankton asked. "Lock these two up. I'll deal with them later."

The three changelings bring the ponies to the dungeon.

"Is everything okay?" Chrysalis asked.

"I sense a disturbance in this castle." Plankton answered. "Bring me Trixie Lulamoon. I want to have a word with her."

Chrysalis nodded and walked out of the throne room. She walked to the training room and saw a blue octopus-unicorn hybrid with a blue and white mane and purple eyes with purple circular markings with a triangle pointing down to the side of her face over both of her eyes sitting down. "Our master wants to have a word with you."

Trixie turns into a tiny octopus and swam to the throne room. She turns back to her regular state. "You called?"

"I sensed a disturbance in this castle." Plankton said. "And I want you and Starlight Glimmer to investigate. And if you two found it, bring it to me."

"Yes, my master." Trixie replied turning back to an octopus and started swimming out of the throne room.

Plankton chuckled. "This is going to be perfect. Just perfect." He looks up at the hole in the ceiling. "Once I take over this world, everyone will do as I say. Everyone will obey me. Everything will be dark. And those two princesses don't stand a chance against me." He laughed maniacally.
> Chapter 6: The Truth of Plankton's Plan
> --------------------------------------------------------------------------

Back with the travelers, they were inside the tunnel looking for a way into a hallway. 

But Pinkie was singing. "My name is Pinkie Pie. I'm going through a tunnel looking for an entrance to one of the hallways."

Then Spongebob joined in. "I'm Spongebob Squarepants. I'm here with a band of travelers trying to save the balance."

Then Patrick. "I'm Patrick Star. I came from a cave living there for eternity."

Then Kenny muffled singing.

"We just want to travel, and that's what we will do-o-o. And if you're very kind to us, we'll share the journey with you-"

"I will punch all of you in the face if you don't stop singing!" Cole scolded.

Twilight lit up her horn to light the way.

"Thanks for the light." Mabel said.

"No problem." Twilight added. 

"Twilight, I want to asked you something." Mabel said. "You said you lost your brother too. But how?"

"I'll tell you when I feel like it." Twilight replied.

"Oh, for goodness sake!" Rarity exclaimed in disgust. "There's mud in this tunnel. Are you sure this is such a good idea to go in this tunnel to find an entrance?"

"It was Kenny's idea." Zane replied.

Fluttershy turned and saw a door. "Guys, I found an entrance." She said opening the door.

The travelers went out of the tunnel and found themselves in a dungeon. And in each cell were many prisoners. Some were sobbing, some were trying to break the door down, some were bored, and some were getting sick. The travelers were shocked and felt guilty for those prisoners.

"Poor prisoners." Mabel said.

"How are we going to get all the way to Plankton without getting caught?" Rainbow asked.

Pinkie popped up wearing some armor. "We could always be sneaky as possible."

Jay noticed Pinkie wearing armor. "Pinkie, where did you get that armor?"

"I found it in a corner of unused armor." Pinkie said.

The rest looked to a corner and found unused armor.

"That gives me an idea!" Jay exclaimed.

After putting on the unused armor, the travelers got out of the dungeon wearing the armor like a disguise and walked into the hallways.

"Thanks for giving me the Octopony look, Kenny." Pinkie said.

Kenny muffled.

"You know, this was such a good idea." Squidward added. "I mean, I'm not that much into something shiny, but it's pretty good for a disguise."

"Now that we're at Plankton's castle, I wonder how is Plankton going to conquer Toonera." Nya said.

Mabel turned to Twilight. "Ready to tell how to lost your own family?"

Twilight sighed. "I once started as a regular unicorn. I lived in a nice cabin with my parents and my big brother, Shining Armor. But on my ninth birthday, that's when my life changed. Three changelings and their queen has came for me and my BBBFF. Which means Big Brother Best Friend Forever. Our parents tried their best to protect us, but their queen has ended their lives. My brother and I started running for our lives and the three changelings chased us and caught my brother. I wanted to save him, but he told me to run as far away as I can. And I did. But I suddenly stop at the place where my parents met, Midnight Falls. I had no choice but to jump into the water so they could not see me. And that's when I got my wings. I woke up on the shore of an island that I haven't seen before. I walked around, and what I have found was a village not too big or small. I walked into the village, and I noticed that the villagers were smiling, which means this village was a place of fun and happiness. But a strange man picked me up and I didn't know who he was or where he was taking me. But little did I know, he was taking me to some sort of pet shop that was filled with other fillies and foals. I was given food, water, a soft bed, a warm blanket, and a book of history. I read some pages in the book, but one of the pages has caught my eye. On that page, it showed the feud between humans and ponies, and two pony sisters have ended the feud with a sudden speech. But one day, a customer in that store chose me and put me inside a box with holes. I didn't know where that man was taking me, but decided to peek through some holes. What I saw was a two-story house that man was going into. But he put the box I was in down. And that's when I met my friends. They gave me everything. Fun, kindness, and the most important, friendship. But that's when my life changed again. A dragon came to the village and wrecked everything. So Kai and Nya's parents were forced to send us away to Canterlot, where we grew up in a castle."

"That's one sad story." Mabel said.

"I know." Twilight replied.

"You know, I'm very curious about Plankton's plan." Patrick said. "How is he going to take over Toonera?"

Kenny turned and saw a room with a door that had a sign saying 'Property of Plankton.'

The rest turn to where Kenny was looking.

"Maybe his plan might be in there." Rainbow said. "But should we check if someone's there first?"

The travelers peeked and saw a Bat Pony in sight.

"How are we going to get pass that Bat Pony?" Kai asked.

Pinkie chuckled. "Just leave it to me." She said walking to the Bat Pony. "Excuse me, I'm new here and I'm looking for the bathroom. Do you know where the bathroom is, because I really got to go before it's too late."

The Bat Pony turned to Pinkie. "New here? Don't worry. I know where the bathroom is. Just keep moving forward in this hallway and look to your left."

"Thank you." Pinkie said squirting ink at the Bat Pony's face and knocking him out. 

The travelers followed Pinkie trampling the Bat Pony all the way to Plankton's room. They entered the room and started looking for Plankton's plan.

"I can't find anything!" Patrick yelled. "All I found was this journal."

Twilight puts on a surprised face and took the journal out of Patrick's hands. "Maybe this journal might help us." She said opening the journal and found a page saying Plankton's plan. She started reading it. "Dear journal, I've got a perfect idea to take over Toonera. I will first get to Canterlot and take the princesses hostage. Then I will take a piece of Princess Luna's mane, the last ingredient of my Nightmare Potion. And in the night of the full moon, I will drink from the potion and become a brand new nightmare. And I will get to the Mainland and dispose of the king and spread darkness everywhere."

The rest were shocked of what Twilight read in that journal.

"We have to find that potion!" Zane said.

"But where do we find the brewery room?" Rainbow asked.

"Don't worry." Sandy added. "I know where the brewery room is. Just follow me."

The rest followed Sandy all the way to the brewery room.

Meanwhile, Trixie was walking around the hallways with her partner, Starlight Glimmer, who was a pink unicorn with a purple and grayish blue mane and blue eyes with a scar over one of them. (Which she got from escaping a castle once) And she was wearing black armor with a blue shirt under and black boots with silver buckles.

"Can you tell me why we're doing this again?" Starlight asked.

"Starlight," Trixie started. "Master sensed a threat in this castle and we have to track it down. We don't want to disappoint our master like last time."

"Like the time we didn't check that three of our prisoners escaped?" Starlight asked.

"Exactly." Trixie answered.

As they look in front of them, Trixie and Starlight saw a Bat Pony covered in pink ink waking up. They walk up to the Bat Pony.

"What happened?" Starlight asked the Bat Pony.

"I was minding my own business." The Bat Pony explained. "But that's when a pink Octopony asked where the bathroom was. I told her where it was, but she squirted ink at me and knocked me out. And that's when many people trampled me."

"Pink Octopony?" Trixie asked dipping her hoof into the ink and smelled it. "Squid Pony ink."

"Squid Pony?" The Bat Pony asked.

"You've been fooled." Trixie explained. "There is a Squid Pony on the loose in this castle and she must have some friends by her side." She looked at the ink and saw a trail of it leading to Plankton's room. "And I have found some evidence." Trixie turns to Starlight. "Come, partner. We must investigate to where that Squid Pony is at now."

Back with the travelers, they finally arrived at the brewery room and started looking for the Nightmare Potion.

Lloyd checked the cabinets. "It's not in any of the cabinets."

"I checked the cauldron, and it was empty." Mabel said.

"I found where Plankton keeps his potions!" Spongebob exclaimed.

The rest ran to Spongebob and found many potions in stands.

"The Nightmare Potion could be any of these." Twilight said.

The travelers started looking for the potions as they heard an unknown voice.

"Looking for this?"

The travelers turn and saw a draconequus holding a purple potion.

"Yes." Cole said to the draconequus. "We need that before the world comes to an end."

"I'll give you the Nightmare Potion." The draconequus agreed. "But first, you must answer my riddle."

"Ooh, riddles!" Pinkie exclaimed. "What is it?"

The draconequus cleared his throat. "What was the pony sister's speech to end the feud between ponies and humans?"

"But I hate history." Lloyd whined.

Rainbow sighed. "You have to get over it, Lloyd."

"Says you!" Lloyd exclaimed. "All you do is fly, fight, and read!"

"Well, true." Rainbow said. "It means I'm an egghead, but it doesn't mean it's the wrong thing to do!"

Rainbow and Lloyd started arguing.

Squidward sighed. "Oh, brother."

Twilight was trying to remember, but has found the words. "Listen, all of you. It doesn't have to be this way. We don't have to be cold-hearted, unkind, or selfish to each other. We have to spread friendship around the world. And none of you are doing that. Without friendship, the whole world will be just chaos and torture. We have to learn the true meaning of friendship. Magic comes from Loyalty, Kindness, Generosity, Honesty, and Laughter. And with those elements, we have the Magic of Friendship. So please, give each other harmony. We don't have to be this way."

The draconequus looked into a book and read the page about the Great Feud of Ponies and Humans. "That is correct!" He gives Twilight the potion. "Here you go." 

Twilight takes the potion. "Thank you, Mr.-"

"Allow me to introduce myself." The draconequus said. "I am Discord. God of Chaos. I'm not like any of the people who work here, but forced to."

"What was your life like?" Fluttershy asked.

"Well," Discord started. "I was just a draconequus. Happy, free, and had a life of my own. But one day, I was enjoy some fresh blackberries as I met Plankton, who wanted me to destroy the balance so he can rule the world, but I refused to do such a thing to some happy people. But he suddenly locked me up saying that I will help him whether I like it or not. He stole my freedom, happiness, and my life."

Fluttershy felt pity for Discord. "You poor thing."

Discord heard someone coming. "You have to go. All of you! You must leave before it's too late!"

The travelers listened to Discord's warning and ran out of the brewery room. They ran in the hallways finding a way out of the castle.

"We have to get rid of the potion!" Twilight exclaimed.

"Agreed." The rest said in unison.

Pinkie saw a blue line and stopped.

The rest stopped as well.

"What is that stuff?" Nya asked.

Pinkies sniffed the blue stuff. "Octopony ink."

The travelers backed up as they see Trixie pop out of the ink.

Pinkie gasped. "Octocorn!"

"Octo-what?" Cole asked.

"They're octopus unicorns!" Jay explained. "The octopus pegasi are Octopegasi."

"Other way!" Rarity yelled running the opposite way as she saw Starlight in front of her.

"Look what we have here." Starlight started. "A bunch of intruders breaking into our master's castle."

"No biggie." Rainbow said taking the potion from Twilight. "We have the potion right here. You want it? Come and-"

Starlight takes the potion out of Rainbow's grasp and puts it in her bag.

Patrick shook his head. "There's a new thing I learned. It's called asking!"

Starlight uses her magic to carry the travelers.

"You do realize I can fly, right?" Spongebob asked.

"I think they already know." Zane said.

"I think it's about time you meet our master." Trixie said.

Trixie and Starlight started to bring the travelers to the throne room.

Kai sighed in disappointment.
> Chapter 7: Meeting The Dark Lord
> --------------------------------------------------------------------------

"Octocorn! You and your meanie colleagues will never get away with this!" Pinkie yelled.

Trixie chuckled. "Foolish little Squid Pony, ever since the war between humans and Octoponies ended, my kind were thinking of a way for revenge. But thanks to our master, Plankton, he gave us the opportunity to start anew."

"Enjoy hatred then." Jay said. "Jerk."

Kai was talking to Rainbow, Applejack, and Rarity. "So, do any of you have any siblings?"

"I had two siblings." Applejack explained. "The eldest was Big Macintosh, or Big Mac, and the youngest was Apple Bloom. Until that pickle-sized jerk took them away."

"I had a sister named Sweetie Belle." Rarity said. "But a changeling kidnapped her. And there was nothing I could do."

"There was this filly named Scootaloo." Rainbow added. "We had a strong connection. But one day, she vanished. But little did I know, a boy named Gideon and his steed, a changeling, had taken her away."

Fluttershy sighed. "This is going to be the worst day of my life! I thank Squidward for letting us out into the world, but not like this!"

"Take it easy, my four-legged friend." Zane replied calmly. "We'll find a way."

Kenny muffled in agreement.

Patrick pounded on the wall of Starlight's magic. "I want out! I. Want. Out!"

Fluttershy noticed Patrick's rage. "Patrick, calm down. They'll let us down sooner or later."

Twilight groaned. "This is disappointing."

"Disappointing indeed." Sandy said.

"Of course!" Patrick said sarcastically. "I'm way beyond disappointed!"

"Patrick, your only overreacting." Nya said.

"I DON'T CARE IF I'M OVERREACTING OR NOT!" Patrick yelled pounding the wall even more.

Starlight got fed up with Patrick's rage as she gets a pair of ear plugs and stuffed them into her ears. Starlight and Trixie entered the throne room with the travelers. What the travelers saw were many changelings and nindroids staring at them. Starlight throws the travelers in front of Plankton's throne as Plankton jumps off his throne.

"Welcome." Plankton said in a menacing tone. "You must be new here." He lifts Twilight's head. "I suppose Celestia and Luna sent you here."

Twilight glared at Plankton. "Yes. And they told us a lot about you."

"It seems that all of you are the Elements of Harmony." Plankton guessed. "Maybe that medallion has chosen all of you."

"It gave us the answers." Kai said. "And we will stop you!"

Plankton laughed. "Well all of you are just kids, ponies, and strange creatures I've never heard of before!"

"Yeah?" Lloyd asked. "Well, you're tiny!"

Plankton puts on a shocked face. "Words can hurt, you know!"

"Oh, I knew that." Lloyd said.

"But never mind that." Plankton said. "I have a surprise for all of you."

Two changelings bring Celestia and Luna in chains.

Twilight gasped. "Princess Celestia! Princess Luna!"

"You know those two?" Sandy asked.

"They let us stay in their castle in childhood." Nya said.

Plankton turned to Celestia. "So, you and your sister taken care of those three for several years?"

Celestia didn't say a word.

"Very well then." Plankton said walking to his throne. "When the full moon shines above me tomorrow night, I will drink from the potion and become a new nightmare. Then, I will fly to the Mainland and destroy the king, once and for all! And there will be nothing but darkness, chaos, and fear!"

Twilight glared at Plankton and flew above him. She blasted a beam of magic from her horn, but Plankton brought out a shield to block Twilight's attack. He puts the shield away as Twilight was about to throw another beam at Plankton. Starlight shot a beam at Twilight's and the two beams were pushing each other. But Starlight kept putting pressure on hers. Starlight's beam hit Twilight and Twilight falls to the ground unconscious.

"Twilight!" Kai exclaimed. He ran to Twilight and gave her an inspection. Then he turned to Starlight. "What did you do!?"

Starlight laughed. "My apologies. Your friend needed some sleep." Starlight was about to blast a ray of magic at Kai, but Zane got out a pair of shurikens and threw them at her. Starlight glared at Zane.

"If you want to hurt my friends, you have to get through me." Zane said.

Starlight chuckled. "Then our battle has just begun." She said getting out a spear.

Pinkie turned to Jay. "You take the changelings! I'll take the Octocorn!"

Jay smiled and ran to Chrysalis. "Hey. It's been years since I've saw you."

Chrysalis laughed. "We meet again. I bet you already know what happened to your parents. Ever since I've knocked you out, my changelings burned your home down. But before we went to your cabin, we made sure that your father was disposed of."

Jay puts a shocked face on. "You did that?"

"Of course." Chrysalis said.

Tears fell off Jay's face, but he shook his head and ran to fight Chrysalis.

Rainbow and Lloyd saw a little boy with white hair wearing a white shirt, pale blue pants, black shoes, and a cloak with the matching color of  his pants riding a changeling. Lloyd went onto Rainbow's back as Rainbow flew to fight the changeling.

"Release Sombra!" Plankton said.

A dark stallion came out of the darkness and turned to Plankton. "What's your command, Master?"

Plankton points to Kenny and Fluttershy. "Get that little wizard and pony!" 

Tentacles came out of Sombra's back as Kenny gets on Fluttershy's back and Fluttershy flew to dodge the tentacle.

Squidward was weakening some changelings with his magic clarinet. Mabel, Rarity, and Cole were fighting some nindroids. Sandy was riding Applejack shooting some nindroids and Applejack was bashing through changelings. 

Spongebob was doing karate on some changelings. He takes out a gem and saw a changeling coming at him. "Eat this!" He shoves the gem into the changeling's mouth and punches him.

Zane noticed Patrick running around in circles. "Patrick! This is no time to panic! We have to fight!"

"I don't even know what fighting is!" Patrick exclaimed.

Squidward was surrounded by many changelings and couldn't fight all of them off, but Nya managed to help Squidward fight the changelings.

Plankton saw the fight from his throne.

Celestia turned to Plankton. "Plankton, please don't do this. This isn't the way to solve things."

Plankton turned to Celestia. "Say whatever you want, Celestia. I get what I deserve most."

"But, Plankton," Luna said. "We just wanted to make it up to you."

"It's too late to apologize, Luna." Plankton replied. "There's nothing you and Celestia can do about it."

Pinkie was struggling fighting Trixie. She tried to get up, but Trixie pinned her down.

"I had fun playing with you, Squid Pony." Trixie said. "Our master deserves his reign."

"Says you, Octocorn." Pinkie said weakly.

Jay turned and saw Pinkie weakened. "Pinkie!" 

Chrysalis blasted magic at Jay. "I always knew you didn't have the strength to stop me."

Sombra catches Fluttershy and Kenny.

Starlight turns Zane's shurikens into handcuffs and stuns Patrick.

"That's not fair." Patrick said.

Squidward and Nya were tied up. Applejack and Sandy were surrounded. Spongebob was tied upside down. Cole, Mabel, and Rarity were in chains. Rainbow and Lloyd were beaten up.

"Get that alicorn." Plankton said.

Sombra takes Twilight. "What about the one in red?"

"I almost forgot." Plankton said turning to Starlight. "Starlight, you know what to do."

Starlight shoots a ray at Kai. The ray hits Kai's chest which made him gasp in pain and fall to the ground.

Plankton laughed. "I had fun watching your friends suffer from my companions. And once my reign starts, everyone will bow down to me!"

"You'll never get away with this." Kai said weakly.

"I already have." Plankton replied turning to Chrysalis. "Chrysalis, dispose of him!"

Chrysalis carried Kai with her magic and threw him out the window. Kai fell out of the window and many memories of him and his friends came into his head. The time when he and Nya met Twilight, the time when Twilight got her Cutie Mark from defending Canterlot from an Ursa Minor, and the time he was flying on Twilight in the night sky. All those memories faded as Kai went into the water.

The rest were shocked of what Chrysalis done.

Plankton turned to his companions. "Now that you stopped them from preventing my reign, lock them up."

Plankton's companions take the travelers to the dungeon.

Plankton turned and saw Discord's face guilty for the travelers. "Discord, you brought me shame too many times!" He turns to three changelings. "Lock him up too!"

The three changelings take Discord to the dungeon.

After the travelers got locked up, Kenny used a spell to awaken Twilight, turn the handcuffs on Zane's wrists back to shurikens, and to bring Patrick out of Starlight's stun spell.

Jay ran to Pinkie. "Pinkie, are you okay?"

Pinkie coughed and opened her eyes. "Yeah. I'm totally okay. All this Octopony ink will dry off sooner or later. I just need some rest."

Jay smile and hugged Pinkie. "I'm so glad you're okay, Pinkie."

Twilight rubbed her head. "What happened?" She opens her eyes and saw that she and the others were in the dungeon and Kai was gone. "Where's Kai?"

"Your friend has been vanquished!" Discord said. "You will all be vanquished. So will Celestia and Luna. And it's all my fault."

Mabel walks to Discord. "It's not your fault, Discord. You were only trying to help us, but you failed to get back what was yours."

"Mabel, I'm just a disgrace to the world." Discord replied as he leaned on a wall. "If only there was a way to get my freedom back." He curls up in a corner and sobs.

"To be honest with all of you, I pity Discord since he lost his freedom." Squidward said.

Cole turned to Discord. "Discord, don't blame yourself. Blame Patrick! He's the reason why we got into this mess."

"So you're saying it's my fault?" Patrick asked.

"All you did was run around in circles!" Rainbow exclaimed. "Which makes it your fault!"

"Well it's not my fault that Kai is gone." Patrick said.

"Kai has been there for me for years." Twilight added. "And you just let him die!"

"Did not." Patrick said in disagreement.

Pinkie popped up behind Patrick. "Did to!"

Everyone started to argue, but Zane had enough.

"Everyone!" Zane said. "Calm down. Now's no time to be fearful."

"It's the perfect time to be fearful!" Lloyd yelled.

"Can I be fearful?" Patrick asked.

"For goodness sake, Patrick, no!" Rarity yelled.

"Yes!" Nya yelled.

Kenny muffled to the rest.

"What is he saying?" Spongebob asked.

"Kenny's saying that it wasn't Discord's fault." Fluttershy translated. "It wasn't Patrick's either. It also wasn't Kai's. It was no one's fault at all. We just tried our best to stop Plankton. We didn't fail the objective, but we lost the battle. It wasn't Celestia or Luna's fault. We just tried our best. He also sensed that Kai isn't dead, but unconscious."

Mabel sat next to Discord. "Maybe I'll never find my brother."

Nya sat next to Mabel. "We'll find him."

Twilight looked out the window. "Where are you?"
> Chapter 8: The Everfree People
> --------------------------------------------------------------------------

Meanwhile, Kai was floating on a river and stopped at a dock. Which had a three cloaked fillies standing watching Kai. The fillies walked up to Kai and picked him up.

Kai woke up and found himself in some other hut. He turned and saw a blue creature holding a bowl of soup. "Like you're going to make me eat tha-"

The blue creature shoved the rim of the bowl into Kai's mouth forcing him to take a sip. He walks to a water bank to wash the bowl. After the bowl was washed, he stacked it on some used bowls.

Kai looked at the creature and saw that he was with a zebra, a white ape wearing pants, a crab, and three fillies. One yellow with a red mane with a bright red bow in her mane and orange eyes, one white with a purple and pink mane and green eyes, and one orange with a purple mane and purple eyes.

The zebra turned to Kai. "If I wanted you gone, I would've told my apprentices to leave you at the river."

"Thanks." Kai said. "But where am I?"

"This is the Everfree Forest." The blue creature said. "One of the most visited places of Toonera. It is also the most famous places for visits."

"Who are you?" Kai asked.

"My name is Zecora." The zebra said. "These two are my childhood friends, Skips and Eugene Krabs. This blue creature is Bloo. And these little fillies are my apprentices, Sweetie Belle, Apple Bloom, and Scootaloo."

"Hey," Kai said to the fillies. "Three of my friends told me about you three. They said you were locked up."

"That's a long story," Apple Bloom added. "But we'll tell you anyway. After that talking pickle has locked us up, we were thinking of a plan to escape. But Zecora, Skips, and Mr. Krabs helped us escape the castle. They even taught us how to fight, save people, and many things we didn't know."

"But do any of you have any friends?" Kai asked.

"Apple Bloom, Scootaloo and I became friends after Plankton locked us up." Sweetie Belle said.

"Zecora, Skips and I were friends since childhood." Mr. Krabs added. "My daughter was one of us. She was a witch. But that Plankton has taken her away."

"I had a friend once." Bloo said. "And lost him."

"How did you lose a friend?" Kai asked.

"My friend was one of the best wizards of history that created me." Bloo explained. "He was talented. A role model. His name was Mac. He was my first friend after he created me. But one day, a tragedy happened. A Sea Mane-iac caught me and tried to drown me. But Mac saved my life and sacrificed himself for me." He takes out a blue gem tied to a piece of brown string. "And all I got was his amulet. I wore it everyday for his memorial. And that's when Zecora found me and took me to her hut."

"Wow." Kai said. "Your friend was so young back then."

"At least he did the right thing to save me." Bloo replied.

"Bloo's not the only one with a crystal." Scootaloo said. "Sweetie Belle got one as well."

"I didn't get my Cutie Mark." Sweetie Belle added. "But Zecora gave it to me. And they say crystals were given from a Crystal Gem."

"Can any of you help me?" Kai asked. "I've had an experience at Plankton's castle and it was not good. My friends are in that castle probably locked up in that dungeon by now. And If I don't make it-"

"We know." Bloo said. "He's going to take over the world and spread darkness everywhere."

"We'll help you with your objective." Skips added.

"But when does his reign start?" Mr. Krabs asked.

"Tomorrow night." Kai answered.

"Tomorrow night!?" The fillies asked in unison.

"We have to go before it's too late!" Mr. Krabs exclaimed. "But when do we leave?"

"We leave now." Zecora said. "We can take my boat."

Kai and the Everfree People went out of the hut and onto Zecora's boat all the way to Plankton's castle.

"So where were you raised?" Sweetie Belle asked.

"I was once raised in a village." Kai explained. "But a dragon destroyed it, and my friends and I grew up in a castle in Canterlot."

"We're on the hunt for Cutie Marks." Scootaloo said. "We call ourselves the Cutie Mark Crusaders. Who we can find our destiny if we have any ideas."

"On the search for your talents?" Kai asked.

"Exactly." Apple Bloom answered. "So you knew my sister?"

"She told me a lot about you, your brother, and your grandmother." Kai explained.

Bloo turned to Mr. Krabs. "How long will we be at Plankton's castle?"

Mr. Krabs checked the map. "Maybe at sunrise."

The sun rose and they finally arrived at the place where Plankton's castle was. They hid in the bushes until someone passes by them. But a changeling caught Sweetie Belle's eye as she pounced on the changeling. The changeling was about to call for help, but the rest pounced on the changeling. The crusaders tied the changeling to a tree.

"Where are my friends?" Kai asked.

"Prison Cell Number 417." The changeling answered in fear.

"Can you write that down?" Bloo asked.

The changeling gives Kai a piece of paper saying which cell the travelers were.

Kai turned and found the same tunnel that he and the others first entered. So he told the Everfree People that they should enter the tunnel. They agreed and entered the tunnel. It was dark, but the light from Bloo's friend's amulet was lighting the way. Kai found the door as he opened it and he and the others entered the dungeon.

"My crystal said that your friends are above us on the next floor of this dungeon." Sweetie Belle said.

Kai looked on his left and found stairs to the next floor.

Meanwhile, the travelers were waiting for Kai to come back.

Jay growled. "I'm so bored! How long have we been here besides last night?"

"Maybe we've been here for seven hours." Rainbow said. "But don't worry. Kai might show up anytime soon."

"Well he better hurry." Patrick replied. 

"I know that Plankton's an evil wizard." Twilight added. "But I don't know why he's acting this way."

"I know why." Sandy said. "There was a story about this."

"Can you tell us?" Fluttershy asked.

Sandy told the story. "Plankton was once a friend to Celestia and Luna in childhood. They were great friends that only hung out with each other until the sun sets. But when they grew up, Celestia and Luna became the rulers of Canterlot with the motivation from Plankton. The children played in Celestia's day, and many people gazed at the stars of Luna's night. But Plankton was often ignored and always gets trampled by every single citizen. But that's when Darkness entered his heart and made him bitter and stressed. Luna tried to calm him down, but Plankton brushed her off. But one day, he found a castle on another island filled with the most dangerous threats of Toonera and used a spell to set them free. He knew that who ever sets them free will become their master. And with his new companions, he went back to Canterlot to spread his Darkness there and in every nation of Toonera. Meanwhile, Celestia and Luna were given six gems from a rat named Splinter called the Elements of Harmony. He told the sisters that they stand for six ways of friendship and told them to use them wisely. Plankton returned to Canterlot to get his reign. Celestia tried to make it up to him, but Plankton turned on her. Celestia and Plankton battled, but Celestia didn't have the strength. Luna rushed to Celestia if she was okay. Celestia told Luna to use the elements. And Luna did. And sent Plankton back to the island where he found the castle. And Plankton wasn't their friend anymore. He wasn't a friend to anyone. He caused chaos everywhere in Toonera. And he hired common threats."

"That explains why he's so evil." Mabel said.

"Don't worry, guys." Spongebob said. "While we wait for Kai to get here, I can entertain all of you with a song."

"How is a song going to solve our problem?" Cole asked.

"My mom sang this to me when I was little." Spongebob replied as he got out a guitar and started to sing.



Spongebob finished his song and the rest were smiling.

"That song you sang was wonderful." Fluttershy said as she stood up. "We're getting out of here."

"Leave me behind." Discord replied. "I deserve this."

Fluttershy puts on a stern face looking at Discord. "No you don't. You deserve your freedom back." She grabbed Discord's arm.

"How are we going to get out of here?" Squidward asked.

The travelers tried to push the door down, but Lloyd's hand got burnt by the knob.

"You okay, Buddy?" Rainbow asked.

"The knob burnt me." Lloyd said.

The travelers looked at the door open and saw Kai standing in front of them. "Kai!" They ran out of cell and hugged Kai. Then they turned and saw the Everfree People.

"Apple Bloom?" Applejack asked.

"Scootaloo?" Rainbow asked.

"Sweetie Belle!" Rarity exclaimed as she hugged her long lost little sister. "But I don't understand. You were locked up."

"We escaped." Sweetie Belle said. "But let's finish your mission."

The travelers ran, but Mabel stopped hearing the sound of sobbing.

The rest turned to Mabel.

"Mabel, we got to go!" Cole said.

"I hear something." Mabel added.

Sweetie Belle used her magic to unlock the door as Mabel saw a boy her age sitting in a corner sobbing.

"It's so cold." The boy said.

Mabel heard his voice. It was her lost brother, Dipper. "Dipper?"

The boy stopped sobbing and turned to Mabel. "Mabel?" 

Mabel helped Dipper up and saw the state he was in. Messy hair, cut arm, a messy white shirt, messy shorts, and his shoes had holes.

Dipper hugged Mabel. "I thought I'd never see you again."

Mabel smiled and hugged her brother. "Good thing I found you."

"Hello?" Rainbow asked. "The mission?" 

Mabel grabbed Dipper's arm and ran to the rest.

"Wait, what's going on?" Dipper asked.

"You'll understand when we get there." Mabel said. "But it's great to see you again."
> Chapter 9: Plankton's Defeat
> --------------------------------------------------------------------------

That night was the night when Plankton's reign begins. Plankton had the Nightmare Potion in his hands, changelings were pounding the bottoms of their spears and others were watching.

"This is going to be good." Trixie said getting some popcorn.

"Finally!" Plankton yelled. "After days for planning this, my reign begins!"

"Plankton, don't drink that potion." Celestia said. "You don't know what you're doing!"

"Silence, Celestia!" Plankton yelled. "Soon, Toonera will be mine!" Plankton looked up at the sky. "When the light of the moon gets to me, I will rule the world!" He was about to open the potion, but he stopped when he heard a voice.

"Drop the potion, Plankton!"

Plankton turned and saw the travelers. "But that's impossible! Chrysalis disposed of you!"

"You're wrong, Plankton!" Mr. Krabs said. "We saved that boy before he dropped dead. Now where is my daughter!"

Plankton pointed to a gray whale wearing a pretty pink dress, a purple amulet, yellow gloves, lipstick, and white boots. And she was inside a cage.

The travelers were shocked of Mr. Krabs daughter.

"That's your daughter?" Rainbow asked.

"It was from her mother's side." Mr. Krabs explained. "But meet the Great and Powerful Pearl!"

"Hi there!" Pearl yelled from above. "It's a pleasure to meet you! And yes. I'm a witch."

Plankton growled. "Seize them!"

Plankton's companions ran to the travelers.

Fluttershy turned to the crusaders. "You three take care of Discord."

The crusaders ran to Discord.

"You don't have to protect me, you know." Discord said taking out three prison keys and giving them to the crusaders. "Free everyone in that prison. Give them back what was theirs." The crusaders nodded and ran to the dungeon. Bloo followed the crusaders.

Jay and Nya were surrounded by changelings.

"You take the ones on your side, I take the ones of mine?" Jay asked.

"I'll take it." Nya said.

Twilight was blasting some changelings to get to Celestia and Luna. One of the changelings was about to hit Twilight from behind, but Kai fought the changeling himself.

"Go!" Kai said.

Twilight flew to Celestia and Luna. "Where's the key?"

"It's on that hook!" Luna said.

Twilight turned and saw a key on a hook. She took the key and started to free Celestia and Luna.

Kai was struggling trying to fight the changeling, but Celestia blasted magic at it. Kai smiled at Celestia and fought the changelings with her.

Rainbow was fighting Gideon and his changeling while Lloyd was telling her what to do. The changeling fell and Gideon fell off of him. Rainbow landed and Lloyd got off her.

"This isn't over." Gideon said.

"But the battle isn't yet." Lloyd replied.

"And that's what you get for beating a soldier." Rainbow said kicking the changeling's head.

Pinkie was fighting Trixie and was winning. Trixie was struggling. She tried to get up, but Pinkie pinned her to the ground.

"Squid Ponies dominate the world, Octocorn." Pinkie said. "Any last words?"

"Just this." Trixie replied weakly. "I hate you." She flopped onto the ground.

Pinkie shrugged and jumped to Jay as she squirted ink at the changelings. Jay smiled and hopped onto Pinkie's back.

Squidward was struggling trying to blow away some changelings. Luckily, Rainbow punched some changelings out of Squidward's way.

"Thanks." Squidward said.

"Anytime, Squidward." Rainbow replied.

Dipper was trying to get away from the battle he was in, but he felt a tap on his shoulder. He turned around and saw a nindroid about to hit him with a spear. Dipper screamed and braced himself as Mabel kicked the nindroid down. He turned and saw a changeling running at him.

"Dipper, behind me!" Mabel said.

Dipper ran behind Mabel and saw her beat the changeling. 'Wow. What a guardian.'

Cole was backing up, but he suddenly found Rarity behind him. An idea popped into his head as Cole grabbed Rarity by the legs and spun around to knock down many changelings. After he knocked many changelings down, Cole puts down Rarity.

"You had you use me as a weapon?" Rarity asked.

"It was the only thing I had in mind." Cole said.

Fluttershy was flying to avoid Sombra's attacks while Kenny was blasting Sombra's tentacles. Kenny grabbed one of Sombra's tentacles which electrocuted Sombra. Fluttershy looked down and saw Zane struggling fighting Starlight. She flew down and caught Zane for safety. Zane threw a shuriken at Starlight freezing her hooves to the ground.

"Curse you!" Starlight yelled.

Applejack and Sandy were knocking down some nindroids. Sandy kicked a nindroid in the head and threw him to a wall. Applejack grabbed a nindroid by the shirt and threw him to Spongebob. Spongebob punched the nindroid to the ground.

Zecora, Skips, and Mr. Krabs were running to Pearl.

"Pearl! Where's the key?" Mr. Krabs asked.

Twilight turned to Mr. Krabs. "Mr. Krabs!" She takes out a key. "Use this!" Twilight throws the key.

Mr. Krabs catches the key and throws it to Pearl. Pearl catches the key and unlocks herself. She jumps out of the cage and lands on the ground with no damage.

Patrick watched the fight with Discord. "This is intense."

All of Plankton's companions fall and the travelers get to Plankton. 

Plankton growled. "Dragon!"

A dragon that looked like the one that destroyed the trio's home comes out of the dark.

The travelers were shocked.

"What do we do!?" Pinkie asked.

"We need another." Dipper said.

Twilight turned to Dipper. "Another?"

"Another dragon." Dipper explained. "We need another dragon."

"I know where the dragon room is." Discord said. "Just wait here." Discord flies to someplace else in the castle.

Meanwhile, Bloo and the crusaders were in the dungeon about to free all the prisoners. 

Bloo unlocked one of the cells and saw a bunch of talking food. "Go! You're all free!"

The food run out of the cell.

"Yay! I love freedom!" The marshmallow said.

Apple Bloom opened the next cell and saw a red stallion (Big Macintosh) and a yellowish green elderly mare. (Granny Smith) "Granny! Big Mac! You're free to go!"

Granny Smith and Big Mac ran out of the cell.

Back with the travelers, they were waiting for Discord to come back. Discord came back to the travelers.

"What took you so long?" Rainbow asked.

"Everyone." Discord said turning around. "Meet Spike!"

The travelers turned and saw a giant purple dragon come out of the dark all the way to Plankton's dragon.

"He's actually a baby dragon." Discord explained. "I used a spell on him to turn him older. I'll reverse the spell after he's done with Plankton's."

Kai puts on an angered face and turned to Plankton. "You owned that dragon that scarred me for life? It's your dragon's fault that I kept having dreams in the first place!"

"My dragon?" Plankton asked. "Don't you see? I filled your head with dreams. I took away your home. I scarred you for life!"

Kai puts on a shocked face.

Plankton looked up and saw the moon above him. He opens the potion. "Finally, my time has come." 

"No!" Celestia exclaimed.

Plankton drank the whole potion and dropped the tube. The moon turned purple and a dark ray went to Plankton. It swirled around Plankton turning him into a monster. The light faded and the travelers saw the state Plankton was in. Plankton was now huge, dark green, had dragon wings, his antennas were now horns, and a dragon's eye. Plankton laughed.

The travelers were shocked.

"We're too late." Nya said.

"No we're not." Celestia replied. "Luna has a secret weapon."

"Speaking of Luna, where is she?" Kai asked.

A hunk of smoke landed in front of the travelers. And what came out was a dark version of Luna.

"Everyone." Celestia added. "Meet Nightmare Moon."

Plankton turned and saw Nightmare Moon. "Well, well, well. Nightmare Moon. I've heard a lot about you. Can't you look at yourself for once? You have the potential to rule Canterlot while I will take the key to my victory. Join me and they will soon learn to fear the night."

The travelers turn to Nightmare Moon.

"Never!" Nightmare Moon yelled. "There can only be one nightmare in this world. And I will never let you take this world or my place!" She blasted a beam of magic at Plankton, but unfortunately, Plankton dodged the beam and flew up into the air. Nightmare Moon did the same.

Back with the crusaders and Bloo, they freed all the prisoners in the dungeon bringing them to the tunnel so they can see the world again.

"Single file!" Bloo said. "Single file when you get into that tunnel. It's the way out of all your miseries."

Apple Bloom was leading all the imprisoned children. "That's it. You're all free to go home. But be careful. The world can be dangerous sometimes."

Sweetie Belle was giving food to the starving prisoners. "Eat up. Chow down. I hope you like apple fritters. Bon appetit."

Scootaloo was freeing the chained prisoners. "You're free to go."

Meanwhile, the travelers were watching Spike winning the fight between Plankton's dragon. Spike won the fight and Plankton's dragon dropped dead. Discord then used a spell to turn Spike back into a baby dragon.

Spike rubbed his head. "What happened?"

Fluttershy hugged Spike. "You're so cute."

Plankton and Nightmare Moon were fighting magic with magic. Nightmare Moon dodged every attack from Plankton. Plankton was trying to get Nightmare Moon to give in, but she didn't give up at all. They both went up to the moon and blasted each other with magic. The two beams were pushing each other, but Plankton's was more stronger due to his strength. Plankton's beam hit Nightmare Moon, which made her turn back into Luna and hit the ground of the castle.

"Luna!" Celestia yelled.

Plankton went back into the castle and stood on his throne. "Celestia, you're no match for me. Neither is your sister. The king of the Mainland will die as soon as I get there. I've seen who the Elements of Harmony are. But I don't see their symbols. Which means they're just a bunch of ponies. Those ponies don't even stand a chance against me. Not even their friends can stop me."

Twilight puts a brave face on and walks up to Plankton. "You're right, Plankton. We are just ponies."

Plankton chuckled. "Of course I am-"

"We've traveled for days to get here to you, Plankton." Twilight continued. "I had faith the first time my friends and I went into the world to save the balance from you." Twilight points to the medallion. "But thanks to Celestia and Luna for giving us this medallion, we have all the answers to stop you."

"Well, the medallion is the most intelligent to get the answers to save our home." Celestia said.

"And thanks to Celestia and Luna, we will stop you with our friendship." Twilight finished.

The magenta jewel on the medallion glowed.

Pinkie walked to Plankton. "Yeah. And we will stop you and your meanie companions from stopping us."

Then the blue gem glowed as Plankton noticed the medallion.

"We can save our home from you, and we will!" Rainbow yelled.

The red gem glowed.

"I hate to be a judge of your appearance, Plankton." Rarity said. "But you're ugly."

The purple gem started glowing.

"You have been a bad man." Fluttershy added. "And you should be on a Time Out."

The pink jewel started glowing.

Applejack joined the other elements. "We might be ponies, but we have the Elements of Harmony in our souls."

And the orange jewel glowed.

Plankton wore a face of fear. "What are you doing?"

"Believe us, Plankton." Twilight said. "But if we showed you the most important things in life,"

The medallion floated off Twilight's neck and started to glow.

"It will be Honesty." Applejack said as an orange beam from the medallion swirled around Applejack.

"Laughter." Pinkie said. A pink beam flew to Pinkie.

"Loyalty." Rainbow said with a blue beam surrounding her.

"Kindness." Fluttershy said as a yellow beam flew around her.

"Generosity." Rarity said. A white beam went around her.

"And finally, Magic." Twilight said looking up at the medallion seeing a purple beam fall down to her.

"What's going on?" Plankton asked in a tone of fear.

"Put those together and we have," Twilight said.

The medallion splits up and goes to the chosen elements. The colorful lights faded and showed the elements wearing armor with the gems of the medallion sculpted into the shapes of their Cutie Marks.

"The Magic of Friendship." Twilight said.

Plankton became more fearful seeing two ribbons with the colors of the rainbow fly above the Elements of Harmony. One red, orange, and yellow. And the other, green, blue, and purple. The two ribbons merged as a rainbow flew to Plankton and surrounded him. Many colors flew to Plankton's companions turning them into stone. The colored lights didn't turn Starlight, Trixie, and Gideon into stone, but sent them to the moon. The colored lights unchained Discord giving back his freedom.

"I am free once again!" Discord exclaimed.

Then the colored lights healed Luna. The rainbow shined brighter and made an explosion of light turning the moon back to the right color. The light faded and the rest saw the elements float down to the ground. The gems glow and the armor turned back into a medallion.

Kai ran to Twilight and gave her a big hug. Twilight hugged Kai back.

The travelers turned and saw Plankton back to his regular state. Celestia walked up to Plankton.

Plankton looked up at Celestia with a face of sadness. "I'm sorry. I just wanted to be noticed."

"I know." Celestia said. "But promise not to do that again."

Plankton nodded. Celestia picked up Plankton and puts him on her head.

"So, what now?" Nya asked.

"It's about time you all meet the king of the Mainland." Luna said.

"Don't worry." Rarity added. "I've met the king the first time I given back his crown from a thief. But I would love to see the king again."
> Chapter 10: The King of the Mainland
> --------------------------------------------------------------------------

The travelers flew away from the island their on all the way to the Mainland. After they reached the Mainland after sunrise, there was a ceremony for the Elements of Harmony. The travelers walked into the castle and saw lots of colorful windows. The elements' friends sat in a row of seats seeing the elements walk down the aisle. Then the elements stopped when they reached the throne. But everyone murmured asking where the king was.

"I wonder who the king is." Rainbow said.

The audience turned seeing a little white alien with a pink crowned helmet, blue eyes, and an artificial mustache run to his throne.

"Sorry that I'm late for the ceremony." The alien said. "I was just finishing my lunch."

The elements but Rarity were confused.

"That's the king?" Fluttershy asked.

"That is King Meep." Rarity explained.

King Meep turned to the elements. "Girls, I would love to thank you and your friends for saving our home and my life. You have been very heroic to Toonera. And has spread friendship everywhere." He takes out six badges. "Take these for your courage."

Each of the elements took a badge.

Meep turned to Rarity. "Rarity, after retrieving my crown, you have been a hero once again. So did the other elements. And I thank you. Everyone thanks you."

Everyone in the audience cheered and clapped. The travelers did the same.

"Let the celebration begin!" Meep said.

That night there was a big party for the elements. And there was entertainment. A mint green Squidicorn (Squid Unicorn) and a yellow Squid Pony finished their routine and walked off the stage. 

The host, Soos, walked up the stage. "Thank you Lyra Heartstrings and Bon Bon for your entertainment. Our next act will be Mabel Pines." Soos walked off the stage. 

Mabel walked up the stage wearing a pale pink sparkly dress, blue flats, white gloves, and pearl earrings. "Hit it!" She said to a jazz band.

The jazz band woke up and start playing their instruments.



Mabel finished her song with many people cheering.

Meanwhile, Twilight was with Meep walking in the hallways. "Where are we going?"

"I have someone who wants to see you." Meep said. 

Twilight and Meep reached a room as Meep opened the door revealing a white stallion with a mane that had three shades of blue and blue eyes and a pink alicorn with a pink, purple, and yellow mane and purple eyes. 

The stallion ran to Twilight. "Twily!"

Twilight smiled and hugged the stallion, which was her BBBFF, Shining Armor. 

The pink alicorn walked up to Twilight. "It's an honor to meet you. I'm Cadance."

Twilight shook Cadance's hoof. "Twilight Sparkle." She turned to Shining. "But how did you two meet?"

"Well," Shining Armor started. "After Plankton locked me up, I've been trying my hardest to escape. But one day, I gave up. But that's when Cadance helped me."

Twilight smiled and hugged her brother again. "You two are planning a wedding, are you?"

"It starts next month." Shining Armor explained.

Twilight walked out of the castle. But she turned and saw Nya and Kai gazing at the stars. She walked up to them and sat next to them. "Is everything okay?"

Kai turned to Twilight. "Yeah. But I have a feeling that I would keep getting those dreams. It's just ever since the fall of our village, those dreams always get to me."

Twilight puts her hoof on Kai's shoulder. "Don't worry. Those days are gone now. You have us by your side. And thanks to Celestia and Luna for giving us that medallion, we finally finished our mission. And Plankton might have learned his lesson for being a master of a bunch of threats. And now, you're finally free from your nightmares."

Kai smiled.

"Uh, guys," Nya said.

Kai and Twilight turned to Nya and saw her looking at ghosts of two unicorns that looked like Twilight's parents, Night Light and Twilight Velvet.

Twilight gasped. "Mom? Dad?"

Twilight Velvet turned to Kai and Nya. "Thank you." She said as she and Night Light faded away.

Twilight smiled with tears in her eyes.

The trio then looked at the moon.

Meanwhile on the moon, Starlight, Gideon, and Trixie got up.

"Where are we?" Trixie asked.

Starlight turned and saw that she and the others were not on Earth anymore. "Are we on the moon?"

Gideon puts on a scared face. "Oh no."

Patrick popped up looking at you. "The end!" He turned and saw Cole next to him who was looking at Patrick with an annoyed face. "Okay." He started walking with a sad face on.

Cole now turned to you. "Sorry about that."