> The Last Healing Dragon
>  by Gearsmash King
> --------------------------------------------------------------------------

> Chapter 1: A Helping Hoof
> --------------------------------------------------------------------------

Fluttershy awoke to a beautiful Saturday morning sunrise. The birds chirped happily as they flew passed her bedroom window. Angel, her pet bunny, laid comfortably in his little bed on the floor next to hers. Then Fluttershy slowly sat up and rubbed her eyes.

"That's probably the best sleep, I've ever had." She yawned, stretching her hooves over her head, "How was yours, Angel?"

Angel just twitched an ear and yawned, in response. Fluttershy smiled and got out of bed, making her way towards the kitchen. She reached into a cupboard and got out a bowl for her and food dishes for the animals around her home. As Fluttershy prepared breakfast for everyone, several small animals entered the room and went towards their designated dishes. There were mice, otters, squirrels, and other bunnies. 

"Good morning, everyone." Fluttershy greeted, getting vegetables, nuts, and fruits out of another cupboard. 

Some birds that were perched on one of her shelves, chirped in reply. Fluttershy cut up the food and divided it equally into the dishes. It was a very nice morning, indeed. Which was a good thing, because Fluttershy had to take care of some important things and they'd go by even quicker if it was a sunny day.

"Mornin', sugarcube." A voice said, from outside Fluttershy's window.

Fluttershy looked over at the window and saw Applejack smiling at her.

"Oh. Hello, Applejack. How are you?" She greeted.

"Not good, I'm afraid." Applejack replied, changing her expression.

Fluttershy's face changed expressions as well. She went to the window and saw Applejack covered in scratches. 

"What happened to you?" Fluttershy gasped.

"Some critters got into the south field and ruined a dozen of my trees. I tried to fight 'em off, but there's too many and I need yer help."

"Alright, I'll be there as soon as I can. Maybe, I can convince them to find something else to eat."

Applejack nodded and ran back to her farm. Fluttershy finished her breakfast and flew to Sweet Apple Acres, as fast as her wings could carry her. Shortly after arriving, Fluttershy found what had caused the damage. Several raccoons had managed to scatter yard tools and claw some of the apple tree branches. It was a mess and Fluttershy knew just how to handle it.

"Okay." Fluttershy said, approaching the first group of raccoons she saw, "I know that you're probably hungry, but you shouldn't be ruining somepony's home because of it."

The raccoons heard her and got the message. They started to leave and Fluttershy approached the next group. After a while, Fluttershy finally cleared Sweet Apple Acres of the raccoons. Then Applejack approached Fluttershy with a very big smile.

"Much appreciated, Fluttershy. I don't know how I can repay ya."

"Don't worry about it. Your gratitude is reward enough."

The two friends smiled, then Fluttershy noticed that some of the scratches on Applejack had started to bleed. It wasn't serious, but it did have Fluttershy's attention.

"Are you alright?" She asked, feeling a little worried, "Those look like they hurt."

She pointed at the injuries and Applejack looked at them.

"Nah. I've had worse scrapes." Applejack replied, pulling back her mane and revealing a big scar on the back of her neck, "Got that when I was just a filly and lemme tell ya, it hurt pretty bad."

After talking for an hour and helping clean up the mess, Fluttershy left Applejack and her family to do their chores. She made her way towards Twilight's castle, to help Twilight and Spike reorganize the library.

"This is the third time this month." Fluttershy said to herself, "Why doesn't she just keep things in one place?"

Fluttershy landed in front of the castle and knocked on the door. After a moment, the door opened and Spike peeked out from behind it.

"Hey, Fluttershy." Spike smiled, "Come on in."

Fluttershy entered and they walked down the long hallway.

"I guess, Twilight is already in the library." Fluttershy said, "Has she started without us?"

"No." Spike replied, "She was going to start, but then she got a book from Princess Celestia."

"What's it about?"

"I think it was titled: Creatures From Equestria's Past."

They entered the large library and found Twilight buried in a big book. Fluttershy saw the title on the book and realized that it was the book Spike had mentioned. On the cover, it showed two creatures circling and showing their teeth at each other. While above the image, gold letters spelled out the title. 

"Hi, Twilight." Fluttershy greeted.

Twilight looked up from the book and smiled at her friend.

"Hi, Fluttershy." She smiled, "What's going on?"

"Had to help Applejack get some raccoons out of her fields. Thankfully, I could get them out, before anypony else got hurt."

"Anypony else?"

"Applejack tried to do it herself, but they scratched her everywhere."

"Is she alright?"

"She's fine. Nothing a few band aids can't fix."

Then Fluttershy looked at the book, wondering what kind of creatures used to live in Equestria. Twilight noticed this and invited her to join. The three of them went over to a couch and sat down, with Twilight in the middle. She reopened the book to the page that she had left off and continued reading. Fluttershy read along, but kept stopping to look at the illustration above the text. The illustration showed a dragon without wings, razor sharp teeth, a big crest on it's head, a thick whip-like tail, and large claws. 

"That's a Burrowing Dragon." Twilight said, bringing Fluttershy back to reality.

"A Burrowing Dragon?" Spike asked.

Twilight nodded and read the description, under the picture.

"Burrowing Dragons were believed to have burrowed underground and ambush it's prey from below.  But they went extinct nearly six thousand years ago. The only evidence that has been found that they ever existed, are skeletons found in caverns and mountain ranges. However, the cause of their extinction is unknown." 

Fluttershy looked up from the picture, her eyes wide with fear. Even though Fluttershy stood up to a dragon before, they still scared the life out of her. But, she calmed down after Twilight put a hoof on her shoulder. 

"Don't worry, Fluttershy. The only wingless dragon we have here, is Spike."

They smiled at Spike and he smiled back. After reading for a while, they started reorganising the library. Fiction and nonfiction were put next to each other, while the atlases and star gazing books were put on higher shelves. It took longer than Fluttershy thought, but all the while, the dragon from the book stayed in her mind. 

"I think we're done." Spike said looking around at all the books.

"Yeah. Thanks for helping, Fluttershy." Twilight said, smiling.

"Always happy to help a friend." Fluttershy replied.

The work had taken all day and the sun had almost set. Fluttershy said her farewells and made her way home. 

"At least I don't have to worry about dragons like that around here." Fluttershy thought as she landed and entered her cottage. 

AAARRROOOO!


A cry made Fluttershy freeze in her living room and caused her face to turn white. 

"W-What was that?" 

AAAAARRRRROOOOO!

Fluttershy looked in the direction the cry came from. The only thing she saw, was the dark brown trees of the Everfree Forest. Sometimes, she regretted moving into a house that was so close to the forest. But, she found out later, that the creatures that lived there, never came out to bother her. However, Fluttershy got scared whenever it sounded like something was close. In this case, the cry sounded close. Fluttershy listened carefully, trying to determine what kind of cry it was.

AAAARRRROOOO!

"It sounds like a cry for help." She said, holding a hoof to her ear, "Oh, but I don't want to go in there."

Fluttershy shuddered at the thought of going into the forest and being something's dinner. 

AAAARRRROOOO!

Hearing the cry again, Fluttershy made up her mind and grabbed a flashlight, before setting out into the Everfree              
> Chapter 2: A Strange Savior.
> --------------------------------------------------------------------------

Fluttershy entered the Everfree Forest, flashlight tucked under her wing and shaking with fear. The dark forest was even more frightful under the cover of night. The trees loomed over and strange sounds surrounded her, making Fluttershy's ears twitch at anything. But she was paying more attention to the sound that brought her there.

AAAARRRROOOO!


From what Fluttershy could understand, the cry for help hadn't changed from it's painful tone, nor did it move from where it had come from. Which was a good and bad thing for her. It was good, because it made it easier to follow the direction it was coming from. But it was bad, because as she got closer, Fluttershy realized that the sound belonged to something relatively big. 

"Oh. I hope that whatever's in here, doesn't try to eat me." Fluttershy whimpered, turning around to see how far from home she was.

To her surprise, Fluttershy unknowingly had ventured further into the forest than she wanted to. Fluttershy was so far away from her home, she could barley see the light coming from her kitchen. 

Aaaarrrroooo!


The cry had been reduced to a low howl. And it sounded very close. Turning around, Fluttershy turned off her flashlight and parted some bushes. 

"My goodness!" Fluttershy gasped, staring at she found.

To her surprise, Fluttershy had found a manticore tangled in a very big net, in a clearing. The poor creature had blood dripping from the wounds, caused by the ropes. It's tail was pinned under a large log and it seemed to be mangled very badly. The ropes were wrapped around the manticores neck and claws. It tried to cut itself free, but the ropes were to thick and very breath it took, was very raspy and shallow. It was dying and Fluttershy knew she had to do something, otherwise, it would suffer a slow and painful death.

"Maybe, I could-"

Snap! Crack!

Fluttershy didn't even have time to come up with a plan, before she heard the sound of tree branches being broken nearby. 

"W-What was that?!" Fluttershy asked herself, alarmed by the sounds.

Fluttershy didn't have to wait long to get her answer. From the opposite side of the clearing, Fluttershy saw the head of a very big creature emerge from the darkness. And it didn't take long for her to figure out what kind of creature, the head belonged to.

"A dragon!" She whimpered, answering her own question in fear.

Slowly, the dragon entered the clearing and approached the trapped manticore. Fluttershy froze in fear as she watched it. The dragon had a big crest that ended with sharp tips on it's head, a thick whip-like tail, large claws, red scaly skin that was covered with scars, white glowing eyes, and no wings. Then it opened it's mouth and Fluttershy saw razor-sharp teeth. She watched the dragon raise a claw to the net and quickly closed her eyes turning away from what could be a terrible sight.

Snap! Snap! Snap!

Fluttershy's eyes reopened to the sound of ropes being cut and looked back into the clearing. She was in disbelief by what she saw. Instead of seeing the dragon turn the manticore into dinner, Fluttershy watched as the dragon pulled the net off the creature and grab the big log. Seeming to use little to no effort, the dragon lifted the log off of the scorpion-like tail. Revealing the tail to be badly crushed and poison oozing from it. 

"The poor thing."

Fluttershy watched the manticore try to stumble away, but it fell from exhaustion. Then she saw the dragon's mouth begin to glow a light shade of blue and flames emerge. Fluttershy watched in horror as the dragon opened it's mouth and shower the manticore in blue flames. Then the dragon stopped it's assault and Fluttershy gasped at what had just happened to the manticore. 

"How is that possible?!"

The manticore stood up on all four legs, without struggling to keep itself from collapsing. The wounds were fully healed, in fact, they were non-existent, and the tail was in it's proper shape, with the stinger hanging above the once trapped creature. Then it ran for the trees and disappeared into the darkness. The dragon remained where it was, breathing deeply with it's eyes closed. Amazed by what she just witnessed, Fluttershy's wings went limp, letting the flashlight fall to the ground.

C-Clack! 

The flashlight hit the ground with a terrible clattering sound, making the dragon's eyes fly open and whip it's head in the direction the sound had come from. Fluttershy remained frozen as the large head loomed closer to her. They stared at each other, without making a single sound. Fluttershy wanted to scream and run as fast as she could back to her home, but the dragon's gaze kept her hooves planted firmly to the ground. Then the dragon opened it's mouth and Fluttershy turned her head away from the razor teeth, she was expecting to clamp down on her.

"Go home, little pony." A deep voice boomed at her.

Fluttershy turned her head back to the dragon and watched as it slowly turned away, vanishing into the black shadows of the forest.

"You don't need to tell me twice." Fluttershy said, grabbing her flashlight and galloping aggressively home.

Fluttershy burst through the front door and quickly slammed it shut behind her, locking the pin into place. Then she closed the windows and turned off the lights. Raced to her room and dove under her bed, where Fluttershy would spend the rest of the night.





The next morning, Fluttershy awoke safely curled up in a blanket, under her bed. The sun shone brightly and flooded her room with a pleasant light. But it wasn't enough to have Fluttershy wake up with a smile. The night before had Fluttershy tossing and turning in her sleep. 

"I've never, in my life, seen a dragon behave like that. Or do that."

Of course she was thinking about the blue flames that healed the manticore. But what Fluttershy was really confused about it, was the fact that the dragon she saw last night, looked exactly like the dragon she saw in Twilight's book. 

"I thought she said those were extinct." Fluttershy said, crawling out from her hiding place, "And aren't they supposed to burrow underground and not breath fire that heals other creatures?"

Fluttershy went into the kitchen and quickly got everyone breakfast. Afterward, she left for Twilight's castle with Angel on her back. 

"I don't know, Angel, but that dragon I saw last night isn't like anything I've ever seen."

Angel just shrugged and sat comfortably on her back as the castle came into view. 

Knock, knock, knock!

Urgently knocking on the door, Fluttershy waited for it to open. After a moment, the door opened and Twilight greeted her with a grin. But Fluttershy didn't grin back at her, causing Twilight's expression to change.

"Twilight, I need to talk to you!" Fluttershy said urgently.

Twilight invited her inside and Fluttershy began explaining everything that had happened the night before. But the more Fluttershy explained, the harder it was for Twilight to believe. Then Fluttershy told her about the blue flames that shot from the dragon's mouth and what they did. 

"Okay, back up. You saw this happen?"

"Of course, I saw it happen! I wouldn't be telling you about it, if I didn't!" 

Twilight put a hoof on her shoulder and made a sympathetic expression.

"I not saying, I don't believe you, Fluttershy. But I've never heard of such a dragon."

Then Fluttershy grabbed the book, she saw the dragon in and opened to the page it was on. 

"I think you have, Twilight." Fluttershy said, pointing at the picture.  

Twilight looked carefully at the dragon, trying to understand that this was the creature Fluttershy saw.

"That's a Burrowing Dragon, Fluttershy. They never had any magical abilities. I don't know of any dragons that had magic." Twilight insisted.

"What about Spike?"

"What about him?"

"Spike can send messages to Princess Celestia, using his fire-breath."

"He got his magic, when I used my magic to hatch him."

Fluttershy went silent and looked at the picture. She wanted to know more about the dragon she saw, but she didn't know how to do it. After a while, Twilight spoke up.

"Why don't you take me to where you saw this dragon. Maybe, we can find a clue as to what it actually is."

Fluttershy's ears perked up at that. However, she didn't want to go back into the forest. Even in the daylight, it wasn't a pleasant place. But Fluttershy got a hold on her nerves.

"Alright." Fluttershy sighed, "But can we round up the girls? It might be safer and easier to find anything."

Twilight nodded and they left to get their friends. 

     
> Chapter 3: Finding An Invisible Trail 
> --------------------------------------------------------------------------

Fluttershy and her friends met at her cottage, ready to search for Fluttershy's mystery monster. They were each wearing saddlebags loaded with supplies they might need. Such as food, a field guide, bug repellent, binoculars, pencils, and paper. But they even brought things that probably weren't necessary. Rarity brought sunscreen, a bright camo sunhat, and scissors. Fluttershy figured she brought the scissors to cut flowers or something along those lines. Rainbow Dash had two glass jars, each containing a lightening bolt that shimmered violently inside. And Pinkie Pie had confetti, streamers, balloons, and... 

"Tents?" Fluttershy asked, seeing six tents rolled tightly in her bag.  

Pinkie Pie smiled cheerfully at the six canvas rolls she was carrying. 

"Yeah." She replied, "I figured since we're going on an adventure, why not make it a long one."

Fluttershy looked at Twilight, who just shook her head and grinned. 

"Pinkie, I don't think we'll be gone that long." Twilight said.

"I'll bring 'em along, anyway." Pinkie replied joyfully.

Turning back toward the big trees, outlining the large forest, Fluttershy gulped bravely and slowly entered the Everfree Forest. Followed by Twilight, Applejack, Rainbow Dash, Pinkie Pie, and Rarity. The sun peeked through the branches of the trees, making the forest seem more welcoming, but they knew better. Just because something seems welcoming, doesn't mean it is. The forest was home to timber wolves, manticores, parasprites, and a large amount of other frightening creatures. Including, dragons. Slowly, they walked to where Fluttershy had seen the strange dragon.

"I don't quite understand why we're lookin' for a dragon." Applejack said, keeping her head on a swivel, "Don't we normally try to avoid 'em?"

"Yes, but Fluttershy said that this particular dragon has magical properties." Twilight replied, turning her head to see Applejack, "I personally, want to know if such a dragon exists. And if they do, how they're able to use magic."

They stepped into the clearing and Fluttershy saw the log that had crushed the manticore's tail. But the net that it was tangled in, was missing. Fluttershy took a step towards the log and tripped on something. After she got back up and looked at what she had tripped on, Fluttershy's eyes widened. 

"That's an impressive print!" Rarity exclaimed, staring at the large dent in the dirt.

The footprint had four points in the front and a short heel in the back. 

"Fluttershy, how tall would you say this dragon was?" Twilight asked, levitating a pencil and paper. 

"Um. About fifty five to sixty meters tall. But it was on all four legs most of the time."

Twilight's pencil scratched at the paper as she wrote down the fact. Then they turned their attention to the log, which had huge claw marks scratched into it. 

"Did the dragon do that too?" Rainbow Dash asked, staring at the massive timber.

"Yes. It picked it up as if it was just a long stick."

Cautiously approaching the log, Fluttershy felt something soft and flakey under her hooves. She looked down at what she had stepped in and saw ashes. But what had her attention, was that in the middle of the ashes, the outline of a creature laid out on the ground. Her eyes going wide again, Fluttershy realized that she was standing exactly where the manticore had been, when the dragon's fire rained down onto it.  

"This is where it all happened." Fluttershy said, looking back down at the ash.

Then Fluttershy saw something else, buried under the ash. She wiped away the ash and discovered a small metal spike with a loop for a chain or...

"The net." Fluttershy said aloud.

"What net?" Rarity asked, applying sunscreen to her coat.

Fluttershy stepped out of the ash and looked at her friends.

"The manticore was wrapped in a big net, when I came here, last night. It had thick ropes that the manticore couldn't cut through. But it's not here. Meaning somepony, or something, took it."

Then Fluttershy looked back at the log and saw axe marks on the far end. 

"And those weren't made by the dragon." She said, pointing at the cuts. 

"So, what?" Rainbow Dash said, trying to understand what she was saying, "You thinking there's poachers out here?"

Fluttershy nodded worriedly and looked at the outline of what used to be a wounded creature.

"I just don't understand why somepony would do such a thing. It's cruel."

Fluttershy wanted to cry, but kept her emotions in check and brought herself back to reality. 

"Look, sugarcube," Applejack said, putting a hoof on her shoulder, "I know you wanna try and stop those crooks, but we came out here lookin' for a dragon. I think we oughta stick to the plan."

Everypony agreed and Fluttershy lead them further into the forest, in the direction the dragon had gone. The footprints were easy to follow for the first little while. But then they started to get further and further apart, as if the dragon started running. The footprint trail came to an end, when the footprints stopped suddenly in another large clearing. They were deep into the forest and the sun had gotten lower in the sky, turning it into a bright orange ceiling above the trees. They had been in the Everfree Forest during the night before, but by the looks of their surroundings, Pinkie's tents would be useful after all.

"I got dibs on the pink tent!" Pinkie Pie exclaimed joyously.

They pitched their tents, which all had their cutie marks on them, and made a fire. Applejack reached into one of her saddlebags and retrieved chocolate, gram crackers, and marshmallows. They each grabbed sticks and started cooking their well deserved treats.

"So, Twilight, what kind of dragon do you think we're looking for?" Rarity asked, elegantly sandwiching her marshmallow and chocolate between two crackers.

"I'm not sure, but I'm lead to believe it's some breed of dragon I've never heard of before." Twilight replied, trying to blow out her flaming marshmallow, "And I've heard of all of them." 

They ate their s'mores happily, unaware they were being watched from a distance. 

"Tell us again, Fluttershy. What did this dragon look like?" Rainbow Dash asked, putting another marshmallow on her stick and hovering it over the fire.

"It had red scaly skin that was covered in scars, white glowing eyes, a pointed crest on it's head, large claws, a thick whip-like tail, razor-sharp teeth, and no wings." Fluttershy replied, remembering the large beast.

Rainbow Dash stopped cooking her marshmallow and stared at Fluttershy in confusion.

"No wings?" She asked, trying to understand the last part, "Then how did those tracks stop all of a sudden."

Poof!

"Have you considered, that what you're looking for might not be a dragon?" 

"AAAHHH!" The girls screamed, surprised by their unexpected guest.

"Discord!" Fluttershy scolded, "That was very rude!"

Discord just started howling with laughter and fell backwards, catching himself with his magic.

"BAH, HA, HA, HA!" Discord laughed, bringing himself back to an upright stance, "Oh, I just couldn't resist. I truly am sorry, but you should've seen your faces!"

After the laughter had subsided and everyone was sitting comfortably around the campfire again. Discord helped himself to a couple marshmallows and stabbed a strange stick, that he made, through them. Fluttershy looked at him curiously, trying to understand what he meant.

"What do you mean, might not be a dragon? I clearly saw that it was a dragon."

"What I meant, is that it could be a shape shifter of some kind. I've lived for centuries and I've never heard of a dragon that can vanish into thin air. At least, not one without wings." 

Twilight thought for a brief moment, rolling the idea of a shape shifting creature through her head. 

"I mean, look at me." Discord continued, transforming into a strange bird, "I can shape shift into anything I want."

Then Fluttershy had an idea and reached into one of the packs, retrieving a pencil and paper. Going from memory, Fluttershy sketched the dragon she saw the night before and showed it to Discord.

"Can you turn into that?" Fluttershy asked as Discord took the drawing and studied it.

"I'll give it a try." He replied.

Going to the middle of the clearing, Discord crouched on all fours and started to grow bigger. His head changed shape, his wings disappeared, and the ends of his limbs turned into hands with large claws. And his tail became whip-like, almost identical to the drawing.

"How's that?" The large creature asked, standing on it's hind legs proudly.

The ponies stared in awe at what he had become. Unfortunately, it wasn't exactly like what Fluttershy saw, but close. Then Discord changed back into his usual, yet unusual, form. Looking somewhat tired, he plopped down on a log near the fire. They joined him and started talking about the possibility of a shape shifter.

"Ya look tired. Are ya alright?" Applejack asked, retrieving an apple from her pack.

"I'm alright. It's just, I've never turned into something that big before." He replied as a cup of chocolate milk appeared in his lion paw, "It took a bit more power than I'm used to, when it comes to transformation."

"Then it must be an actual dragon." Fluttershy said, "Because if someone as powerful as you had trouble turning into it, than that means that it has to be real."

"But, Fluttershy, darling, we still have no idea what this dragon can do." Rarity chimed, "And we don't have a trail to follow anymore."

RRRRRRAAAAAAAAARRRRRRHHHHH!!! 

"EEP!"

A loud and long roar, echoed through the forest, making Fluttershy dive behind Discord. Everyone looked in the direction the sound had come from. Twilight's horn lit up and a purple dome formed over them. Then the dome vanished, revealing the dark forest again.

"There." Twilight said, after her horn stopped glowing, "This barrier will keep us safe for the night."

"What kind of barrier did you make this time, Twilight?" Rainbow Dash asked, turning back to the purple alicorn.

"It's a soundproof, invisible barrier. As long as your inside it, you can't hear anything outside and nothing, outside it, can hear or see you." Twilight replied proudly.

"Good thinkin', Twi." Applejack yawned, "'cause I wanna have a nice an' quiet night, to-"

BOOM!


Applejack pulled back the flap of the nearest tent and was greeted by a cloud of confetti, exploding out of a small cannon. 

"PINKIE!" She bellowed, shaking the shreds of coloured paper off her, "Why's there a party-cannon in my tent?!"

"In case we meet the dragon and he wants to have some fun." Pinkie replied, smiling at the multi-coloured farm pony.

Furious, Applejack grabbed the small cannon and hurled it out of the tent. It sailed over Pinkie Pie and landed just outside the barrier. 

"Jeez, Applejack. You didn't have to throw it." Pinkie said, getting off of her seat and trotting over to the cannon. 

She had just stepped out of the barrier and was about to wheel the cannon back inside. When something stopped her, causing her tail to shake. Pinkie jumped to her right as a big rock crushed her cannon. One by one, everyone appeared out of thin air to see if their friend was hurt.

"Pinkie! Are you okay?!" Twilight asked frantically, running over to the pink pony.

"Yeah, but my party can-"

RRRRRRAAAAAAAARRRRRRRHHHHHHH!!!

GRRROOOAAAAAHHH!!!

Pinkie Pie didn't even finish her sentence, before two separate roars echoed loudly through the trees. Twilight turned her attention to the rock sitting on top of what used to be a party cannon.

"Judging by the mark it made," She said, examining the boulder, "I'd say it came from the same direction as those sounds."

RRRRAAAAARRRRRRHHHHH!!!

GRRROOOOAAAAHHHH!!!


Two more bellows flew through the night air, making all of them shake in fear. Even Discord didn't feel comfortable hearing the terrible sounds.

"I suggest we turn in for the night." He said, turning and reinforcing Twilight's barrier with a magical impact shield.

"Agreed." They all said in unison.

Discord opened the shield enough for them to enter, before closing it behind him. They each crawled into the tents, while Discord offered to lay next to the fire and guard them. They agreed and with all that settled, they laid wide awake in their sleep bags, trying not to think about what was happening beyond the trees of the Everfree Forest.

"What have I gotten us into?" Fluttershy murmured quietly to herself, before her mind faded to black and managed to fall asleep.          

  



      
     
> Chapter 4: A Sad Encounter
> --------------------------------------------------------------------------

Fluttershy woke up the next morning and crawled out of her tent. The first thing she saw was the rock that had destroyed Pinkie's party cannon. Then she looked up and saw a pillar of black smoke towering over the treetops, coming from the same direction as the sounds they had heard the night before. 

Snort!


A loud snort nearly made Fluttershy dive back into her tent, but then she saw where the sound had come from and calmed down. On the ground, laying next to a bed of ashes, Discord slept comfortably. Then Fluttershy looked back at the giant rock and noticed several scratches covering it. Fluttershy also noticed that the rock looked to be only part of a bigger rock. She stepped closer to look, only to bump into an invisible wall. 

"Of course, Discord's spell would still be working." Fluttershy thought, turning towards the chaotic being, "He's the only one who can lower it."

Approaching him, Fluttershy gently placed a hoof on his shoulder and shook him. 

"Discord, wake up." Fluttershy whispered, "There's a lot to do, today."

Discord just twitched slightly and yawned, refusing to wake up. 

"Discord, please." Fluttershy pleaded, a little louder this time, "We've got to move quickly, because there's smoke in the forest and that might mean fire."

Discord remained in his slumber. Then Fluttershy had an idea and extended a wing out to him, just enough for one of her feathers to touch his nose. She began waving the feather across his nose, causing his face to scrunch up.

Aah... Aaaah... AAAHH-CHOOO!

Discord sneezed loudly, bringing him to a fully alert stance. Then he rubbed his eyes and saw Fluttershy. Shortly after, their friends stepped out of their tents.

"Bless you." Pinkie Pie said, seeming more awake than the others.

"Thank you." Discord replied, before turning to Fluttershy, "What's so important, that you had to wake me up like that, Fluttershy?"

Fluttershy blushed, feeling sorry for rudely waking him up in the way she did. But she had done so for a valid reason.

"We need to go and investigate that smoke." Fluttershy said, pointing to the black cloud rising above the trees.

Everyone looked up and saw the smoke trailing in the wind. 

"But what about the dragon?" Twilight asked, feeling a little uneasy, "Maybe it caused that." 

"Maybe it did, but that doesn't change the fact that whatever that smoke is coming from, could spread." Fluttershy argued, looking back at it and thinking of the animals that might live in that direction, "If we hurry, we might be able to prevent a forest fire."

The smoke remained the same size, but they all knew that there was a chance that it could spread and destroy some of the forest. 

"Alright." Twilight said, understanding the danger that approached, "Let's get everything packed and ready to move."

It took several minutes to get everything to fit properly in their saddlebags. After they were fully packed, Discord and Twilight lowered their barriers and they all left their campsite. Fluttershy and Twilight lead the group, while Discord followed behind to make sure they weren't attacked. 

"That smoke hasn't changed that much." Rainbow Dash commented, looking through the tree branches, "If anything, I'd say it was getting thinner."

Turning their attention to the black pillar, they saw that Rainbow Dash was right. The smoke had gotten thinner as they got closer, as if whatever started it was dying out. Getting closer, Fluttershy noticed bits of debris laying on the ground and hanging off of tree branches. The debris got bigger and the smell of smoke got stronger as they got closer.

"I'll bet it's right behind th-... Oh my sweet Celestia!" Twilight gasped, parting some bushes.

On the other side of the bushes, Twilight saw something that resembled a scorched battlefield. There were black burn marks covering several crushed rocks, uprooted trees, giant claw marks, small fires, and broken animal traps everywhere. At the center of it all, she saw four big creatures. Three of them lay still, while the fourth sat on it's hind legs and hung it's head. 

"Red scaly skin, large claws, whip-like tail, a sharp-tipped crest, and no wings." Twilight whispered, blocking everyone's view, "Fluttershy, come here."

Fluttershy slowly approached her, unaware of what lay on the other side. Then Twilight closed the bushes and slowly turned to face her.

"I'm going to show you something," Twilight said, putting a hoof on Fluttershy's shoulder and frowning, "but it's going to be a bit of a shock."

Fluttershy nodded bravely, getting ready for what she might see. Twilight parted the bushes again and Fluttershy's body began to shake in horror. 

"What happened here?" Fluttershy whispered, looking at the dragon, "And why are those creatures not moving?"

She stared at the dragon as it moved to it's side, revealing blood and gashes along it's body. Then Fluttershy saw the reason why the other creatures were motionless. The first two creatures were manticores, a male and a female, wrapped in large nets and covered in claw marks. The third was a green dragon, with wings and other features that didn't resemble the wingless dragon, laying on it's side with large teeth marks along it's neck and claw marks on it's wings. 

"Th-They're..." Fluttershy stammered, putting a hoof over her mouth, "...dead." 

Tears filled her eyes as she began to cry. One by one, everyone peered through and saw the damage. Fluttershy sat on a stump and held her face in her hooves, sobbing. Her friends surrounded her and tried to comfort her. Even Discord shed a few tears for the beasts. 

Snap! Snap!

The sound of ropes being cut, broke the waterfall of tears and everyone looked back at the burned area. They watched as the dragon used it's big claws to cut the nets off of the manticore bodies. After it had pulled the nets off and thrown them to one side, the dragon turned away from the bodies and began clawing the ground.

Scratch! Scrape! Scratch!

"What's it doin'?" Applejack asked, wiping away a small tear that started rolling down her cheek.

The dragon stopped digging and turned back to the bodies, grabbing one with it's mouth. Then it turned back to the hole and gently lowered it. Almost immediately, Fluttershy caught onto what the dragon was doing.

"It dug a grave for the manticore." She whispered, awestruck by how a creature, such as a dragon, would bother to take the time to respectfully bury another creature.

The dragon placed the manticore in the hole and pushed the earth back over it, covering the once proud creature. Then it started digging next to where it's first grave was. But, as they watched, Fluttershy noticed the dragon wincing in pain every time it dragged it's claw back, pushing dirt out of the hole.

"I'm going to help it." Fluttershy said without hesitation.

Before her friends could object to such a strange and possibly suicidal idea, Fluttershy stepped into the newly formed clearing. She had  taken almost a hundered steps before the dragon noticed her.

"What are you doing here?" It asked in a very deep and very male voice, "I thought I told you to go home."

He stopped digging and slowly approached her. Fluttershy stood her ground, frozen by a slight hint fear. 

"Unless, you're one of the hunters responsible for this." The dragon hissed, pointing at the manticore body and baring it's teeth.

Fluttershy wanted to run back to her friends, but remained planted to the ground, instead. The dragon came closer and gazed at her with his glowing white eyes. 

Rustle! Rustle!

The bushes behind Fluttershy parted again and Applejack ran out to them. The dragon's gaze switched from Fluttershy to Applejack and began to step around Fluttershy. 

"Don't even think 'bout hurtin' her, wingless!" Applejack growled, before skidding to a stop.

She wasn't half way there, when Fluttershy held up a wing and slightly turned her head towards Applejack, stopping her from getting any closer. Then Fluttershy lowered her wing and looked back at the dragon, who had started walking slowly around her. He eyed Fluttershy carefully, before returning to face her and lowering his head to her level.

Sniff! Sniff!

Fluttershy felt the hot breath of the dragon as he took in her scent. 

"I'm not sure why," the dragon said, slowly lifting his head, "but I'm getting all kinds of other scents from you. The strongest being a vampire fruit bat and a rabbit."

Fluttershy stared at the large beast, amazed that he could smell the other animals. 

"If I had to guess," the dragon continued, "I'd say you're the one who lives near the edge of the forest, in that little cottage."

Fluttershy nodded hesitantly, intimidated by what he knew about her and his size. The dragon looked at her and began backing away towards the remaining manticore. 

"W-Would you like any help?" Fluttershy asked, trying to build enough courage to actually be willing to help. 

The dragon looked from the body to her, tilting his head slightly.

"It's not a task meant for you." The dragon said, resuming to dig again, "But if you think you can handle such a task, then you're welcome to help put these creatures to rest."

Fluttershy stepped forward and began to approach them, followed by Applejack. One by one, their friends emerged from the woods, cautiously walking toward the graves. Discord, however, remained hidden behind the bushes and watched. It didn't take very long for the second grave to be dug and the other manticore to be gently placed in it. Headstones were made for them and the dragon sat on his hind legs again.

"May you roam in the fields eternal," the dragon began to pray, "free from harm, guilt, fear, and strife. For it is you, who shall be rewarded in the next life. May you rest peacefully."

Then the dragon got back on all four limbs and began to walk away, without saying another word. Fluttershy turned toward him and raced after him.

"Wait!" Fluttershy called, stopping the dragon, "What about the other dragon?"

Looking at the body of the other dragon, the red dragon bared his teeth.

"That wasn't a dragon!" He hissed, "That was a bloodthirsty monster that deserved to die! Let him rot!"

Shocked by such a remark, Fluttershy stopped walking to the dragon as he turned to face her. 

"I know it sounds cruel, but I've lived long enough to tell the difference between a monster and a creature trying to survive." The dragon continued, closing his eyes in remorse, "And that was a monster, clawing the parents to death and eating their cubs. That's not survival, that's murder."

Fluttershy saw a tear form in the dragon's eyes as he spoke.

"And when I find whoever left those traps!" He hissed again, opening his eyes as they started to slowly turn red, "They will pay for everything they've done!"

RRRRRRRAAAAAAAAAHHHHHHHHHHRRRRRRRRRRRRR!!!!!!!!!!!!


The dragon roared loud and long, before jumping into the air and sailing through the sky, towards a mountain. Leaving Fluttershy and her friends, awestruck by how forceful and frightening the words he had spoken were. 

"I hope that whoever did this," Twilight said, looking at the mountain the dragon had flown to, "doesn't meet him."  

 

        
  

> Chapter 5: Lazarus
> --------------------------------------------------------------------------

It had been three days since the ponies met the strange dragon. Frightened by what he had said, they quickly left the Everfree Forest and decided that it would be for the best if they just tried to forget about him. However, Fluttershy couldn't just simply forget him. She still had so many questions about him, but was afraid of charging back into the forest to find him. The forest was still a very dangerous place for one pony. 

"I wish I could ask somepony about him." Fluttershy said, brushing Angel's white fur.

She ran the brush down his coat and pulled off clumps of rabbit fur from it. Then Fluttershy's ears perked up as an idea raced through her mind.

"Wait a minute!" Fluttershy urgently said, "I don't need to ask anypony at all. I'll bet Zecora can tell me something about him."

She set the brush down on a table and put Angel on her back. Fluttershy left her cottage and proceeded into the Everfree Forest, bravely. She wasn't as afraid of the forest, whenever she went to see Zecora, but it still had her on edge. Luckily, Zecora's hut wasn't far away and Fluttershy knew that she was the only one who could help her. 

"I hope she can at least tell me what kind of dragon he is." Fluttershy murmured to Angel, "Zecora's lived here for quite a while, so she should know something, right?"

Angel just shrugged and sat comfortably as the strange tree hut came into view. A purple flash of light shined through the windows, followed by several other colours. Fluttershy approached the door and raised a hoof.

Knock! Knock! Knock!

"Yes. Hello?" A voice answered, "Are you friend or foe?"

"It's Fluttershy and Angel, Zecora." She replied.

The door opened and Zecora greeted them with a warm smile.

"Hello, Miss. Fluttershy. Come in, sit down. Would you care for some tea and raspberry pie?" Zecora asked in her usual rhymes.

Fluttershy nodded and Zecora went into a room that, literally, branched off of the center of the tree hut. She returned shortly with a tray that had a teapot, two plates with pie pieces, and two strange teacups. Fluttershy sat at the table as Zecora set the tray down.

"There you are, my dear." Zecora said, placing a plate and a cup in front of her guest, "Now tell me, what brings you here?"

"Um. Do you know anything about a red, wingless dragon, that can heal other creatures with it's fire?" Fluttershy asked, taking a sip from her tea.

Zecora sat across from her and stared. Making Fluttershy think she had said something wrong.

"I know of the dragon, you speak." Zecora said, slowly taking a bite from her pie, "I had the pleasure of meeting him, when I was small and weak."

"Can you tell me anything about him?" 

Fluttershy waited as the mysterious zebra searched for the correct words.

"His name is Lazarus and he protects all of us." Zecora finally said, "He patrols this forest, much like a park ranger. However, he poses as a much greater danger. Whenever an animal gives a loud yelp, he will charge through the forest to help. But, do not stand in his way, for he never has time to delay. Rarely, he will rest, because the danger is always at it's best. Several other creatures have tried to defeat him, but all they have done is give the forest a devastating trim. None of his foes survive, even though he has the power to revive."

Zecora went on about what Lazarus did around the forest, while Fluttershy listened carefully. Trying to fully understand just how a dragon, such as Lazarus, can exist. 

"How long has he been here?" Fluttershy asked, burning with curiosity, "When I met him a few days ago, he was covered in lots of scars. Which means he's been fighting for a long time."

"Of that I am not sure," Zecora replied, "but no creature's heart is as pure. For he puts others before himself and won't just watch from up on a shelf."

Fluttershy thought for a moment, before asking another question.

"You mentioned, he has the power to revive." She said, somewhat confused, "How do you know that?"

"He told me so, long ago." Zecora replied, cracking a small smile.

"You spoke to him once?" Fluttershy asked, amazed by that, "What was he like back when you met him?"

Zecora smiled, recalling the first time she met Lazarus.

"Very tall and strong." She said proudly, "Doing the opposite of wrong. Nothing like other dragons, he saved me when we were traveling in our wagons."

Fluttershy listened to Zecora's story and sipped her tea. Zecora told how her family were traveling to Equestria from a far away land. But they were attacked by a large pack of timber wolves, wiping out the zebra caravan. Then Zecora spoke of how a wingless dragon burst from the trees and crushed the wolves into splinters. The dragon took her to his cave and kept her safe, even taught her how to put some of the plants in the forest to good use.  After a while, he found an old hollow tree and helped make it her home. But in recent years, Lazarus and Zecora have drifted away from one another. Only greeting each other whenever they met, walking through the forest. 

"Has he ever attacked any ponies?" Fluttershy asked, remembering Lazarus' frightening words.

"It isn't something he would do," Zecora said reassuringly, "unless provoked by a hunting crew."

After they finished their tea and pie, Fluttershy and Angel left Zecora's hut. They walked carefully through the forest, heading back home. But something kept telling her to turn around and head toward the mountain. Angel hopped beside her as they moved.

"I don't know, Angel." Fluttershy said, looking straight ahead, "I can't help, but notice that there's more to that dragon than what I've seen and heard about him."

She turned her head to look at Angel, only to see that he was several meters to her right and looking at something.

"Angel?" Fluttershy asked, changing course and cautiously approaching her pet, "What are you look-"

Snap! Whiiiirrrr! Thump!

"OW!"

Before Fluttershy could finish her sentence, a large rock had fallen from a tree and a net scooped her up. Now she was tangled in a hanging net, with a broken wing. The net was high in a tree and the pain from the wing wasn't making the situation any better. Angel frantically screeched and raced around in circles, before trying to bite the thick rope. Unfortunately, the rope held firm, refusing to give way to his small chisel-like teeth. Fluttershy wanted to panic as well, but was still stunned by how fast the net had wrapped around her.

"I'm alright, Angel." Fluttershy said, trying to calm the little white blur as it raced around the tree.

Snap! Crack!

Fluttershy looked at the branch she was hanging from and saw it start to lean dangerously. With a broken wing and almost no way out of the elevated net, Fluttershy felt a sense of horror shoot through her body.

 Crack!

"HELP! SOMEPONY, HELP!" Fluttershy cried as she felt the net swing violently and closed her eyes.

Snap!


"AAAAAAAAHHHH-Umph!"

Fluttershy felt the branch break and the net fall, but she didn't feel the impact of the ground. She opened her eyes and saw that she was surrounded by dark red claws. They were claws that she recognized almost immediately, then she felt hot air blow down onto her mane. Another claw descended from above and pulled gently on the ropes that formed the net. 

Snip!

The net fell on both sides of her and she slowly turned around. She almost fainted when she saw what, or who, was holding her. 

"I'm getting tired of seeing you, little pony." 

Lazarus gazed down at the little yellow pegasus, who was shaking in fear. He could tell that she was scared of him. And she had every reason to be, he was a very large and very intimidating beast. 

"Hold still." He said, bringing his empty clawed hand up to his mouth.

Hush.

A small blue flame sailed out of the dragon's mouth and into his claws. Holding the flame like a marble, Lazarus brought it down to his other hand and held it close to Fluttershy's injured wing. 

"Wait, what are you-"

Fluttershy gasped as the flame engulfed her wing, but she didn't feel any pain. In fact, she felt the opposite of pain. The fire itself, wasn't hot either, it felt like lukewarm liquid. Like water that flowed up, instead of down. Fluttershy could feel her wing healing and being put back to it's proper shape. After only a minute, the flame died out and her wing was back to it's original form. Fluttershy looked back at the dragon, stunned by the strange experience. Lazarus just lowered his claws and placed her on the ground. 

"Now," Lazarus said, crouching down to her level, "tell me why I keep seeing you around here."

Fluttershy froze, trying to be brave again, only to start breaking into tears. 

"I-I just what to know about you." She stammered as a tear slowly rolled down her cheek, "That's all, I swear."

The dragon tilted his head, curious as to why a pony, like this one, wanted to know about him so badly. In a way, Lazarus felt flattered that a pony, who wasn't a hunter, would take such an interest in him. However, he also felt uneasy, because several of his scars were from hunter traps and ambushes. Whenever it came to ponies, Lazarus had trust issues and decided to try avoiding them, if he could. 

"Some things are better left unknown." He said, using a claw to gently brush away the tear, "Trust me, you really don't want to hear my story."

Fluttershy held perfectly still as she felt the big claw sweep across her cheek. She was awe struck by how gentle of a creature Lazarus was.

"But I do." Fluttershy insisted, feeling courage slowly build up, "I want to know."

Angel raced out from a small bush, that he had been hiding in and hopped onto Fluttershy's back. Lazarus just stared at them, before speaking.

"Very well, pony. Follow me." He said, lifting his head, "But I must warn you, the past holds many dark secrets."

He turned and began walking toward the mountain that was his home. Fluttershy followed close behind, with Angel on her back. 

"My name's Fluttershy." She introduced, "And this is Angel."

The dragon turned his head and grinned slightly.

"Lazarus." 

They fell silent for the journey, not saying another word until they would reach his cave.

   

  
    
  

  
> Chapter 6: A Dragon's Memories 
> --------------------------------------------------------------------------

Lazarus led Fluttershy and Angel to a large cave, halfway up the mountain. It was dark and looked frightening, perfect for a dragon. Lazarus walked inside and several small lights shimmered from above. Fluttershy looked up to see what they were and saw that they weren't lights. They were the eyes of several bats, staring at them. Lazarus just kept moving into the cave.

"Those bats aren't afraid of you?" Fluttershy asked, looking up at the beady eyes.

Lazarus slightly tilted his head up to look at his little guests.

"They don't have a reason to fear me." He said, leveling his eyes forward, "I offer them protection, while they are my eyes and ears in the forest."

"Your eyes and ears in the forest?" 

"Yes, because there are times when I'm too far away to hear an animal cry for help. So, they relay the message to me by passing it through the forest to each other. I only need them during the night."

Fluttershy looked back at the bats, some of them curling up into their wings to sleep.

"I have birds, too." Lazarus said as they entered a chamber with a reflective pool, "But there's less activity during the day, so they just fly around the forest keeping an eye out for hunter traps and anything that could cause damage to the forest."

"Were you here when Tirek tried to take over Equestria?" Fluttershy asked, looking around the large chamber.

Lazarus looked at her with a painful stare.

"Yes, I was here for both accounts." He sighed, reaching up to grab something, "I watched as he set fire and ruined half the forest, leaving many animals homeless."

Fluttershy watched as the dragon grabbed a gem that had been imbedded in the wall. It was a rose red jewel that seemed to be containing something. Lazarus brought it down to her, allowing her to see what was in it.

"This is what I saw from my point-of-view." Lazarus said, taking the gem and placing it in the shimmering glass smooth surface of the water.

He released his grip and the jewel fell into the shallow pool, causing only a single ripple. The ripple sailed gracefully across the smooth surface. In it's wake, Fluttershy saw the ripple change the pool into a picture. Then the picture began to move and saw through the eyes of whatever created the picture, high above the ground. They moved towards the mouth of the cave and saw Tirek and a small purple blur, shooting magical beams at each other and blasting apart rocks. The eyes looked down to see several animals run from the destruction and into the cave. Fluttershy could hear the terrified screams of the animals as they ran passed. After watching the fight for what seemed to be a few seconds, a red clawed fist appeared in front of the eyes and it slammed into a rock shelf that was above the opening. The rock fell and everything went black.

"That's all that I want to remember, from that day." Lazarus said, reaching into the pool and retrieving the gem.

"What is that?" Fluttershy asked as his claws raised out of the water with the gem in their grasp.

Lazarus put the gem back where he pulled it from and grabbed another, this one being blue.

"These are memory jewels." Lazarus replied, looking at the blue sapphire in his claws, "They contain the memories that I don't want flying through my head or have use for later."

Fluttershy looked puzzled as he approached the pool again.

"Some of them are my most prized possessions." 

He placed the sapphire just above the surface and opened his claws. The image that was displayed, showed three smaller wingless dragons with what Fluttershy believed to be their parent. The parent and baby dragons looked almost like Lazarus, but different in some ways. The three babies were green, orange, and blue. The green and orange ones had smaller crests on their heads, much like Lazarus, but they didn't have sharp tips at the ends. At least, not yet. The blue baby didn't have a crest on it's head at all. Instead, it had small spikes running down the center of it's back. It resembled the purple parent a lot more than it's siblings. Then the red clawed hand appeared again. Only this time, it stretched out to the little green baby dragon, who shot a little spirt of fire at the claw. The claw retreated and advanced again at the green dragon, rolling it over and tickling it's belly. The sound of laughter filled Fluttershy's ears as the little dragon was attacked and spitting blue flames. Then the pool faded to black, before turning into a shimmering surface.

"Who are they?" Fluttershy asked, watching the same clawed hand reach into the pool and retrieve the jewel.

Lazarus held the sapphire in his claws and closed his eyes.

"They were my family." He sighed sadly, placing the jewel back in it's place, "My everything."

Fluttershy's ears drooped at the way he said, "were." It didn't sound like something he wanted to share, while at the same time, it sounded like something that needed to be spoken of. 

"What happened to them?" Fluttershy asked gently.

Lazarus didn't say a word. He only reached for another red jewel and brought it down to the pool.

"This is what happened."

The gem fell into the water and the pool changed once more. Fluttershy saw winged and wingless dragons fighting, healing, and digging frantically. The host of the memory raced through the battle, attacking any enemy that crossed his path. The eyes focused on a cave that was on the side of a mountain and saw blue flames erupt from it. The host finished off an opponent and continued to the cave, only to stop after seeing a red flash come from inside. 

"NO! SALEEN! HOLD ON!"

SSSSSSRRRRRREEEAAAACH!


Fluttershy heard a voice call out, followed by a horrible and deathly cry come from the cave. The host raced to the cave and found a winged dragon standing in front of a group of motionless and charred bodies. The dragon turned to look at the host and surged forward, biting into the host's arm. Fluttershy watched in horror as both dragons bit, clawed, and tail-whipped each other. Finally, after only a few minutes, the fight ended when the winged dragon lay before the host. The eyes turned from the enemy and focused on the four bodies. Three babies and an adult, all the same colours and shapes as the previous memory. Only this time, they were darkened and slightly twisted. The adult twitched and slowly turned it's head.

"Lazarus..." The dragon shuttered in a female and dying voice, "I-I.. tried to... protect... them."

"Sssshhhh." The voice from before hushed, "Try not to talk. I can heal you, make you strong again."

"I'm... too far gone." The female dragon replied, breathing shallow, "I won't make it."

"But what if I-" 

"Lazarus, if you try to... revive me in the condition you're in... I fear... you don't have the strength."

The eyes looked at the dragon.

"We... will... wait... for..."

Before the female could finish her sentence, her eyes closed and her head rested on the floor of the cave. Fluttershy could feel tears roll down her cheeks as the pool faded back to it's original form. Then she turned to look at Lazarus as he retrieved the jewel. 

"I could have revived her," Lazarus said, "but the battle drained most of my magic."

He put the jewel away and looked at another. Fluttershy tried to figure out which one he was looking at. But she got distracted by some that had familiar items and beings contained in the memory. 

"After the battle," He continued, "I found out, a few thousand years later, that the reviving ability we possessed, took such an amount of power that it would have killed me, if I wasn't at full strength."

He grasp another gem, this one was yellow. Fluttershy looked at what it contained and gasped. The image that was inside it, showed Princess Celestia looking very exhausted and sad. 

"This was the first time I used that ability."

He dropped the jewel into the water and Fluttershy watched as a magical battle flashed above the Everfree Forest. The host, who she now knew was Lazarus, crept through the forest and watched as the lights flew across the sky. Lazarus began to accelerate his speed, until he was in a full run. Charging through the trees and bushes and dodging other wildlife, he raced towards whatever was causing the commotion. 

"I'm not going to standby and watch as this gets out of claw." Fluttershy heard him say as a structure appeared in the distance. "I can still put a stop to this."

As the structure got closer, Fluttershy began to recognize some of it's features. The statues that were perched on the outside, weren't completely destroyed. Some of the walls had very familiar holes in them. Even the shape of the towers were familiar. After a moment, Fluttershy realized what Lazarus was racing towards.

"The castle of the two sisters." She said, looking up at the dragon.

"Keep watching."

Fluttershy looked back at the pool and saw that Lazarus had stopped just a fair distance away from the castle. She watched as a white alicorn raised out of the ruins of the castle, surrounded by six gems. The gems floated and hovered to her front, forming a pentagon with the star shaped gem in the center. The gems spun furiously and a magical rainbow beam shot out, hitting a dark and more fearsome alicorn. The beam didn't stop as it traveled towards the moon and the white alicorn floated to the ground. Landing close enough to Lazarus, that Fluttershy saw the sun cutie mark on her flank. After a short while, she watched Celestia lay down with a hoof over her heart and the gems fall to the ground. As she laid on the ground, her mane stopped flowing and her eyes closed. Lazarus approached slowly, trying not to frighten her. However, as he got closer, Celestia remained motionless. He reached out a claw and gently placed it on her side.

"Hey, are you alright?" Fluttershy heard him say.

There was no answer. The only response he received was her body rolling onto her side. His claw moved to where her heart was and waited.

"No." The voice said, moving his claw away from her lifeless body. "I've seen more than enough to know that you still have too much left to do. I refuse to watch you die from a broken heart."

Using his tail, Lazarus drew a circle around them both and spit flames into the rim. The circle glowed bright blue as the flames traveled through the outline. The flames grew bigger as a dome formed over them. In a flash of light, Celestia appeared before him, looking very sad and lonely. 

"Your highness?" Lazarus said, slowly moving across the dark and starry plain they stood upon. 

Celestia raised her head and looked at the dragon. To Fluttershy, it appeared that Celestia was looking at her, but she knew she wasn't. Fluttershy stared into the pool as tears formed in the princess' eyes. 

"Wh-who are you?" She asked, trying to hold back her tears.

"I'm your second chance." He replied, stopping a short distance from her.

"Second chance at what?"

"At life. I have come to bring you back."

Celestia's eyes widened as she heard the words.

"What life? I have no life! I've banished my only sister to the moon and now I'm alone! What life could I possibly have, after such a deed?"

In her words, Fluttershy heard the pain and sorrow that lived within the alicorn. Lazarus reached a claw out to the princess and raised her head to look into her eyes.

"That is something I do not know." Lazarus said, sounding reassuring, "But what life will your subjects have if you are not there to guide them?"

Celestia wiped away a tear, as did Fluttershy.

"I know it will be difficult, but you must remain strong." He continued, "I have lost loved ones as well and it has been difficult without them. But I have remained strong, because they would want me to be everything I can be. I have fought many battles, several of them I regret, but nothing has stopped me from putting the ones I care about, before myself. They are the ones that are worth living for."

Celestia's tears stopped and Lazarus moved his claw away from her.

"What should I do, then?" She asked, looking up at the dragon.

"You are young and smart, I trust that you will be able to answer that question."

Before she replied, Celestia bowed her head and appeared to be in thought. Then she looked back at him. 

"Very well then, bring me home."

In another flash of light, Celestia vanished and reappeared in front of him, but was the same motionless body he had left her. Finally, after a moment, her mane began to flow again. However, she remained unconscious and still. Lazarus' flames faded away and he erased the circle, before retreating back into the forest. Several minutes later, Fluttershy watched as the image began to blur and sway. She watched as the ground rose up and heard the sound of a heavy impact, before fading back to her reflection in the pool.

"What are you?" Fluttershy asked, wiping away a tear and looking at the dragon.

Lazarus retrieved the gem and looked back at her.

"I am something the past left behind."
                

          
> Chapter 7: Familiar And Unwelcome 
> --------------------------------------------------------------------------

Lazarus escorted Fluttershy and Angel back to their home, keeping watch on the forest as they walked. He would occasionally stop and tell her to wait, while he went ahead to check on something. It didn't take long to wait for him to return and they continued towards her cottage. 

"Are you alone out here?" Fluttershy asked, cautiously looking around.

The dragon kept his eyes forward, but he did answer her question.

"I'm not entirely alone, but if you mean my duty to the forest. Then, yes."

Fluttershy looked up at him, wondering why he didn't have any help. She didn't have to wait long for an answer.

"I keep the animals safe from other dragons and hunters. I could ask ponies to help with the hunters, but they're too afraid of me. And I'm the only one who could stand against another dragon. So, it's probably for the best that I guard the forest by myself."

Lazarus stopped and turned his head back to her.

"Why do you care?" He asked, staring at the yellow pegasus.

Fluttershy simply put a hoof on one of his claws and looked back at him.

"Because I'm a lot like you." Fluttershy bravely smiled, "I care for animals as much as you do and you're very kind, much like me. In fact I think you're one of the kindest dragons I know."

The dragon tilted his head, finding some interest in her words.

"I'm sure if you tell Princess Celestia about what's happening out here, you'll get some help." 

Lazarus lowered his head to the ground, almost eye level with her.

"Did you just say, Princess Celestia? She's still alive?" He asked, widening his eyes, "That's impossible, no creature, other than myself and a few others, can live that long. Especially, a pony."

Now Fluttershy knew just how much Lazarus didn't know about Equestria. He spent so much time in this forest, he wasn't aware of the recent events and changes that have happened. It was almost saddening, to be so old and know only the world from the past.

"You must be thinking of a different pony, Fluttershy." Lazarus insisted, refusing to believe her, "The last time I saw her was in that memory you saw."

Poof!

"Fluttershy, there you are."

Fluttershy didn't have time to respond to Lazarus' denial as Discord appeared between them. Discord had appeared, facing Fluttershy and unaware of what was behind him.

Grrrrrr!

After hearing a threatening growl, Discord turned around and saw rows of razor-sharp teeth. 

"You!" The dragon hissed.

Lazarus stared at the strange creature, recognizing it immediately as the dragon's eyes turned red. Fluttershy began to shake with fear, while Angel took off running through the forest, heading for home. Thankfully, the cottage was within eyesight. But that didn't matter to the others at the moment, while one of them had red eyes and blue flames seeping from his mouth. 

"Fluttershy, run!" Discord called as he flew through the forest.

Lazarus gave chase and Fluttershy hesitated before taking flight and joining. 

RRRRRRRAAAAAAARRRRRRRHHHHH!!!

"Get back here, you abomination!" Lazarus roared, tearing through the forest.

Chomp! Chomp!


"Try and catch me, monster!" Discord called back, rising above the trees and towards the sky.

Discord looked down, just in time to see Lazarus burst through the treetops and soar towards him. 

"How are you able to fly without wings?!" Discord called, racing across the sky.

Chomp!

"Come closer and I'll tell you!" 

FFFWWWOOOSSSHHH!

Discord veered to the side, avoiding hot blue flames that shot passed him. Fluttershy flew as fast as she could, trying to catch the two creatures before something terrible happened. Lazarus pointed himself towards the clouds and vanished. Shortly after, the dragon reappeared, diving through the clouds and grabbing Discord. They plunged towards a lake that was directly below them, but Discord teleported before they reached the water. 

SPLASH!

Lazarus hit the water, head first, causing a huge wave rush across the surface. Fluttershy waited for the wave to crash on the shore and recede, before landing. Discord landed beside her and they watched as the bubbles in the water got closer. They stopped just a small distance from them, before Lazarus exploded out of the water and charged again. 

"Lazarus, stop!" Fluttershy cried, raising a hoof.

The dragon skidded to a halt, causing water to soak the both of them. Lazarus breathed heavily and aggressively, staring at Discord with hatred. Fluttershy shook herself dry and bravely stood between the two creatures. 

"Fluttershy, get out of the way!" Lazarus growled, "I want to make him pay for what he did." 

"What did he do to make you want to hurt him?"

"He turned several innocent animals and plants into monsters and abominations, making the Everfree Forest so dangerous and confusing that I had to spend nearly a century fixing it."      

"In my defence," Discord said, trying to lessen the tension in the air, "I don't recall ever coming to the Ever-"

"Don't even try to lie to me!" Lazarus boomed, "I was in the forest when the princesses fought you, I was here when you were turned to stone, and I know that those black vines that appeared a few months ago, where yours!"

Discord looked at the dragon, seeming to not be afraid of him. Fluttershy, however, felt the gravity of his words, but remained between them. In reality, she was the only thing keeping Discord safe from Lazarus. 

"He's not evil anymore, Lazarus." Fluttershy argued, trying to defend Discord, "He was reformed by me and my friends."

Lazarus turned his gaze from Discord to Fluttershy and lowered his head to her level. 

"Do you really believe that? Do you actually think a creature like him was changed so easily?"

"I'll admit," Fluttershy began, "it was difficult at first. But after a while, he showed the potential of being something better than an evil monster."

Discord shot a look at Fluttershy, but she didn't see it because he was standing behind her.

"Besides, if you're what you appear to be, Lazarus." She continued, "Then I know that you can find it in yourself to forgive him."

Lazarus lifted his head and glared at the creature standing behind her. After a while, his eyes faded back to white and the blue flames vanished. 

"You're lucky she's here." He said, addressing Discord, "Otherwise, I'd be having the Master of Chaos casserole for dinner."

Lazarus began walking around them, while Fluttershy moved around Discord, keeping herself between them. 

"I forgive you." He groaned, clenching his razor teeth, "But I can't speak for the rest of the forest."

"I don't think this forest remembers what happened, so long ago." Discord snorted humorously.

Lazarus turned his head and looked back at him with a sideways glance. 

"You would be surprised by what this forest can do to it's enemies." Lazarus said as a grin that was fit for a nightmare crossed his face, "And what it's inhabitants will do to protect the ones they care about. Now, come on, let's get you home."

Fluttershy knew that last part was more for her than Discord, but decided not to worry about it as the three of them took to the air and back to Ponyville.

"Seriously, how are you able to fly without wings?" Discord asked, keeping a safe distance from the wingless dragon.

Lazarus didn't answer and kept sailing through the air. Fluttershy approached him and landed on his back, which caught both Lazarus and her off guard. He wasn't expecting to gain a passenger, while Fluttershy was surprised by how brave she was to almost trust him. She quickly got a hold of her senses and stood firmly on his back.

"Lazarus, please." Fluttershy said as the dragon turned his head and looked back at her, "I want to know too."

"It's very similar to levitation spells." Lazarus said, turning his head and facing forward, "The difference is that I can do it without concentrating too hard and that I can do it without a magical field surrounding me."

He looked at Discord and flashed a razor-sharp smile.

"That's how I can focus on chasing and burning my enemies."

Discord glared back at the dragon, understanding what he was implying and not being too thrilled by it.

The edge of the forest approached and Lazarus descended, landing just outside the forest. The cottage was only a short distance away from them. Lazarus lowered himself to the ground and allowed Fluttershy to climb down. Discord, feeling unsafe near the dragon, landed close to the cottage and watched as Lazarus smiled. But he wasn't smiling at Discord, instead he was smiling at Fluttershy.

"You know," Lazarus smiled warmly, his eyes turning blue, "you're the first pony I've met in a long time that hasn't run away or attacked me."

In a way, Fluttershy felt happy, but sad that Lazarus had almost no one who wasn't afraid of him. 

"What about Zecora?" Fluttershy asked, putting a hoof on one of his claws, "Isn't she a friend?"

"Yes, but she's not a pony, is she?" 

Lazarus gave another warm smile and looked back at the strange creature, narrowing his eyes as they faded back to white.

"If you ever need me," He said lowering himself to her level, "just call. I'll get the message."

Caw! Caw!

As if on cue, a crow flew out of the forest and landed on Lazarus' head. 

"What is it?" He said, addressing the black bird.

Caw! Caw!

"Lead the way." Lazarus said, before looking back at Fluttershy, "Take care, Fluttershy."

Before Fluttershy could say anything, Lazarus and the crow returned to the forest. She listened as the sound of branches breaking and foot stomps died away. Then she turned back to look at Discord, who looked confused.

"What's his problem?" Discord asked as they went into the cottage to have their tea.  

    



  
> Chapter 8: New Friends And Old Faces
> --------------------------------------------------------------------------

"His name is Lazarus?" Twilight asked, stunned by what Fluttershy told her friends, "And he can revive the dead?!"

It was the next day, when Fluttershy decided to tell them about him and what he could do. It was an unsettling matter, because she mentioned his abilities and his almost impossible age. But, than again, how could she keep something that big a secret? She felt it would be easier to talk about it. However, after seeing Twilight's eyes widen when Fluttershy mentioned who he had revived, it started to make better sense to have just kept it to herself.

"He can fly, without wings?" Rainbow Dash staggered, trying to grasp the mental image of a wingless dragon, flying through the air.

"He has a large quantity of jewels?" Rarity chimed, eager to know about the dragon's glimmering collection.

"I'm tryin' to figure out how he can even be that old." Applejack commented, "Over a few thousand years old? That's sounds like tryin' to make apple pie without apples, it doesn't make a lick of sense."

"Does he like to have fun?" Pinkie Pie asked, bouncing an inflated balloon in her hoofs.

Fluttershy looked at each of her friends, sitting in their designated thrones in the castle, trying to find the words to answer all the questions in one sentence. Finally, she found the ones that would make the most sense. But it wouldn't be in one sentence. 

"To be honest," Fluttershy said softly, "I don't think I'm the right one to tell you this. But if we can show that not all ponies are afraid of him, maybe he could be a friend and then he can tell you what you want to know about him."

"But, Fluttershy, aren't ya afraid of dragons, anyway?" Applejack asked, not feeling welcome to the idea of making friends with a full grown dragon.

"Don't get me wrong, I'm still afraid of dragons." Fluttershy replied, putting on a brave face, "But he's the only dragon, other than Spike, that I've met that doesn't seem mean, selfish, or greedy. He's actually very gentle, when he's calm. I think he would be a good friend to have."

The room fell silent as they all pondered the idea. It didn't take long, until Twilight spoke up.

"I don't know, Fluttershy." She said, sounding unsure of herself, "The only one here that knows the most about Lazarus is you. I don't know how he would react to five other ponies, suddenly wanting to be his friends. I mean, we've all seen his scars and we've seen hunter traps. To him, it might look like an ambush and try to attack in self-defence."

"Yes," Fluttershy replied, "but when we helped him bury the manticores, he didn't attack anypony. So far, the only one he's had a problem with is Discord. But that was from a long time ago."

Both Fluttershy and Twilight had reasonable points of interest. But it was a big decision and it involved everyone's opinion. 

"Here's a thought." Rarity said as an idea flew through her mind, "What if we brought somepony he already knows and respects? That way, it'll be easier for all of us to make introductions."

"That might work." Twilight said, raising a hoof to her chin, "But the only one who might have that affect on him is Celestia."

"Exactly." Rarity nodded, "If she comes out to Ponyville, then, maybe, Lazarus can be more open about having friends who are ponies."

The room fell silent again as they thought. After a moment, the door to the throne room opened, allowing Spike and Starlight Glimmer to enter. 

"Hey, everypony." Spike said as they approached the table, "What's going on?"

"Fluttershy met a mysterious dragon and she wants us to try and be friends with him." Rainbow Dash replied, summarizing the idea. 

"Is he dangerous?" Starlight asked, suddenly wishing she didn't hear about it.

"He's only dangerous when he is trying to protect the animals of the Everfree Forest, or feels threatened." Fluttershy said softly, "Other than that, he's not like other dragons."

"Not like other dragons?" Spike echoed, seeming interested in this new dragon, "How different is he?"

Fluttershy explained everything again, focusing on the important facts. The more she told them, the more mysterious and intriguing the dragon became. She wasn't just telling the story over again to bring them up to speed with everypony else. Fluttershy was reminding her friends about how and why Lazarus would be a good friend. 

"So, you think Princess Celestia might be able to help?" Spike asked, turning his attention to Rarity's previous question. 

"Unless somepony has a better idea. Yes." Rarity said elegantly.

After discussing the matter further, they all agreed and Spike wrote a letter to Princess Celestia. However, he didn't write the reason for her to visit. 





Two days went by and Fluttershy went to the edge of the Everfree Forest, behind her cottage. She looked at the trees and saw three crows staring back at her. The crows watched as she approached their tree.

"Could one of you call for Lazarus, please." Fluttershy asked, smiling at the crows, "It's kind of important that he should come and see me."

Caw! Caw!

"It's important because it involves something that he did a long time ago."

Caw!

"Yes, really. Now, if you please, call him."

The crow in the middle, shrugged and turned around, facing the dark forest.

Caw! Caw! Caw!  

With a loud call, the crow sent the message through the trees to other crows. It didn't take long for Fluttershy to hear a chorus of calls echo through the forest. A few minutes later, Lazarus appeared in the distance. He approached grandly, much like a proud king addressing his subjects. As he got closer, Fluttershy noticed that he had several new scars on his face. The most obvious scars, were three claw marks running across his face. They looked fairly fresh, clearly from a recent fight. But they weren't bleeding, which was good enough. If Fluttershy and her friends wanted him to meet the princess, introducing them while he was covered in blood wouldn't make a good impression. Even though his skin was blood red, it was nice to see him looking mostly presentable. 

"Good afternoon, Fluttershy." Lazarus greeted her with a low, deep voice, "What is so important, that you needed me?"

"I wanted you to come out of the forest and visit for a little while." She said, not really lying, "My friends want to know you better."

Lazarus lifted his head and looked down at her in confusion.

"I don't mean to be rude, but I'm not sure that's important." 

"It might not sound important, but it is. I've only known you for a few days and I've noticed that you barely have any friends."

"For two reasons. The first is because I doubt anyone would want to be friends with a dragon. While the second is because I will most likely out live them. Both are very valid reasons why I'm alone."

"What if I told you I was friends with a dragon already?"

Lazarus gazed at Fluttershy, somewhat astonished by what she just said. It was the first time that he had heard of a pony being friends with a dragon. However, it made Lazarus a little worried. Mostly because he didn't want to fight and possibly kill a friend of someone he knew. 

"Very well, Fluttershy." Lazarus sighed, releasing shallow blue flames, "Where are these friends of yours?"

"Wait here, I'll go get them." Fluttershy beamed as a smile crossed her muzzle.

Lazarus laid comfortably, just outside of the forest and waited. 

Fluttershy flew to Twilight's castle, where her friends and the princess were waiting patiently. She reached the door and opened it. Behind the door, Princess Celestia was talking to Twilight and the others. She was telling them how nice it was to see them since the Crystalling. She was flanked by two pegasus guards, who stood firmly at her side. As Fluttershy entered, the princess looked over at her and smiled.

"Hello, Fluttershy." Celestia said, greeting her, "How are you this fine day?"

"I'm doing well, your highness." Fluttershy replied, bowing respectfully to the white alicorn. 

"Good. Twilight tells me that you have something important to show me."

"Yes. If you would be so kind as to follow me to my cottage, please."

At first, Celestia was hesitant, but accepted her invitation. They all left the castle, while the two guards followed closely behind. Fluttershy lead them up her path and stopped.

"Now, your highness, what I'm about to show you might be a bit of a shock." She warned, making her way around the cottage.

Celestia followed as they went around to the back. 

"Fluttershy, what is-"

Celestia gasped at what laid before her at the edge of the Everfree Forest. She watched as Fluttershy approached the napping dragon and gently pressed her hoof against his chin. With a twitch and a stretch, Lazarus opened his eyes. It took a moment for his vision to become clear, but once it did, his eyes widened at the sight of the alicorn staring back at him. He paid no attention to the baby dragon standing next to Twilight, or the other ponies. He was completely focused on Celestia, blotting out all other objects and beings.

"It can't be." He said, raising himself back on all four limbs, "Is that really you?"

Lazarus slowly approached the princess, causing the guards to jump in front of her. Lazarus narrowed his eyes at them and flashed his teeth.

"It's alright." Celestia said, making her guards stand down, "He's more than welcome to approach me."

Lazarus hid his teeth and looked back at her, his eyes changing to bright blue.

"I wouldn't be here, if it wasn't for him." 

He drew closer and saw that Celestia had tears running down her cheeks. Lazarus reached a claw out to her and caught one as it fell. He brought the tear up to his eye and studied it. He looked back at her as she put a hoof over her heart. 

"You fixed this." Celestia said, trying not to break down and cry uncontrollably.

Lazarus let the tear fall from his claw and lowered his head down to her. 

"No." Lazarus grinned kindly, "I only brought you back." 

Celestia hung her head and began to cry, before Lazarus used a claw to lift her head back to him. 

"You fixed that yourself."

Lazarus laid on the ground again, resting his clawed hand next to her. Celestia lowered herself down and rested her head on the soft skin of her former savior.

"I never did ask for your name." Celestia said, wiping away another tear, "I'm Princess Celestia. But you may just call me Celestia, if you wish."

The dragon smiled at her and then looked at the other ponies.

"My friends address me as; Lazarus." He said, giving them a wink, "And I'm glad to call them my friends."


   

   
> Chapter 9: The Creator Of Relics
> --------------------------------------------------------------------------

"Clearly, I've been in this forest for far too long." Lazarus said, after the ponies told him about everything that has happened in the past years.

Princess Celestia had taken her leave and went back to Canterlot, leaving him and the ponies to make introductions. But the more Lazarus heard, the more empty he felt. He had been hiding in the Everfree Forest ever since that war between his kind and those monsters, who dared to call themselves dragons, ended thousands of years ago. However, there was a valid reason why he stayed hidden.

"If you believe that you've been here for too long, then why haven't you left?" Twilight asked the blood-red dragon.

"I never left, because I've been guarding magical artifacts that are so dangerous, no one should ever use them." He replied, "However, there are certain items that I will allow to leave my care."

The ponies exchanged looks at each other, trying to determine if they should press the matter further. Twilight seemed to think so.

"What artifacts?" She asked, interested to hear about what these items can do, "The only ones that I know of, in the Everfree Forest, are the Elements of Harmony."

Lazarus lowered himself to their level and focused directly on the purple alicorn. Fluttershy stepped forward and put a hoof on Twilight's shoulder and looked at Lazarus.

"I noticed some of those memories that you have, hold images of several things." Fluttershy said, addressing the dragon, "A few of them looked familiar to me. Maybe, you could show us what they are. Instead of you showing us where they are."

Lazarus lifted his head and scratched his chin with his claws, thinking of what would be a good decision.

"Very well, Fluttershy." Lazarus said, coming to a decision, "But you all must promise to never tell anyone about these items. If someone, other than you, were to discover what these artifacts can do, then I fear they will fall into the darkness of this world and be used for evil."

The ponies shuddered, almost fearing what they were asking to see.

"I'm only telling you ponies, and baby dragon, because I sense that I can trust you with such a secret." Lazarus continued, "The spirits of the Elements course through your bodies and hearts. And I trust spirits more than I trust physical beings, because they never lie to me."

He looked at Starlight, narrowing his eyes. She gulped and stared back at him, shaking slightly. 

"However, not all of you share these spirits." He said, directing his words at Starlight, "So, I am asking you all to promise me that you won't breathe a word to anyone. No. Matter. What."

Fluttershy could sense that Lazarus was involving Starlight because she figured if they trusted her, then he could too. However, from the way Lazarus was looking at her and the tone of his voice, it seemed like he didn't fully trust Starlight. 

"I-I swear." Starlight promised shakily, "I won't say a word."

Lazarus eased his gaze and lifted his head, looking over the others. 

"Do all of you swear to accept such a secret?" He asked, moving his eyes from one pony to the next. 

"We do." They said in almost perfect unison. 

Then Lazarus turned toward the forest and motioned for them to follow.





After walking a short distance and a quick flight, they stood before the mouth of Lazarus' cave. The sun had started to set, making way for the night. The bats that lived in the cave, swooped over the dragon and his guests. The ponies ducked and stood behind Lazarus, waiting for the large group of bats to vacate the cave. Finally, the last bat flew out and hovered in front of Lazarus.

Squee! Squee!

"Of course, Leather Wing." Lazarus said to the bat, "I won't let anything happen to your daughter. You have my word."

The bat looked from Lazarus to the ponies. 

Squee!

"They're my guests." Lazarus replied, "They'll only be here for a short time."

Squee! Squee, squee!

"You too." He said, giving the bat a warm smile, "And be careful. Black Feather told me that he saw some owls, near the swamp. Great-Horned owls, by the appearance."

The bat nodded and flew into the forest, leaving Lazarus and the ponies. He watched as it caught up with another group and disappeared into the shadows.

"What was that all about?" Rarity asked, looking back at Lazarus.

Turning back towards the cave, Lazarus entered.

"Leather Wing is the leader of those bats." Lazarus replied, "And she keeps me informed of things that happen, but sometimes she likes to think that she's my leader, as well."

"Do you have a leader?" Spike asked, "Like Dragon Lord Torch? Or his daughter Ember?"

Lazarus stopped abruptly and whipped his head to the one side, glaring at the smaller dragon.

"I don't have a leader." Lazarus growled, "And the Dragon Lord has no power over me."

Lazarus looked ahead and continued through the cave. However, his presence felt uneasy.

"It's because of a Dragon Lord, I'm the last of my kind." He continued, hissing slightly, "All because of one artifact."

They reached the pool and Lazarus reached for a jewel, only to see a small shadow dash in front of his claws. The shadow circled above him, before landing upside-down on his crest. The shadow turned out to be a very small bat, smaller than the ones they had seen earlier.

Squee!

"Good evening, Fuzzle." Lazarus greeted, suddenly feeling less angry, "Glad to see that you've gotten better at stealth."

Squee! Squee!

"Your mother and the others have gone out." He replied, "And for the hundredth time, no. You're still too young to go out there." 

Squee! Squee! Squee! 

"No." Lazarus groaned, annoyed by the little bat's childlike behavior, "When you're older, then your mother will allow you to leave the cave. But until then, you stay put. Understand?"

Squee.

The bat flew away and back onto the ceiling of the cave. It stared down at them, before curling up in it's wings. 

"Family issues?" Applejack asked, looking at the young bat.

"She's just upset because her mother told her to stay in the cave." Lazarus replied, reaching for the previous jewel.

"But isn't this your cave?" Rainbow Dash asked, watching the dragon bring the jewel down.

"It is, but I'm not responsible for how parents raise their children." He said, holding the jewel above the water, "Haven't had to worry about such things for six thousand years."

He released the jewel and they watched as it dropped into the water. The pool changed and showed them a row of oddly shaped gems. Twilight's eyes widened as six very familiar looking gems came into view. 

"Are those..." She stammered.

"The Elements of Harmony?" Lazarus said, completing and confirming her question, "Yes. They're one of my finest creations. Along with the Crystal Heart."

Lazarus looked down at his guests, only to find several pairs of eyes staring back at him. The ponies were shocked by what they just heard. 

"B-but I thought the Elements came from the Tree of Harmony!" Twilight burst, trying to piece together the logic, "And you made the Crystal Heart?"

"Who do you think planted the tree?" Lazarus smirked, amused by her bewilderment, "And, yes. All though, the Heart took a little less power and effort than the Elements."

The pool showed four items, unless one Element equaled one item, then it would be nine items in total. The ponies only recognized the Elements and the Heart, the other two were a mystery. One was a green emerald that had an ominous glow around it. The other was a small red circular jewel that was the same size as a pony's eye. 

"That green emerald," Lazarus began, "I call that, the Poisoned Mind. If it were to be used, it will cause the minds of anyone within it's range to throb with agonizing pain, except for it's user. It while also cause horrifying illusions, making whoever is affected, fight their friends or try to kill themselves to end the suffering. If it were to fall into the clutches of someone who wanted to use it for dark purposes, then no spell can protect and save the weak and helpless."

Fluttershy shuddered, trying not to imagine extreme pain and her worst nightmares happening at the same time. 

"The red jewel," Lazarus continued, "I call, Crimson Fury. That one is the most dangerous of these artifacts."

"But it's so small." Rainbow Dash chimed, almost mocking the little gem, "How could it be so dangerous?"

Lazarus looked at her and narrowed his eyes, but showed no aggression. Instead, his eyes showed pity.

"Just because something is small, doesn't mean it can't cause the worst disaster." Lazarus said softly, "Crimson Fury has the ability to do just about whatever it's master desires it to do. Obey almost every command, until it has fulfilled it's task. It can transform into anything, be used as a soul collector, and it is strong enough to bring down the most powerful being in existence. The only way to get past it, is by letting it drain it's power. However, I created it to do that after five uses."

The pool faded back to it's original form and Lazarus retrieved the jewel. 

"Why did you make such things?" Fluttershy asked, calming herself.

Lazarus placed the jewel back in it's place and looked at them, sorrow painted across his face.

"I didn't." He replied, lowering his head, "I couldn't make something good, without creating something bad."    

The cave fell silent as the ponies realized just how grateful they should be. After all, it was Lazarus who unintentionally made them and as a result, he hid them away. But they wouldn't remain hidden forever. Everyone knew that sooner or later, someone would find these artifacts and figure out how to use them. 

"Would you trust anypony else to guard these items?" Twilight asked as an idea entered her mind.

"I would, if there was anyone to trust." Lazarus replied.

"What if you entrusted them to the Princesses?" Twilight said, "And you trust us, so you could trust our judgement too, right?"

Lazarus lifted a claw to his chin and closed his eyes. This decision was a difficult one, because he didn't want to burden them with such things. However, going back to his earlier statement, Lazarus realized that it was time to stop hiding in the shadows of the forest. After a few minutes of silent thinking, Lazarus lowered his claw to the ground and looked at the group that stood before him.

"I've come to a decision." 


  
      
> Chapter 10: A Dragon's Curse
> --------------------------------------------------------------------------

Lazarus flew the ponies back to Ponyville on his back, with the exception of Rainbow Dash, who decided to fly alongside them. His decision wasn't what they were expecting. Instead of entrusting the Poisoned Mind and Crimson Fury gems to the Princesses, Lazarus told them that he would entrust the gems to Twilight and her friends. 

"I still think you should have the Princesses watch over them." Twilight said, not entirely enthusiastic about guarding such dangerous items, "I'm not liking the idea of having those things in my home."

"I think it's a reasonable idea." Lazarus replied, "If I recall correctly, you said that I could entrust the gems to the Princesses. But you never mentioned which princess I should entrust them to. Also, if you remember from our earlier conversation, I said that I trust spirits more than I trust physical beings. And since the other princesses weren't nearby, you were the most convenient and most practical choice."

"But I can't do that by myself." Twilight argued.

"I never said you had to." Lazarus remarked, turning his head to one side and looking back at her, "Besides, I still want the gems close enough to the forest so I can still keep an eye on them. And you all live in that little town near the forest."

"Ponyville." Rarity corrected him.

"Anyway," Lazarus continued, turning his head forward, "with the gems out of the forest, I'll have far less to worry about."

"What about us?" Rainbow Dash asked as she flew close to the dragon's pony-sized eye, "Wouldn't we be in danger?"

"If you're talking about others looking for the gems, then no." Lazarus replied, "As far as most of them know, these gems don't exist. As for the ones who do know about them... Well, they're either dead or too afraid to look for them. And if they were to look for them, they would never expect a dragon to share his treasure with others."

He gave a kind razor-sharp smile to the rainbow pegasus, who suddenly moved several pony-lengths away from him. Lazarus' smile faded away and was replaced with a dragon's frown. He knew that he frightened them, but that was another reason why he decided to have them watch over the gems. Since Lazarus sensed that he was able to trust them, he wanted them to trust him and he believed that this was a good way of doing that. Even though it seemed a little too illogical. 

"I'm also doing this because I want to be your friend, rather than your nightmare." Lazarus said sadly, "And don't pretend that you're not afraid of me. After all, I am a full grown dragon with razor-sharp teeth and fire breath."

The ponies exchanged looks, before Twilight and Fluttershy took flight. They came alongside the dragon's head and looked into his eyes, which were orange and sad. Rainbow Dash got closer and flew just above Lazarus' head. 

"We're not afraid of you, Lazarus." Fluttershy said, putting a hoof under his eye, midflight, "It's just we're not used to having a full grown dragon as a friend."

"What about me?" Spike asked, "I was a full grown dragon once."

"Yes, but you were only full grown for a little under an hour, darling." Rarity replied, reminding the baby dragon, "Lazarus has been full grown for far longer than any other creature. I, for one, am wondering how that's even possible."

Lazarus' didn't turn his head. His eyes didn't even change back to white. He knew what she was talking about. Instead they turned a deeper shade of orange, which made Fluttershy believe that it was something that bothered him.

"Healing Dragons are only supposed to live until they're five hundred years old." Lazarus explained, "But when the war happened and my family was killed, I cursed myself for not being able to protect them. I was only a hundred at the time."

"But that wasn't your fault." Fluttershy said, bringing her hoof away from him, "That happened because another dragon attacked your cave."

"That wouldn't have happened, if I was there to stop him in time." The dragon rumbled, "You can't imagine what it was like being a young father for a few weeks, only to see your family burned and broken. But what I didn't show you, was that I made a gem that would allow me to live until I would have my revenge on the Dragon Lord responsible for that horrible war." 

Fluttershy and Twilight shared a worried look at each other. 

"The gem actually paused my age, that's why I don't appear as old as I am." Lazarus continued, "But it's also a curse, because I can't get rid of it."

"Why not?" Rainbow Dash asked, "Can't you just throw it away?"

"No, because after I made the gem, it turned into a vapor and seeped into my chest." He replied, "It's a part of me and it won't let up, until I kill that monster."

"How do ya know that other dragon's even around?" Applejack asked, feeling a little uneasy about his intentions.

Lazarus' eyes changed back to white and he look back at his passengers. 

"He's still out there, because the Curse in my chest hasn't gone away." He replied, lowering his altitude gradually, "Once he's gone, then I'll be free from it. Or, until I fall in battle."

Twilight widened her eyes at that and Lazarus knew that she wanted an explanation.

"The Curse has stopped age from killing me." He explained, "However, it won't keep me safe from other causes. Such as, fatal injury or life threatening decisions." 

"That's insane!" Starlight exclaimed in disbelief, "I don't see how doing such a thing would benefit you."

"You'd be shocked to know what some creatures would do, when they're angry, sad, or scared." Lazarus replied, turning his head forward again, "I've lived long enough to see beings trade their sanity for power and families torn apart because they chose a path no one else would travel. All because someone, or something, made them upset."

The ponies were silent as they listened to his words.

"There is no such thing as perfect." Lazarus continued, "Anyone who says there is, are lying. If perfect was real, then violence, sorrow, pain, fear, and many other forms of evil would never exist. But no matter what you do, no matter how many times you try, perfect will never exist."

"You sound so sure." Fluttershy said.

"Because that's how my life has been." Lazarus replied, "Moving from one threat to another, never yielding to any opponent. I realized, long ago, that all I've ever been good at is fighting."

For most of the flight, everyone remained quiet. They all knew that if they kept talking about what Lazarus did to himself and why he did it, the conversation would lead down a very dark and broken path. 

Soon, two sets of lights came into view. The first was from Ponyville, while the other was further into the Everfree Forest, west of where they currently were. 

"What's that?" Rainbow Dash asked, pointing a hoof at the strange lights, "Over there."

Lazarus looked at where she was pointing and sniffed the air.

Sniff. Sniff.

"Hunter camp." He growled, "And by the smell, I would say they're about to have dinner."

Lazarus changed course and headed for the camp, speeding swiftly and silently through the air. The ponies could only hold on and follow the big dragon as he flew just above the treetops. Fluttershy caught up to his eye again and saw that it was bright red. She knew what he was thinking and it wasn't going to end well if the hunters decided to fight.





Lazarus landed a short distance away from the camp, but still far enough into the shadows to stay undetected. The ponies were amazed by how something so big, could remain hidden from hunters in shadows and the underbrush of the forest. 

"Sssshhhh." The dragon hushed and motioning them to follow him as he crept forward.

The clearing, the hunters camp was in, was outlined with thick bushes and large fallen trees. The ponies crouched and peeked from behind the bushes, while Lazarus hid behind a pile of dead trees that was big enough for him. 

From their vantage point, they saw traps, cages, other large beasts, several tents, wagons, and a small army of hunters. But there was something about the hunters that the ponies recognized all too well. The hunters had holes in their legs and insect-like wings, small fangs, eyes without pupils, and sharp horns. Some of them wore strange armor as well.

"Changelings?" Twilight whispered, "But I thought they were gone for good."

Lazarus looked at her and frowned.

"You know of these things?" He rumbled quietly.

Twilight nodded her head and explained what had happened at her brother's wedding. Lazarus listened closely, keeping absolutely silent. It didn't take long for Twilight to tell the story, but Lazarus was having trouble fitting the pieces together.

"You should have killed them, when you had the chance." Lazarus whispered, "It would have done a lot more good, than just blasting them to some far away place and hoping they stayed there."

"Ponies don't kill, Lazarus." Fluttershy replied, wiping her mouth with her hoof, as if the word "kill" was a bit of dirt on her face, "The worst punishment that anypony will receive is being sent to Tartarus. And even that's extreme."

Lazarus' eyes darkened, indicating that he was getting more angry. 

"Let the Princesses deal with them." Fluttershy begged, trying to reason with him, "I know you said that this world isn't perfect, but, please, be the bigger creature and leave it to somepony else." 

Lazarus looked at the yellow pegasus and saw fear. But she wasn't afraid of him, she was afraid of what he might do and Lazarus knew that. His eyes moved from one pony to the next, each of them having the same look of fear in their eyes. The red faded from his eyes as he lowered his head in shame.

"Very well," He groaned, "I'll leave it to them."

He turned and began to leave, but the pile he had been hiding behind, suddenly collapsed. 

Crack! Whump! 

The Changelings looked at what had made the noise, only to see a large blood-red dragon staring back at them. Lazarus's eyes faded back to a flaming red and flashed his teeth. 

"DRAGON!!!" One shouted, grabbing a spear, "ATTACK!!!"

RRRRRRRRAAAAAAAAAAARRRRRRRRHHHHHHHHH!!!!!!!!!!

Lazarus roared loudly as the Changelings charged at him. He gave an apologetic glance to the ponies, before surging forward and lashing out at the first Changeling that got in range.  
> Chapter 11: Red Eyes, Red Skin, And Red Blood
> --------------------------------------------------------------------------

RRRRRRAAAAAAARRRRRRHHHHHH!!!!!!

Lazarus bellowed loudly as a Changeling's magic pierced his shoulder. The magic didn't make a deep wound, but it had caused an annoying sting. The dragon turned and used his tail to strike several of the insect-like hunters. Then Lazarus turned his attention to some Changelings who were riding their five beasts towards him. 

"I'LL TAKE YOU ALL ON!" Lazarus bellowed.

RRRRRAAAAARRRRRHHHHH!!!!

The beasts didn't yield to his roar. Instead, two of them leaped into the air and landed on his back, sinking their teeth into his thick hide, causing blood to seep out. 

RRRRRAAAAARRRRRRHHHHH!!!!!

The ponies watched in horror as the other three beasts rammed into the dragon's side and pushed him over. These beast weren't like anything that they had seen before. From what they could see, the beasts had bear-shaped bodies with less fur, bull horns on their monster heads, sharp teeth, and blade-like claws. Lazarus was four times bigger than they were, but as a group, they proved to be a challenge.

GRRROOO!!!

One of the beasts howled as it pounced on Lazarus' head. The dragon responded by grabbing it with his claws and hurling it at a cage.  

Clink! Clang! 

The creature hit the cage, slamming it's rider into the bars. The ponies couldn't tell if they were still alive, but they knew that the impact had caused a great deal of injury. Now it was four against one and both sides were fighting furiously. The other two creatures jumped on him and clawed at his side. Lazarus rolled on the ground and managed to get all four beasts off of him. Both sides got back to their feet and stared back at each other. 

"This is my home and you're not welcome here!" Lazarus growled, addressing the leader, "Leave now and take your traps with you, while you still have your lives." 

"This part of the forest belongs to Queen Chrysalis." The leader said, glaring at him, "You're trespassing and must be dealt with."

"If your Queen wants it, then she'll have to come and claim it, herself." Lazarus hissed, "Unless, she's a coward and chooses to send her maggots to do her dirty work."

"How dare you speak of the Queen in such an ill manner!" The leader exclaimed, taking up his spear, "YOU DIE, DRAGON!!!"

RRRRRRRAAAAAAARRRRRRRHHHHHHH!!!!!!

The dragon and beasts charged at each other. Lazarus reached for the leader's beast, but the leader was a very skilled fighter and leaped from his beast as Lazarus sent it flying towards a tree. The other three beasts latched onto his arms and neck, causing more blood to paint the ground. The dragon's claws were still free and he used them to pull the two creatures from his arms, clapping them together and throwing them to the ground. The last creature start clawing at his face, while still holding onto his neck by it's teeth. 

RRRRRAAAAAARRRRRHHHHH!!!!!

Lazarus let out a painful scream as he felt claws, teeth, and a spear drive itself into his already wounded arm. With his other claws, Lazarus grabbed the last beast and tore it from his neck. He held the struggling creature in his claws and began to squeeze. Then he felt a flow of  magic come from the spear in his arm. He looked at it in time to see a flash of light, blinding him and causing him to drop the creature. 

"HAAAAHHHH!!!!!" The leader cried, leaping into the air.

Lazarus heard the leader and pinpointed his movements. He swung his tail around and missed as the leader landed on his back. The leader's horn glowed a sickly neon green and a beam of magic burned Lazarus' back.

RRRRAAAARRRRHHHH!!!!!

Lazarus' vision returned and he quickly brought his tail up to his back, while the Changeling commander was distracted. His tail made contact and the leader went flying, before landing on the ground and skidding to a stop. The leader rolled to avoid Lazarus' claws, only to be stopped by the dragon's other clawed hand. 

Stomp!

Lazarus pinned the leader and opened his mouth. The leader saw blue flames begin to form and closed his eyes, expecting to be burned to death. 

"STOP!" A voice shouted, making the Changeling open his eyes.

He was looking up at the dragon as he closed his mouth and looked away from his catch. The Changeling followed his gaze and saw a bright yellow pegasus looking at them. Fluttershy had fear in her eyes as she slowly approached them.

"Please, let him go." She pleaded, "You don't have to kill him, Lazarus."

"Fluttershy," Lazarus rumbled, "the forest remains in danger if I don't."

"It'll still be in danger if you do. If you let him go, then maybe he can convince their Queen to leave the forest and you alone."

"I doubt it."

"How do you know? Have you ever tried?"

The dragon went silent as he realized that he actually never tried proper diplomacy. The closest to it, that he could remember, was when he let another hunter, from long ago, run free to tell others. But Lazarus had followed him and was attacked then, too. It was hard for him to see much difference in the current situation. If he let the Changeling go and take his troops with him, then there's the risk of having more return. But if he killed him, then he would stay in a constant loop of finding camps and dealing with the occupants. Either way, it was a hard decision. Lazarus looked back at the Changeling commander, pinned under his large claws.

"I'm going to let you up." He growled, lowering his head close to the leader, "When I do, get out of my forest and take your Queen's maggots with you."

Lazarus didn't wait for a response as he slowly lifted his claws. The Changeling got to his "hooves" and dusted himself off. He looked over at Fluttershy and saw six other ponies and a baby dragon emerge from behind some bushes. Between them, he saw his spear, coated in dragon blood. Twilight used her magic to grab the sharp weapon and shook her head at him. He looked back at Lazarus and glared.

"Load everyone who can't move into the wagons. Now!" He ordered, without taking his eyes off the dragon, "We're going back to the Hive!"

The Changelings started gathering their wounded and loading them into several wagons. The ponies were thankful that Lazarus hadn't killed any of them, even though many of them were suffering from large injuries. Their beasts however didn't fare as well. Only three out of the five of them survived the battle. The two that Lazarus had smashed together died from the impact, leaving their riders extremely bruised and battered. 

"Leave your weapons and traps." Lazarus said, staying focused on the leader, "All of them."

"Do you expect us to travel through this forest unarmed?" The leader said, putting a magical sheath around his sword and knife, "We would be dead in minutes."

"You have your magic and your pets. That's good enough, if you stay on the trail." 

After a moment, another Changeling approached them, wearing crunched armor and limping. 

"Commander Hornet." The Changeling said, saluting to her superior, "The wagons are loaded, sir."

"Very good. Now, tell everyone to relieve themselves of their weapons." Commander Hornet ordered, "Then, we leave."

"But, sir..." 

"Now, Private!"

The Changeling shuddered in fear, before going back over to the others. Shortly after, a pile of weapons lay in the center of the clearing that they had made their camp. The Changelings formed their ranks and began marching into the forest, followed by Commander Hornet. But before he entered the forest, he stopped and turned to look back at the group.

"Your days are numbered." He warned, "Mark my words."

Grrrrrrr!

Lazarus growled in response as the Changeling turned away and disappeared into the trees. After a moment of waiting, to be sure that they were gone, Lazarus approached the weapons pile. 

"Wait a moment!" A voice called, "Some of those looking rather interesting and, possibly, inspirational."


Lazarus watched as Rarity stepped forward and looked over the pile of blades, pointed shafts, and traps. Her horn began to glow as she spotted something that was rather unique.

"I'll take these." She said in an elegant voice, levitating Commander Hornet's sword and knife, "They have a very unique and elegant design."

The sword looked much like something from a nightmare, but it had a certain amount of style that any good fashion forward pony would recognize. The knife was a similar version, except for the retractable blade it hid. Lazarus looked at her, then at the others. 

"Anyone else?" The dragon asked.

Twilight was still levitating the Commander's spear. But the others didn't seem interested in anything in the pile of strange weapons.   

"Very well."

FFFWWWOOOSSSHHH!!!

Blue flames showered the pile as Lazarus began to burn it. The wooden shafts of the spears turned to embers, while the tips and blades of several swords glowed red. The weapons bent and melted as the dragon stopped breathing fire, leaving the flames to turn red and yellow. Soon, the pile was a large pool of melted metal and ash. Lazarus dug a large hole and made a small channel for the hot glowing liquid to flow into it. 

"Lazarus," Fluttershy said, looking at the red pool forming under the dragon, "are you alright?"

Lazarus didn't answer her question. He only got up and began to limp to the edge of the forest, leaving a blood trail behind him.

"Come on," Lazarus groaned, sounding different, "let's... get... mov-"

Thud! Thump!

The dragon's legs gave out under him and he collapsed to the ground. 

"Lazarus!" The ponies gasped and cried, running to him.

"Starlight! Rarity! Help me lift him up! Quick!" Twilight exclaimed urgently, warping Lazarus in magic, "We have to get him to Ponyville! Fast!"

The two unicorns warped the rest of the massive dragon in their magic, only to start straining and sweating. Lazarus was too big and heavy for them to move as fast as they needed and Ponyville was too far away to be sure that he would make it. The possibility of him dying on the way there, was becoming a reality with every drop of blood that hit the ground.

Poof!

"Fluttershy, there you are." Discord said, appearing out of nowhere, "What happened here?"

"Discord! Oh, thank goodness!" Fluttershy cried, "Can you help us?"

"What do you need help with?"

"We need to get Lazarus to Ponyville. Can you teleport us and him there?"

Discord had a puzzled expression on his face. Looking at the motionless body of the dragon that tried to eat him a couple days ago, Discord wasn't thrilled about helping a possible enemy. Even though, that enemy might not be an enemy anymore.

"I don't know, Fluttershy." Discord said, watching Twilight, Starlight, and Rarity manage to lift Lazarus barely above the ground, "He doesn't like me too much and he might try to attack me again."

"Discord, please!" Fluttershy pleaded, "He still has too much to do and if he dies..."

Fluttershy started to cry as the stress of the situation weighed on her. Discord immediately stopped being arrogant and patted her head.

"Alright, I'll help." He said, warping her in a hug, "But I can't teleport him and all of you in one trip."

He let her go and approached Twilight.

"Because of how big he is, it's going to take both of us to get him there." Discord claimed, "So, when I count to three, teleport to Fluttershy's cottage."

Twilight nodded and waved Starlight and Rarity away from the dragon. 

"One... Two... Three!" 

Poof! Flash! Pow!

The three of them disappeared, leaving Fluttershy and the others alone in the clearing. The only remains of Lazarus was a red pool, where he once was.

Poof!

"Everyone, get in close." Discord said, reappearing.

They got as close as they could to each other, before leaving.

Poof!

Reappearing at her cottage, Fluttershy looked at the dark red mass that laid in her backyard.

"Everypony get as much supplies as you can." Twilight ordered, her horn glowing, "I'll try to stop the bleeding."

Everyone scattered and raced to get medicine and bandages, even though they knew that their medical supplies were meant to aid ponies, not large dragons. But they wanted to help him as best as they can, anyway. Fluttershy didn't have to go far for anything, since she was already home. However, she was worried for the dragon.

"Do you think he'll be alright?" Fluttershy asked gently, looking at Twilight with a worried expression.

"I... I don't know." Twilight replied, closing some of the slashes on Lazarus' side, "But we'll do what we can to help him."

It wasn't the answer Fluttershy was hoping for, but she accepted it with a nod and went into her cottage to find her First Aid kit that she used for large animals.                  


> Chapter 12: Shocked Awakening 
> --------------------------------------------------------------------------

Fluttershy looked out of her kitchen window and saw Lazarus. 

"I hope you wake up soon." She said, trying to will him awake. 

It had been three days and he still hadn't moved, except for the rise and fall of his breathing. Some of the dragon's wounds had been cleaned and bandaged as best as they could've been, but the ponies only focused on the bigger wounds, along his neck and arms. The wounds on his back and sides, however, were fairly easy to fix because they weren't as bad. Even after Twilight used a spell that she knew, Lazarus wouldn't wake. And it made Fluttershy worry about him.

"How could a Healing Dragon not be healed by now?" Fluttershy asked, staring at the bandaged arms and neck, "Surely, they could've fixed those wounds in a matter of seconds, from what I've seen."

Knock, knock, knock!

A knock on her door pulled Fluttershy's gaze away from the sleeping dragon and she left her kitchen. Reaching for the door, Fluttershy heard the voices of Applejack and Twilight.

"I'm tellin' ya Twi," Applejack's voice said, "that Changeling sounded mighty serious about what he said."

"I know," Twilight's voice replied, "but we're not going to panic about it, right now."

"Then when should we start worryin'?" 

"After we help Lazarus."

"I hope it'll be a quick recovery. I mean, did ya see what those monsters did to him?" 

Fluttershy opened the door and saw Applejack wearing her saddlebags, loaded with some of her zap-apples. Twilight was levitating several books, one of them being: "Creatures of Equestria's Past."

"Hello, girls." She greeted with a small smile.

"What are those for?" Fluttershy asked, pointing a hoof at Applejack's rainbow striped apples.

"I figured we could try somethin'." Applejack replied, "If I'm right, then our big dragon friend should be up and healthy as a mornin' sunrise."

Fluttershy made a puzzled face, but quickly caught onto what Applejack meant. 

"Is he awake?" Twilight asked, setting the books on a small table. 

"No, he's still sleeping. And I'm kind of worried because he hasn't healed his injuries."

"But he said that he was a Healing Dragon. Wouldn't have he been up and about by now?"

"That's what worries me."

Applejack reached into her saddlebags and presented a zap-apple. Putting it in her hoof, she went towards the back door of Fluttershy's cottage. Twilight and Fluttershy followed closely as the farm pony approached the dragon's mouth. 

"Open his mouth, Twilight." Applejack said, "He has to eat this, if we wanna see if this'll even work."

Twilight's horn lit up and she lifted the upper jaw of the dragon, revealing his sharp teeth. Applejack stepped forward and tossed the zap-apple into Lazarus' mouth, before signaling Twilight to close it. Patiently, they waited for anything that would tell them if the zap-apple was helping.  

Then Twilight saw a twitch from one of Lazarus' claws. It wasn't a big movement, but it was enough to show that the zap-apples worked. 

"Give him two more, Applejack." She said, using her magic to open his jaws again.

Applejack fed the dragon two more and waited. Then they saw one of his clawed hands slowly move. 

"Let's take it up a little. Give him the rest of them." Twilight said, feeling confident in Applejack's idea.

"Um, Twilight, I don't think that's a good idea." Fluttershy protested softly, "What if he's angry at us?" 

"Don't worry, I'm sure he'd appreciate how helpful we're trying to be."

Applejack emptied her saddle bags into Lazarus' mouth and Twilight closed it. But the reaction they received was more than they expected.

Bzzzzzzzzzz! Whip! CRACK!!

Suddenly, Lazarus' tail cracked loudly and his eyes shot open, revealing two very big, black eyes. Lifting his head and rising to his hind legs, the dragon didn't appear to be in a cheerful mood as he whipped his head around as if searching for something.

"WHERE ARE YOU, COWARD?!" Lazarus boomed, "COME OUT AND FACE ME!!!"

RRRRRRRRRAAAAAAAAARRRRRRRRRRRHHHHHHHH!!!!!!!!!

The ponies ducked as they saw his tail swing towards them, as if Lazarus was unaware that they were there. Wildly, the dragon reeled and twisted about, looking for a potential threat. 

"What's he doin'?!" Applejack asked, ducking again.

"I think he believes that he's being attacked." Twilight replied, "But there's no one else around, but us."

Then Fluttershy flew up to Lazarus' head, hoping to stop his rampage before it got out of control. Or before somepony got hurt.

"LAZARUS! STOP!" Fluttershy shouted, surprising herself.

The dragon stopped and looked at her with the darkest gaze that Fluttershy had ever seen. Blue flames seeped from his mouth as he drew closer. 

Fluttershy hovered bravely in front of him, trying to show him that there wasn't anything that would harm him.

Sniff! Sniff!

"Fluttershy." Lazarus rumbled as his eyes slowly faded to the frosty white that she recognized.

The dragon lowered himself back to a four legged stance, feeling pain shoot through his arms. Lazarus winced a little, but stood strong against the throbbing in his arms. 

"Are you... alright?" Twilight asked, cautiously approaching him, "You seemed a little... edgy."

"Yes." Lazarus replied, before adding, "Just a bad dream."

"That musta been some dream to make ya act like that." Applejack said, putting her saddle bags over her back, "Was it the zap-apples?"

Lazarus focused his gaze on her and lowered his head.

"You fed me zap-apples?" 

"Don't be angry at her, Lazarus." Fluttershy murmured, "Applejack was only trying to help."

"I never said I was angry. In fact, if you mix zap-apple juice, fire fern leaves, and rain flower roots, you'll get a medicine that'll cure a fever in minutes."

The ponies exchanged looks, before turning their eyes back to the dragon. 

"How did you know that they would wake me up, Applejack?"

"To be perfectly honest, I didn't." Applejack replied, tipping her hat, "I just figured, since zap-apples have such a hard kick on their own, they might do somethin'. But I wasn't expectin' ya to go crazy like that."      

"What was in your dream that made you so angry?" Twilight asked, feeling less worried.

Lazarus hung his head in shame, before holding out his clawed fist and opening it. In his palm, a black gem with the image of another dragon laid in his grasp. 

"Watch this and you'll understand." 

Twilight wrapped it in her magic and took it to Fluttershy's pond. Holding it just above the water, Twilight released it and the pond changed.

The memory they were watching showed the other dragon flying through the clouds. Lazarus chased him as the dragon disappeared into the black storm clouds that hung above a city. The dragon reappeared and charged at Lazarus, knocking him out of the sky and into the city. The dragon that Lazarus was fighting was dark grey with large wings, a spiked tail, black claws, yellow eyes with slit pupils, long neck, and no crest. 

CRASH!!!

Lazarus hit the ground and watched as the dragon dove at him again. He quickly rolled to avoid being crushed as the dragon slammed into the ground where Lazarus was laying.

"Pity, I thought you'd put up more of a fight." The grey dragon sneered in a low masculine voice, "Clearly, I was mistaken."

Lazarus whipped his tail at the dragon, only to miss as he dodged the attack. As soon as Lazarus turned back to face his opponent, five black claws slashed down on his face. Making Lazarus reel and fall back to the ground. 

"Your family would be so disappointed in you, if they could see you now." The dragon laughed menacingly, "But don't worry, you'll be reunited with them soon."

The grey dragon raised his claws again, before disappearing into darkness. 

The water returned to it's original form and Twilight retrieved the gem. Levitating it back to Lazarus, the ponies had worried and pained expressions on their faces.

"Was that... him?" Fluttershy asked, shuddering at who she believed it was, "The Dragon Lord from your time."

"Yes. And I've only ever met him once."              

The gem disappeared in his palm and Lazarus lowered his head to the ground with a sad expression on his face. 

"He's out there somewhere and waiting for the right moment to strike. I just hope that when he does, I'll be able to keep that dream from becoming a reality."

Now the ponies knew what Lazarus was both after and afraid of. But what really had their attention was the city that they were fighting above, looked very familiar. They hoped it was a dream and not a vision into the future. 

"Now, I believe I owe you two gems, yes?" Lazarus said, pushing the dream away and trying to ease the tension.

The ponies nodded and Lazarus slowly lifted himself back to a normal stance, only to fall back down from sharp pain. 

"We'll get them later." Twilight said, using her magic to unwrap the bloody bandages, "Right now, let's get you back to proper health."

"I admire your hospitality. All of you." Lazarus replied, "Most ponies would've left me. But you didn't, which makes one wonder, why?"

"What do you mean?"

"Why would ponies like you help an old monster like me? You know I'm dangerous. Yet, you went and brought me here."

Fluttershy stepped forward and put a hoof under his eye.

"Because we don't see the monster." She smiled, "We see the good hearted spirit within."  

Twilight removed the bandages and saw that the wounds were nearly healed, but they would leave big scars in their wake. 

"Ya must be hungry." Applejack said, realizing that they never brought him a proper meal, "What do ya normally eat?"

"Sandstones, large fish, and, on occasion, quartz rocks."

"There's a quartz deposit not far away." Twilight said, happy to know that he didn't always eat meat, "I could get you some if you want."

"That would be nice." The dragon smiled, "Thank you."

With that, Twilight flew away leaving Lazarus with Applejack and Fluttershy.

"You seem to know a bit about medicine." Lazarus said, "Care to learn a few special recipes?"

Fluttershy and Applejack looked at each other, before looking back at him and nodding their heads.


        
> Chapter 13: Setting Plans
> --------------------------------------------------------------------------

"Make way!" Commander Hornet ordered, "I must speak to her Majesty, immediately! And get these troops to the healers! Now!"

The guards stepped aside and allowed their superior to enter the hive. It had been a long journey back and he had lost several troops from fatal injuries or monsters. Commander Hornet was fuming as he proceeded to the throne room, where Queen Chrysalis was brooding. His expression changed from anger to content as he approached her and bowed.

"Your Majesty." Hornet greeted, holding his pose until given permission to stand.

"Commander, you may rise." Chrysalis said, lifting her "hoof" and motioning him to stand.

The Changeling obeyed and stood at attention. Chrysalis focused her gaze on her unarmed soldier and shook her head in disappointment.

"What do you have to report, Commander?" She asked, getting off her throne and circling him.

Hornet gulped hard, because he knew that if he didn't choose his words carefully, the Queen might strip him of his rank. Or worse. 

"Your Majesty," He began, "I regret to inform you, the section of forest that you want, has already been claimed."

"Claimed?" She replied softly, "By who?"

"By a... dragon."

"Dragon's are simple. All you have to do is give them some gems and they will comply."

Hornet's wings twitched as he realized that he never bothered to try such a tactic. However, being a warrior himself, Hornet sensed something different about this particular dragon. And by the way it moved, this dragon seemed more interested in protection than bribery. 

"In truth, your Majesty, I think this dragon couldn't have been bribed with all the gems in the world." Hornet continued, "He said that the Everfree Forest was his home and he didn't seem willing to part with it. I believe it's because he's already been influenced."

"Influenced?" Chrysalis echoed, using her magic and retrieving a sword that rested against her throne, "What kind of influence?"

Hornet gulped again as he saw the long, sharp, black blade of the sword bring itself between them. His senses screamed at him to run and hope to at least reach the door, but he remained firmly planted to the ground. The blade slowly moved towards him and rested on his neck. 

"Who could've influenced a dragon without the use of treasure?" Chrysalis purred menacingly, slowly dragging the blade across his skin and drawing blood, "And where are your weapons, I might add? You returned without them, three Iron Jaws, and only half of your troops. Care to explain?"

"It was ponies!" Hornet exclaimed, closing his eyes, "Ponies influenced the dragon and our weapons were removed by them!"

The room fell silent and Hornet felt the blade leave his neck. Opening an eye, he saw Chrysalis levitating the sword and staring at him with confusion written on her face.

"Show me." She hissed, "Show me what you saw."

Without hesitation, Hornet's horn glowed neon green and an orb of the same colour appeared. Chrysalis watched as the memory danced around the orb, revealing the fight. After a moment, the memory reached the part where Hornet was pinned under the dragon's claws and was about to be burned by blue flames.

"STOP!" A voice cried out.

Chrysalis watched as Hornet's gaze moved from the dragon to a familiar yellow pegasus. 

"Please, let him go. You don't have to kill him, Lazarus." The pegasus said, looking frightened, but being brave.

"Fluttershy, the forest remains in danger if I don't." The dragon replied.

"The forest will remain in danger if you do. If you let him go, then maybe he could convince their Queen to leave the forest and you alone."

"I doubt it."

"How do you know? Have you ever tried?"

The dragon paused a moment and appeared to be in thought, before lowering his head down to Hornet.

"I'm going to let you up. When I do, get out of my forest and take your Queen's maggots with you." He said, lifting his claws.

Chrysalis continued to watch as Hornet stood up and looked over at his spear, only to see it lift off the ground and float over to a purple alicorn with a very familiar face. 

"Freeze that!" Chrysalis ordered, realizing who she was looking at.

Hornet stopped the memory and Chrysalis stared with burning eyes. Almost immediately, she recognized the group of ponies that stood next to the dragon.

"So," Chrysalis frowned, "the rumors are true. Twilight Sparkle has become a princess and made some new friends."

"Yes, your Majesty." Hornet said, "But since they've become allies with a dragon, wouldn't that cause any problems for our plans?"

"It might, but who's to say we can't do the same?" Chrysalis said, changing her expression, "In fact, I think I have a better plan than before."

"I'm not sure I understand." 

The memory faded away, causing Hornet and Chrysalis to look at each other. A sinister grin crossed her face, making Hornet take one step backwards. 

"Send ten scouts to Ponyville and three to Canterlot. I want eyes on Twilight Sparkle and her friends at all times." Chrysalis ordered, putting her sword away and levitating a bottle from a shelf in the next room, "And give the Canterlot scouts this. Be sure that they take it and pour some of it into a bottle labeled: Midnight Elegance. I heard that's Princess Luna's favorite."

Hornet wrapped the bottle in magic and inspected it. Looking at the dark liquid swirling around, it didn't take long for him to realize what it was. Chrysalis could tell that he was curious about what she had planned, but only gave him the details that would tell him the basic idea.   

"For this plan to work," She began, returning to her throne, "we're going to need every advantage we can get. But in order to do that, we'll have to remain as secretive as possible."

Hornet nodded his head, starting to understand what she was planning.

"Now," Chrysalis continued, "since you were discovered, it would be best if the scouts remain disguised at all times and avoid direct contact with ponies. Only if they absolutely have to, they are allowed to break orders. All scouts will be in touch with you and you will report to me. Once all preparations have been made, we'll execute the plan and Equestria will be ours."

"What about the dragon?" Hornet asked, remembering the one thing that could cause the biggest problems.

Chrysalis' grin turned into a twisted smile, making Hornet lower himself to the ground and shudder. 

"I believe fighting fire with fire would be an entertaining tactic." She snickered as her eyes flashed, "I'm sure you've thought of something along those lines, General."

Hornet's ears perked up, surprised by the title that was suddenly addressed to him. 

"General, your Majesty?" He asked, "But I'm several ranks below such a title."

"Yes, but I'm giving you this title because only you and me know what we're up against."

"Shouldn't Mandible be in charge of this?"

"Are you refusing this promotion?"

Hornet froze and realized that if he did refuse, there was the possibility of disappointing the Queen and it might end with her using that sword resting against her throne.

"N-no. No!" He said, collecting himself, "I was just caught off guard."

Suddenly Chrysalis' sword shot into the air and Hornet followed it with his eyes. The sword flew high above him, before he was knocked to the ground.

"Umpf!"

Hornet looked up and saw Chrysalis looking down on him with her sword hanging just above his head. The tip hanging only a centimeter over one of his eyes. He wanted to moved, but his Queen had him pinned to the ground.

"Being caught off guard will get you killed." Chrysalis menaced, "Keep that in mind whenever someone more dangerous than you is close. Do I make myself clear?"

Hornet nodded and Chrysalis floated her sword back to it's place, before taking a seat. Hornet stood up and dusted himself off, shaken by how close to death he has been recently. 

"That's the second time that someone has allowed you to live." Chrysalis purred, "You had better hope that your luck will see you through until everything is under my rule."

"I promise not to disappoint you." Hornet bowed, "Your Majesty."

Chrysalis waved him away and watched as he left the throne room. Once he had left her sight, dark clouds formed over Chrysalis' head. She knew that it would be a hard battle and she would lose some of her subjects. But in order to win a war, sacrifices had to be made. The war that Chrysalis had in mind, only involved one battle and she wanted to make sure it stayed that way.

"Oh yes," Chrysalis smiled, "once everything is in order, nothing will be able to stand in my way."

She visualized herself standing above the rubble and looking down upon her newly conquered country. 

"Hm, hm, hm." She began to chuckle, which escaladed into laughter, "Hahahaha! Victory and revenge will belong to me! AH, HA, HA, HA, HAAA!!!"

   

     

        
> Chapter 14: Strength Within Words
> --------------------------------------------------------------------------

"Now that's what I call quartz." Lazarus said, picking bits of rock out of his teeth, "Thank you."

Twilight smiled as she started unwrapping his bandages. Under them, she saw that the wounds that had once been there, were now large scars. She winced slightly as she realized that the dragon would have to live with them for the rest of his life. But upon looking at the rest of his body, Twilight realized that it wouldn't really bother him that much. 

The sun shined brightly and the only ones at Fluttershy's cottage were Lazarus and her. It felt odd being alone with him, but Twilight knew that he didn't mean to be intimidating. However, the alone time with him did allow her mind to come up with various questions. Various and personal questions.

"Have you ever been afraid?" Twilight asked, setting the lightly bloody bandages on the ground.

"What do you mean?" Lazarus asked, "Whenever I fight, or in general?"

"Let's start with fighting. Then we'll work our way to general."

Lazarus tapped a claw on the ground and debated what would be the right words.

"My first fight," He sighed, finally finding an answer, "was against my brother. He was older than me by a few seconds and he believed that since he hatched first, I was the one who would get knocked to the ground. But what he didn't count on was the fact that I was faster than he was."

"What was the fight about?"

"A dragoness that we both liked. She was beautiful, very smart, brave, strong, and one of the kindest creatures that I had ever met. Naturally, my brother thought that he could persuade her into being his mate. But she turned him down and he was upset. He tried and tried, but she showed no interest in him. Finally, she upright told him to leave her alone, only to have him grab her arm."

Twilight looked in the dragon's eyes as he spoke, listening carefully to every word.

"That's when I jumped in." Lazarus continued as a grin appeared, "I told him to back off and leave her alone. The next thing I know, four claws swing at me. But I was too fast and managed to dodge them, before counter-attacking with a strong tail-whip to his face. It wasn't much of a fight, but it was enough to make mother angry at us."

"And the dragoness?"

"She was my second fight. Which I lost, by the way. But the funny part about that was after she saw what I did to my brother, she told me that she fancied me over him. But she wanted to prove something before actually accepting my charming personality."

Twilight let out a small chuckle and Lazarus smiled warmly.

"Years after that, she became my mate and we became parents." 

"You were a father?"

Lazarus' eyes changed to deep orange as the memories of his children sailed through his mind. Twilight caught on to his current emotion and almost instantly regretted asking that question.

"I'm sorry." Twilight apologized, raising a hoof to her mouth, "I didn't mean to push you."

"No, it's alright." Lazarus countered, "I already showed Fluttershy, so I may as well show you."

The dragon held out his claws and a blue sapphire appeared. 

"Watch this and you'll see the best moment of my life." He said, holding the jewel and waiting for her to take it.

Twilight wrapped it in magic and placed it in the nearby pond. The memory danced across the surface and Twilight watched what could have been the happiest family bonding moment that she had ever seen. After it ended, the memory faded and Twilight returned the jewel back to Lazarus. He took it and it disappeared into thin air. 

"So, back to your original question." Lazarus continued, "In a fight, I'm rarely afraid, because I make it my business know what my opponent will do. But I only have to focus on them and nothing else during a fight. Life, however, will always have you twisting and turning, because life is a thing that everyone takes for granted. And you never know if it'll end, whether you're ready for it, or not. I've lived long enough to see both. But if I had to chose between the two of them, then life scares me more than fighting."

Twilight sat in front of him and stared, astounded by how his words could be so soul touching. Lazarus held out his claws again and two gems rested in his palm. Twilight recognized them almost immediately.

"The Poisoned Mind and Crimson Fury gems!" She said, startled by the mere sight of them, "I don't know if I'm ready to take them. At least, not yet."

"That's how I know you are." Lazarus smiled, "Besides, you don't have to keep an eye on them all the time. Just make sure that they're hidden and that only those that you trust and are close to you know that you have them. But, no one else."

Twilight cautiously enveloped the gems in her magic. As she did, a surge of strange power flowed through her. It didn't harm her, but it did feel very odd, like nothing she had ever encountered before. It felt almost as strong as when she had the power of Celestia, Luna, and Cadence. However, it wasn't cheerful magic, she knew that what she was feeling was the darkness that rested within these gems. But what scared Twilight the most, was that she seemed to almost enjoy the powerful and dark energy that flowed from the gems and into her body.  

Quickly, Twilight levitated a small crate from the cottage and tossed the gems inside. Slamming the lid shut and locking it, Twilight panted frantically. 

"Whoa!" She panted, trying to pull herself together, "W-what was that?"

"That? That was merely a fraction of what those gems can do." Lazarus rumbled as his eyes faded to white again, "Please, don't let them fall into the clutches of those who would abuse their power."

"You can count on us. I promise."

"Good. The Elements choose the right guardians and I'm pleased. But now, let me ask you a question."

Twilight's ears perked as she set the crate down. 

"What are you afraid of?" The dragon asked, "I told you what my fear is, now you get to tell me yours. So, what is it that makes you toss and turn at night? What lingers in the shadows of your worst nightmares and makes you hope that it won't find you?"

Twilight's eyes widened at the question, because she knew exactly what frightened her. It was something that was nearly impossible to hide from. As she thought about it, Twilight let her ears droop and her eyes slowly drift to the ground. 

"Failure." Twilight sighed, feeling ashamed, "I'm afraid of failure."

The dragon lowered his head to the ground and looked at her. But Twilight stayed staring at the ground.

"I'm afraid of failing my family." Twilight continued, "I'm afraid of failing my friends. I'm afraid of failing Equestria."

"Why?" Lazarus asked, "Why does it bother you so much?"

"I don't know. I guess it's because I don't want to disappoint anypony. But it's so difficult, because there are some problems that are more difficult than others and finding the solution can be the hardest thing to do."

Twilight looked back at Lazarus, through light tears. 

"I'm afraid that if I fail, then everypony I care about will leave and turn their backs on me."

"Oh, hush now." Lazarus said softly, sensing that Twilight was about to start crying, "Has there ever been a time when you did fail at something and they did turn away from you?"

Twilight shook her head and wiped away a tear. But then, something resurfaced in her mind, which made her nod and earned confused look from the dragon.

"Failure is something that all of us try to avoid everyday. But we can't because it's a part of us. Tell me, what was it that made your friends or family disappointed in you because you made a mistake?"

"Well, at my brother's wedding, I suspected that the bride was evil. But everyone believed that I was just being mean and they left me alone. But, as it turned out, the bride was actually a fake and the real bride had been imprisoned in the caves under Canterlot."

"Were you forgiven when everything was set to it's proper order?"

"Y-yes. But I still think that if something like that happens again, everypony's going to be disappointed and upset with me."

"The only one that would be disappointed in you, is yourself. If you fail at anything again, so what? At least you gave it your best try and still helped to find a solution. No one is going to be upset with you because you tried and failed. They'll just give you encouragement and support you as you take on the next challenge. I'm sure in this particular situation, you helped find a way to prepare for something similar."

The tears had slowed as Twilight began to realize just how right he was. 

"But, I'm a princess." She argued, "I'm expected to succeed and make things right."

"Do you think Celestia or Luna felt differently about when they became the leaders of this land?" Lazarus countered, "No. They were as afraid of failure as you are. But, they learned to deal with it and stayed strong. And look where they are today, sitting on their well earned thrones and ruling with a fair grip. You might do the same one day." 

The dragon's tail moved in between them and wrapped around Twilight gently. It startled her for a moment, but quickly realized what Lazarus was doing.

"Come here." The dragon cooed, still seeing tears in the alicorn's eyes as he lifted her, "Let me answer your next question, before you ask."

He sat up on his hind legs and brought Twilight up to his chest. She gently rested her head and one of her hooves on Lazarus as he held her.

"Healing Dragons could heal more than just injuries." He said, "We could heal sorrow, get rid of fear, and be there whenever you just need someone to talk to. However, we couldn't heal ourselves. I still can't. Only others can be healed by a Healing Dragon."

"Could you heal each other?"

"Yes. But it took longer because we already had the power of healing. It was one of the reasons my race was lost." 

The tip of his tail brushed Twilight's mane, causing her tears to stop and a smile appear. After a moment of comforting embrace from a dragon, Twilight was lowered back down to the ground. Then Lazarus stretched his arms and tail, extending them as far as they could reach.

"Thank you." Twilight said, feeling more confident, "For being open and honest with me."

"And thank you for being one of my friends." Lazarus replied, giving her a warm grin, "If you keep your head held high and your loved ones close, then there's nothing that you can't do."

Twilight's wings shifted slightly and her face lightly blushed as she realized that Lazarus really had made her feel much better, than before. It felt nice to know that even the toughest creatures in the world, can have a soft spot.        

"Now," Lazarus groaned, returning to his normal stance, "if I'm going to make myself known to your world, I'm going to need a guide. Preferably, someone who can tell other ponies that I'm not a monster."

"Well," Twilight said, levitating the crate again, "I'm going to put this somewhere in my castle and it is on the other side of town. Maybe, I could give you a bit of a tour. But, please keep in mind, ponies aren't really used to having full grown dragons roaming freely. It usually makes them afraid of dragons."

"I'll be sure to make myself as harmless as possible."

With that, both the dragon and alicorn left Fluttershy's cottage.  
> Chapter 15: Out Of The Shadows
> --------------------------------------------------------------------------

"DRAGON!!!" A pony screamed, running into the safety of her house.

Lazarus watched as several ponies shrieked and scattered, running for safety. Twilight looked up at the dragon and gave him a nervous and apologetic grin. However, Lazarus didn't return her grin or even look back at her. He just stood in the middle of the street and watched the panic unfold in front of him. 

"Princess Twilight!" A voice called out, "Run! Before that monster eats you!"

Twilight looked over to where the voice had come from and saw Mayor Mare. She was hiding in the doorway of Town Hall, shaking uncontrollably. 

Lazarus made no effort to approach her. Instead, he lowered himself to the ground and rested his body on the stone road. Twilight, however, trotted over and casually smiled at the frightened mare. 

"It's alright." Twilight said, assuring her, "He's not going to hurt anypony."

"Are you sure?" The mayor asked, "He looks like he's just waiting for the right moment to attack!"

They both looked back at Lazarus, who just simply gazed at them.

"Actually," Twilight continued, "your half right. He is waiting, but he's waiting for you to stop hiding from him. He just wants you to know that he has no interest in harming ponies."

"How do you know?"

"Two reasons. First, he told me and my friends. And second, have you seen him smash any buildings or chase anypony?"

The mayor looked around and saw that the streets were empty, buildings were still standing, and ponies peeking through their windows. After a moment, Mayor Mare stepped out of her hiding place and cautiously approached the dragon. Twilight walked beside her to help make her feel comfortable. When they reached him, Lazarus lowered his head to their level and stared.

"You're afraid, aren't you?" The dragon asked in a low rumbling voice.

Mayor Mare stood her ground and nodded her head.

"Well, I guess the best way to fix that, is to introduce ourselves."

The mayor nodded again.

"My name is Lazarus. Guardian of the Everfree Forest."

"M-Mayor Mare. I'm in charge of Ponyville most of the time."

"Pleased to meet you, Mayor."

Lazarus smiled warmly at her, without showing any teeth. His eyes faded to blue and Mayor Mare had a slightly confused look across her face.

"Why did your eyes change from white to blue like that?" She asked, feeling less afraid, "And where are your pupils?"

"I used to have slit pupils, like most dragons." Lazarus replied, "But, because of something that happened, my eyes don't have pupils anymore. However, they still change whenever my emotions change."

"Are you blind?"

"No, I can still see very well. But if I was blind, my other senses would guide me just as well."

As they talked, ponies began to emerge from their hiding places and slowly approach the dragon. Several ponies watched Lazarus, making sure that it actually was safe for them to approach. A bunch of fillies and colts wanted to rush toward him, but were held back by their parents. Everypony kept their distance, except for one pegasus colt with a wooden sword, who had escaped his mother's grasp. 

"For glory and the princess!" The colt called, running at Lazarus. The colt's mother chased after him, but wasn't able to stop his next movement.

The colt ran up and swung his toy sword at the dragon's leg. 

Whack!

Lazarus whipped his head around to face his attacker. But what he saw wasn't what he was expecting. He knew that it was a child that had decided to attack him. However, the colt didn't seem scared, but proud. Either it was because the colt had successfully gotten close to a dragon and hit it with a sword. Or, he thought that it was some kind of joke. 

Before the colt could do anything else, his mother reached him and stood between him and Lazarus. 

"P-please, don't be angry!" The mother pleaded, shielding her son and keeping her eyes closed, "He didn't mean it!"

Lazarus looked from them to Mayor Mare and Twilight, before looking back at the colt. Upon looking at the colt's expression again, Lazarus could tell what he had intended to do. 

"You do know that was a foolish and stupid thing to do, right?" The dragon rumbled, "Attacking a full grown dragon, that you know nothing about. A true fighter doesn't blindly attack their opponent. They study and learn about them, before they fight. It's something that every skilled fighter knows. Otherwise, they lose everything."

The colt's expression changed from pride to shame as he realized just what might have happened to him, causing his ears to droop and eyes to lower to the ground. Lazarus knew that the colt was just playing around, but he had spoken the truth.   

"What is your name, little one?" Lazarus asked softly, "I, sometimes, want to know who I'm up against."

"Jetstream." The colt replied.

"Are you sure it's not 'Sir' Jetstream?"

The colt looked back into the deep blue eyes of the dragon. Lazarus winked at him and smiled, before...

"Oh no!" Lazarus said, playing along, "You didn't bring your army with you, did you?"

"What kind of knight would I be if I didn't?" Jetstream smiled, pointing his toy sword at Lazarus, "Get him!"

All at once, Lazarus was swarmed with fillies and colts as they began climbing on him. Parents watched as their "little heroes" attacked the dragon in a frenzy of tickling and poking him with wooden swords. 

"Ha, ha, ha!" Lazarus laughed, "Stop, I can't- Ha, ha, ha, ha!"

Even though he knew it was a game, Lazarus made sure not to move around too much. He didn't want any of the foals to get hurt. Unfortunately, that still managed to happen, when an earth pony filly with a pink bow tried to climb onto his back and fell to the ground.

"OOOWWW!!!" The filly screamed, landing on the stone road and breaking her leg.

The playing stopped as everyone saw the filly holding her leg, which was bending in a way that it shouldn't.

"Let's get her to a doctor!" A mare exclaimed, running over to the filly.

"Don't worry, everypony." Twilight said, approaching them, "There's a doctor already here."

"You know healing magic?"

"Not entirely. But he does."

Twilight pointed a hoof at Lazarus and everypony stared in confusion. 

"But he's a dragon!" The mare protested.

"Let me show you what kind of dragon I really am." Lazarus said, before blowing a small blue flame into his claws, "Let's have a look at that."

He brought the flame close, but the filly squirmed. She was trying to move, but the pain in her leg kept her from going anywhere. The mare stroked the filly's mane and glared back at the dragon's flame.

"Your scaring her!" The mare exclaimed, holding the filly gently.

Lazarus pulled the flame away and looked at the filly, who had fear in her eyes.

"It's not going to hurt you." Lazarus said softly.

"Ya promise?" The filly whimpered.

"I promise."

With that, the filly managed to relax, allowing Lazarus to bring the flame to her. The flame made contact and engulfed her leg in blue. After a moment, the flame died out and the filly's leg was in it's proper form, with a bed of ashes under it. The filly stood up and walked around, testing to see if it actually worked. To her surprise, her leg felt like it had never been broken. She looked back at the dragon with wide eyes, as did everypony else.

"What's your name?" Lazarus asked, giving her a warm smile.

"A-Apple Bloom." The filly replied, still amazed by what just happened, "How'd ya do that?"

"It's something that I was born with. I'm, what most would call, a Healing Dragon."

Apple Bloom's eyes widened further. She wasn't expecting an answer like that, but it did explain how he managed to fix her leg. 

"Are there anymore like you?" Mayor Mare asked, saying what everypony was thinking.

Lazarus looked back at her with white eyes, just in time to see Twilight put a hoof on her shoulder. The mayor looked at the princess and saw a sympathetic, but stern expression on her face. It was an expression that answered the question and made her wish that she never asked.

"Your the only one, aren't you?" Mayor Mare said, making sure the crowd got their answer.

"Unfortunately, yes." Lazarus replied, "But, I try not to think about it too much. It brings me pain."

Everypony spook quietly amongst themselves, putting the pieces together and seeing the sad picture that they made.

"However, I didn't come here to sadden you with my past." The dragon said, lightening the mood, "I came here in hopes that I can be part of your world and not scare anyone."

Several ponies exchanged glances, while others murmured to each other. Lazarus turned his attention to the foals again and smiled.

"Now, who wants to go for a ride?" He asked, lowering himself to the ground.

"Are you going to run fast?" Jetstream asked, hovering in place.

"Oh, we're not running."

"Then what are ya doin'?" Apple Bloom asked, carefully climbing up.

"We're flying."

"Flyin'?"

After they were all settled, Lazarus lifted himself and left the ground. Several adult pegasi followed, acting as spotters for the foals. The dragon didn't fly very fast, but he did keep a reasonable speed. They made a few laps around Ponyville, before landing back at Town Square. After Lazarus was laying on the ground, the adult pegasi helped the foals, who couldn't fly, get down. 

"That. Was. Awesome!" Jetstream whinnied, "Could you go faster next time?"

"Maybe." Lazarus replied, looking at the group of smiling and excited foals, "But, I don't know when next time will be. There are always other things in the way." 

The sun was getting low in the sky and Twilight still had to get the gems to her castle. 

"Lazarus," Twilight said, wrapping the crate in her magic, "we still have stuff to do."

Looking at her, Lazarus nodded.

"Very well." Lazarus sighed, looking back at the foals, "I have to go, children. But, maybe, we can have fun some other time. Good-bye."

With that, Lazarus and Twilight left and everypony else went home. The castle wasn't too far away and that was good, because Twilight wanted to get those gems somewhere safe, fast. It made her feel uncomfortable, carrying such power in a small wooden box that anyone could open. But, she quickly pushed the feeling out of her mind and distracted herself with a conversation.

"You're really good with kids." Twilight said, grinning at the dragon.

"There are some things you never forget." Lazarus replied, "Even after a few thousand years."

Twilight felt sorry for Lazarus, because of what had happened. She never saw the memory that showed what happened to his family. But she knew enough to know that she didn't need to ask. 

"What were their names?" Twilight asked, trying to be supportive.

Lazarus stopped walking and gazed down at her, his eyes fading to orange again.

"My sons were, Damian and Hector." The dragon moaned, recalling their faces, "My daughter was, Quinn."

"And your mate?"

"Saleen. And, if you wish, you may call her my wife, instead. You don't have to use 'mate' all the time."

They smiled at each other as the castle came into view. The sun had set completely and the sky was filled with shimmering stars. The moon hung high and bathed the castle in a mysterious light. It was quiet and peaceful, perfect for flying. And flying was something Lazarus liked to do during nights like this. 

"I'm going to put this somewhere safe, as soon as possible." Twilight said, opening the door to the castle and levitating the box beside her, "Thanks for walking me home."

"And thank you for helping me with the other ponies." The dragon replied as his eyes faded back to white, "If it wasn't for you, they would still be hiding from me. But they're still a little afraid of me, I know that."

"Give them time. After the way you behaved around the foals today, I'm sure they'll warm up to you."

With that, they bid each other good-night and went their separate ways. Lazarus took to the air and sailed towards the Everfree Forest, keeping a watchful eye for anything out of place. Twilight went inside her castle and trotted to her library. She placed the crate next to her center table and looked around.

"It wouldn't hurt to have another look, would it?" Twilight said to herself, slowly lifting the lid.

The crate was halfway open, before she quickly closed it again. 

Slam!

The lid slammed hard and Twilight shook her head.

"No! Bad idea!" Twilight scolded, cursing her curiosity, "It'll cause huge problems if I do that!"

"What'll cause huge problems?" A voice asked, coming from the library door.

Twilight quickly pivoted on her hind legs and spread her wings as far as they could reach. In the doorway, Starlight Glimmer looked curiously at the princess. 

"Oh! Er... Good evening, Starlight." Twilight stammered, keeping her wings spread wide, "Did I wake you? I'm sorry."

"I heard a loud sound come from in here." Starlight replied, stepping into the room, "Are you alright?"

"Yup. I'm good."

Starlight stopped and looked at Twilight's outstretched wings. 

"What are you hiding behind you?" She asked, trying to look around the wings.

"Nothing." Twilight lied as guilt formed on her muzzle.

Starlight raised an eyebrow, catching onto the lie. Twilight's expression changed to defeat as she realized that she had been cornered. She folded her wings and revealed the crate. Starlight was confused for a moment, until Twilight reopened it.

"Oh, sweet Celestia!" She gasped, staring at the two gems, "Are those..."

"Yeah." Twilight sighed, closing the lid again and looking at her, "And I need to hide them, but I don't know where."

"I might have a few ideas."

They exchanged looks, before Twilight could think of a response to the sudden answer to her problem.

"We can talk about it in the morning." Twilight said, after finding the proper words, "Maybe we could get our friends to help."

Starlight agreed and left the library, followed by Twilight. Before leaving, however, Twilight looked back at the crate and felt a small shiver run through her.

"Hopefully, we'll find someplace secluded and difficult to get to."

With that, she went to her room and fell into her bed, drifting peacefully to sleep.            

   

  
> Chapter 16: Alliance
> --------------------------------------------------------------------------

Chrysalis journeyed to a far away land, with twenty of her best soldiers. The land was dark and grim, showing signs of unforgiving dangers. It was a place that could only be described as a nightmare. To most, this place didn't have a name. But there are some who call it, "The Dead Barrens." It was home to some of the most fearsome creatures in the world. There were only a few who traveled to the Dead Barrens and returned with their lives.   

"Your Majesty?" A Changeling asked, "What are you planning on finding out here?"

Chrysalis kept her eyes forward, but still replied to her subject's question.

"We are looking for some help." She answered, "Preferably, something that can deal with that dragon General Hornet showed me."

"But, aren't our Iron Jaws enough?" 

Chrysalis rolled her eyes at the Changeling's oblivious nature. She began to wonder how he had managed to become one of her best. But decided to answer her subject's simple minded question.

"Of course, my dear idiot." She groaned, "But I want to make quick work of him and the ponies. Some Iron Jaws will be used against the dragon, yes. However, I believe in fighting fire with fire."

They continued their journey, until the sky above them darkened. Large black clouds rolled over head and strange blue lightning flashed. The wind began to pick up and rain poured from above.

CRACK! BOOM!

A bolt of lightning struck very close to Chrysalis and her little group, causing them to stop and shield their eyes.

Whump!

Chrysalis opened her eyes again, after feeling the ground shudder. Before them stood a big insect-like creature, with ten eyes. It was hideous and looked at them, the same way a starving animal would. It slowly advanced towards the group as a strange ooze seeped from it's mouth. 

Swiftly, Chrysalis drew her sword and was about to strike, but stopped when something appeared in the corner of her eye.

GRRRRRRRAAAAAAAA!!!!! Chomp!

EEEEEEEECH!!!

Before the insect creature could attack the Changelings, a giant dark grey dragon swooped down from the clouds and bit down on it. It wasn't much of a battle, because the dragon crushed it's prey and ate it. 

Slightly bewildered by what just happened in front of her, Chrysalis studied the dragon. It had black claws, a long neck, slit yellow eyes, large wings, a spiked tail, and a crestless head. As it chewed the bug-beast, Chrysalis could also see the sharp curved teeth that shredded flesh with ease. 

The dragon finished it's meal and looked down at the group. 

"Are you waiting your turn?" The dragon asked in a low masculine voice, "If so, please make it entertaining. I like it when my food fights back."

The dragon approached them, causing Chrysalis' guards to back away. But, Chrysalis, herself, stood her ground and put her sword back in it's sheath. The dragon stopped and lowered his head down to her.

"Either you're very brave or very stupid." The dragon rumbled, "That's why you're not running away, yes?" 

Chrysalis smirked at him, not yielding to his intimidating size. 

"You're not going to eat me." Chrysalis said, feeling confident that she could persuade this brute into helping her.

"Is that right?" The dragon replied, "What makes you so sure?"

"Because I can offer you so much treasure, that you won't have to scavenge and hunt like a common animal."

The dragon raised an eyebrow, which told Chrysalis that she had some of his attention.

"Do you think I'm a petty creature that needs help from puny insects?!" The dragon growled, sounding slightly insulted, "I am a Dragon Lord and I'm more than capable of providing for myself!"

"How fitting." Chrysalis chuckled, "A Royal in the audience of another Royal. Or, at least, a fallen Royal."

"How dare you mock me, bug!"

"I'm not mocking you, my large lizard. I'm telling you what I see. However, I'm beginning to wonder how someone like you managed to lose such a title."

"I never lost that title! I lost the respect of my subjects when some of them decided to abandon the rest of us. Their leader even had the nerve to call himself their king."

Chrysalis' horn lit up and a throne appeared. She took a seat and propped her sword against it.

"I'm rather... interested in knowing more about you." She said as a challis filled with a green liquid appeared on the arm of her throne, "I sense it's a tale that might be worth my time."

"Do I look like a story teller?" The dragon hissed, "I don't have the patience to entertain you, nor have I satisfied my appetite."

"I can fix that."

Chrysalis' horn glowed brighter and a pile of treasure appeared between her and the dragon. The dragon looked at the pile and began to salivate. It was a mixture of gold, silver, and various gems. 

Chomp!

The dragon drove his head into the pile and shoveled as much treasure into his mouth as he could hold. Shortly after, the pile had been completely devoured and a smile fit for a nightmare appeared on the dragon's face.

"If you wish for more," Chrysalis grinned, "tell me about yourself."

The dragon looked back at her with satisfaction and nodded. 

"Six thousand plus years ago, I overthrew the Dragon Lord who lead us." The dragon began, "He was weak and soft, not to mention, he lacked vision. He believed in being friends with other lands and sharing our riches with them. It was something that had been going on for many years. And it was something that many dragons didn't like doing, myself included."

"What did you do?"

"I challenged him to single combat and killed him. One of my best fights, even though it was one of the quickest. We weren't the same species, but we were the same size. It was disappointing how fast he fell. All it took was one claw strike to the throat and another stab into the heart. Anyway, after the battle, I became the leader and told the others that we should be storing our treasure, not openly giving it away and giving other lands a reason to invade. True, we were dragons, but there were some that would do anything to get it."

"I take it, you had some followers in your vision?"

"Yes, almost every other species agreed with me."

A dark look appeared in the dragon's yellow eyes as a memory entered his mind.

"Every other species, except the 'Healing' Dragons. Weaklings, the lot of them."

"What is a Healing Dragon?" 

"They were the dragons who could heal, fly, make gems, and revive the dead. All by using magic. They kept to themselves most of the time, but they were in charge of providing most of our treasure. So, naturally, they were called upon a lot. But after I defeated the Dragon Lord, who was a Healing Dragon himself, they refused to make anymore gems. Said, it was unfair that we kept the treasure for ourselves, while others might've needed it. I wasn't too surprised when I went to one of their caves and found it empty."

Chrysalis took a sip from her drink and raised an eyebrow at him.

"Are there anymore Healing Dragons?" She asked, looking at the dragon with interest.

"I doubt it." The dragon replied, "After we tracked them down, we wiped them out. I gave their king a chance to return home and continue their daily lives, but he refused. It was a shame too. Because after they were gone and we began to die out from old age and other natural causes."

"Then how is it that you managed to survive this long?"

"I ate some kind of enchanted jewel, that I took from one of the Healing Dragons. I'll admit, it wasn't the tastiest jewel, but it has kept me alive. I'm most likely the oldest being in the world."

"Interesting. Now, this Healing Dragon King, did he have a name?"

"I think they called him, Lazarus. But I could be wrong, I never paid attention to the names of weaklings."

Clink, clank!

Chrysalis dropped her challis and stared back at the dragon with wide eyes. She had heard that name before, from a recent memory. 

"Did you just say, Lazarus?" She asked, getting up from her throne.

"Yes." The dragon replied, "Why?"

Chrysalis answered by showing the dragon the memory. The orb glowed and the memory danced as the fight within took place. Once the dragon heard Lazarus' name, Chrysalis could see the fire burning in his eyes. 

"This is a lie!" The dragon protested, "Their all dead and gone! I made sure of that!"

"I can assure you, this is no lie." She replied as the memory faded away, "This memory belongs to one of my generals and that dragon lives among the ponies of Equestria. That is why I am here, looking for someone who could dispose of him."

"If what you say is true, then we must act immediately."

"As much as I would like to, I can't, because the time isn't right. The ponies may appear to be weak, but trust me, they're very capable of defending themselves."

The dragon went silent as he began to think. 

"Then what do you intend to do in the meantime?" The dragon asked, after a moment.

"For now," Chrysalis began, "we wait and watch their movements."

"And how are you at doing that?"

"Very good, because we hide in plain sight."

"I hate to break it to you, but your very easy to spot in a crowd."

"Not if we do this."

Green flames erupted around Chrysalis as she began to transform. Her wings twisted and grew dark blue feathers, her skin was covered with a dark blue coat, her hair flowed and shimmered like a night sky, and on her flank was a black blotch with a crescent moon. 

"What do you think of me now?" A false Princess Luna asked menacingly.

The dragon appeared to be impressed by her magic trick. After seeing what she could do, the dragon raised his head and shot a ball of lightning into the black storm clouds. 

Cra-BOOM!

The ball exploded and the clouds faded away as quickly as they had appeared. After the last of the clouds were gone, the dragon looked back at the fake alicorn and grinned. 

"It seems we both have surprises." The fake princess said, before changing back into Chrysalis, "Two more questions. First, what kind of dragon are you? And second, what is your name?"

"I'm a Reaper Dragon and my name is, Stag." The dragon replied, "Now, tell me more about these riches."

"Does this mean we could be allies?"

"As long as you promise to give me every last bit of treasure, I'll help you. I was almost tempted to do it for nothing, upon hearing that there is one Healing Dragon still alive."

"Then we have a deal. You can have their riches and I'll have their country." 

"Agreed."

With that, Chrysalis lead her group back home, with Stag following behind them.              

       



     
> Chapter 17: Thousand Year Reunion
> --------------------------------------------------------------------------

"Can this night get any better?" Lazarus asked himself as he flew above some clouds.

It was a cool night, with only the faintest of sounds. From where he was, Lazarus was close enough to the ground to hear trouble, but high enough to not disturb any sleeping animals. However, tonight was one of the few nights where danger was nowhere to be found. Slowly, his eyes lifted from the ground and looked to moon. Bathed in moonlight, Lazarus felt at peace, because it reminded him of himself when he was the biggest light amongst others. It also made him feel empty inside. However, that was for two reasons. The first was because he believed that when he had lead the Healing Dragons to safety, he lead them to their end. And so, he partially blamed himself and lived with regret. The second reason was because he once watched someone that he cared about turn into a monster and be sent there. 

"Hello, Lazarus." A voice greeted, breaking the silence.

Lazarus snapped out of his thoughts and dove for the forest. He gently landed in a big clearing and scanned the area, looking for whoever spoke his name. 

"'tis been a long time." The voice said, making Lazarus cautiously moved forward.

"Yes." The dragon replied, suddenly recognizing the voice, "But I thought you were more open to conversation than hiding. Or are you playing a game?"

"Why not make it a game?"

"Alright, but you know I'll win."

"We shall see."     

Lazarus relaxed and listened carefully for anything that might give him a clue as to where to go. 

Rustle, rustle!

He heard the sound of something moving behind some bushes and crept forward. 

Sniff! Sniff!

"No cheating." The voice chimed in a sing-song manner.

"You never said the rules, so I'm technically not cheating." Lazarus chuckled.

Rustle!

Almost as quiet and as slow as a turtle, Lazarus crept towards the bush. Then he changed directions and walked along the treeline.

"Giving up so soon?" The voice playfully mocked, "Aw. I was just beginning to have fun. Guess I win."

"Not quite."

Looking at a different shrub, Lazarus used his tail to reach into the bush from before and captured his unsuspecting opponent.

"AAAHHH!!!" The voice cried, "Snake!"

Feeling his tail wrap around something, Lazarus gently tugged.

"Get it off! Get it off!" A startled Princess Luna shrieked as she was pulled from her hiding place.

"Ha, ha, ha, ha!" Lazarus laughed, holding her as she began to relax, "You should have seen yourself! Hahahaha!"

"That is not amusing, Lazarus!"

"Oh, come on, even you have to laugh at that."

"No! 'twas not amusing a thousand years ago and 'tis still not amusing now!"

"A thousand years and you still talk like that? Come on, you can give it up now. If memory serves me correctly, wasn't it you who spoke so unprofessionally and laughed at the simplest things?"

"That was a long time ago. I have matured since then."

"Oh, really? Then you won't laugh if I do this?"

The tip of his tail went under her wing and began assaulting her side gently. The Princess of the Night wriggled and twisted as the dragon lightly tickled her. Luna did her best to keep a straight, formal expression, but it was a losing battle. Shortly after, tears began to form in her eyes and a stifled smile appeared on her muzzle. 

"Hmhmhm." She giggled, which escaladed quickly, "Hehehehe! Hahahahahaha! Alright, you win! You win! Just stop, before I hurt myself! Ha, ha, ha, ha!"

Lazarus stopped his assault and set her on the ground. 

"A thousand years and your laugh still brings a light to my heart." The dragon smiled as his eyes faded to blue and lowered his head. 

"It's so good to see you again, my old friend." Luna chimed, running a hoof along his snout and speaking casually.

There were some secrets that Lazarus kept locked away in his mind. They were too valuable to just dismiss and make jewels out of them. One such secret, both him and Luna had actually known each other, long before the banishment of Nightmare Moon. Granted, his family was a very valuable memory, but they were no secret. The only reason that this was a secret, was because Luna had asked Lazarus to keep it a secret. 

At the time, she believed that if anyone found out about Lazarus, they would either be frightened by him or she would be humiliated by her sister and subjects. However, Lazarus was sometimes the only one that Luna could talk to. There were times that she wanted to tell Celestia about him, but her fears and suspicions would get the better of her. Plus, it felt nice to have a friend that had shadows hiding in their mind. The difference was, Lazarus managed to keep his shadows under control, while Luna's consumed her. And that was something that Luna regretted. Of course, Luna managed to forgive herself, after she helped defeat the Tantibos. 

"It's good to see you too." Lazarus smiled as Luna hugged his snout, "I've missed you."

Luna released her hold and smiled back at him.

"How have you been?" She asked, "I'm sure after a thousand years, you've had some adventures."

"Actually, no." Lazarus sighed, remembering some of the past, "After...what happened to you, I retreated into the forest and hid myself."

Luna cocked her head as confusion entered her mind.

"Why? What happened, wasn't your fault."

"No, it wasn't. But I should've sensed the change in you when your spirit was replaced with something else. It was a hard thing to do, staying away and watching you from afar. It was an even harder thing to do when you turned into that..."

"Monster?"

Lazarus closed his eyes and turned his head away from Luna, trying to avoid the pain the word carried.

"Ironic, isn't it?" He rumbled lightly, "A monster trying to avoid the term 'monster' from someone who doesn't deserve such a title."

"You are no monster, Lazarus." Luna countered, "I looked into Princess Twilight's dreams and saw you playing with some foals, who didn't seem afraid of you. She's also how I managed to find out that you were still about and well."

"Funny, I would've thought your sister might've mentioned me."

"She did say something about meeting a dragon recently, but I never would've realized that it was you that she was talking about."

Lazarus opened his eyes again and looked back at her.

"What else did she say?" He asked, "About me, I mean."

"Well, she mentioned that she met you before," Luna replied, "but she never said when. Why?"

Lazarus rose to his normal stance and looked down at her, before going into thought. After a while, Lazarus smiled and raised an eyebrow.

"I'll tell you what." He beamed, "Let's play a game. If I win, you have to tell Celestia the truth about us."

"I can't do that!" Luna exclaimed, "What if she loses trust in me?"

"She won't, because I'll be right there with you. I'll help you explain everything, as long as you remain truthful. Plus, it's something that can't stay hidden forever."

Luna paused and thought for a moment. She still feared what might happen if it was revealed that she was friends with a dragon. However, since Lazarus had made himself known in Ponyville, it was only a matter of time until all of Equestria knew about him.

"Alright." Luna grinned, after a while, "But if I win, then you have to tell me about one of your best moments, while I was gone."

"Are you sure? Some things are harder to believe than others."

"True. But I know that you have the ability to prove such things. For example, your memory gems."

Lazarus could see that it was a fair arrangement. But felt hesitant in sharing possible life-changing information. 

"Very well, Luna." The dragon agreed, "Let's play, Shadow Dance. I'm sure you remember how to play."

"Remember?" Luna beamed excitedly at him, "How could I forget? It used to be my favorite game!"

"First one to my cave, wins."

"I'll see you there."

And with that, Luna shot into the darkened forest, followed by Lazarus. Shadow Dance was a game that they both invented and enjoyed. The point of the game was to move from one shadow to another until someone reached the end, which was whatever their destination happened to be. However, whenever someone had to jump between shadows, they would have to spin or roll, in order to make it count. Otherwise, they would have to go back to the previous shadow and try again. 

It was a fun game, because it amused them whenever the other would make a mistake. For Lazarus, it was difficult because of his size. So, to fix that problem, he would stay in the shadows of larger trees. Luna, also, had a flaw. Since she could go faster than Lazarus, she would sometimes be going faster than she could react to her own movements. She fixed that problem by planning her next movement long before she made it. However, she would still make a mistake, but it was still fun to try. 

Quickly, the two of them raced through the forest. They weren't far way from Lazarus' cave, but it was far enough to make it an interesting game. After a while, Luna reached the mouth of the cave and cheered victoriously.

"Ha, ha! Victory is mine!" She said as she pranced in circles.

Lazarus emerged from the forest and smiled at her.

"Alright, alright." Lazarus murmured, "Let's go inside and I'll make you some black leaf tea. If memory serves me correctly, that was your favorite whenever you came to visit me."

Luna smiled at him and entered the cave. Lazarus looked over the forest once more, before entering the cave as well. As they walked along, Luna's horn lit up and illuminated the cave's corridor. Above them, she saw a small figure hanging from the ceiling. Upon focusing on what it was, she realized that it was a small bat, barely a few weeks old. The bat stared down at her as they passed by it. 

"I don't remember you having bats in your cave, Lazarus." The princess whispered, trying not to disturb any other bats, if they were around.

"Actually," Lazarus explained, "They're relatively new, same as the crows you might see around the forest. They help me by keeping watch on certain parts of the forest, whenever I'm somewhere else in the Everfree. And as a way of showing my gratitude, I let them live here. The crows, however, wished to stay in the trees."

"So, you've kept busy?"

"Yes. Someone's got to keep this forest safe from danger and make sure that no one gets hurt if they get lost."

They entered the jewel chamber and Luna made herself comfortable on a sturdy rock shelf. Lazarus made a blue fire and used his magic to create a crystal teapot and a cup. The end of his tail was small enough to pick up pony-sized objects, so he used it to take the teapot and fill it with water, from the shimmering pool. Next to the wall, was a black bush with some moist leaves growing on it. Using only the tips of his claws, Lazarus cut five leaves off and put them into the pot, before bringing the teapot over the fire. 

As he made the tea, Luna marveled at how well he managed to be gentle, considering his large form. After a moment of waiting, the water in the pot bubbled lightly and Lazarus poured it into the cup. Luna used her magic to take hold of the cup and bring it to her lips. 

"Mmmm." Luna moaned in satisfaction, "Just as I remember it. Perfect."

Lazarus smiled as he watched her drink the warm and sweet beverage.

"Not bad, for a dragon who's over six thousand years old." He beamed.

Luna finished her drink and looked around at the memory jewels. Lazarus knew that she was selecting her prize for winning. The only one that Lazarus didn't what her to see was...

"That one." Luna said, pointing at a memory that contained Celestia, "I choose that one."

Lazarus looked at the jewel in question and felt his heart skip a beat. It was the same memory that he had shown Fluttershy only a few days ago. The only memory that held Celestia's image in it. And the one memory that might break Luna's heart. 

"Er... Why not pick a different one?" Lazarus countered, "Maybe, there's something else you want to see."

"No." Luna said, "That memoey shows my sister. Which means, you've met her before. I personally believe that this is what she was talking about. And I want to know how you two met."

Lazarus winced, before sighing in defeat and grabbing the jewel. His eyes faded to white as he rolled the jewel in his claws.

"Before I show you this, Luna." Lazarus said, looking back at her, "There is something you should know."

Luna stood up and looked at her oldest friend. Something about his expression told her that something wasn't right.

"After I lost my family," Lazarus began, "I always thought I'd never have a family ever again. I feared that happiness was taken away from me forever and that I'd live for nothing. Until, I met you."

"What are friends for?"

"Exactly, but whenever I look at you or Celestia, I don't see you as my friends."

Luna took a step back and bumped into the wall. She braced herself for something that might be heartbreaking. However, the next thing Lazarus said, nearly made her jump off the shelf and onto his head.

"Instead, I see you as my daughters."

A still silence filled the chamber as Luna stared at Lazarus with wide eyes. It certainly wasn't what she was expecting to hear, but she could see how he managed to feel that way.

"When you were changing into Nightmare Moon, I felt like I had failed you and your sister. All because I wasn't around as much as I should've, when you needed me."

Lazarus turned towards the pool and looked at his reflection. Luna flew off of her shelf and landed next to him, before wrapping her front hooves around his free arm.

"It wasn't your fault, Lazarus." Luna stifled, "I let my jealousy get the better of me and turned into that...thing."

"Even so," Lazarus continued, "after you were sent to the moon, I was willing to risk my life in order to save Celestia."

Luna released her hold and looked up at him with worried eyes.

"S-save her from what?"

"From this."

Lazarus tossed the jewel into the water and watched it transform. As the memory played, he watched Luna's reaction. When it reached the point where Celestia had collapsed on the ground, Luna broke down into tears. Instinctively, Lazarus wrapped his tail around the dark alicorn and held her tenderly. After a moment, Luna looked back at the memory, in time to see that Lazarus was telling Celestia about what could happen if she didn't return to the land of the living. As it continued, Luna's tears slowed as she watched the memory change from a starry plain to a broken castle and saw life return to her sister.

The memory faded away after they saw Lazarus' vision blur and crash to the ground.

"You were running to stop her from banishing me, weren't you." Luna sniffed as Lazarus reached into the water and retrieved the jewel.

"No." Lazarus replied, "I was running, because I believed that if I intervened, you two might've found a better solution."

"Why didn't you fly?"

"Because part of me knew what was going to happen and chose to stay under the trees. That part of me wanted you to be punished for what you did."

Luna's expression changed to shock as the words entered her mind.

"After that, I couldn't bring myself to look at the moon the same way I used to." The dragon sighed as a single tear rolled down his face, "Can you forgive me for not being there when you needed me?"

Luna released herself from his tail and flew up to the top of his head and landed on him. Laying comfortably, Luna planted a kiss on his head and used her magic to wipe away the tear.

"I forgive you." She smiled, "And do you want to hear something intriguing?"

"What?"

"I love you as much as any daughter would love her father."

"I love you too, Luna."

With that, the pair of them shared a moment of silent embrace. Until Lazarus looked to the entrance of his cave and saw sunlight shining off the wall.

"Alright." Lazarus said, "Let's get you home. I'll take you there."

"But aren't you afraid of being spotted?" 

"No, I'm sure that some ponies in Ponyville probably started spreading word about me. If not, then I have you to help keep them calm. Besides, you look too tired to fly all the way to... What's the name?"

"Canterlot."

"Thank you. Now, hang on."

Lazarus lifted himself off the cave floor and ascended into the air, before surging forward and out of the cave. He adjusted his course and sailed through the morning light towards Canterlot.

 

  
             



   

> Chapter 18: Sunlight Above, Darkness Below
> --------------------------------------------------------------------------

It was late afternoon as Starlight lead Twilight and her friends to a place that she believed, would be a good hiding place for the two gems. 

"Are you sure about this, darling?" Rarity asked, sporting one of her new outfits, "The last few places we tried didn't appear to be very secure."

They had spent most of the day wandering around Ponyville, looking for suitable locations. But almost everywhere they went, they either found it to be too easy to find, or too easy to access. However, there was one more place left to try. And only Starlight knew about it.

"It's worth looking." Starlight replied, "If it doesn't work out, then we could ask Lazarus. Maybe, he could give us some suggestions."

"But he asked us to hide them." Twilight said, "We can't let him down."

"I said, if." 

Twilight rolled her eyes and followed behind Starlight, with the crate in tow. Twilight still didn't feel comfortable carrying the gems in her magic. The feeling of their magic frightened her more than her fear of failure. Thankfully, she had her friends around her. Having them around, made her feel less afraid and more confident about resisting the power of the gems.

"Rarity, why are ya wearin' that?" Applejack asked, looking at her friend's attire.

Rarity's outfit consisted of a violet silk blouse and skirt, that covered the upper part of her hind legs, jewel encrusted shoulderpads and chest piece, and a little silver ribbon that tied back her mane. However, the most interesting parts of her outfit were the sword and knife that she kept at her sides. They were the same sword and knife that she had acquired, after they had met the Changeling hunting party.

"I wanted to try something a little different." Rarity replied, using her magic to grasp the weapons, "Look, I even made an improvement, or two." 

Pulling them free from their sheaths, Rarity presented them. The hilt and handle of the sword was lined with polished silver and wrapped in a special and rare fabric, while the blade had been polished so much, she was able to use it as a mirror as well as a weapon. However, her knife hadn't changed much. The only difference on it, was a symbol that had been etched onto the hilt, which was her cutie mark.

"Do ya even know how to use those, Rarity?" Applejack asked, looking at her reflection on the sword's blade.

"Who cares if she knows how to use them?" Rainbow Dash chimed, admiring her friend's appearance, "She looks awesome! Almost like some kind of rich monster huntress, or something."

"Well," Rarity began, returning the weapons to their sheaths, "monster huntress wasn't what I was aiming for, but I'm happy you like it. If you want, I could make an outfit for you as well, Rainbow Dash."

"Are you pulling my wings? I can't wear that. It doesn't look very aerodynamic and I can't really hold a sword, unless I'm using my mouth. Trust me, I tried it once and the sword hurt my teeth."

"I never said it had to be a dress. And I never said you had to have a sword, either."

"What do you mean?"

While Rarity and Rainbow Dash discussed about the possible outfit, Applejack slowed down and walked next to Fluttershy and Pinkie Pie. She didn't want to hear about their odd ideas that involved various garments, accents, and anything else that had to do with Rainbow's "adventurer/warrior/athlete" outfit.   

"I miss my party cannon." Pinkie Pie sighed as they approached Applejack, "I wish I knew where we left it, so I could bring it home and fix it."

"Don't worry, Pinkie." Fluttershy said, "Maybe, when we're all done with hiding the gems, we could talk to Lazarus. He might be able to help you find it."

"Do you think so?"

"I'm sure if you asked him nicely, he'd be happy to help."

Catching onto the conversation, Applejack decided to join.

"Yeah, Pinkie." Applejack agreed, "Ya can almost bet that he'll help ya."

Pinkie smiled at her friends and nodded.

"Or, maybe I could jump back a few chapters." She beamed.

"What?" Fluttershy asked, raising an eyebrow in confusion.

"Never mind."

Before they could ask what she meant, Pinkie sped up and joined Spike, who was following behind Twilight. Fluttershy and Applejack exchanged looks, before shaking their heads and smiling. Then Fluttershy went quiet as she began to think, only to be pulled out of her thoughts by Applejack.

"What are ya thinkin' about, Sugarcube?" She asked, seeing that something was bothering the yellow pegasus.

"Oh, Applejack." Fluttershy murmured, "I'm worried."

"What about?"

"Lazarus. After he showed us that dream of the other dragon, something's been bothering me."

"What?"

"Do you remember the city in the dream?"

"Yeah. Why?"

"I don't know about you, but it looked an awful lot like Canterlot."

Applejack put a hoof under her chin and thought back to the reflection of the dream. She thought back to the shape of the structures and the cobblestone streets. Every detail that entered her mind, showed that it was Canterlot in the dream.

"I know that we're hoping that it's only a dream." Fluttershy continued, "But, what if it's not? What if it actually was a vision?"

"Fluttershy, in truth, I don't rightly know what it was." Applejack replied, "But if that's the case, then we've probably got two problems to deal with."

"Are you talking about the Changelings?"

"Yeah."

Both ponies exchanged expressions and decided to change subjects. They knew that if they kept talking about it, then they would worry and start to thinking about the ways that it might end, should they have to face a dragon and a Changeling army.

"Let's talk about somethin' else." Applejack said, "How's Angel?"

"He's fine."

While they were thinking of more positive subjects, Starlight lead the group into an old cave. The cave looked too small for a dragon, but big enough to explore. It was a place that Starlight had been hiding when she was spying on Twilight and her friends. Granted, since she now lived in the castle with Twilight and had no further use for the cave, there was no point in coming back. However, Starlight did come back to it occasionally. Most of her deep thinking was done in this cave and some of her old possessions were kept here. But the best part about it, was the fact that this cave branched off to others. It was like walking around in an underground maze.

"This place is so awesome!" Pinkie exclaimed, sending an echo through the various tunnels.

"I'm glad you like it," Starlight smiled, "because this is the only place left that's close enough to Ponyville to keep an eye on it and difficult enough to make anypony think before they even try to enter the main chamber."

"It almost looks like a Diamond Dog mine." Rainbow commented, after her and Rarity finished talking about her future outfit.

"Don't worry about them. They cleared out of here as soon as they saw me. Must not like ponies very much."

"Actually, you might have Rarity to thank for that."

They looked back at Rarity, who only adjusted her mane and smiled. 

"Now, that's a story I want to hear." Starlight grinned, curious to know how she managed to deal with Diamond Dogs.

"And I'll gladly tell you, darling." Rarity chimed, "After we're out of this cave, of course."

As they went deeper into the tunnels, the light faded away. Twilight, Starlight, and Rarity all lit up their horns, allowing them to see where they were going. 

"Are ya sure ya know where yer goin'?" Applejack asked from the back of the group.

"Yeah." Starlight reassured, "We're not far now. Just another right, another left, and you'll see my favorite and most secured part of this place."

Sure enough, two turns later, they entered a chamber that was massive. Where they stood was an outcropping that allowed them to look up at a crack of sunlight in the ceiling and down into the dark abyss below. 

"How far down is it?" Rainbow asked as she got ready to dive into the darkness to get her answer, but stopped when she felt something pull her tail.

Looking behind her, Rainbow Dash saw that her tail was wrapped in Rarity's magic and received a glare from her friend. Rainbow smiled nervously and landed on the outcropping with them, before kicking a stone into the abyss.

Waiting patiently, they listened for the sound of an impact.

Clunk! Sploosh!

Nearly seven seconds passed before they heard the sound of the stone hitting the bottom. The sound made everypony back away from the edge as they realized how far down it had fallen. Then looking back up, Starlight spotted what she was looking for. 

"Up there." She said, pointing a hoof at what she wanted them to see, "We'll be able to put the gems on that."

Everypony looked up and saw on the ceiling, next to the crack, was a pulley with a small platform hanging under it and another outcropping. A path, connecting their outcropping to the one above it, had been carved into the rock wall, letting them reach the outcropping with ease. Once they had reach it, they saw what appeared to be a small campsite. Most likely, where Starlight had decided to call home for several weeks. 

The platform was level with the outcropping as it was hung by the pulley. The rope, it was attached to, lead to a lightly rust covered crank wheel.

"So..." Spike began, "What's the plan here?"

"Well," Starlight replied, "if the rope and pulley still hold, one of us can ride it and put the gems under some of the rocks that are down there. But I'm pretty sure it'll hold, they've only been abandoned for a couple of months and they were used to bring heavy carts of gems to the top. Plus, they look like they're still in good shape."

"Down?"

"Down."

Everyone looked back into the darkness. As far as they knew, the only things down there was a small body of water and the bottom. 

"Can't somepony fly down?" Twilight asked, opening her wings slightly.

"No." Starlight countered, "With or without light, you're less likely to hurt yourself as badly, if you're walking. Trust me, I tried flying down there once, but I hit a wall anyway. And it hurt way more than it would've if I was walking."

"You flew down? How?"

"Self-levitation, remember."

"Oh. Right."

Twilight's cheeks turned bright red as she remembered Starlight "flying" around Cloudsdale, during their time-battle. Before she could recollect her thoughts, she felt the crate being tugged out of her magic's grasp. It wasn't a hard pull, but it was enough to make her jump slightly.

"I'll take them down, Twilight." Starlight said, wrapping the wooden box in her magic.

Twilight still hadn't let go of the crate and hesitated, before replying to Starlight's request.

"I-I don't know Starlight." Twilight stuttered, keeping a firm grip on the crate, "Do we know that it'll be safe? I mean, this used to be a Diamond Dog mine, what if they come back?"

"I know, because I've looked around these tunnels and found very few gems left in them. And considering the fact that they'll most likely stay away from Ponyville, thanks to Rarity and myself, I'm sure they'll look elsewhere for gems."

"B-but what if..."

The large cavern fell silent as everyone watched their alicorn friend begin to tremble. Starlight kept the crate in her magic, but Twilight still refused to let go. The only one that could actually see what was happening to Twilight, was Applejack. She could see that the gems had somehow frightened and fascinated Twilight. However, Applejack knew that if Twilight didn't let Starlight take them, then the power of the gems would get the better of her. 

"Twilight." Applejack cooed, stepping forward and placing a hoof on Twilight's shoulder for comfort.

Slowly, Twilight calmed down and released the crate. She had begun to slip into the shadows of her mind, but was pulled back when Applejack touched her and spoke her name. 

"You could come with me, if you want." Starlight said, levitating the crate onto the platform with her, "There's room for two, plus cargo."

Twilight thought the offer over, before looking back at Applejack with sad eyes.

"I can't do that, AJ." Twilight whispered, "I almost lost it, five seconds ago. Those things scare me."

"Don't ya worry none, Twi." Applejack replied, "I'll go down with Starlight and you won't have to deal with 'em."

"Thanks, Applejack."

Applejack gave a reassuring nod, before turning away from Twilight and towards the platform. 

"Hold on, Starlight." Applejack said, "I'll tag along."

Creeeeeeaaaaaak.

Stepping onto the wooden surface, Applejack heard the platform creak and felt it sway gently. It was old, but knowing a thing or two about structural strength, Applejack knew that it was still safe to use. The short walls that lined the edges, were cracked and worn from the various impacts of mining carts bumping and crashing into the sides of the platform. However, many of them looked mostly repaired. Then Applejack saw two short sliding doors, wrapped in Starlight's magic, close off the platform entrance. 

"Oh, before you go, I've got something that Applejack might be able to use" Pinkie Pie beamed, reaching into her mane and retrieving a headlamp.

She tossed it to Applejack, who caught it and wrapped it around her hat. Looking back at Starlight, Applejack nodded and turned on the headlamp. It wasn't a very bright light, but it was bright enough to allow them to see what would be in front of them.  

"Alright," Starlight said, "turn the wheel and we'll be on our way."

Getting through the guilt and self-pity for herself, Twilight wrapped the wheel in her magic and started turning it. The platform gave a small jerk, but slowly descended into the darkness with Starlight, Applejack, and the gems secured on it.

"Be careful." Fluttershy said, looking over the ledge and watching them, "It might be abandoned, but there could still be trouble down there."

"Don't worry, Fluttershy." Applejack said, looking back up at her as the rest of them watched the platform go down, "We shouldn't be gone too long."

After giving a wave, Applejack looked at Starlight with a concerned expression.

"We shouldn't be gone too long, right?" She asked in a hushed voice, knowing that Starlight was her guide.

"Actually..." Starlight replied, sounding hesitant, "I've only been down here once and that was only for a few seconds, before I flew back up."

Applejack's expression changed from concerned to annoyed as she realized that they might be in the darkness longer than she wanted to be. 

"How far down are we actually goin'?" Applejack asked as she looked back up at the outcropping that her friends were standing on.

"Um... Do you remember how high Canterlot Castle's tallest tower is?" Starlight asked.

"Yeah."

Starlight grinned nervously as Applejack's light shined on her. Then Applejack realized that the only light that they'll have at the bottom, will be from Starlight's horn and Pinkie's headlamp.

"We better not get lost down here, Starlight." Applejack warned as the darkness washed over them.           
      

     

            
> Chapter 19: A Mine, Or A Tomb?
> --------------------------------------------------------------------------

The platform descended further into the darkness of the abyss. Applejack watched as the sunlight from the ceiling slowly faded away, leaving Starlight's magic and her headlamp as the only light source. And the further down they went, the more concerned Applejack became. She was relying heavily on Starlight to help her find her way back to the platform, if they had to go a fair distance away from it. 

"How far did ya get before goin' back to the top again?" Applejack asked, trying to pass the time as they were lowered.

"I went as far as the light reached." Starlight replied, "Which wasn't all that far, really."

Then Starlight remembered something. It was probably something that she should've mentioned before getting on the platform.

"Darn it!" Starlight scolded, "I forgot to tell Twilight that I'll be signalling her with a magical flare when we're at the bottom and when we want to come back up."

"Can ya send her a message through your magic?"

"You mean a telepathy spell? That might work, hang on a sec."

Starlight went silent and closed her eyes, focusing a lot of her energy into sending a message to Twilight. A single sweat drop ran down her forehead, before she opened her eyes again.

"Whew!" Starlight exhaled, looking a little worn, "She got the message. But, let me tell you, telepathy spells aren't among the easiest spells to use."

Applejack grinned at her guide/friend. 

Th-thump! Clunk!

Shortly after, the platform touched down on the bottom. There was no light, no specific direction to go. The only things they could see were whatever their lights shined on. Sliding the doors open, Starlight stepped out of the their transport with the crate wrapped in her magic and shot a flare back up to their friends. Applejack followed close behind, looking from side to side and shining her light as far as it could reach. 

"I'm not sure," Applejack remarked, "but I get the feelin' that this cavern is actually bigger than it might be."

"What makes you say that?" Starlight asked, leading the way.

"Because our ride looks further away, than it was when we were lookin' at it from up there."

Starlight turned around and looked back at the platform, which was barely visible at the edge of their lights. 

"Don't worry, Applejack." Starlight reassured, sensing that her companion was concerned about getting lost, "If we follow our hoofprints back the way we came, then I'm sure we'll be able to get out of here."

Turning back around and walking a little further, they reached the wall of the abyss. Looking from one side to the other, Applejack searched for a hole or a dent that they'd be able to place the crate and cover it with rocks.

"I'm gonna head this way." Applejack said, pointing a hoof, "I'll keep my light on, so ya can see me. I wanna try to find somethin' to put that crate under or in."

Starlight nodded and turned away from Applejack, walking along the wall to find the same. Both ponies treaded carefully as they searched in the dark and damp cavern. After a few moments, Applejack did find an opening in the wall. However, it was not a dent in the rock, but it appeared to be a tunnel. But what caught her attention the most was the fact that this tunnel didn't appear to be made by mining tools. It looked as though something else had dug it. Something bigger than a Diamond Dog, but smaller than a medium sized dragon. 

"Hey, Starlight!" Applejack called, turning her head and spotting the glow of magic, "C'mere, I think I found somethin'."

The little light got brighter as Starlight approached her. The crate floated weightlessly behind her as she held it in her magic. 

"Wow." Starlight marveled as she saw the size of the opening, "Did the Diamond Dogs make this?"

"I don't think so." Applejack replied, lowering herself down and looking at some markings,  "These don't look like any tool marks that I've ever seen."

"Want to have a look?"

"Not really. There might be somethin' livin' in there."

"Applejack, the only ones down here are you and me. Plus, we still need a place to put these."

Starlight floated the crate between them, reminding Applejack why they were there in the first place.

"I'm sure Lazarus would approve of how hard we're trying to hide the gems." Starlight said, before walking forward and into the tunnel.

"The last time I heard somethin' like that," Applejack said under her breath and following Starlight, "he woke up and nearly tail-whipped me, Twilight, and Fluttershy."

The tunnel was big and never changed it's size as they walked through it. But as they walked, Applejack couldn't shake the feeling that they weren't alone. However, from the time they had arrived to now, there wasn't any reason to believe that there was anything else down there with them. 

Rumble. Rumble.

At least, until Applejack felt the ground lightly vibrate under her hooves, making her stop in her tracks and eyes widen.

"Did ya feel that?"

"Feel what?"

"The ground."

Starlight turned around and saw Applejack frozen like a statue. She faced Starlight as she bit her lip and her eyes darted around. Starlight, however, wasn't sure what was bothering her spelunking partner, but she knew that something had caused the farm pony to start trembling.

"Applejack." Starlight said softly, putting a hoof on Applejack's shoulder, "Take a deep breath and calm down."

Applejack breathed in through her nose and out through her mouth, until she had calmed down enough to think clearly.

"I-I felt the ground shake a little." Applejack explained, returning to a calm state of mind.

Starlight looked around at the walls, ceiling, and floor. She was searching for any weaknesses in the rock. Starlight didn't know a lot about mines, but she knew enough to know that if the ground shook, then it was a good idea to leave. However, the walls appeared to be sturdy and undamaged, as well as the ceiling. 

"It's alright." Starlight reassured, after she was certain that the tunnel wouldn't collapse on them, "The walls and ceiling still look strong. There's nothing to worry about."

Turning and continuing down the tunnel, they eventually reached another cavern. But this one was illuminated by several mushrooms and a pool that was in the center of the cave. On the ceiling were very few gems, far less than the amount of dents that surrounded them. However, something still didn't fit in the picture that occupied their minds.

"Does any of this look familiar to ya?" Applejack asked, switching off her light and allowing the mushrooms to glow brighter.

"Yeah." Starlight replied, looking up at the few shining lights that decorated the ceiling, "It almost reminds me of Lazarus' cave. This was probably a Healing Dragon's cave as well. But, why is it cut off from the main chamber?"

Setting the crate down and floating herself up, Starlight inspected the gems. All that remained in the ceiling were six and each one had an image in it. Carefully, she extracted each one and floated back down to the cave floor. Then Starlight turned towards the water and held a gem just above the surface.

"What are ya doin', Starlight?" Applejack asked, even though she already knew the answer, "We ain't got time for that."

"Aren't you a little curious about this?" Starlight replied, lowering the gem into the water and causing it to change, "I, for one, want to know more about what Healing Dragons were like."

"Why not ask Lazarus? I'm sure he'd tell ya."

"Applejack, every time we've asked, he's either gone silent or he changes his eyes to orange and gets sad. I can see the internal pain in him and that's something that hurts me as much as it hurts him."

Applejack didn't say anything more as her focus changed from Starlight to the pool. 





The pool showed several Healing Dragons celebrating and enjoying each other's company. The host of the memory sat and watched as some baby dragons wrestled and chased each other around the adults. 

"Korg?! My brother?!" A low voice called out, "Is that really you?!"

The host looked past several dragons and saw one who was waving to him. Korg, the host of the memory, raised a blue clawed hand and waved back.

"Hex!" Korg called back, before weaving his way through the celebration and reaching his brother, "I feared that you died in the caves."

"No, brother." Hex replied, giving his brother a dragon hug, "I was liberated and managed to escape the twisted land that used to be our home."

Korg's attention shifted from his brother to a green dragoness standing behind him.

"And who might you be?" He asked.

"I am Baya." She replied, "Your brother has told me so much about you, Korg. It is an honor to finally meet my brother-in-law."

"Brother-in-law?" 

Korg looked at his brother and saw that he appeared to be nervous.

"When did this happen?" Korg asked.

"We were married while we were imprisoned." Hex explained, "I wanted to find you and tell you, but I believed that you were killed by one of Dragon Lord Stag's soldiers, when you escaped."

Hex's eyes dropped to the ground as he thought. Then a baby dragon ran up to them and start dancing around Baya.

"Mother, come on!" The baby chimed, anxious about something, "The King and Queen are about to arrive."

Then the baby darted away and back into the crowd, with Baya following behind. They left Hex and Korg alone at the edge of the group of dragons. Korg looked back at Hex and saw a smile slowly form on his face.

"Clearly, we have much to discuss, brother." Korg said in a gravelly voice.

"We shall talk later." Hex replied, "For now, let us meet our liberators. I have always wanted to meet our great king."

"I have already met him. In fact, I am his most trusted advisor."

Hex stared in surprise at his brother and grinned.

"You are right, Korg. We have much to discuss."

With that, the two made their way to the center of the celebration.                    





The pool faded back to it's original form and Starlight looked at her own reflection. She still had the other five gems to watch and wanted to place another in the water. 

"They had celebrations." She said, looking at the other gems, "But why were they celebrating freedom? Weren't they free to begin with?"

"I'm sure ya can find out those answers later." Applejack said, placing a hoof on Starlight, "But for now, let's finish our job and go home."

"Good idea."

But before Starlight took a step away from the pool, another image caught her eye. This one appearing to be a creature of some kind.

"Now, what might you be?" She said under her breath and retrieving the first gem.

Looking over at Applejack and grinning, she floated the gem away from the rest.

"No, Starlight!" Applejack protested, "We've spent enough time down here."

"Oh come on, Applejack." Starlight argued, without raising her voice and making puppy dog eyes, "Just one more. Then, I promise, I'll save the others for later."

Applejack glared at her, before rolling her eyes and allowing Starlight to proceed with a gesture. 

Nodding and placing the gem in the water, Starlight and Applejack watched the pool change again.





"Crawl!" The voice of Korg called out, "Where are you?"

He was in his cave and looked from wall to wall. The dragon was searching for something, but didn't seem able to find it. 

GRRRRRAAAAHHHH!!!! 

Korg turned his head and focused on the open entrance to his cave, after hearing the roar of another dragon. But the roar didn't sound like a Healing Dragon's roar. 

Quickly, he resumed his search. 

"Crawl, I beg you, reveal yourself."

Then a small movement drew his attention to a pile of rocks on the far side of the cave. Korg approached it and looked behind them. On the other side was a black centipede that appeared to be the length of five full grown stallion. It had three glowing green eyes, fifty legs, curved red mandibles, small spikes running down it's back, and antennas that whipped around. 

"There you are."

The centipede had curled around itself and lifted it's head to look up at the dragon. 

"Don't worry." Korg said, "You will be safe as long as you stay here."

Then a blue clawed fist moved towards the centipede, before opening and dropping a gem. The centipede quickly caught the gem in mid-air and ate it.

"That gem will allow you to live peacefully, when I'm gone."

GRRRRRAAAAAHHHHH!!!!!

"Which, I fear, may arrive very soon."

Korg looked back at the entrance and watched as a grey winged dragon landed and entered. 

"Where are your king and queen hiding?!" The dragon boomed, surging forward and grabbing Korg by the neck, pinning him against a wall.

Wham!

"Ack!"

The winged dragon held up his free claws and pulled them back, getting ready to strike at his target.

"I am only going to ask once more." The dragon growled, "Where. Are they. Hiding?!"

Korg glanced over to the pile of rocks and saw his pet cowering in fear. Then he looked back at the dragon, who had intruded into his cave.

"I have seen the future." Korg said, looking up at the many gems that covered his ceiling, "And I shall tell you, that if you do not stop this madness, you shall fall in battle."

"Ha!" The dragon grinned menacingly, "Clearly, you have forgotten how I became the Dragon Lord. Nothing can best me."

"Are you certain of that? Do you actually believe that if you continue this war, my kind will live under your rule?"

"Maybe not you. But your children will have no choice in the matter."

"They will avenge their parents, once they have come of age and strength."

"Not if I break their spirits first."

"It would be a waste of time if you tried. Healing Dragons have the strongest spirits that any dragon could have. It is almost impossible to break them. A coward, like you, would die long before seeing the day a Healing Dragon's spirit broken."

Shinkt!

RRRAAARRRHHH!!

Korg let out a painful scream as the claws shot forward and into his chest. 

"Then I shall kill every last Healing Dragon," The dragon hissed, "until all that remains of your kind are twisted and charred bodies."

Looking down at his chest, Korg watched as the dragon pulled his claws free. Turning away and leaving, the winged dragon struck the opening and caused it to collapse. The only light that remained, came from the glow of the pool in the cave. Korg held his claws over his wound as he bled out. But he slid down the wall and fell into the shimmering water.

Splash!

Crawl emerged from behind the rocks and hurried over to the dying dragon. As the centipede approached, Korg lifted a claw out of the water and stroked it's back.

"Good boy." Korg said, "You... You stayed...hidden."

Clek, chep.

The centipede clicked his mandibles together and chirped quietly.

"I am... going to make a memory gem... just for you. But you...have to promise me that you will...stay safe."

The centipede nodded and crawled closer to his master.

"I...I only wish...I could have seen...Queen Saleen and King Lazarus...one last time."





The pool faded back to it's reflective form, allowing Starlight to look at her reflection as tears rolled down her cheeks. Applejack's eyes, however, were wide with shock. 

"Did ya hear that last part right?" She asked, "Did that dragon just say, 'King' Lazarus?"

Starlight nodded and wiped away the tears.

"We've gotta tell Twilight and the others." Applejack continued, "This is somethin' that needs to be in the light."

Starlight was about to reply, when she saw something under the water, a fair distance away from it's edge. Focusing on what it was, Starlight's eyes widened.

Under the surface was a dragon's skull. What made it more terrifying, was the fact that it looked like a Healing Dragon's skull. However, the crest had been broken in some places, one of the eye sockets had a large crack cutting through it, and the jaws were missing many teeth. 

"Korg." Starlight said, staring at the submerged skull.

Applejack looked into the water and saw it too. A single tear formed in her eye as she pulled Starlight closer and gave her a comforting hug. 

"You won't be forgotten." Starlight said as she retrieved the gem and reunited it with the rest, "I promise."

Levitating the crate and opening it, Starlight began to fill it with rocks, burying the Crimson Fury and Poisoned Mind gems inside. After the crate had been filled to capacity, she levitated it over to the water and gentle lowered it, placing it next to Korg's skull. The rocks were heavy enough to keep the crate from floating to the surface, allowing the reflective nature of the water to hide it.

"We're done." Starlight sighed, turning away from the water, "Let's go."

Rumble, rumble! Crack!

Suddenly, on the opposite side of the cave, the wall cracked and crumbled. 

"What's goin' on?!" Applejack exclaimed, shielding herself from small pebbles as they flew towards her.

Starlight and Applejack looked back at the wall and saw a dark hole. Then, three large dimly glowing green lights appeared from the darkness. Flipping the switch on her headlamp, Applejack's light flashed to life.

CHEEEEEEEEEEEEECH!!!

"RUN!!!"

As soon as her light shined into the hole, Applejack and Starlight saw the biggest and most horrifying centipede that they had ever seen. Of course, from their point of view, they only saw the head. But that was enough to tell them that if they didn't take advantage of Applejack's light blinding it, they might regret it. 

Quickly, they galloped as fast as their hooves would carry them, back to the platform. Starlight was still holding the memory gems in her magic, while Applejack lead the way with her light. However, on their way back, they came to a part of the tunnel that split in two directions.

"Which way? Which way?!" Applejack panted as they approached the split.

"I think it was left!" Starlight replied, following Applejack down the left path. 

CHEEEEEEECH!!!

"GO AWAY!!"

They ran harder as the centipede chased them. But the further they went through the tunnel, the less familiar their surroundings became. 

"How did the Diamond Dogs not know about this?!" Starlight asked, jumping over a rock that they don't remember passing.

"Who's to say they didn't?!" Applejack replied, turning a corner that wasn't on their earlier path, "Now quit yappin' and RUN!!"

Rounding another corner, they entered another chamber. This one being full of bones and items that had once belonged Diamond Dogs. The chamber had no exit, except for the way they had entered. 

"W-What do we do, Applejack?!" Starlight said, panicking beyond control.

"I-I don't know!" Applejack replied, turning and facing the entrance.

As soon as she was facing the entrance, the centipede had rounded the corner and was staring at them. The three green eyes locked onto the two ponies. It's red mandibles with black tips clicked together, making Applejack's and Starlight's hearts beat faster. It entered the chamber and lifted it's head the same way a cobra would, giving the ponies a better view of it's size and legs. The antennas waved frantically in the air.

Chep! Clek!

It lowered it's head down to them and brought it's mandibles very close to them, making Applejack and Starlight back towards the wall. They stood perfectly still as the antennas began to gently prod and brush against Applejack's body, making her hold her breath and closed her eyes. 

Then Starlight thought of something. 

"Crawl!" Starlight called, mustering up as much courage as she could in order to possibly save Applejack, "Stop!"

The centipede stopped what it was doing and turned towards Starlight. But it didn't try to feel her with it's antennas. Instead, it stared at her. 

"Crawl, back away." She ordered, stepping forward and placing herself between it and Applejack.

Slowly, the centipede began to move away from them. It even moved out of the tunnel. 

"Applejack," Starlight began, "move slowly towards the exit. Don't make any sudden movements."

Applejack and Starlight began to walk slowly around the large creature as it stared at them. Once they passed it, the centipede began to circle around and slowly follow them.

"Crawl, stay." Starlight said as if she were talking to a dog.

Crawl obeyed and watched as they rounded the corner, before creeping around the corner after them. They knew that Crawl was still behind them, because they could hear his many legs tapping against the ground or his sides occasionally scraping against the rock walls. 

"I'm lost." Applejack said, after walking around in the tunnels, "Everythin' looks the same to me."

They looked around at the many tunnels that they had past, when Crawl chased them. Then Starlight looked back at the centipede that had decided to follow them. A thought entered her mind as she noticed the size of the tunnel was almost as big as him. 

"I'll bet Crawl made all these tunnels." Starlight explained, "Maybe, he might be able to help us get back."

Applejack looked at Starlight, then at Crawl. She was still convinced that he was following them because they looked like food to him. However, Applejack was starting to get tired of walking around aimlessly, looking for a way out. 

"If ya can get him to help, then I'll eat my hat." Applejack grinned, trying to show some positivity.

"But I thought you liked that hat, Applejack." Starlight replied, looking at her with some confusion.

"It's just an expression."

Realizing her mistake, Starlight's cheeks turned light red as she looked back at the giant centipede. 

"Crawl, can you show us the way out?" She asked, remembering the memory that contained Crawl's image. 

And just like the memory, Crawl understood what she was saying and turned down a tunnel that the ponies had passed by and showed his full length. After the tail end of the centipede went by, they realized that Crawl was half the length of Lazarus. After several more minutes of walking, they entered a large chamber.              

"Are we there?" Starlight asked.

Crawl lifted himself to a cobra's stance, revealing the platform that they arrived on. Applejack and Starlight were about to board their ride to the surface, when Crawl lowered himself down to them, blocking their path.

"W-What are you doing?" Starlight asked, thinking the centipede would try to attack.

The centipede turned his head and looked at the six gems wrapped in her magic. Then she realized why he had chased them.

"You weren't after us, were you?" Starlight said, looking at the gems, "You were only trying to get these back."

The centipede nodded and clicked his mandibles together. Then Starlight got an idea.

"With your permission," She began, "may we borrow four of these? I promise that the others will be returned to you as soon as I'm finished with them."

She levitated the two memories that they had already seen and presented them to Crawl, as a sign of good faith. Using one of his antennas, Crawl took them and nodded his head, letting them both know that they were allowed to borrow the gems. He started to leave, allowing the two ponies to climb onto the platform.

"Korg would be proud of you." Starlight said softly, "I hope you know that."

The centipede stopped and watched as she fired a flare up to their friends. 

Cleek, chip.

Starlight closed the sliding doors and watched as the tail of the centipede disappeared from their lights. Then the platform began to ascend back to the surface. 

"So, what are we going to tell everyone about Lazarus?" Starlight asked as the darkness began to fade around them.

"We tell 'em the truth." Applejack said, "But we need Lazarus to hear it too. That way, we'll be able to get the full story."

Starlight nodded and looked up to see five friendly faces smiling down at them.


     

     

       


  
> Chapter 20: Truth And Trust
> --------------------------------------------------------------------------

"Alright, I want to know the truth." Celestia said, "How do you two know each other?"

Luna looked back at Lazarus, hoping that he would offer some support. But instead, Lazarus just raised a claw and pointed back at Celestia, encouraging Luna to tell her sister the truth about her and Lazarus' friendship.

"I... uh..." Luna stammered, "That is we... um..."

They had arrived in Canterlot that morning and Luna had fallen asleep on Lazarus' head, after she had lowered the moon. Upon seeing them together, Celestia was curious as to why her sister was away from Canterlot long enough to fall asleep before coming back. And seeing Luna on the dragon's head made Celestia raise more questions. However, she didn't want to wake Luna and be rude. So, she decided to wait until her sister had woken up and ask her then. Celestia even asked Lazarus, but he had said to her that Luna had to tell her. 

Now it was time for the moon to come out. But after she had raised it, Luna was informed that she had to go to the Canterlot Gardens. Once she had gotten there, she froze as her eyes focused on Lazarus and Celestia talking to each other. However, when Celestia turned to face her sister, Luna could feel a small sense of judgement coming from her eyes. Then Luna realized why she had been told to go there. It was time for a truth that had been lost and hidden for a thousand years. 

"W-we've only just met, Sister." Luna lied, biting her lip.

"Really?" Celestia replied, "Correct me if I'm wrong, Luna, but I thought you told me, long ago, that you never trusted anyone that you've just met."

"I don't."

"Then why would you trust a dragon, that you've just met, to carry you home as you slept on his head?"

Luna began to tremble as she realized that she had been caught. After a short while, she hung her head and closed her eyes.

"Do you promise not to be mad at me, Sister?" Luna sniffed, feeling slightly ashamed.

"If you're honest with me, Luna," Celestia said, easing her gaze, "then you won't have to worry about me being angry."

Looking to Lazarus once more, Luna wanted to ask for help. 

"Remember what I told you, child." The dragon said, sensing her words and stopping her from asking, "I'll help you in some places, but it's your truth to tell." 

Taking a deep breath, Luna sighed and stepped closer to the two most important beings in her life.

"I've known Lazarus long before I became Nightmare Moon." She began explaining, "In theory, he is my oldest friend and the only one I could talk to at times."

"Why wouldn't you come to me?" Celestia asked, cocking her head.

That was when something in Luna snapped. All at once she felt anger, sadness, and fear collide.

"I never came to you, because you were always playing the high and mighty ruler!" Luna cried, venting a thousand years worth of heartache at her sister, "Whenever I wanted to speak with you, something would draw your attention away from me or you were nowhere to be found! So, one day, I decided to run into the woods and see how you liked being ignored by your own sister!"

Celestia's eyes widened, but she remained silent as Luna shook with anger and her face burned red.

"I raced through the trees as fast as I could, trying to put as much distance between us as possible!" Luna continued, lowering her voice slightly, "But I turned my head and slammed into a tree, breaking one of my wings and horn in the process and losing consciousness. I don't know how long I was unconscious, but when I woke up, I looked around and saw that I was lost and laying in a small pool of blood. Nothing looked the same to me, it was a strange part of the forest that I had never been to before."

Then Luna's gaze switched from Celestia to Lazarus, before she went on with her story.

"I was greeted by a large dragon with enormous wings and sharp fangs." She explained, still talking to Celestia, "It saw me and looked at me the same way a monster with a murderous appetite would look at it's prey. My first instinct was to run, but two of my legs ached with pain. So, all I did was close my eyes and cry. I tried to call out to you, but my voice was caught in my throat. However, I believed that even if I did manage to scream, no help was available."

"And that's when I arrived and rescued you." Lazarus said, "I fought that dragon and disposed of him, before returning to you. Had I not caught the scent of blood in the air, you would've died. Either from him or the amount of blood that you lost. As luck would have it, you weren't too far gone for me to use my Healing Fire and return you to proper health." 

"Once I had been restored, he kindly offered me fruit from a nearby bush. What were those things called?"

"Tobunga pears. Very juicy, very sweet, and very good for damaged spirits. I think you ate three of them."

Celestia was still trying to understand their relationship. 

"Wait a minute." She said, rubbing her forehead, "You thought I was ignoring you? And you believed that running away was a good idea?"

Luna pivoted on her hind legs and faced her sister as rage returned.

"Yes!" Luna stomped, "Everypony respected and loved you more than me! I believed that it was all going to your head and you didn't care about me! You were always the favorite! Even when Mother and Father-"

Smack!

"How dare you bring them into this!" Celestia growled, lowering her hoof that struck Luna, "They have nothing to do with this!"

Silence fell upon the Gardens as Luna felt the sting of pain on her cheek. Bringing a hoof to her face, Luna felt a warm liquid under her eye. At first she thought it was a tear, but when she pulled her hoof back and looked, Luna saw a thin red smear. The flame that burned in her mind, exploded into a wildfire of rage and pain. 

Realizing what just happened, Celestia brought a hoof to her mouth and gasped. She never thought that she would be driven so far as to strike her only sister. Suddenly, regret and fear wormed their way into the depths of her mind. All she could see was the bruise on Luna's face as blood seeped from it. 

"I-I'm so sorry, Luna!" Celestia stammered, "I-I didn't mean to do that!"

Luna's eyes slowly rolled back to look at Celestia. She blinked once and her eyes no longer had sweet, innocent, and round pupils. Instead, they were angry, grey, slit pupils. 

Celestia began to back away as she saw the eyes glaring at her. The last time she saw those eyes, was on the worst day of her life.

"Sorry?!" Luna boomed, her voice changing slightly, "You don't know the meaning of the word!"

Suddenly, Luna's form changed in a heartbeat. Her coat turned black and her mane flowed wildly, not like it had before. Soon, Celestia was staring at a being that she hoped she'd never see again.

"Now, allow me to teach you!" Nightmare Moon said with a sinister grin.

Charging forward, Nightmare Moon tackled Celestia and pinned her to the ground. Her horn glowed violently as Celestia did nothing to defend herself. In Celestia's mind, she knew that even if she tried to fight back, there was the possibility of banishing Luna again. And that was something that she couldn't take again. 

Wham!

Suddenly, Lazarus' tail swept over Celestia and knocked Nightmare Moon away. But as soon as she was able, Nightmare Moon stood firmly and found the dragon standing between her and Celestia.

"Get out of my way!" She growled, "This has been delayed for far too long!"

"It has already been dealt with." Lazarus replied softly, trying to calm her, "This was resolved when you returned, there's nothing more that can be done about it." 

"No! When Luna returned, not me! My business is not complete and I intend to finish it, here and now!"

"Why do you want to do this?"

"Because I'm a monster! And monsters have no rivals!"

"If you are a real monster, then strike me down now!"

Nightmare Moon stared at the dragon as he held his arms up, appearing to surrender. Her horn glowed brighter as she got into a battle stance. But, something in her kept her from attacking.

"Come on, do it! Monsters have no rivals remember?" The dragon hissed.

"No!" Nightmare Moon cried, "I won't do it!"

"Then leave and return my daughter to me and her sister. Now!" 

Trembling furiously, Nightmare's horn, still pointed at Lazarus, burned brightly. Being told what to do made her angrier, but she still didn't attack. Instead, she whipped her head up and aimed at the starry sky above. 

FWOOOOOOOOOMMMMM!!!!

"AAAAAAAAAAHHHHHHHHH!!!!!!" She screamed as a large beam of light shot into the heavens.

After the beam dissipated, Luna, in her natural form, stood before them. Her pupils were round and innocent, while her coat and mane returned to their proper colours and flow. 

Luna leaned to her side and fell into a clawed hand that reached out and caught her. Lazarus felt her heartbeat in his palm and noticed that it was pounding against her chest. Luna panted as exhaustion kept her from moving. All of her nerves were burnt and her limbs were numb. However, she remained conscious in his claws.

Celestia walked around Lazarus and looked at her sister with sorrow and shame. All she wanted was to know about their friendship and received something terrifying. But she was happy to see that Luna managed to conquer her demons and come back to them. 

"Oh, Luna." Celestia wept, "I am so sorry. I'm sorry for never being there for you. I'm sorry for banishing you. I-I'm sorry for everything!" 

Celestia closed her eyes and hung her head as tears began to form and run down her face. Luna, however, didn't shed any tears. Instead, she reached out a hoof and touched her sister's cheek, making Celestia open her eyes and look into hers.

"Please don't cry, Tia." Luna cooed, "Everything is as it should be."

Lifting her head, Luna revealed her bruised cheek. It wasn't bad, but it was still bleeding. 

"Um, Lazarus could you perhaps..." Luna said pointing at the injury.

"Say no more." Lazarus replied, holding a single claw up to his mouth and breathing a small flame onto it.

The flame was no bigger than a candle, but it was enough to fix the damage. It flickered gently as he brought it to her cheek and watched as it harmlessly burned away the bruise. Soon, it was gone and Luna wrapped her wings around Celestia, giving a heartfelt hug to her sister.

"Now, I'm sure your wondering why I never told you about him." Luna said softly, "And that's because, at the time, I believed that you would either judge me or everypony else would. But, now I see that you and everypony else only judge those who have made poor decisions. I only hope that you believe that I made a good decision by accepting Lazarus as a father figure, rather than a friend."

Celestia pulled away from her sister and looked from Luna to Lazarus. After a moment, a smile slowly crossed her face.

"I'll accept your decision." Celestia said, "But only if Lazarus accepts both of us."

Both alicorns looked at the old dragon and saw that his eyes had turned blue. 

"It would be a disgrace, if I didn't." He smiled, bringing his head closer and gently nudging them both.

With that, the three of them enjoyed each others company as the stars and the moon shined upon them.  
         

 
> Chapter 21: Old Wounds
> --------------------------------------------------------------------------

Knock, knock, knock!

Fluttershy awoke to the sound of somepony knocking on her front door. Opening her eyes and looking over at her mantle, where a clock sat, she saw that it was six o'clock in the morning. Rubbing her eyes and yawning, Fluttershy rolled out of bed and stretched her wings as far as they would reach.

It had been a few days since Fluttershy and her friends took the gems to the mines. All of them were very relieved when Applejack and Starlight emerged from the abyss, standing on the platform. However, they were curious about the four gems that Starlight had been holding in her magic. When they asked what they were, Starlight told them that she wanted Lazarus to see them as well. But when Spike burped out green flames and a message from Celestia, they learned that Lazarus had made himself known in Canterlot. So, they decided that the gems could wait until another time.   

Knock, knock!

Another knock echoed through her cottage, making her groan and roll her eyes. 

"Now, who would be at my door, this early in the morning?" Fluttershy grumbled as she left her room and went downstairs.

Reaching the door, Fluttershy pulled it open and saw Applejack looking somewhat suspicious. 

"Good morning, Applejack." Fluttershy yawned, "Do you need something?"

"Yeah." Applejack replied, "Could ya get Lazarus?"

Fluttershy cocked her head and looked at her friend in confusion.

"Why?" She asked, "Is there something wrong?"

"Well, no." Applejack said, "But there are some... questions that we believe he might be able to answer."

"We?"

Applejack could tell that Fluttershy wanted an explanation, but she wanted all of their friends to know at the same time.

"Just get Lazarus, please." She said, "I'll round up everypony else."

Fluttershy nodded hesitantly, before Applejack tipped her hat and left to gather their friends. 

The morning sunrise glowed above the trees as Fluttershy approached the Everfree Forest. Looking from one tree to the next, she spotted one of the crows that she had met before. It stared at her as she stepped closer to it's tree.  

"Good morning." Fluttershy greeted.

Caw!

"Um, has Lazarus come back yet?"

Caw, caw!

"Oh good, because we want to see him again."

Caw?

"I'm not sure why. My friend said that there were some questions that need answers and she thinks Lazarus might be able to answer them."

The crow shrugged and turned towards the forest.

Caw, caw, caw!

The crow called out and several more responded. The sound of crows communicating with each other, echoed through the dense forest. After a while, Fluttershy could see something large moving through the trees. The sun rays shined through the branches, much like yellow ribbons being draped in the forest. 

Fluttershy watched as Lazarus was washed in streams of light. The morning sun made him look grander than he had the last time Fluttershy saw him walking through the Everfree.

"That's a very good look for him." Fluttershy mumbled to herself as she watched.

He approached her and smiled.

"Good morning, my little friend." Lazarus greeted, "You wish to see me?"

"Yes." Fluttershy replied, "Applejack was saying something about you."

"Really? What kind of something?"

"She said that you might be able to answer some questions. But I'm not sure what kind of questions."

Shortly after, Applejack returned to the cottage with their friends in tow. Starlight, wearing a set of saddlebags, followed behind her, with the gems wrapped in her magic. 

"Good morning, my friends." The dragon said, looking behind Fluttershy.

Everyone, except Applejack and Starlight, waved and smiled back at Lazarus in response. They were still unaware of why they had been called together. 

"Lazarus?" Starlight asked, floating one of the gems up to him, "Did you know a dragon named, Korg?"

The dragon's eyes widened upon hearing that name. It was a name that he hadn't heard in over six thousand years, but it was a name that he knew well. 

"W-what did you just say?" Lazarus asked, staring at the unicorn in bewilderment.

Starlight stared back at him, as did everyone else. The gem that she had floated up to him, hovered in just in front of his snout. 

"When Applejack and I hid the Crimson Fury and Poisoned Mind gems in an old mine," Starlight explained, "we found a chamber that almost resembled your cave. We even found six memory gems in it. We watched two of them and heard your name from the host, in his final moments."

Lazarus' focus changed from Starlight to the gem that floated before him. 

"Did the memory show how he died?" Lazarus asked, reaching and grasping the gem in his claws.

Starlight looked back at Applejack and frowned. 

"Is that really something you want to know, Lazarus?" Starlight asked, turning back to face him, "It's not very good."

"No." Lazarus replied, "But there are many things in this world that aren't good. And I've lived long enough to see and hear almost everything."

Then Applejack stepped forward and took off her hat, before hanging her head. 

"It did show how he died." She sighed, lifting her head and looking into the dragons eyes, "But the way it happened, might be upsettin'."

"Just say it, then." Lazarus rumbled, becoming a little impatient, "I'm sure you won't cause anymore damage than what's already been done."

A worried look appeared on Applejack's face as she held her hat against her chest. 

"It was that Dragon Lord." She said, sounding very regretful in telling Lazarus about what happened, "He used his claws and stabbed Korg in the chest. We watched as he bled out. But before the memory ended, he said somethin' about wantin' to see his king again."

"Did he say the king's name?" Lazarus asked, rolling the gem in his claws.

"Yeah. But I think ya already know, your Majesty."

Lazarus stopped rolling the gem and stared at the farm pony. Everyone else, except Starlight, was just as surprised.  

"What did you call me?" 

"That's who ya used to be, right? 'King' Lazarus?"

The dragon lowered his head down to their level and stared at her as his eyes faded to orange. After six thousand years, Lazarus believed that his former title had been long forgotten. But when Applejack addressed him as "King," everything that he thought he had lost to time and history came rushing back to him like a flood.

"There is no 'King' Lazarus." He said, lowering the rest of his body on the ground, "He died in the battle of Blood River Valley and 'Guardian' Lazarus was created."

"Created?" Twilight asked, tilting her head in confusion, "What do you mean by that?"

Lazarus closed his eyes and pondered, before holding out his free claws and presenting a green memory gem.

"This will explain." He said, opening his eyes and revealing a tear.

Feeling hesitant, Twilight took the gem and brought it to Fluttershy's pond, before dropping it into the water.





"Today, my fellow Healing Dragons," Lazarus called out as several dragons surrounded him, "we have a choice to make. Recently, I spoke with Dragon Lord Stag, in hopes of finding peace in this war."

"Does he agree?" A dragon called out.

"He has given us a choice. Either we surrender or we fall." 

Many dragons murmured to one another, while others stared. 

They were in the middle of a large valley with a clear river running through it. On the far side of the valley, they could see more dragons. But they were winged dragons. However, they weren't moving, they only stayed and watched from a distance. And Dragon Lord Stag stood in front of them.

"What should we do, your Majesty?" Another dragon asked.

Lazarus lifted his gaze and looked at a collapsed cave entrance. The same cave that his family had been murdered in. Then he looked back at the faces of the dragons that respected him and sensed fear. He knew that they didn't want to be enslaved and abused. But Lazarus also knew that if they didn't surrender, death was the only other option.

"I will give you all as much time as I can," Lazarus said, sweeping his gaze over the crowd of dragons, "while the rest of you flee."

"Your Majesty?" A dragon asked, stepping out of the crowd, "Why?"

"Because I am your king. None of you should have to pay for what I started."

"But, what if-"

"Enough talk! I will sacrifice myself, if I must, to keep the rest of you alive."

Before any of them could say another word, Lazarus rose up and stood on his hind legs. He turned and faced the enemy forces.

RRRRRRRRRRAAAAAAAAAAAAAAAAAAARRRRRRRRRRRRRHHHHHHHHHHHHH!!!!!!!!!!!!!!!!!!

Lazarus roared loud and long before falling back down to all fours and charging towards the Dragon Lord. 

Rain fell from above as he ran across the valley floor. But as Lazarus ran, he saw something out of the corner of his eye. Looking to his side, he saw another Healing Dragon running alongside him. 

"I told you to flee!" He growled.

"We will fight to the last breath. And I would be honored to die alongside my king!" The dragon replied. 

Lazarus looked around him and saw several more Healing Dragons running and flying alongside him. All of them appearing to be driven by the same motivation. 

RRRRRRRRAAAAAAARRRRRRRRHHHHHHHH!!!!!!

RRRRRRRRAAAAAAAAAARRRRRRRRHHHHHH!!!!

One after another, they roared loudly, sending a battle cry to their enemies. Then the dragons that were standing with Stag, ran and flew passed him, preparing to fight. As they got closer to each other, they could see that the other dragons had the larger numbers. Lazarus' forces were a hundred and fifty strong, while Stag's were five hundred. 

GRRRAAAAAAA!!!!! CHOMP!

RRRRRRRRAAAAAAAARRRRRRRRHHHHHHHH!!!!!

They made contact and the battle began. Healing Dragons fighting against almost every other species. They knew it was a losing battle, but they still fought with the determination of fighting and dying with honor. 

Lazarus grabbed and threw two winged dragons to the ground, before breaking their wings and stabbing them with his claws. He looked around him and saw chaos unravel everywhere he turned. 

Kra-BOOM! 

The next thing Lazarus saw was a bolt of lightning that hit the ground and then blinding light, before turning dark. 

After what seemed to be mere minutes, but it could've been hours, Lazarus opened his eyes. He was laying on the shore of the river, which was now dark red. Slowly, he rose to a normal stance and looked around him and nearly fell back to the ground.

All around him was death and blood, with no sign of life. Several bodies of dragons littered the valley floor, while some laid in the river. Lazarus approached one of the bodies and saw that it had once been the same dragon who wanted to die by his side. He walked further and scanned the battlefield that had once been a peaceful valley. 

Suddenly, Lazarus stopped and whipped his head around to look behind him. Wrapped around one of his legs was the tail of a Healing Dragon, which meant that there was still one who had survived. He quickly approached the head of the dragon and saw a blue eye with a slit pupil looking at him. 

"Hold on, my friend!" Lazarus pleaded, lowering himself, "I will make you strong again."

But the dragon reached out and rested his claws on one of Lazarus' shoulders.

"No!" The dragon coughed, "Let me...rest. Let me see...my family again, please."

"I know your pain. But I can't just leave you to die a slow death."

"Then, please, grant me...a proper...passing."

The dragon grabbed Lazarus' claws and pulled them to his chest, directly where his heart was.

"I-I can not." Lazarus said, pulling his claws free, "I refuse to kill my kind."

"Please! I would...rather die by...the claws of my king, than...a monster's magic."

Lazarus looked into the deep blue eyes of his follower. After a moment, he raised his claws back to where they had been.

"What is your name?" Lazarus asked, placing his free claws on the dragon's head.

"Darius." The dragon replied.

"To the fields of Paradise, Darius." 

"Thank you, your Majesty." 

Shinkt!

Lazarus drove his claws into the heart of his follower and watched as the dragon's eyes widened, before rolling back and closing forever. He waited a moment, before pulling his blood soaked claws free. He watched as the drops fell from his claws and dotted the ground, but it didn't measure up to the amount that had already been spilled.

Then Lazarus' vision began to blur as tears fell from his eyes and mixed with the blood around him. His gaze lifted back to the bodies surrounding him and knew that he was the only Healing Dragon that was able to walk away alive.

Blue flames seeped from his mouth and nostrils as he looked up at the moonlit sky.

"YOU WILL PAY FOR THIS, STAG!!!!"

RRRRRRRRRAAAAAAAAAAAAAAAARRRRRRRRRRRRRHHHHHHHHHHHHHHHH!!!!!!!!!!!!!!!! FWOOOOOOOOOOOOOOOSSSSSHHHHHH!!!!

Blue flames erupted from his mouth and into the air, glowing far brighter than the moonlight above him. Then the flames subsided and Lazarus began to leave the grave site of his followers and family.





The memory ended and the ponies looked back at their dragon friend. 

"A true king fights and dies alongside his followers." Lazarus rumbled, tossing the gem back to them, "But I didn't, so as a result, I abandoned my title and left, knowing that everything I knew was taken from me."

"What about your home?" Fluttershy asked, wiping away a tear.

"I watched it change as the years passed. However, Blood River Valley remains the same as it was when I left."

"Why?"

"Because I planted a rare tree there, that keeps the land from changing drastically. I called it the Tree of the Dead. I'm actually amazed that no one has found Blood River Valley yet. It's not that hard to miss."

The ponies exchanged looks, before they approached Lazarus and gathered around his head.

"Thank you for telling us the truth, Lazarus." Twilight said, putting a hoof on his chin.

"And thank you for listening, my friends." He replied.

For a while, they enjoyed each others company. However, the day began to come to an end and it was time for everyone to return home.

One by one, the ponies ventured back to their homes. Starlight was the last to leave, but stopped and turned towards Lazarus.

"Here." Starlight said, tossing the gem that they had just seen back to him, "There are some things that shouldn't be kept in a castle."

"Thank you, Starlight." Lazarus replied, giving the unicorn a gentle smile, "You know, I like to think your destined for something great."

"How do you mean?"

"Even though your spirit has some dark stains in it, I can tell that you try your best whenever you make up for a mistake. And that is something many beings tend to ignore. But you don't and that is how I know that I can trust you."

Starlight smiled at him and bowed her head in respect, before leaving. 

The moonlight illuminated her way back to Twilight's castle. Starlight was traveling alone, with the memory gems from the mines tucked away in her saddlebags. She would've left with Twilight, but didn't because she wanted to clear her head of any suspicions that she had. 

"Excuse me." A voice said, making Starlight stop in her tracks.

Starlight looked around and found that the voice had come from a unicorn stallion who was standing near a building.

"Could you help me?" He asked, "My cart is in need of some repair, but I can't fix it by myself."

"Um, sure." Starlight replied, sounding a little hesitant, "Where is it?"

"It's around back. Follow me."

The stallion walked around the building and Starlight followed him. As they rounded the corner, she saw a cart that was tipping at an odd angle. The stallion stood next to it and waved her over.

"I'll lift it, while you straighten the axle." He said, using his magic to lift the cart, "It's mount bent out of place, but I can't hold it and fix it at the same time."

"Alright." Starlight replied, crawling under, "You sure you've got it?"

"Don't worry."

Several minutes later, the mount had been fixed.

"I'm coming out now. I think I fixed it." Starlight said as she started backing out.

"Good."

Just as Starlight emerged from under the cart, a shadow loomed over her. She looked up and saw the stallion standing close to her.

"Do you need anything else?" She asked.

"As a matter of fact," The stallion said, his horn still glowing, "yes."

Whack!

Starlight fell to the ground, after she was hit in the back of her head by something. Her vision blurred as the stallion looked down at her and changed his form.

"We need you, Starlight." Was the last thing Starlight heard before the Changeling was joined by two more ponies and her vision went dark.
     
> Chapter 22: Cradle Of The Everfree
> --------------------------------------------------------------------------

Fluttershy was watering her plants and enjoying a clear sunny day. She didn't have too much to do, but she decided to take care of it all earlier. Now she had the rest of the day to just relax.

Crack! Snap!

But then Fluttershy heard a sound come from the Everfree Forest and turned her head.

She saw Lazarus emerge from the shadows of the trees and smiled at him. 

"Good afternoon, Lazarus." Fluttershy said, approaching the dragon, "What brings you here?"

"Hello, Fluttershy." He greeted, lowering himself down to allow her to hug his snout, "I want to show you something."

"What?"

"Something beautiful."

Lazarus raised his head back to it's normal position and turned toward the forest, motioning for her to get on his back. Feeling curious, Fluttershy flew up and landed between his shoulders.

"Hold on." Lazarus said, before pushing off the ground and into the air. 

They flew above the treetops and further into the Everfree Forest than Fluttershy had ever gone before. After what felt like a short time, she saw a very large opening in the trees. At first, Fluttershy thought it was a big clearing, but as they got closer, she realized that it was actually a crater that was almost the size of Ponyville. 

"Welcome to the Cradle of the Everfree, Fluttershy." Lazarus said as he descended and landed, allowing her to get down from his back.

"The...what?" She replied, looking down into the mouth of the massive crater in awe. 

"The Cradle of the Everfree. This is where most of the animals of the forest are born."

Suddenly Fluttershy's eyes widened as those words entered her ears. She turned her head and looked back at Lazarus.

"Really?!" She squeaked, nearly jumping in excitement.

"Yes." Lazarus replied calmly, "Actually, that's why I brought you here today. There some phoenix eggs that are supposed to hatch in a few days, but I could use some help counting them."

"YES!" Fluttershy exclaimed joyously, but quickly recollected her emotions and blushed, "Um, I mean, I could help you with that."

"Then, by all means, you lead and I'll follow."

There were two ways to get down to the center, either by flying or taking the natural switchback path that was formed in the wall. But since Fluttershy was being controlled by her excitement to see phoenix eggs, she decided to fly down.

In the center was a group of trees that looked a little different than the ones that normally grew in the Everfree. For instance, they were a brighter colour and had bigger leaves, the trunks were as wide around as Fluttershy's cottage and they were three times taller. As they got closer, Fluttershy could see several nests, with fire coloured eggs, sitting soundly on some of the branches. Several of the adults guarding the nests, turned their heads and watched as they approached.

Landing near one of the trees, Fluttershy was greeted by an adult phoenix that had flown down from one of the nests. 

"Hello." Fluttershy said, smiling at the brightly coloured bird.

The phoenix responded by opening it's wings and shaking it's feathers, causing small flames to flicker. This confused Fluttershy because she had never seen such a movement. 

"Well," Lazarus said, nudging Fluttershy gently with a claw, "aren't you going to greet her back?"

"I just did." Fluttershy replied.

"No. I mean, greet her how she greeted you."

"What?"

Fluttershy looked back at Lazarus, still a little confused by the phoenix's behavior. 

"Just open your wings and shake your feathers." He explained.

Looking back at the phoenix, Fluttershy opened her wings and shook her feathers. Upon doing so, the phoenix walked up and gently ran her beak along Fluttershy's neck, cooing softly.

"Hehe, she likes you." Lazarus said, as the phoenix stepped away from Fluttershy and greeted him.

However, Lazarus responded differently, than Fluttershy had. Since he had no wings, Lazarus breathed small blue flames out of the sides of his mouth.  

After the flames had ended, he lowered his head down and the phoenix ran her beak along his chin, cooing gently, just like she had for Fluttershy.

"Why did she still approach you, even though you don't have wings?" Fluttershy asked, watching the phoenix.

"To a phoenix," Lazarus explained, "in doesn't matter if it's flames or feathers you use when you're greeting them. As long as you show the same respect."

In a way, the phoenix that Fluttershy was watching, looked almost exactly like Philomena, Celestia's pet. But then again, this phoenix was slightly smaller than her. 

Fluttershy smiled, before a thought entered her mind, "But I thought phoenixes were afraid of dragons. At least, that's what I was told by Twilight, Rarity, and Rainbow Dash."

"Actually," Lazarus began, "phoenixes are very friendly. They'll only act hostile or scared when they're provoked."

"So, they won't mind if we're here to look at their eggs?"

"You can look, just don't touch. Parents will protect their young, no matter the species... Or the cost."

Fluttershy knew what the last part of that statement meant, but quickly changed subjects in order to keep Lazarus cheerful.

"Do they all have names?" She asked, looking up at the various nests, "The phoenixes."

"Of course they do." Lazarus replied, after the phoenix faced her again, "But I can't remember all of them."

"Well, what about this one?" 

Lazarus looked down at the phoenix standing between them.

"Her name is Ashes. She's my favorite and the most social out of the rest. That's why she's the only one to openly greet us."

They watched as Ashes spread her wings and flew back up to a nest. But there was something different about her nest compared to the others. 

Looking from one nest to the next, Fluttershy saw that most of them had two parents, while Ashes was by herself. 

"Where's her mate?" She asked, pointing up to the nest.

Lazarus looked up at the lone phoenix.

"He's probably out looking for food." Lazarus replied, "Phoenixes don't always hunt together. But there will be one scouting an area, they're smart that way. Plus, they're very good at communicating."

Just then, they saw another phoenix fly up to Ashes and greet her. 

"Now that all the adults are accounted for," Lazarus said, "let's have a look at their eggs."

"Accounted for?" Fluttershy asked, "But we haven't even started yet."

"I did when we got down here. Now we move on to the eggs."

Shaking her head and smiling, Fluttershy flew up to a nest and saw six eggs in it. And, like Lazarus had said, the parents weren't bothered.  





Meanwhile, at Twilight's castle, a unicorn mare walked casually through the halls, not caring whether or not if she was seen. 

"Hey, Starlight." Spike said to the mare, "Are you lost again?"

"No." She replied, raising an eyebrow, "I'm going to the throne room."

"How about that, so am I. Princess Cadence and Shining Armor are coming out for their visit."

"Good for them."

"Yeah. They even brought their daughter, Flurry Heart, with them. I guess Sunburst was too busy to come along, or something."

Starlight's ears perked up. 

"Flurry Heart?" She said with some interest.

"Yeah." Spike replied, walking past her, "Come on, they should be here soon."

Rolling her eyes and following the small dragon, Starlight continued down the halls as her eyes lightly glowed green. Spike hadn't noticed, which made a smirk cross the unicorn's face. 

Soon they reached the throne room and Spike opened the door. As they entered, they saw Twilight talking with Princess Cadence and Shining Armor. A baby, cradled in her mother's hooves, giggled and squirmed lightly as they approached.

"Hey, you two." Twilight said, turning her attention and greeting them.

"Hi, Twilight." Spike replied and looked at the Crystal Family, "How have you been?"

The two parents smiled at them, while their baby tried to reach out and touch Spike.

"We're doing fine, thank you." Cadence said, walking closer so her daughter could touch Spike's head.

Flurry Heart reached out a hoof and lightly tapped the top of the baby dragon's head, which he didn't mind. To them, it was cute to watch. But for Starlight, it was strange. Not because it was a baby pony wanting to play with a baby dragon, but because it was a baby alicorn that she was looking at. 

Shining Armor walked up to stand beside his wife.

"Your friend, Sunburst, has been a great help." He said, gently stroking Flurry's head, "He sends his regards."

"Um, thanks." Starlight replied, still fixated on the small alicorn. 

Taking notice in the unicorn's interest, Cadence wrapped Flurry Heart in her magic and levitated her over to Starlight.

"Would you like to hold her?" She asked.

"Um..." Starlight stammered, staring at the baby.

Flurry Heart cooed and giggled, trying to reach out to touch her.

Hesitantly, Starlight took hold of the baby and held her in one of her forelegs. 

"Actually," Cadence continued, "could you watch her for a while? We have some things to talk about."

"Sure..." The unicorn said hesitantly, putting on a fake smile, "I'll take care of her."  

"Perfect."

Then she turned her attention to Spike.

"Could you help me get some books together, Spike?" Cadence asked in a sweet voice, "Preferably, some on historic artifacts?"

"Sure thing." Spike replied, pointing the way to the library, "Right this way."

Following them out of the throne room, Starlight closed the door behind her, with Flurry Heart still cradled in her foreleg. After, Cadence had kissed her daughter, both Spike and her made their way towards the library. Waiting until they were out of sight, the unicorn wrapped the baby in her magic, which glowed an eerie green. To her surprise, Flurry Heart started to drift to sleep as she was suspended in midair. This caused a twisted smile to appear on Starlight's face as an idea entered her mind.

"Oh yes," she chuckled quietly as she exited the castle, "I'll take good care of you."

She crept quietly through the town, doing her best to stay hidden and unnoticed. But since it wasn't a busy day, making her way to where she was going was easy. Or, at least, halfway to where she was going. 

"I know just what to do with you." Starlight said, as the halfway point of her journey got closer.

Soon she was standing at the edge of the Everfree Forest. Looking around to make sure that nopony had seen her, Starlight entered the dense forest, with Flurry Heart in tow. She kept a watchful eye on her surroundings and an ear out for differences in the trees. But one thing was for certain, the Everfree Forest was no place for a baby filly, even if she is an alicorn. And where they currently were heading was one of the worst places.

After a few minutes of trotting through the woods, Starlight entered a small clearing that had bones and fresh animal tracks running through it. 

"This will do nicely." She grinned, placing the sleeping baby on a bed of leaves, "Good bye, little princess." 

Her eyes glowed sickly green as she turned and started to leave. As she got further away, Starlight could hear the sound of the baby alicorn waking up and crying. Shortly after, the sound faded away and Starlight trotted proudly out of the forest.

"She got away from me..." She rehearsed, putting together a lie, "...the last time I saw her..."

But she was unaware of the fact that she had been seen. Not by a pony, but by two crows who had watched her enter the forest with a baby. And watched her leave by herself.





Lazarus and Fluttershy were just finishing up with the eggs, when the sun started to go down. 

"Eighty-three." Fluttershy said, flying back to Lazarus, "On my end, anyway."

"I counted ninety-five." Lazarus replied, smiling at her, "So, in total, that's one hundred and seventy-eight. That's a very good way to start a generation."

Some of the phoenixes were settling in for the night, while others spread out along the branches. Fluttershy didn't need to ask what they were up to, because she had seen such behavior before. 

In some species of birds, whenever their nests are clustered together, several adults will stay in their nests, while others kept a lookout for danger. 

"Alright," Lazarus said, giving a single nod, "let's go."

Fluttershy started to turn towards him, but stopped when she saw something.

Next to one of the trees, hidden under a small pile of leaves, she saw a single flame coloured egg. Approaching it, Fluttershy thought that she had seen it move. Lazarus noticed too and watched as Fluttershy carefully extracted the egg from it's hiding place. 

"Why are you alone?" She said, holding the egg in her hooves.

She flew up to the nests and showed the adults the egg, wanting to return it to it's home. However, every adult that she showed, either shrugged or shook their heads, refusing to take in the egg. 

Looking over at Lazarus, Fluttershy had a worried expression on her face. 

"None of them want it." She said, looking at the egg, "And I can't just leave it."

Lazarus raised a claw to his chin, pondering their options. Then an idea came to him. One that would ensure the safety of the egg, without going around and looking for the parent that had abandoned it.

"Then," he said, "maybe you could take it, Fluttershy."

"What?" Fluttershy asked, looking at the egg, "Why?"

"Because there's a good chance that the parents either abandoned it and want nothing to do with it. Or it rolled out of a nest and the parents believe that it might have damaged the little one inside. But as you can see, there doesn't appear to be any cracks or imperfection on the shell."

"But-"

Just then, Fluttershy felt the egg twitch in her hooves. She nearly dropped it, but held still as the egg started to move.

Crack.

Peep, peep.

The top of the egg cracked and popped off, revealing a small, cute, and brightly coloured baby phoenix. It looked at Fluttershy and peeped quietly, but loud enough that most of the adults, except for the ones keeping watch, were looking at her. 

"Well, someone's early." Lazarus said, smiling at them.

The little phoenix broke the rest of it's shell and nuzzled Fluttershy's neck. Then it turned around and saw the large dragon starring back at it. 

EEEPP!!!

The baby phoenix let out a terrified squeak and dove into Fluttershy's hair, trying to hide. 

"Oh, don't worry, little one." Fluttershy cooed, coaxing the hatchling out of her mane, "He won't hurt you."

The baby phoenix poked it's head out of the pink hair and cautiously stepped onto her back. Lazarus, however, didn't approach them, as to not scare it anymore than he already had.

"Now who do you belong to?" Fluttershy said, looking at the nests again.

"I think he belongs to you now." Lazarus grinned.

"No he doesn't. He should be with other phoenixes, not me."

"True, but you're the first thing he saw. Plus, he nuzzled your neck, which means that he believes that you're his mother."

The hatchling nuzzled her again. This made Fluttershy's heart melt a little as she brought a hoof up to him. The phoenix walked onto her hoof and they looked at each other. 

"I suppose I could..." Fluttershy said, slowly accepting the role and smiling at the hatchling, "Oh, you're just too cute to refuse."

"In that case," Lazarus continued, "you should give him a name."

Fluttershy thought for a moment, sifting through the various names that entered her mind. 

"Would you mind," she said, after a moment, "if I named him after you."

"I think you should choose something else." The dragon said, "It might get confusing if both of us have the same name."

"Then... How does 'Pyro' sound?"

Rolling the idea in his mind, Lazarus smiled and nodded in approval, as did the hatchling.    

By this time, the moon was illuminating the sky and the other phoenixes were beginning to fall asleep. Both Lazarus and Fluttershy, with the baby phoenix on her back, made their way out of the Cradle of the Everfree. As usual the forest was very dark and groaned with strange sounds. But since Fluttershy was traveling with a full-grown dragon, she wasn't as concerned with the forest as she used to be.

Caw! Caw, caw!

They heard the sound of a crow in the trees, which made Lazarus abruptly stop. Fluttershy stopped to listen to the sound as well. They both knew that it was a message, but what the message carried, made Fluttershy's heart thump wildly in her chest.

"You found a what?!" Lazarus called, sounding very concerned, "Where?!"

Caw!

Fluttershy watched as Lazarus' eyes widened in horror, after hearing the crow respond. She didn't know where the "Boneyard" was, but she knew very well what the name entitled.

"Fluttershy," Lazarus said, lowering himself down, "get on."

Without hesitating, Fluttershy flew up and landed between his shoulders again. 

Lazarus pushed himself off the ground and pointed toward their destination. He surged forward, causing Fluttershy to brace herself slightly in order to keep herself from losing her balance. Pyro, however, decided to ride in her mane as the air rushing by them, threatened to sweep him off Fluttershy's back.

The flight was short, because Lazarus was moving as fast as his magic allowed him to travel. Which was nearly as fast as Rainbow Dash, when she was busting clouds. From where they were in the air, Fluttershy could see various bones and smell something revolting. But, upon sniffing into the air, Fluttershy recognized the scent almost immediately.

"Lazarus!" Fluttershy whispered harshly, "Do you know what that is?!"

"Yes." Lazarus replied darkly, "Timber wolves. One of the few creatures in this forest that don't respect me. But they do fear me. With luck, we'll be in and out before anything bad happens."

Descending, Lazarus touched down in a large clearing that was full of skeletons. Fluttershy opened her wings, but didn't take to the air, because Lazarus held up a claw.

"The safest place for you, right now," he cautioned, "is right where you are. Just keep an eye out for anything unusual."

"O-okay." Fluttershy stammered, closing her wings and turning her head from one direction to the next.

It was clear, that the Boneyard was far bigger than Fluttershy hoped it would be. But, thankfully, they hadn't met any threatening animals. She kept her ears perked up as well, listening for anything suspicious.

Then, Fluttershy saw what they were looking for, laying motionless in a bed of leaves. 

"Lazarus, turn left." Fluttershy said, directing the dragon towards it.

But once Lazarus reached the pile, Fluttershy gasped at what they were looking at. Without hesitation, Fluttershy flew off of Lazarus and quickly landed in front of the baby pony, who lay very still. She reached out her hooves and cradled the little baby, which she recognized the second she saw her. But what had her attention the most, was the fact that the baby felt cold. And that frightened Fluttershy more than anything.

"Flurry Heart." Fluttershy whispered to the baby, starting to cry, "Please, wake up."

At that moment, Flurry Heart twitched, allowing Fluttershy to breathe a sigh of relief. But, she was still concerned about her temperature. By how cold she felt, Fluttershy figured that she had been out in the forest for at least a few hours. 

Fluttershy pivoted on her hind legs and looked at Lazarus with hope.

"She's very cold." She murmured, "Can you warm her?"

"Yes." Lazarus said, making a relieved smile cross Fluttershy's face, "Give her here."

Lazarus gingerly wrapped his tail into a loop, which would serve as Flurry Heart's cradle. She was too small and too fragile for Lazarus' claws. So, the tail would have to do.

Hush.

Blue flames exited Lazarus' mouth and lightly showered down onto Flurry Heart. Fluttershy knew what his healing flames felt like and was thankful that Lazarus could control such a force. Shortly after, the flames stopped and Lazarus lowered the baby alicorn down to Fluttershy.

"Alright," Lazarus said, lowering himself again and sniffing the air, "we best be going. The timber wolves are coming back."

Fluttershy beat her wings and flew onto his back. Feeling her position herself between his shoulders again, Lazarus rose into the air and towards Ponyville. They were glad to leave when they did, because they saw five large timber wolves creep into the clearing, right where they had been standing.





Cadence sobbed and cried as Shining Armor held her. They were near the Everfree Forest where Starlight had told them, Flurry Heart had "gotten away from her." 

"I followed her as far as I could," Starlight said, "but she was too fast and I kept getting hung up on shrubs."

"Then you should've used your magic!" Cadence sobbed, glaring at the unicorn, before burying her face into Shining Armor mane.

"I tried, but like I said, she was too fast."

It had been several hours since they had entrusted Starlight to take care of Flurry Heart. But when Starlight returned, she had told them that their daughter teleported out of her hooves and raced towards the forest. She even said that she went as far as she could into the forest in order to catch Flurry Heart, but got tangled up in some vines.

Twilight scanned the forest, hoping to catch a glimpse of her niece, even though she knew that it was nearly impossible to see anything in the trees. 

Caw!

But a small glimmer of hope appeared in the form of a crow, that had been watching them. Twilight saw it and immediately remembered that she had a friend in the forest, who could help. 

"Excuse me." Twilight said, trotting up to the crow's tree, "Could you get Lazarus for me?"

Caw!

The crow responded, but it didn't move. Since Twilight didn't have the same capabilities as Fluttershy, whenever it came to animals, she wasn't able to understand the crow. 

"Please." She pleaded, "It's an emergency! We need Lazarus!"

At this point, both Cadence and Shining Armor were looking at her in some confusion. True, they had heard about Lazarus from a rumour that spread across Equestria, but they had never seen him.

"Why are you talking to a crow?" Shining Armor asked, "They're not going to help us."

But then the crow looked up, which made Twilight look up as well and was glad that she did. 

Flying above the treetops, she saw a large wingless dragon fly in front of the moon. Twilight recognized the dragon and followed him until he had landed a fair distance away from them. 

"Oh, Lazarus!" Twilight exclaimed, racing towards him, "Please, have you seen a baby alicorn?"

Cadence and Shining Armor kept their distance as they watched Twilight approach the dragon without fear. Lazarus was looking at them, head-on, his crest blocking their view of his back.

"Funny you should ask that, Princess." Lazarus grinned calmly, "Fluttershy."

Twilight watched as Fluttershy flew over Lazarus, with Flurry Heart cradled in her forelegs. The little baby was sound asleep and unharmed, making Cadence gasp and race to her. Shining Armor followed close behind, keeping a watchful eye on the dragon.

"Oh, thank you!" Cadence cried as Fluttershy gave her daughter back to her, "Thank you, thank you, thank you!"

"You're welcome." Fluttershy said, watching Cadence gently plant kisses on Flurry Heart's head, "But you should thank him too."

They looked at Lazarus as he gazed down at them. A deep shade of blue faded across his eyes. To him, seeing a parent reunited with their child was enough of a reward.

"You don't have to." Lazarus said, before they had, "Your expressions and reactions are enough."

Then Shining Armor stepped forward.

"So," he said, looking up at the dragon, "you're Lazarus?"

"Indeed, I am." Lazarus replied, "And you must be Prince Shining Armor and Princess Cadence. Twilight's told me a lot about you two."

"Really? She's never mentioned you."

They looked at Twilight, who had a sheepish grin on her muzzle.

"I, um, haven't had the time." She said, which made Shining Armor smile at her.

They were so busy talking, that none of them noticed that Starlight had slipped away and headed back to the castle. 

For an hour or two, the ponies and dragon talked, allowing the Royal Crystal Family to get to know the Guardian of the Everfree. But, as most things go, it was getting around time for them to turn in for the night. 

"I have to go." Lazarus said, looking at the position of the moon and leaving, "There are still some things I must tend to."

"Wait." Cadence said, flying up to his head and kissing him under his eye, "Thank you, for bringing my daughter back."

"You're welcome."

They watched as the dragon approached the crow, who had been watching them. 

"Come, Black Feather." He said, "I want to talk to you."

Caw!

With that, Lazarus and the crow entered the forest, leaving the ponies at the edge of the forest. They waited until, Lazarus' tail had disappeared into the shadows, before leaving. But then, Twilight looked around and noticed something missing.

"Where's Starlight?"        
  
> Chapter 23: Heartless Monsters
> --------------------------------------------------------------------------

"Mmmm!" Starlight groaned, feeling her mind pounding in her skull. 

"Well," an eerie voice said, "look who's decided to join us."

Starlight slowly opened her eyes and saw that she was surrounded by darkness, while she was bathed in light.

She had no idea how long she'd been unconscious, but she believed that it must have been for a long time. But, what Starlight did know, was that wherever she was, felt completely opposite to Ponyville. The scents and sounds were alien to her and she could feel several sets of eyes watching her from the darkness. 

"Argh!" She groaned again as her head throbbed.

Starlight tried to bring a hoof to her head, but felt her hoof being restrained by something. Looking to see what stopped her, Starlight saw that her hoof had a shackle around it. The shackle had a chain that attached to an ugly metal frame that stood up like an archway. Then she looked around and saw that all of her hooves were shackled and chained to the frame. Her forelegs were above her, pointed in different directions, while her hind legs were shackled together in a single metal piece. 

Starlight tried to use her magic to open the shackles, but her head hurt too much, which weakened her abilities.

"If you're trying to escape," the voice mocked, "then you might as well scream for help while you're at it."

"Wh-who are you?" Starlight asked, feeling a small shred of fear, "What do you want?"

At that moment, Starlight watched as a Changeling emerged from the darkness. But this one was taller and more frightening than the ones that she's seen before. Not to mention, this one had shimmering green eyes with slit pupils, web-like hair, and a jagged horn.

"I'm sure that you've heard of me, from Princess Twilight Sparkle." She said, leering at the unicorn.

Starlight stared back as she remembered seeing this face in one of Twilight's journals. Then she remembered reading the name, that was under the sketch that she had seen.

"Y-you're Chrysalis, are- AAAAAHHHH!!!!" Starlight screamed as she felt a shock of electricity surge through her body, making her reel and squirm in pain.

"That's Queen Chrysalis, to you, Starlight Glimmer!" Chrysalis hissed, letting her horn's magic subside and Starlight's torture pass.

Starlight hung her head and breathed heavily as the electricity stopped. Never before, had she ever experienced such pain. 

"H-how... do you... know my name?" Starlight panted, lifting her eyes back to the Changeling Queen.

"Let's just say," Chrysalis began, "I have eyes and ears that hide in plain sight."

"What... do you... want?" 

"In truth, I want to know what was in that crate that you and your friends hid in the mines."

Starlight's eyes widened. Her heart, whether it was from fear or the electricity, pounded in her chest. At this point, she knew that she had to think fast, which was hard because her head hurt too much and limited her thinking.

"I'll make a deal with you." Chrysalis said, as a twisted grin crossed her face, "I'll give you three chances to tell me. If you lie to me, I'll shock you. And if you fail on your third chance..."

Three Changelings emerged from the darkness and created three green orbs that showed, Lazarus' cave, which was full of bats, a large group of trees with phoenixes in them, and Princess Luna standing on her balcony with a crystal chalice as the moon descended.

"...I'll order my subjects to eliminate every one of them" 

Starlight gulped hard and stared at them. Now she was really in trouble. If she lied, she would experience more pain and risk killing innocent lives.

"W-what's in Luna's chalice?" She asked.

"I'm glad you asked." Chrysalis purred, "I had one of my subjects slip a special ingredient into her favorite drink. Which will leave her completely paralysed as it slowly burns her from the inside until all that remains is a lifeless corpse!"

Starlight gulped hard.

"But if you answer my questions correctly, I'll order my subject to stop her from drinking. Do we have a deal?"

Starlight nodded and took a deep breath. 

"First question!" Chrysalis hissed, "Are the contents of that crate dangerous?"

"Um..." Starlight stammered, "No."

That was the wrong answer. And Chrysalis knew that.

Bzzzzz!

"AAAAAAAHHHHHHHH!!!!!!!" She screamed as pain shot through her again, "I MEAN, YES!!! YES, THEY'RE VERY DANGEROUS AND POWERFUL!!!"

"Very good." Chrysalis mused, relaxing her magic, "How powerful?"

"I... don't know. I've never... tried... to use them."

Bzzzzz!

"AAAAAAAAHHHHHH!!!!! I'M TELLING THE TRUTH!!!! ALL I KNOW IS THAT TWILIGHT IS AFRAID OF THEM!!!!"

"How interesting."

Then Starlight realized her mistake. All at once, thoughts invaded her mind as she tried to think of a way to divert Chrysalis' interest, but nothing seemed useful.

"My last question." Chrysalis sneered as a devilish smile cracked across her face, sending Starlight chills that felt colder than ice, "Did you really think that I was going to spare their lives?"

"What?!" Starlight exclaimed, before another charge ripped through her body, "AAAAAAHHHH!!!!!"

"Now."





The Cradle of the Everfree was quiet as phoenixes were just starting to wake up. The sun peeked over the horizon as morning arrived, bringing a new day.

SQAAAWWW!!!

A phoenix sounded a warning as it saw several Changelings charge into the crater and towards them. Many of the phoenixes, who were awake and alert, swooped down from their perches and bombarded the invaders. While others stayed in their nests to guard their eggs. 

Ashes watched as her mate dived and weaved, trying to dodge the magical beams that shot past him. 

Bzzzzzz!

SQAAAAAAAWWWWWWW!!!!

Unfortunately, his skills and instincts weren't enough to keep him out of harms way. Then a Changeling approached Ashes' nest and shot at her as well. She dived, just avoiding the beam, and flew up at the Changeling, latching onto his face.

"Get off me!" The Changeling cried as sharp talons sunk into his skin.

Bzzzzzz!

SQAAAAAWWWWWW!!!!

The Changeling's horn lit up and shot the poor bird, point blank. Ashes slid off his face as he proceeded to take aim at the nest, destroying it in a single shot. 

Whumf! 

Ashes landed on the ground hard and gasped for air as she watched her family be destroyed, blood coating her feathers.





Meanwhile, Lazarus' cave was being assaulted by Changelings. 

SQUEE! SQUEE, SQUEE, SQUEE!!!

Bats swarmed frantically as they were exterminated out of their home. 

"Hurry up!" A Changeling called, "We don't want to be here when the dragon gets back."

Bzzzz! Bzzzzz! Bzzzzz!

Leather Wing held her daughter close as she waited for an opening. Then, just as she saw one, the bat dropped from the ceiling and flapped her wings as hard as she could. 

Bzzzz!

SQUEE!!!

Leather Wing was grazed by a magical burst, causing her to crash and break her wing. Fuzzle rolled from her mother's grasp and under some thick bushes, almost completely unharmed. Quickly, the little bat stood on her wings and feet, turning towards her mother. At that moment the Changelings emerged from the cave, one of them stopping next to Leather Wing. 

Fuzzle began to creep out of her hiding place, but stopped when her mother squeaked at her, warning her to stay away.

Squee!

Bzzzz!

The Changeling killed her quickly and took to the air, leaving a lightly smoldered bat body laying at the edge of the forest. Fuzzle emerged after a moment and nudged her mother gently, but received no response.

Quickly, the little bat flapped her wings and darted into the trees.





Luna was enjoying her view as the moon disappeared completely under the horizon, making way for her sister's sun. Her horn glowed as her challis floated gracefully to her. 

"I hope Lazarus is enjoying this as much as I am." She said as she brought the drink to her lips.

Sipping gracefully, Luna drained half off the challis, before suddenly feeling very dizzy. Bracing herself against the railing, Luna swayed like a ship in the sea. 

Smash!

Her magic faltered, causing the challis to fall to the floor and break, spilling poisoned Midnight Elegance. She staggered to the only Lunar Guard that had been watching her.

"P-please..." she moaned, "H-help...me."

He looked down at her and gave her a hard kick.

"Umph!" she grunted, rolling to her side, paralysed by the poison.

"Queen Chrysalis sends her regards." The guard said quietly, before another entered, causing the first one to change his behavior, "Alert Princess Celestia! Now!"

The second guard quickly ran out of the room, leaving the fake guard and Luna as she closed her eyes.       





"AAAAAAAAAAAAHHHHHHHHHH!!!!!!!!!!!!" Starlight screamed loudly as the electricity ran through her.

Finally, after what felt like an eternity, Chrysalis stopped her assault and watched as Starlight twitched, until she became motionless.

"You two, with me." Chrysalis ordered, before singling one of them away from the others, "And I want you to stay here."

"Why, your Majesty?" The Changeling asked, looking back at Starlight's still and quiet body, "I doubt she'll be going anywhere."

"Don't question me, just do as you're told!"

With that, Chrysalis left with her two guards, leaving Starlight and the Changeling alone. 

Poor Starlight, she had endured so much pain, in such a short amount of time. Small vertical lines of smoke rose from her body and static charges flickered in her mane. Her mouth hung open as blood seeped from it and her nose, dotting the floor. But her eyes were being covered by her mane, making it hard to see if she was still alive.

Plip, plip.

The Changeling approached the frame and looked up at her, after making sure Chrysalis was gone.

"Now," he said as a grin appeared on his face, "what should I do with you?"

Plip, plip.

"I wonder what you taste like."

Then the Changeling hovered up to her, carried by his insect-like wings. He closed the distance between them and opened his mouth, revealing two very sharp fangs. 

Plip, plip.

"Mmmm." The Changeling hummed, using his tongue to catch one of the blood drops, "Interesting. You're somewhat different, than other ponies. I wonder what might happen if I try a bigger amount."

Tilting his head, the Changeling opened his fangs wide and closed in on her neck. But just before his fangs could claim their prize, the Changeling felt his neck tighten and started choking.

"Do you know what I really hate the most?" Starlight's voice said as the Changeling landed on the ground and collapsed, holding his throat.

The Changeling lifted his gaze and saw Starlight staring down at him, her horn glowing furiously.

"I hate chatty villains!" Starlight snarled as the Changeling's breathing became shallow, "If you're going to do something, do it, don't just stand around and talk about it."

"H-have...m-mercy!" The Changeling begged, gasping as his life slowly slipped out of him.

"Mercy? Sure, I'll grant you the same mercy you gave Princess Luna and those animals!"

Starlight's magic intensified, crushing the Changeling's windpipe completely. She watched until the Changeling stopped breathing, before releasing her grip on him.

Her horn died down as her eyes stayed locked on the lifeless body that laid before her. 

"W-what have I done?!" Starlight whispered, shocked that she had killed someone.

Tears formed in her eyes as terrifying thoughts entered her mind. Everything from being judged by her friends to being sent to Tartarus, made Starlight close her eyes and shake her head frantically. When she finally stopped, she felt as if she was a monster that deserved to be chained up.

But after a moment of crying, Starlight had a realization.

"No!" She said, opening her eyes again, "Monsters kill for fun, while warriors kill for what's right. He was no warrior and I'm no monster... But I'm not a warrior either."

Illuminating her horn again, Starlight enveloped one of the shackles. Unfortunately, they were protected by an enchantment that kept them from being tampered with. Rolling the shackle by twisting her hoof around, she saw a green gem that was attached to a clasp. Then Starlight looked back at the Changeling's body and an idea popped into her head.

"I wonder..." She said as her magic wrapped around his body and brought his horn up to the gem.

The horn made contact and the shackle opened, freeing Starlight's hoof. But her magic faltered, causing her to drop the body.

Thu-thump!

"Argh!" She groaned as her head started throbbing again. 

Starlight wasn't sure why her magic had returned for a short time. But she knew that without it, she wouldn't be going anywhere. After gingerly messaging her head with her free hoof, Starlight focused again, levitating the body to the other chained foreleg. 

"Whoa!" Starlight exclaimed as the shackle opened, allowing gravity to bring her to the ground.

Cl-clink! Whump! Thump! 

"Umph!"

Starlight's hind legs were still chained together, causing her to lose her balance as she landed on the ground. The Changeling's body landed face-to-face with her, making Starlight hoist herself up on her forelegs in order to get away. But then she noticed that her magic had been faltered again. But this time, she knew that it had to rest for a moment or two.

"Great." Starlight grumbled, looking up at her horn, before looking at the body.

Reaching and grasping the Changeling's head in her hooves, Starlight dragged him to the shackle that held her hind legs. 

"This is the most disturbing thing I've ever done." Starlight said to herself as the shackle opened and quickly scooted away from the body, "Never again, never again, never again!"

After shaking the feeling away, Starlight illuminated her horn and looked around the room. To her surprise, the room was half the size of Twilight's throne room. As she shifted her vision, she saw her saddlebags and a strange door. 

Wiping away the blood from her face and using her magic, Starlight brought her saddle bags to her and looked inside. Unfortunately, the four memory gems that she had taken from Korg's cave were gone, leaving the bags empty. 

"I've got to get them back." Starlight said, putting the saddle bags on, "I promised Crawl that I'd bring them back and I intend on keeping that promise."

Then she looked over at the door and saw that it had a green gem that was similar to the ones on the shackles. Turning her attention back to the Changeling, Starlight spotted a large knife holster, strapped to his flank. Using her magic, she unbuttoned the holster and took out the knife. The blade was serrated and curved on one side, while the other side was flat and blunt. The hilt was wrapped in a ripped cloth with some of the threads hanging loose, while the end had a sharp spear tip attached to it. 

As she rolled the knife in her magic, Starlight looked back at the Changeling. 

"Okay!" Starlight whispered, taking a step back and turning her head away as a very odd and very sick idea entered her mind, "It's one thing to kill someone, but cutting them up and using them is something entirely different! I mean, sure, Changelings are the only ones who can use those green gems, but I can't just cut him up."              

Her vision slowly rolled back to the Changeling, or more specifically, his horn. 

"Maybe, I don't need all of him." She breathed, lowering the knife's edge to the base of the horn, "Just one piece. I hope. Oh, Celestia, forgive me!" 

She moved the blade back and forth, sawing through the horn. After a few minutes of cutting, because she had to stop occasionally and rebuild the courage to keep cutting, Starlight finally separated the horn from it's host. She held it and the knife in her magic, both were dripping a yellow liquid that she believed was their blood.

"Okay," She said, levitating the horn over to the gem, "please work."

The horn made contact and the gem pulsed, before the door opened. A small grin appeared on Starlight's face as relief took hold of her. However, the feeling didn't last long as she realized that it might take quite some time to get out of wherever she was.

She was still holding the knife and horn in her magic. But she knew that she couldn't hold them the whole time. Opening one of her saddlebags, Starlight placed the horn inside for later use. She was about to put the knife in it, as well, but stopped when a thought entered her mind.

"Wait a minute." Starlight thought aloud, "I'm sure if I put it in here, then it'll cut through the bag and make a hole."

Then her focus shifted back to the holster that had been strapped to the Changeling. 

"At least it's not a body part." She said, before unbuckling the straps and putting it on herself.

After adjusting it to her size, Starlight finally managed to get it to fit properly. She slid the blade into place, while the hilt was left exposed. 

"Alright. Now I'm ready to go."

Cautiously, Starlight poked her head out the door and checked to see if it was safe. Thankfully, there wasn't any guards around, so she managed to leave the room without any trouble. 

She moved through the halls silently and carefully, occasionally having to duck into another room to avoid being caught. But as she ventured further, Starlight felt more lost than in Twilight's castle. But after what felt like an hour of wandering and hiding, Starlight came to a balcony that overlooked, what she believed, the throne room. 

"Why do they need a door that big?" Starlight whispered, looking at a very large door on one side of the room. 

Then she heard the sounds of hoof steps enter the throne room and ducked down. The balcony was high enough that if anyone were to look up at it, they wouldn't be able to see her. Provided that she stayed laying down. 

"I don't care how you do it!" Starlight heard Chrysalis' voice hiss, "Just get it done! I won't say it again!"

"Yes, your Majesty." Another voice said, before the sound of hoof steps faded away, meaning that someone had just left the room.

Starlight brought her head to the edge of the balcony and looked down into the room. As she suspected, Chrysalis was setting herself down in her throne and was talking to another guard. But Starlight's heart sank when she saw the four memory gems on a table, next to the throne. 

"Summon Dragon Lord Stag." Chrysalis ordered, "I want to speak with him."

"Right away, your Majesty." The guard said, before bowing and leaving the room.

Shortly after, the large door opened and Starlight had to put a hoof over her mouth, in order to keep herself quiet. She watched as the dragon's head snaked through the door carried by a long neck. But, a small flicker of joy was felt as Starlight realized that she wasn't far from the outside of whatever this place was.

"I can not be summoned like some domesticated pet!" The dragon growled, "You better have a good reason for calling me."

"Actually, I do." Chrysalis mused, "My subjects have just raided Lazarus' cave and poisoned one of his daughters."

"Daughters? That's impossible, there are no more Healing Dragons for him to mate with!"

"I never said that she was a Healing Dragon."

"Really? Then how is she his daughter? It's nearly impossible for two different species to have children!"

Chrysalis' horn lit up and a green glowing orb appeared. From where Starlight was, she wasn't able to see it, but she could hear the sounds of a conversation coming from the orb.

"I only hope that you believe that I made a good decision by accepting Lazarus as a father figure, rather than a friend." Luna's voice said softly.

"I'll accept your decision." Celestia's voice said, "But only if Lazarus accepts both of us."

"It would be a disgrace, if I didn't." Lazarus' voice replied.

Then the orb vanished and Stag had a sly smile on his snout. Starlight, however, was shocked by what she had just heard. Never, in the entire time that she knew Lazarus and the princesses, had she expected them to become a family of some sort. 

"If one of them is already weakened, then we should act now!" Stag rumbled, "I want another shot at killing him!"

"No!" Chrysalis hissed, "If we attack now, then we'll be caught between fighting him and fighting the Royal Guard. I want them to feel the full force of us as we take their capitol city. And we won't stop there. With you at my side, all of Equestria will fall and submit to my rule."

The dragon went silent as he thought.

"If he considers them as daughters," Stag said, after a short time, "I doubt he'll stay away if one of them is in danger."

"He might if he knows what kind of poison I used." Chrysalis smiled.

"His healing magic is very powerful. What makes you think he won't be able to heal her?"

"Because I used cobra flower nectar and nightshade powder to make it. The cobra flower is a slow and painful killer, while the nightshade powder will stop any healing spell. If he wants to save her, then he'll have to find an ice lily. But he'll fail in saving her, because while he's away, that's when we'll strike."

The Changeling Queen and the Dragon Lord smiled at one another as they went over the plan, unaware that they were being watched.

"And when he returns, you will have the honor of killing the last Healing Dragon." Chrysalis said with a twisted smile.

"Heh! I like your style." Stag grinned, "It reminds me of myself when I was ruling the dragons. I must go now, summon me when the time comes."

With that, the dragon's head slid out the door he had entered, leaving Chrysalis to bask in her thoughts. 

Starlight knew that she had to warn Lazarus and her friends, but how could she do that. She was stuck in a strange place that was almost literally crawling with Changelings. And the only way that she saw that lead outside was the door the dragon had just used. But her mind was still trying to process the fact that she had just seen the Dragon Lord from Lazarus' past, with her own eyes. What made it more terrifying was the fact that he was allies with the Changelings. 

Clop, clop! Clop, clop!

The sound of hoof steps made Starlight snap out of her thoughts as a Changeling ran into the throne room and bowed. 

"What is it?" Chrysalis asked, looking down at her subject.

"I apologize for barging in, your Majesty!" The Changeling panted, "But one of the prisoners has escaped!"

"What?! Who?!"

"The Lunar Guard! He knocked out the two guards that had been watching him and now he's loose in the Hive!"

"Find him! Now!"

"Right away, your Majesty!"

The Changeling bowed again and raced out of the room, while Chrysalis rose from her seat and levitated her sword to her side. 

"I want his wings!" She said to herself, before leaving.

Starlight waited until the sound of hoof steps faded away, before standing up again.

Whump!

"Umph!"

But before she was at full stance, Starlight was knocked back down. She quickly turned her head to see who had attacked her, but was surprised when she did.

"What are-" Starlight tried to protest, but stopped when a hoof was pressed against her mouth.

"Shhhh!" The bat pony hushed, "Cry for help and the last thing you'll see is my wing blade as it goes through your neck, Changeling!"

He had Starlight pinned to the floor on her stomach, so she wasn't able to move. But since he had just called her a Changeling, Starlight was thankful that it was the Lunar Guard that the Changeling had alerted Chrysalis about. 

"Now, talk!" He whispered harshly, "Where are the other prisoners and where's the exit?"

He removed his hoof from her mouth, allowing her to speak.

"Look," Starlight replied quietly, "I'm not a Changeling. I don't know where everypony else is, but I can tell you that we're not far from an exit."

"Fine. We'll start with the exit. Where is it?"

"Down there. That dragon sized door on the side of the throne room."

The guard looked over the edge and saw the door, but quickly turned his attention back to Starlight.

"I'm having a hard time believing you." He said, applying more weight on her, "Do you honestly think I'm going to walk out the same door a dragon just used? Do I look like I plan on being eaten?"

"I'm telling the truth!" Starlight squeaked under him.

"That's funny, because Changelings are very good at being convincing."

"But I'm not one of them."

"If that's true, prove it."

"How?"

"Use that knife of yours and cut yourself."

Starlight's eyes widened at his request. In her mind, she believed that if she didn't, the guard would do it for her, but in a far less gentle fashion. But if Starlight did as she was told, then she might be hurt from the injury.

"W-why?" She stammered, breathing heavily on the floor.

"I want to see what colour you bleed." He replied, pointing a wing down at her, "But if you don't, then I'll have to find out for myself. Am I clear?"

Starlight nodded and lit up her horn. The guard held the tip of his wing blade directly above her head.

"If you turn that blade on me, mine will go into your head." The guard said, letting her know the situation she was in.

Starlight nodded again as the knife floated through the air, until it hovered in front of her. As it waited to be used, Starlight moved a foreleg under the serrated blade and lowered the knife down to it. She felt the blade's sharp teeth on her skin and applied a little pressure, allowing a single red dot to appear.

"That's good enough." He said sternly, removing his hooves from her back and allowing her to move.

Starlight quickly pulled the knife away from her foreleg, which was barely harmed. Slowly she stood up and looked at the Lunar Guard, who had almost no expression on his face. She wanted to scream at him and throw something, but she kept herself calm and didn't move.

"W-why did you make me do that?" She asked, rolling the knife in her magic.

"I'm sorry." He replied, rubbing the back of his head with a hoof, "But it's the only thing they can't keep hidden. If the blood is yellow, then it's a Changeling. But if it's red, then it's a pony."

"Do you know why?"

"Well, when they invaded the last time, we did some research and discovered that they're more like insects than ponies. I don't know the full details, I was only in charge of helping with injured ponies at the time."

Starlight rolled the words in her mind as she put the knife away. She looked back at the bat pony stallion. He was wearing a gold locket around his neck, but no armor on him and had plenty of fresh battle scars, but nothing like Lazarus. She wasn't too surprised to see that one of them was bleeding red. On his wings were two very sharp blades that outlined and moved with his bat-like wings. 

"Anyway, how did you manage to escape?" The guard asked, trying to ease the tension that he knew Starlight had.

Starlight froze. She had almost forgotten about what she had done, but when he asked her, it came rushing back to her like a flood.

"I... uh..." Starlight stammered, kicking at the ground as tears formed in the corners of her eyes, "I did something that might haunt me for the rest of my life."

The stallion understood what she meant by the tone in her voice. It also explained why she had a Changeling's knife. Stepping forward, he placed a hoof on her shoulder as she started to cry.

"Hey." He began, trying to comfort her, "Listen to me. What you did, doesn't change who you are. Now, I'm not saying that what you did was right, but it wasn't wrong either. What you did was survival, and that's usually triggered by your subconscious taking control of your mind and body. And right now, you are in control."

"W-what should I do?" She asked, wiping tears as they appeared.

"When the time comes, you'll have to manage it and control your actions. I can teach you, when we get out of here. For now, just push it out of your mind and keep moving. Alright?"

"A-alright."

With that, the stallion took his hoof off her shoulder and grabbed her lightly injured foreleg. 

"What's your name?" The stallion asked, inspecting the thin red line on her leg.

"Starlight Glimmer." She replied, feeling more relaxed.

"Pleased to meet you. I'm Shadow Chaser."

"How long have you been here?"

"If I had to guess, two weeks. You?"

"I have no idea. The last thing I remember, is being hit in the head by something and passing out."

Shadow released her foreleg and looked back at her. 

"Then that means that no one knows that you're here." He said, looking down into the throne room, "Which means that a Changeling has taken your place. And considering the fact that they have other prisoners, there are more of them impersonating innocent ponies."

"Then, that was you, or at least a Changeling, who was watching Princess Luna drink that poison." Starlight replied.

Shadow's eyes went dark as those words entered his ears. Since he was a guard he was loyal to both princesses, but he was a lunar guard, meaning that he took orders from Luna. 

"Is she still alive?" He asked, keeping calm.

"For now." Starlight replied, "But I'm not sure if she'll be like that for long."

"Then we have to move. Now!"

Quickly, Starlight and Shadow made their way through the halls. Looking in several rooms for signs of other ponies. As they went, they saw the shadow of a Changeling approaching and ducked behind two separate pillars on either side of the hall. As soon as the Changeling was in range, Shadow leapt out from his hiding place and knocked the Changeling to the ground.

"Where are you keeping prisoners?" Shadow asked, holding the tips of his wing blades against the Changeling's throat.

"Down...below." The Changeling choked, breathing heavily as Shadow's weight pressed down on him.

"Thank you."

Whack!

After kicking the Changeling and knocking him out, they hurried down to the next level and found several ponies in cells. But they were guarded by ten Changelings. They hid around the corner and watched as the guards went about their business.

"Can you fight?" Shadow asked, looking around the corner.

"A little." Starlight replied, "But I usually use my magic."

"Is your magic strong?"

"Not right now. I took a lot of pain in their interrogation room."

"Then you'll have to use your hooves."

Starlight looked at him in confusion, unsure about what he wanted her to do.

"Look," He said, sensing her words, "I can't take them by myself. I need your help if we're going to get everypony out of here."

Starlight nodded and took off her saddlebags, allowing her to move more freely.

"On three. One... Two... Three!"

The pair of them charged into the cell chamber and began the skirmish. 

Shadow used his hooves to beat and pummel several Changelings, while he used his wings to block their weapons. Starlight, however, used whatever limited magic she had to defend herself. But every so often, she would have to use her hooves. A part of her mind told her to use her knife, but Starlight wasn't interested in killing anyone else.

Shortly after, the fight was over and the chamber floor was littered with unconscious Changelings.

Starlight retrieved her saddlebags and took out the Changeling horn. Using it on the cell doors, the prisoners were freed. Most of them were adults, but there were some who were foals. That made Starlight even more angry than she had been before. 

"Calm down." Shadow said, knowing what she was feeling, "They're free now, so let's get them home."

Shadow and Starlight lead the way as they made their way to the throne room. It was the only place that showed an exit, but they also knew that danger might be very close.

"The dragon said that he would be back later." Starlight in formed Shadow and the others, "So this is our best chance."

Then her gaze shifted from them to the table that had the four memory gems. She walked over to it and placed the gems in her bags.

"Why do you want those?" Shadow asked as Starlight walked past him and floated out the horn.

"They're not for me." She replied as the horn touched the gem, "I made a promise to a friend that I'd return them. And I intend on keeping that promise."

The door opened and revealed a thick forest, but there was no dragon. To Starlight, nothing looked better. But to Shadow, something didn't feel right.

"This is too easy." He said as they all made their way into the woods.

"What do you mean?" Starlight asked, "Everypony's here, we know Chrysalis' plan, and it's a nice day."

"Yes. But don't you think that we should've encountered more resistance. I mean, think about it, they didn't put up a shield or barrier to keep any of us from escaping. And none of the guards tried to call for help. Plus, I seriously doubt that we took out all of them. That doesn't seem like luck, that sounds more like a trap."

They both looked around, scanning the forest for anything that might seem out of place. But all they saw were trees and bushes. As they journeyed further into the woods, Starlight decided to distract herself with a conversation.

"When you get back home, what are you going to do, Shadow?" Starlight asked, trying to ease his mind.

"Well," he began, "I'll start by dealing with the Changeling who thought it was a good idea to be me. I swear, if he did anything to my wife and children, he'll wish that he'd never been born!"              

"You're a father?"

"Yes. A colt and a filly. My son is ten, while my daughter is eight."

"They must be very proud of their father."

"Well, my son always tells me that he wants to join the Lunar Guard. While my daughter wants to be in the Royal Library. It scares me sometimes."

"Why would that scare you? I think you should be proud."

"Oh, that's not what scares me. It's watching them grow up, that's what scares me."

The forest was silent as they continued traveling, but all the while, Shadow Chaser kept his head on a swivel. 

Snap! Crack!

Everypony froze when they heard the sound of branches breaking. This made Shadow take a battle stance and waited for whatever made the sound to come out of hiding.

Rustle!

Chirp, chirp!

Thankfully, the only one to greet them was a little bird that emerged from a bush. Shadow relaxed as Starlight walked up to him.

"Aw! He's cute." She said, smiling at the bird.

"Perhaps." Shadow said looking around, "But something just occurred to me."

"What?"

"How come he's the only other creature we've seen? Shouldn't there be more?"

This made Starlight look around as well. She also noticed that there were no other birds around. In fact, the only sound that she could hear was from the wind blowing through the trees.

"You're right." She confirmed, looking back at him, "What do you think it means?"

"I think we're being watched." Shadow replied, "Come on, let's keep moving. And...you better hope that if we are being watched, they're orders are to only observe, not attack."

Cautiously, the group continued. But now Starlight and Shadow were on their guard. The others were too tired and too scared to be aware of any danger. It was almost amazing how any of them even had the strength to keep moving.

Snap!

The group stopped again as another sound invaded their ears. 

"Stay here." Shadow whispered as he approached a nearby bush.

Rustle!

"YAAAHHH!!!" 

Before Shadow could react, a Changeling burst out of the bushes and tackled the Lunar Guard. Everpony began to panic as more emerged from the forest. Starlight's magic was now strong enough to create a barrier that kept the Changelings from reaching the other ponies. However, Shadow Chaser was outside of the barrier and managed to fight of his attacker, only to have eight more rush him.

"Shadow, hold on!" Starlight called, stepping towards him.

"No!" He called back, bucking a Changeling and knocking it to the ground, "Get everypony out of here! I'll keep these idiots busy!"

"But I can't do it by myself!"

"Don't worry, I'll catch up! Just keep going!"

Starlight nodded when Shadow glanced over at her, before leading everypony away from the fight. She kept her barrier up as the sounds of punches and kicks faded into the distance. The foals had to ride on the adults backs as they ran. Occasionally, Starlight would have to blast a ray of magic at some Changelings in order to put some distance between them.

Finally, after what felt like an eternity, the group came to a clearing with a large pile of black charcoals and twisted metal. Making sure that it was safe, Starlight checked their surroundings, before dropping the barrier that was protecting them.

"Alright, everypony." Starlight said, "We're taking a ten minute break. With luck, Shadow Chaser will be rejoining us shortly."

The ponies murmured quietly as they rested.  

Starlight looked around at the clearing until her gaze fell on the blackened pile. There was something familiar about the pile. Stepping closer, she could see twisted and warped blades and spear tips. She walked around the pile as more of the objects became more familiar. Turning her head away from the pile, Starlight saw a very large patch of dirt that was a light shade of red. Then, all at once, she remembered exactly where they were.

Once their ten minute break was over, Starlight pointed the way to Ponyville.

"Just keep heading that way." She said, lowering her hoof.

"What about you?" A filly asked, looking up at her with concern.

"I'm going to stay here and wait for Shadow Chaser."

The filly nodded and gave her a hug, before leaving with the rest of the ponies. Starlight watched as they disappeared into the forest, then she looked up and felt a pinch of hope as her eyes spotted a single crow.

"Watch over them, please." Starlight said, even though she wasn't able to understand animals.

The crow nodded and flew through trees, in the same direction as the ponies.

Now Starlight was alone in the clearing, but part of her feared that Shadow had been captured or worse. However, she didn't have to wait long until she heard someone approaching. Acting quickly, she jumped into a thick bush and waited.

"Come on!" A Changeling hissed, shoving Shadow Chaser into the clearing.

"Umph!" The bat pony grunted as he hit the ground.

Starlight wanted to jump out of her hiding spot and charge to the rescue. But she stopped herself when a very threatening and familiar form appeared, along with ten other Changelings.

"How unfortunate." Chrysalis mused, approaching the injured Lunar Guard, "Your fellow escapees have abandoned you."

"At least... they're... safe." Shadow coughed, glaring back at her.

"Are they? Do you really believe they'll survive out here?"

"Starlight... will protect... them."

"Yes, let's talk about Starlight. I'll bet you didn't know that she enslaved a whole village. All because her little coltfriend got his cutie mark before her and went off to magic school, leaving the poor filly behind. It's a very interesting story, really."

"That doesn't... sound like... my friend."

"Friend? Ha! Surely you're kidding."

There was a pause as Shadow remained laying on the ground and looking up at her. But Starlight was shocked by what Chrysalis just said. She managed to push her past out of her mind as Chrysalis continued.

"Here's another interesting thing about your friend." She said, smiling down at Shadow, "She managed to travel through time once and altered the present. She even altered it to a present where I was ruling and you ponies were driven into the forest. That one is actually my personal favorite. But the most interesting one was the present that showed nothing, just pure wasteland as far as the eyes could see. There were no ponies, no Changelings, not even a single living tree. Just a dead nation."

"I don't... believe you!" Shadow remarked, breathing heavily.

"I would show you, but I have far more important things to attend to."

Then Chrysalis drew her sword and aimed the tip of the blade at his chest.

"So, you're just going... to kill me and... walk away?" Shadow coughed, glaring up at her.

"Considering the fact that I don't need you anymore, yes." Chrysalis grinned, before lifting her gaze and looking around, "Starlight! If your listening, I thought that I would let you know that your friend here, won't be returning home!"

Shinkt!

The blade came down and Starlight had to cover her mouth to stop herself from screaming. She watched as Chrysalis pulled the blade free from Shadow's chest, before signaling to her bodyguards to leave. But she stayed for an extra few seconds, before following them and disappearing into the dense woods. 

Starlight waited a moment, making sure that it was safe, before bursting out of the bush and towards her fallen friend. The stallion didn't move as she got closer, making Starlight's heart pound with fear.

"Oh, no, no, no!" Starlight pleaded, tears rolling down her face and holding his head in her hooves, "Wake up, Shadow! Come on! P-please, wake up!"

Slowly, Shadow opened his eyes and looked up at her.

"Now... that's the pony... I know." Shadow smiled, "Even though... I've only known you... for only a couple of hours."

"Shhh." Starlight hushed, looking at the pool of blood that formed around him, "Try not to talk. Save your energy."

"Starlight, look at me. I'm in... no condition to... travel. My wings... are broken and... my strength is seeping away."

"Don't say that. Think about your family. What'll happen if you're not there if your foals become parents one day? And what about your wife?"

"As long as... they're safe... that's all that... matters to... me."

Then Shadow Chaser grabbed his locket with his hoof and pulled it off of his neck.

"H-here." He wheezed, holding it up to her, "Bring this... to them."

"I... I-I can't." Starlight stammered, tears flowing down her cheeks, "I-I don't even know what I would say."

"Please! As a... final request!"

With that, Starlight hesitantly took the locket in her magic and held it. But she suddenly felt Shadow pull her head down to where his mouth was very close to her ear.

"Now, listen... to me." He whispered weakly, "Even the sweetest... being in the world... has monsters lurking... in their minds. But... it's our choice... if we let them... take control. You've got to... find it in... your heart... and fight... if you don't want... them to win. Always... be... true... to... yourself..."

Then Starlight felt his heart stop and his body go limp in her hooves. The only sound that could be heard came from Starlight as she cried at the loss of her latest friend. She lifted her head and looked at his face. His eyes were closed and a thin red line seeped from his mouth. It was a heartbreaking image to look at and Starlight wanted to bring his body back for a proper burial. But Starlight knew that she couldn't, at least, not right now. 

Her vision slowly moved from Shadow to his locket. She was hesitant at first, not wanting to be disrespectful, but after a moment, she opened it and found a family photo inside. While on the inside of the cover, was an engraved message that read; Never forget the most important thing in your life.

"I'll keep them safe, I promise." Starlight wept as she packed the locket, "That monster won't get anywhere near them."

Then she turned to leave, but stopped when an idea entered her mind. Focusing her magic, Starlight grabbed as many broken and twisted blades from the burn pile as she could. They all floated over to Shadow Chaser's body and began wrapping around him, encasing him in a metal cocoon. Then she levitated him to a thick group of bushes and gently placed him on the ground, hidden by the bushes.

Then she started walking away in a slightly different direction than Ponyville.

"I'm going to need some help." She said to herself, "And I know just who to ask."
> Chapter 24: A Broken Spirit And A Poisoned Heart
> --------------------------------------------------------------------------

Cling! Chink!

"Come on, Rainbow Dash!" Rarity grinned, holding her sword in her magic, "I thought you said you took lessons on how to use those. Ha!"

Chink!

"I did!" Rainbow Dash replied, crossing her wings and blocking Rarity, "And by the way, you should really work on your strength."

With that, Rainbow Dash knocked the sword out of Rarity's magic, disarming the unicorn. Making her friend and sparing partner surrender. 

"I must say," Rarity smiled, wrapping her magic around her sword and putting it in it's sheath, "Those wing blades do suit you very well. Are you sure you don't want an outfit to go with them?"

Rainbow Dash looked from one wing to the other. The blades were a little longer than her wingspan and were very light. And, considering the fact Rarity was friends with a pegasus blacksmith, the materials they were made of were easy to get, at a reasonable price. 

"Nah. I think these are just fine by themselves." She smiled back at her friend, "Besides, I don't want to bother you with it."

RRRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAARRRRRRRRRRRRRRRRRRRHHHHHHHHHHH!!!!!!!!!!!!!

The two friends stopped talking as they heard a roar in the distance. 

"That sounds like Lazarus." Rarity said, looking in the direction the sound had come from.

RRRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAAAARRRRRRRRRRRRRRRRRRRHHHHHHHHHH!!!!!!!

"Yeah," Rainbow Dash replied, "but why is he roaring that loudly?"

Then Fluttershy and the rest of their friends joined them, including Spike and Starlight.

RRRRRRRRRRRRRAAAAAAAAAAAAARRRRRRRRRRRRRRRRRHHHHHHHHHHHHHHH!!!!!! 

The roars continued to echo through the air. The only one who could understand them was Fluttershy. But she didn't like what they meant.

"Something's wrong." Fluttershy said, before heading towards the Everfree Forest.

"Fluttershy, where are you going?" Twilight asked.

"To see why Lazarus is upset."

With that, they followed Fluttershy's lead and entered the forest. But this time, it felt more lifeless than dangerous and that was more worrisome. There were no animals making any sounds, even the wind was silent. But nothing could prepare them for what awaited them.

When they emerged from the forest, they found Lazarus' cave. But, it wasn't the same cave that they knew. It was a terrible sight to look at. The entrance was blackened by scorch marks and small bloodspots littered the ground.

"Lazarus!" Fluttershy called, "Are you in there?"

There was no answer. But that didn't stop her from going in, being followed by her friends. As they entered, they noticed burn marks on the walls and the eerie silence that filled the cave, much like the outside. It was very obvious that something wasn't right. As they walked past the long corridor, they entered the memory gem chamber and found Lazarus. He was laying next to the pool, with his head looking at the water. 

"If you're looking for the Guardian of the Everfree," Lazarus said, sounding very dark and sad, "look somewhere else."

"We didn't come here to find a guardian." Fluttershy said softly, approaching the dragon, "We came because we heard the sounds of anger and sadness from our friend."

Everyone gathered at the waters edge and laid next to Lazarus. Rarity looked up at the gems on the ceiling and noticed that there were fewer than what was there before. She nudged Twilight and pointed up, showing Twilight what she saw.

"What happened, Lazarus?" Twilight asked, turning her head towards the dragon.

He was silent for a moment, before saying anything.

"I wasn't here to stop them." Lazarus said, still looking into the pool, "My cave, the Cradle of the Everfree, both of them disgraced and ruined."

"By who?"

"I don't know. Many of my crows were killed in the attacks, while the others were keeping watch on their areas. But whatever or whoever they were, they have magical properties. I know this because phoenixes can't be killed by practical means and they can't be harmed by fire either, because they're elemental beings. Which tells me that they were killed with magic."

"And the bats?"

"Look around, what do you think?"

Everyone looked around at the many marks on the walls. Every mark appeared to be pointed in a direction, almost like someone was firing magic at random. Or, someone was aiming and firing at several targets. While, on the ground, there were multiple small mounts of dirt, almost like they where small graves. 

"I'm so sorry." Fluttershy said softly, placing a hoof on his claw, "I don't really know what your feeling, but you can't give up. You're the one most of these animals trust to keep them safe."

"That might be true." Lazarus replied, "But this was different. Whoever or whatever attacked these places, knew that they were special to me. Which means, they're either very stupid or they want to draw me out."

Squee! Squee, squee!

Then everyone heard a sound that echoed through the caves. Even Lazarus stopped dreading as the sounds entered his ears and formed an image in his mind. He knew that it was a bat, but the pitch and tone of the sounds told him who it was.

"Fuzzle?" The dragon said as joy and disbelief collided.

Squee!

"Fuzzle!"

Carefully standing up and turning, trying not to hurt the ponies and baby dragon, Lazarus watched as a small bat flew towards him and landed on his crest. 

"She's alright!" Fluttershy exclaimed joyously, looking up at Fuzzle.

Squee!

"Yes," Lazarus replied as his emotions changed, "but she's traumatized."

The little bat was shacking furiously. It was enough to make Lazarus worry that whatever she saw, would haunt her forever. 

"Hey," Fluttershy cooed, flying up to the bat and petting her, "it's alright. You're safe now and nothing else is going to happen."

Belch! Fwoosh!

At that moment, Spike burped out green flames and a message. He caught it in his claws and started to read.

"Dear, Twilight

I have very tragic news. My dear sister, Princess Luna, has fallen fatally ill. Our doctors have come to the conclusion that a form of poison is to blame. They do not know what kind of poison it is, but it has caused Luna to become paralysed and raise her body temperature. How it got there, we do not know. Please come to Canterlot, immediately! Be sure to bring Lazarus with you, I believe that he might be able to bring Luna back to proper health. But you must hurry, I fear Luna does not have much time! 

Signed, Princess Celestia"

A shocked and horrified silence filled the cave as everyone ran the words through their minds.  

"L-Luna's dying?!" Twilight exclaimed.

"W-whatever shall we do?" Rarity asked.

"Obviously, we go to Canterlot." Rainbow Dash answered, still wearing her wing blades and rolling her eyes at Rarity's question, "And we're wasting time just standing here! We need to go, now!"

"Everyone, quickly, on my back, now!" Lazarus growled, lowering himself down, "Fluttershy, you're in charge of Fuzzle. Spike, write back to Celestia and let her know that we're on our way. And Pinkie Pie..."

Lazarus stopped talking as he looked away from them for a moment, before looking back and holding out his clawed fist.

"I believe this is yours." He said, opening his claws and revealing something that was valuable to Pinkie Pie.

"My party cannon!" She exclaimed joyously, taking it out of his claws, "How'd you fix it? And how'd you know it was mine?"

"I learned a few things from dealing with hunter traps. Plus, it smelled very sweet, like cake frosting and mint. Much like yourself."

"Thanks."

They climbed onto his back and readied themselves for a quick departure. Then they felt Lazarus lift off the floor of the cave, before accelerating out of the exit. The air made their manes and tails whip around as they flew towards Canterlot. It was a quick flight, but once they got there, the tension in the air increased dramatically.

"Halt!" A guard ordered.

"No!" Another called, recognizing Lazarus and Twilight, "Let them through!"

Thankfully, none of the guards were foolish enough to stand on the castle lawn, when Lazarus landed and barreled towards it. There were no citizens in the way as the momentum of the landing stopped just in front of the castle. They were behind the wall, but that didn't mean that there wouldn't be any staff or civilians around inside it's perimeter. 

"Where are they?!" Lazarus asked, sounding a little panicked, "Where are my daughters?!"

"Daughters?!" The guard replied, confused by the dragon's words.

"I don't have time to explain! Now, where are Celestia and Luna?!"

"Princess Celestia is in the throne room. While, Princess Luna is in her room."

The guard pointed at the tower that held Luna's bedroom. But Lazarus didn't need any direction, because he remembered where it was from the last time he was there.

"I'm going to check on Luna." The dragon said, lowering himself down for the ponies to get down, "While, the rest of you go and see Celestia."

"Wait!" Pinkie called, before Lazarus went to the tower, "What's this little thing on my cannon?"

She pointed at a green gem that was imbedded into the barrel of the cannon. It didn't look very special, but it certainly wasn't there the last time Pinkie Pie saw the cannon.

"Fireworks." Lazarus said, before heading to the tower, which was about as tall as he was.

With that, the ponies and Spike quickly made their way to the throne room, after Pinkie Pie left her cannon at the door. The sound of hoof steps echoed through the halls as they galloped around the castle. Then they found what they were looking for.

Eeeeek! CLUNK!

As quickly as she could, Twilight used her magic and the doors flew open, revealing the throne room and Princess Celestia. Upon seeing them, Celestia looked to her guards and waved her hoof, ordering them to leave. They obeyed and filed out of the room, leaving all of them in the large room.

"Did you bring Lazarus with you?" Celestia asked, rising from her throne and approaching them.

From the way Celestia moved, it was difficult to tell that something was wrong. But Twilight knew better, because she had read about such behavior in royalty. She knew that Celestia was only acting like there was nothing wrong, in case somepony else wanted to speak with her. Otherwise, if said somepony found out that there was something wrong among royalty, then it could cause panic throughout Equestria.

"We did." Twilight replied, carefully watching Celestia, "But, he said that you and Princess Luna were his daughters. Could you tell me what's going on?"

At that moment, Celestia's behavior matched her emotions. Tears began to roll down her cheeks and her legs started to tremble, causing the alicorn to collapse onto the ground. Her head hung low as she sniffed and wept.

"I-I'll tell you everything!" Celestia wept, burying her face in her hooves as she laid on the floor.

One by one, Twilight and her friends gathered around her, showing her that they were there to support her. But they weren't supporting her as a leader, instead they chose to support her as a friend. The only one who didn't, was Starlight, opting to just sit and watch as Celestia told them about Lazarus and Luna.

After a while, the story came to an end as did the tears.

"Princess," Applejack began, "why don't ya ask 'im to stay? I mean, I know there are caves that are big enough for 'im."

"I've never asked," Celestia replied, wiping away the last of her tears, "because he's a free spirit with responsibilities. If he wanted to stay, he's more than welcome. But I won't pressure him into it."

Clop, clop! Clop, clop!

The sound of hoof steps made them stop and look as a Lunar Guard rounded the corner and entered the throne room. 

"Your Highness!" He said urgently, stopping and bowing to her, "The dragon wishes to speak with you, immediately!"   

Without saying a word, Celestia stood up and left the throne room, followed by Twilight and her friends. The Lunar Guard stepped to one side, allowing them to pass by him. Starlight was the last to leave, but stopped when she saw the guard.

"Did you hear?" Starlight whispered, carefully watching the ponies as they walked away and around the corner, "Mine got away, while yours fell."

"I heard." The guard whispered back, "But remember, that was part of the plan. She's being followed as we speak. But they want me to go as well."

"Why?"

"Because before mine died, they had just become friends. And since I've watched and been this bat pony guard for so long, I know how he behaved, how he moved, and how he talked."

"You got a plan?"

"Yeah. Catch up with her, wait until she gets the crate, then kill her."

"But she knows he's dead."

"I'm very good at being convincing."

The two snickered to each other, before flashing their green eyes and going their separate ways. Starlight trotting around the corner and caught up with the others, while the guard made his way to the outside and left.

After a short time, they found Luna's bedroom door. It was closed, but under the door they could see a flickering blue flame. 

"I guess Lazarus is trying to heal Luna." Twilight said, looking at the flame.

"Yes," Celestia replied, placing a hoof on the door, "but Luna's bed is on the other side of the room. Which makes me wonder, why this little flame is out here." 

She opened the door and was met by what could be described as a flaming blue tornado. Even the floor was covered by a carpet of blue flames. Then Celestia looked at the bed and was almost horrified by what she saw. On the bed, which was also on fire, Luna laid as Lazarus breathed flames into the room from a nearby window.

"Lazarus!" Celestia called, running into the room, not bothered by the harmless flames, "What are you doing?!"

The torrent of flames stopped and Lazarus brought one of his eyes to the window. Celestia looked from the glowing orange eye to Luna as the flames disappeared. 

"I... I can't heal her." The dragon stammered, looking at the dark blue alicorn in the bed, "Th-that's never happened before."

"Then what do we do?" Fluttershy asked, stepping into the room.

"If I knew what kind of poison was used, then I might be able to get the antidote. But I don't, so I can't."

Then Luna twitched, which Twilight noticed.

"Luna!" Twilight exclaimed, causing everyone to look at the bed.

"Ch... Challis..." Luna groaned, sweat running down her forehead.

"Yes, we checked your challis," Celestia said, sitting next to her sister, "but the doctors don't know what kind of poison was in your drink."

"Laz... Lazarus..."

"What about him?"

"S-scent..."

Then Luna stopped talking and went back to sleep. Everyone looked at Lazarus and he looked back.

"How good is your nose?" Celestia asked, rising from the bed and approaching him.

"If I have enough of a sample," He replied, "I might be able to find out what Luna's suffering from."

Then Celestia looked away from Lazarus.

"Guards!" She called, causing two guards to run into the room, "Bring my sister's bottle of Midnight Elegance, please."

The guards didn't question the order as they quickly left the room. In very short time, they returned with the bottle in their grasp.

"Try this." Celestia said, taking the bottle and opening it, before levitating it over to the dragon.

Sniff. Sniff.

Then Lazarus' eyes widened as the scent entered his nostrils. 

"This isn't good." Lazarus said, looking at Luna, "How long has she been like this?"

"Six hours, I think." Celestia replied, closing the bottle, "Why?"

"Because cobra flower nectar can kill someone in eleven hours. And Luna only has five hours left, at best."

Everyone looked at one another, which gave Lazarus the impression that they didn't understand.

"The cobra flower is a very rare and very deadly plant that grows in jungles and rainforests." He explained, "It's nectar will kill someone from the inside, causing a slow and painful death."

"I-is there a cure?" Celestia asked sounding very worried.

"Yes. But It's nowhere near here."

"Then... what is it?" Twilight asked, looking at the bottle, "And... where is it?"

"To answer your first question, we'll have to find an ice lily. Unfortunately, there just as rare as cobra flowers. But I know where they are."

"I'm guessin' somewhere up north?" Applejack questioned, feeling the tension rise in the room.

The dragon's eye moved away from the window, allowing the ponies to get a full view of him. 

"Yes." Lazarus said, hanging his head, "But they grow in ice caves at the most northern part of the world. Much further beyond the borders of Equestria than I'm sure any of you have gone."

An unsettling silence filled the room as everyone weighed their options. But, it was very clear that there was only one logical option.

"I'll go." Celestia said, stepping forward, "I'll get the cure."

"No." Lazarus protested gently, "I'll go, while the rest of you stay here and watch over Luna."

The ponies looked at each other, before Twilight came up with an idea.

"What if we split up?" Twilight suggested, looking among her seven other friends.

"What do you mean?" Celestia asked, turning to face her former student.

"What if Fluttershy, Spike, Starlight, and myself went with Lazarus. While Applejack, Rainbow Dash, Rarity, and Pinkie Pie stay here with you. That way, you'll be able to send messages to us through Spike and keep us updated on Luna's condition."

Celestia looked back at Lazarus and saw that his eyes had changed to white. 

"I don't know..." Lazarus said, looking into the room.

Then Fluttershy stepped forward and approached the window.

"Lazarus," she said softly, almost like a bird chirping in the morning, "if you're worried about us being in danger, you don't need to be."

"Fluttershy," the dragon replied, "I've already lost so many friends. And where I'm going is no place for ponies. Frost monsters that show no mercy, temperatures that'll freeze your blood in minutes, unless you have very thick skin or fur. Not to mention, King Tiberius and Queen Frozette, neither of them like intruders."

"I've been in plenty of dangerous situations, this doesn't seem much different."

"Fluttershy..."

"Lazarus, we can either keep arguing about this or we can make preparations to leave. I, for one, am going to get ready."

Then Fluttershy turned towards Rarity and gave a brave smile.

"Do you have anything that can withstand extreme cold temperatures?" She asked, glancing around her body.

"I do." Rarity replied, sounding hesitant and concerned, "But are you sure you can handle this? I could go instead if you don't want to."

"No, I'm fine. Besides, isn't Sweetie Belle and her friends coming to Canterlot on a school trip today anyway? I'm sure if she saw me and you weren't here, she'd be disappointed."

"You make a good point. But my offer still stands until you leave."

"That's fine."

After they were finished talking, they all left the room, leaving Celestia with Luna. She wanted a moment with her before she came to see them off. 

Once they were outside the castle, Rarity lead Fluttershy, Twilight, Starlight, and Spike to Canterlot Boutique. While Applejack, Pinkie Pie, and Rainbow Dash waited with Lazarus for them to return. 

"Were ya tellin' the truth 'bout where ya'll are headin'?" Applejack asked, looking up at the dragon. 

"Actually," Lazarus replied, lowering his head and his voice, "I left out one part."

"And what part is that?" Rainbow Dash asked, concerned that whatever Lazarus had left out was something frightening. 

"I'm sure you've heard of Windigos."

The look on the three ponies faces turned to complete terror as the word entered their minds. They knew the story of Hearths Warming Eve and what Windigos did. But they always believed that they were gone for good.

"Please tell me you're joking!" Pinkie Pie said, putting on a false smile.

"I really wish I was." Lazarus replied as a dark look appeared on his face.

Before anyone could say another word, they saw their friends return. Spike was wearing a green backpack, while Twilight, Starlight, and Fluttershy had saddlebags that were loaded with supplies. Rarity followed behind them, looking somewhat concerned. 

"Last chance." Lazarus rumbled, "Are you all sure you want to come with me?"

"Yeah, I guess." Starlight said, readjusting her saddlebags.

"I'm ready whenever you are." Twilight answered, while Spike walked up beside her and nodded.

"Let's go." Fluttershy replied, sounding a little hesitant.

Then Lazarus lowered himself down, allowing them to climb onto his back. They positioned themselves between his shoulders and waited for him to push off the ground.

"Wait a moment!" Celestia called out as she stepped out of the castle doors, "I have something for you."    

Lazarus looked over at her as she approached with something in her hoof. Once she had reached them, they saw that it was a jar that had a gentle flickering light inside.

"What is it?" Twilight asked, wrapping the jar in her magic.

"It's Luna's first star." Celestia replied as a tear rolled down her cheek, "It will light your way through the caves if you need it to. All you have to do is ask it."

"Thank you, but we can't take this. It must mean so much to Luna."

"If I know her correctly, I'm sure Luna would want you to take it with you. If you don't need the light, then take it for good luck."

Then they saw Celestia do something that nearly shocked them.

"And take this too." She said as she removed her crown and held it up.

Hesitantly, Twilight took the crown as well and placed both items in her saddlebags. Then Celestia approached Lazarus and placed a kiss on his snout. 

"Take care of them, Lazarus." She pleaded quietly, "Please."

"I promise," the dragon replied as his eyes faded to a light blue, "I'll keep them safe."

Lazarus looked at her and could see the sorrow and pain she was feeling. His eyes faded back to white as he gently nudged her with his snout.

"Will you be alright?" He asked, giving her some comfort.

"Yes." Celestia replied, putting on her best smile, "Princess Cadence and Shining Armor are going to be here to help me. They should still be here when you come back."

With that, Lazarus pushed off the ground and pointed himself north. The ponies waved to each other, before they felt Lazarus move forward and away from Canterlot. Under them, they could see the world pass by and change as it turned from lush green to frozen white. The Crystal Empire came into view and sailed past them. Even Yakyakistan was quickly passed by. Then, all at once, all they could see was a frozen wasteland that stretched out as far as they could see. 

"You better put on something warm." Lazarus said as they kept flying, "And get comfy, it's going to be a long while before we reach the caves."            
    
> Chapter 25: Monsters, Gems, And Ghosts
> --------------------------------------------------------------------------

After what felt like forever, Starlight finally emerged from the forest. But she wasn't close to Ponyville, instead Starlight was standing near the entrance to the mines. She knew what she had to do, but at the same time, Starlight was frightened by what might happen if she failed.

"Alright," Starlight said to herself, "go in, get the gems, and try to convince Crawl to help. Hopefully."

Bravely, she proceeded into the darkness. Considering the fact that she used to live in these mines, finding her way around was easy. When Starlight finally reached the hoist and platform, she realized one detail that she had forgotten.

"Darn it!" Starlight scolded herself, "I don't have anypony to lower the platform."

Her mind began to process her options, but stopped when her horn glowed gently.

"Wait a minute."

She intensified her magic and started to levitate herself. Suddenly, Starlight felt a little foolish, because she had almost forgotten that she was able to do that. Hovering off of the platform and moving over the abyss, she started to slowly descended into the darkness. But this time, Starlight knew where she was going and what was down below. 

Shortly after, Starlight touched down on the cavern floor and turned to where she and Applejack found the tunnel. Her horn illuminated, allowing her to see where she was going. 

"Crawl?!" Starlight called out, "Can you hear me?!"

Her words echoed through the darkness, but received no response. In a way, it made Starlight a little concerned. Mostly because she wasn't very familiar with the caves. After all, she had only been down there once.

Using her bravery to the best of it's abilities, Starlight began walking into the tunnel. Thankfully, Starlight did remember the way to Korg's tomb, because it was a straight line. There were other tunnels that branched off her path, but she knew that they would lead to other chambers. It was actually somewhat amusing to her that she and Applejack got lost, when they were being chased by Crawl. 

Starlight quietly chuckled to herself about their simple mistake. 

As she kept walking through the tunnels, Starlight couldn't help but get the sense that she wasn't alone. However, her mind kept reminding her of the giant centipede that roamed freely in the caves. In reality, she was less afraid of him, than she was of Changelings. 

Shortly after, Starlight reached the tomb. It was as gloomy and empty as the last time she had seen it. But this time, she arrived by herself. Her gaze fell to the water and she saw one of the things that she was looking for. 

There, under the water and resting next to a dragon's skull, the wooden crate that they had left behind was still intact. Starlight was relieved to see that it was undamaged. But in the back of her mind, she had a small shred of fear because of what was in the crate. 

"Alright," she said to herself, focusing her magic, "I've come too far to turn back now. The only way to go, from here, is forward."

She wrapped the old box in magic and watched as it floated up and out of the water. 

Drip, drip, drip, drip!

Even in her magic, Starlight felt the weight of the crate. But she knew that was to be expected from heavy rocks and water-logged boards. It bobbed in the air as it drifted towards her. Then when it was at the water's edge, Starlight lowered it gently to the ground, being careful not to damage the gems inside.

Creak!

The hinges creaked loudly as she opened the lid, before removing the rocks that had held the crate under the water. When the last rock was hauled out of the crate, Starlight saw the two gems that she and Applejack hid. Both of them were unharmed and gleamed their respective colours. 

"One ruins minds," Starlight said, openly remembering what Lazarus had said about them, "while the other can do just about anything it's master wishes."

"Yes." Several voices whispered, "Imagine what we can do for you."

A cold chill ran through Starlight as the voices spoke.

"Wh-who are you?" She asked, frantically looking for the source of the voices, "Where are you?"

"We are what you came looking for, Starlight." The voices replied in a very eerie tone, "As for where we are, why don't you look back at the two gems in the box."

Starlight slowly turned her gaze back to the crate and saw the gems pulsing like heartbeats in the dark. 

"Y-you're..." Starlight tried protest, but was too stunned by what she was seeing and hearing.

"Yes." The gems replied as their pulses matched the sound of words, "And we want to help you."

"Help... how?"

"We can give you the world, we can give you everlasting life, we can even destroy your most hated enemy. All will respect you, all will fear you, and all will kneel before you without hesitation. Nothing in the world will be out of your reach. Even the most powerful being, will fall. But, nothing can be achieved without payment."

Something in Starlight's mind made her reel at that last part. She could tell that what they wanted was something of great value to her. However, her curiosity wanted to know more.

"What kind of... payment?" She asked, trembling with fear.

"Just a single drop of blood will do. Hee, hee, hee!" The voices chuckled, but they quickly formed a chorus of laughs that would give a foal nightmares for years, "HA, HA, HA, HA!!!"

Starlight covered her ears and dropped to the ground, but the laughs could still be heard as they invaded her mind. 

"STOP!!!" Starlight cried, "I'M NOT GOING TO LET YOU USE ME!!! AND I WON'T USE YOU TO CAUSE PAIN AND DEATH!!!"

"Then how are you going to protect yourself from him?" The voices cackled.

"From wh-"

Whumpf!

"Umph!"

Before Starlight could say another word, she was knocked to the ground and stunned by the impact. It took her a moment to recollect herself, but when she did, Starlight looked at who attacked her and was shocked by who she saw.

"Sh-Shadow Chaser?" She stammered, staring at the bat pony standing over her.

"Starlight?" He replied, looking down at her, "Are you okay?"

Starlight was too stunned to answer. All of her thoughts and senses came to a grinding halt.

"I-I saw you get stabbed in the chest!" Starlight exclaimed, starring at him, "I watched as your blood seeped from your body. I-I held you in my hooves as your heart..."

Then Starlight's shock turned to anger and fear as she realized who was actually standing in front of her.

"G-get away from me!" Starlight said, her voice trembling as she quickly backpedaled on her back, in order to get away.

"I'm not going to hurt you." He said as he advanced towards her, "The only things I want are those gems."

He pointed at the crate and Starlight's heart pounded as she felt the wall stop her escape. 

"Besides," he continued, stepping closer, "I'm your friend and you trust your friends, right?"

That's when all of Starlight's fear and anger merged into a burning rage. Before she knew it, her horn lit up and her knife was in between them, the sharp tip pointing at him.

"You might look like my friend," Starlight seethed, getting back on her hooves, "but you don't even come close to what he really was!"

"And what would that be?" He smiled menacingly.

"A warrior, a hero, a husband, and above all else, a loving father! Where do you get the nerve to wear his face?!"

"What can I say, I'm a heartless monster."

"I swear, if you harmed his family in any way..."

"Oh, relax. As far as they know, he's been ordered to stay at the castle at all times, until further notice." 

Then the bat pony stallion's smile grew wider and more twisted as he stared at her with emerald green eyes.

"But I'll admit," He chuckled, "his wife's love for her husband can clearly be seen in the bedroom." 

Now Starlight started to feel her blood boil as those words entered her ears, forming an image that disgusted her. If there ever was a rage that rivaled a large tornado, Starlight had found it and was about to use it's full force to destroy the only other living thing in that chamber.

At that moment, green flames erupted all over his body as he transformed. But Starlight didn't flinch when she saw what had become of the bat pony.    

"So," the Changeling sneered, drawing his own blade, "how do you want this to end?"

"I don't know yet." She said plainly, undoing the straps on her saddlebags and placing them on the ground, before blaring out, "But I'm not going to let you get away with everything you've done!"

"We'll see about that!"

Then both the unicorn and Changeling lunged at each other, their blades clattering around the chamber, blocking each others attacks. But that didn't stop them from using their hooves to beat each other.

Wham! Whack, whack, crack! Pch, pch!

Clink, clack!

The Changeling got lucky as Starlight found him on top of her. But she quickly brought up her hind legs and kicked him off, sending him through the air. But, he caught himself as his wings beat just enough to balance his unintentional launch. But Starlight was quick to react as she rolled back onto her hooves. Then she looked over at her knife and saw that it wasn't being bothered by it's rival.

"Let's finish this up, shall we!" She grinned as the knife sailed towards the Changeling.

The Changeling saw the knife approaching and quickly brought up his own. Unfortunately for him, the knife only changed course and sheered through one of his wings. 

"AAARRRHHH!!!" He cried out as he fell and hit the ground.

To Starlight's surprise, the Changeling quickly recovered and was on his hooves within a second. But now he was only down to one wing, which made the fight more even.

"You'll pay for that!" He hissed as he surged forward and caught her by the neck. 

"Ack!" Starlight choked as the Changeling picked her up and threw her to one side.

Splash!

Starlight landed face first into the water. She tried to use her magic and find her knife, but she was too stunned to do anything. And that's when she felt her attacker jump onto her back and hold her head under the surface, leaving her ears exposed.

"I know what you're thinking." He snarled as Starlight squirmed under his hooves, "You're thinking; 'why won't this monster just use his knife?' Well, the answer to that is simple."

He leaned in closer and spoke crudely and quietly into one of her ears. 

"It's more enjoyable to kill without weapons."

Starlight's thrashing became less frantic as she slowly drowned. As her mind started to darken, Starlight thought back to all of her best moments. Memories floated in front of her eyes, much like they were bits of debris in the water. Then, after a moment, her eyes closed and she became motionless. 

Rumble, rumble!

Suddenly, the Changeling felt the ground vibrate under him and stepped off the partially submerged unicorn mare. He quickly looked around and found himself completely alone. 

At least, that's what he thought.

Rumble, rumble! Cra-crunch!

The Changeling' gaze quickly darted to a part of the wall that had collapsed, making a large hole. He focused on the opening and saw three  dimly glowing green lights, which swayed and bobbed in the darkness. But then he saw the lights start to move out of the darkness and into the chamber, revealing to him that they were actually eyes that belonged to the biggest centipede that he had ever seen. 

Clek, chep!

He watched as the centipede's gaze shifted from him to Starlight. And that opened an opportunity for him to try and escape out of the chamber.

CHEEEEEEEEEEECH!!!!

The centipede quickly darted towards the exit, cutting off the Changeling's escape. The two of them stared at each other, both knowing that a short fight would ensue.

Bzzzzzzz!

CHEEEEEEEECH!!!!

The Changeling attacked, hoping to distract the creature. But that only made the centipede surge forward and grasp the Changeling in his large mandibles. This killed the Changeling instantly and the centipede ate him whole. 

After Crawl had finished eating his snack, his gaze shifted back to Starlight, who was still face-down in the water. Quickly, the large centipede approached her and used his antennas to lift her out of the pool. He held her and tilted her body, allowing water to drain out of her mouth. Then, after all the water had been poured out of her, Crawl placed Starlight on the ground and waited. 

The chamber was silent as he watched her motionless body. Yellow blood was still dripping from in between his mandibles. But, just as he was about to move away, Crawl saw Starlight twitch. He moved in closer and nudged her gently, receiving another twitch.

Cough! Wheeze! Cough, cough!

Finally, Starlight started to breath again, after coughing and vomiting out whatever water remained in her. Her eyes slowly opened and slowly rolled to look at her very large savior. At first, she was a little surprised to see the creature, but after a moment, Starlight was smiling up at him.

"Hey, big guy." She smiled, reaching out and touching one of his mandibles. 

Chep, clek.

"I'm getting really tired of this whole near death thing."

Clek.

Slowly Starlight heaved herself to her hooves and retrieved her bags. Opening a flap and floating out the four memory gems, Starlight presented them to Crawl. The centipede took the gems and placed them in some of the dents in the wall. 

"Crawl," Starlight said softly, making him look back at her, "I need some help."

The centipede tilted his head, which made Starlight believe that he wanted an explanation.

"That creature you ate," Starlight began, noticing the yellow liquid that dripped under his mandibles, "has friends. A lot of friends and they want to hurt innocent lives in order to get what they want.  But there are too many of them for just me and my friends to handle. I'm hoping that with the gems in that crate and your help, they can be stopped."

Crawl didn't make a sound as they stayed focused on one another. But Starlight knew that the longer she waited, the less time she would have.

"Crawl, please!" She pleaded, "We don't have much time and I'm scared enough as it is. So, will you help me?"

This time, the centipede nodded, making Starlight smile again as she realized that they now had a better chance. Quickly, she put her saddlebags back on and floated the crate to her, before tilting it and dumping the gems into her bags. Then she looked back at Crawl, or more specifically, the many spikes that stuck out along his body. All of them were pointed away from his head, but they were at an angle that would allow a pony to hide under them. And that's what Starlight was hoping for.

"You wouldn't mind if I caught a ride with you back to the surface, right?" She asked, grinning at him, "That is, if you're planning on digging."

Crawl responded by using his antennas to pick her up and place her near the closet spike. Starlight took her place under the spike, behind the base. Then she felt the centipede move to one of the walls. But just before he started to dig, Starlight saw her knife laying on the ground and quickly floated it into her holster. 

Crumble, crunch, cr-crack! 

Rocks and dirt were no match for Crawl as he started to dig. To Starlight, it was a little strange seeing walls of rock moving on both sides of her. For some reason, the thought of the world moving quickly around her, while she wasn't moving, made Starlight feel slightly nauseous. So, to fix that problem, Starlight decided to lay down and rest as they journeyed to the surface. Which she believed wouldn't be too long of a trip, considering Crawl was moving very quickly through the earth. Starlight wanted to sleep, but she was forcing herself to stay awake, because there was far too much to do, before she could enjoy the soothing comfort of a bed. Unfortunately, the thought of a bed made Starlight's mind remember the Changeling's cruel words. 

"I really hope that he was lying." Starlight said to herself, pushing the thought out of her mind.

Shortly after, they reached the surface and found that it was late afternoon. Starlight had to shield her eyes and wait for them to readjust to the light. But Crawl was starting to reel and coil as he was blinded. 

CHEEEEEEEEEEEEECH!!!!

"Whoa!" Starlight exclaimed throwing herself over his eyes, "It's okay! You're alright! Just hold still and let me help you!"

Chep, clek!

The centipede relaxed and Starlight remained were she was, trying to help him adjust to the sunlight. Then after a few minutes, Starlight lifted herself and allowed Crawl to see the surface for the first time in a very, very, very long time. 

He moved forward and brought the rest of his body to the surface. Starlight might not be able to understand an animals language, but she could see it in his movements that it was an odd experience for him. Her heart went out to him, because he was looking at a world that formed around him. She approached the monster centipede and put a hoof on one of his legs. 

"Maybe," Starlight said, trying to be comforting, "when all of this is over, you could stay with me and my friends. If you want to."

Crawl turned his head and looked at her, before giving her a gentle nudge. Starlight smiled as she figured that movement meant that he accepted her kindness. 

R-rumble! B-boom!

Starlight turned when they heard the sound of thunder and saw black clouds approaching. The clouds weren't like any others that she had seen. As they got closer, Starlight and Crawl darted towards the forest and hid under the trees. They were seeking shelter as the rain started to pour. The clouds slowly loomed over them and Starlight looked up as they passed by. 

Cra-BOOM!!!

Sheet lightning flashed through the clouds and revealed several tiny shadows inside them. While in front of the group was a far larger shadow that resembled a dragon. The large cloud cover, started to blot out the sun, making it dark enough to appear as night. But that wasn't what Starlight was worried about. Levitating herself enough to look above the trees, Starlight looked in the direction that they were heading and started to panic. 

In the distance was a mountain with what looked like a city on the side of it. Starlight didn't even need to think about what city that was, because it was the only city in all of Equestria that would deal the most damage if it fell. 

"Canterlot." Starlight said, lowering herself back down to the ground and looking at Crawl, "And they're using cloud cover as a disguise. But if Celestia sees the clouds, she'll send out weather pegasi to deal with them. But that's a deathtrap, because once they get close, they'll either be killed by the dragon or the Changelings."          

She took some deep breathes and tried to get her senses back into proper order. After a moment, Starlight climbed onto Crawl's back and pointed in the direction they had to go.

"Go that way." Starlight ordered without sounding demanding, "And forget about digging, we'll have to risk others seeing you, if we want to get ahead of the cloud cover."

The centipede nodded and surged forward, barreling through the forest like a train without rails. 

"You won't be able to beat them without us." The gems hissed, from inside Starlight's saddlebags, "And you won't save everyone."

"Maybe not," Starlight replied, "but that doesn't mean that I can't try."

With that, they charged through the trees and headed toward Canterlot. But there was still something in Starlight's mind that reminded her of what would happen if the Changelings win. And that was something she wasn't interested in seeing.   

   
> Chapter 26: White Ice And Blue Flames
> --------------------------------------------------------------------------

"Brrrrr!" Twilight shuddered, feeling the cold, "How are you able to withstand this cold?"

"My skin is far thicker than your clothes." Lazarus replied as they sailed through the sky, "Plus, my size helps shield me from it."

The world around them was flat and frozen, covered by patches of fluffy white clouds and thick fog. However, they were fortunate because there wasn't any snowfall. They knew that time was something that they couldn't waste. The longer they stayed in the frozen north, the less time they had to save Luna. But, Lazarus was keeping a secret that he intended to share with his passengers. 

Ooooonnnnn!

They all turned their heads to see what had made the soft sound. But none of them saw anything.

"W-what was that?" Spike stammered, turning his head in every direction that he could think of.

"That was the sound of a Frost Angel." Lazarus replied, looking ahead again, "Which is good, because that means that there are some mountains nearby."

Ooooooooonnnnnnnn!

Then Fluttershy saw something florescent come alongside them. At first it was hard to tell what it was in the fog, but after it got closer, she could make out it's features. The body was the same shape as a stingray's, but it was the same size as her, with a tail that ended in a diamond shaped tip. The wingtips also had tails, but these ones didn't have diamond tips at their ends. Fluttershy also saw that the creature had no eyes, or mouth. But it was a beautiful sight to see. 

The others caught a glimpse at the majestic creature as well, before it darted away and back into the fog.

"Interesting thing about Frost Angels," Lazarus said, keeping his head forward, "they only ever show themselves whenever they're trying to warn another creature about any danger."

"Do you think that's what it was doing?" Starlight asked, her first words since leaving Canterlot. 

"Yes. And, I think I know why. But I'll tell you when we're on the ground. Plus, I have to tell you all something that's been bothering me."

Then Lazarus saw the point of a mountaintop come into view and descended. Shortly after, they landed at the base of the mountain and were standing in front of a large cave opening. Icicles hung from the ceiling like large teeth, sharpened by the cold winds that blew through the cave.

"So," Starlight began, "what was that Frost Angel warning us about?"

"It was probably warning us about some Windigos nearby." Lazarus replied, turning his gaze towards her, "Those two are natural enemies, you know."

"And what's been bothering you?" Fluttershy asked, looking up at him.

"Well, that's the interesting part. One of you has been bothering me and I think it's time to talk about it."

The ponies and Spike looked at each other in confusion and concern. They didn't understand what he meant, but by the tone of his voice, it sounded very serious.

"Do we have time?" Starlight asked, her eyes darting around nervously as the dragon stared at her.

"Don't worry." Lazarus replied, slowly moving his tail into position, "This won't take long."

Suddenly, she felt his tail coil around her like a snake and grip her tightly. She wriggled and twisted as she tried to escape, but it was completely useless. The dragon's strength was too much for her, so she decided to give up and watch as the others looked at them with surprise.

"Lazarus, what are you doing?!" Twilight exclaimed, shocked to see what was in front of her, "I know Starlight's spirit doesn't match up to ours, but that doesn't mean she's bad!"

"That might be true." Lazarus replied, glaring at the unicorn in his grasp, "But has anyone noticed that Starlight has been behaving a little differently lately?"

"Now that you mention it, I've noticed some change, but nothing to worry about."

"Have you ever wondered why?"

"Lazarus, what's the point of all this? Why are you putting so much pressure on her?"

"Because she's not Starlight."  

Twilight's eyes widened in disbelief at those words. She was caught off guard by that statement because, in her mind, she didn't have a reason to think otherwise. 

"W-what do you mean?" She protested, "Of course she's Starlight. Why wouldn't she be?"

"What did I say about what I did after my family was killed?" The dragon asked, keeping his eyes fixed on the unicorn, "And I'm asking you."

She was quiet for a moment, appearing to think about her answer.

"You said... Uh..." The unicorn stammered, "You said you buried your family and mourned their loss for several days. Right?" 

"Wrong!" Lazarus growled, "I told my friend about my curse and what it does. Now, care to explain why you smell like an insect hive?"

"I don't know what you're talking about. I'm not a Changeling!"

"I never said that you were. I said that you smelled like a hive."  

Her face scrunched and twisted as she realized her mistake, but she couldn't find an excuse that would divert the dragon's attention.

"I know the truth." Lazarus said, staring at her, "I know how Flurry Heart got to the Boneyard, and I know what you really are. Because I keep close watch over the ones I care about."

"How?" She asked, glaring at Lazarus, "You're never around and you can't be in multiple places at once."

"If you were my friend, you would know that I have more than bats as my eyes and ears in the woods. Why do you think there are so many crows there?"

This made her cringe even more as she realized that she should've paid more attention to her surroundings.

Then Lazarus brought Starlight closer to them as flames started to seep from his mouth.

"Show them!" He growled, "Show them what you really are."

"No!" She protested, crossing her forelegs in front of her, "I refuse to do anything you say."

"I was hoping you would say that."

His tail tightened around her, making the unicorn start to gasp. Tears started to roll down her face as her bones started to crack. 

"Stop!" Fluttershy begged, terrified by what she was seeing, "You're killing her!"

"She'll only die if she doesn't submit and confess." Lazarus replied, tightening his tail even more. 

Cra-Pop!

"AAAAAAAHHHHHHH!!!!!!" The unicorn screamed as a bone broke, "ALRIGHT!! ALRIGHT, YOU WIN!! JUST, PLEASE, STOP CRUSHING ME!!!"

Lazarus loosened his grip, but he didn't let her go. She gasped and heaved as she drew air into her lungs. But with every breathe she took, everyone could see the pain that appeared on her face. But then, Twilight noticed yellow liquid seeping from the unicorn's mouth.

"W-what's that?" Twilight asked, pointing at the liquid.

"That's blood!" The unicorn said threateningly, before green flames flashed around her.

This made Twilight, Fluttershy, and Spike back away as they watched her transform. But Lazarus stayed fixated on her as she grew insect wings, sharp fangs, and her horn curved. Holes formed on her legs and her skin darkened, while her eyes lost their round pupils. 

They stared at the Changeling and saw a smile appear on her face.

"Ta-da." The Changeling said in Starlight's voice.

Suddenly, Twilight's emotions changed from shock to anger, making her surge forward. But she was quickly held back by Fluttershy and Spike, keeping her from doing something she might regret.

"YOU THREATENED MY NIECE?!" Twilight yelled, trying to break free from her friends as they held her, "And to top it off, you've been running around our home, pretending to be Starlight Glimmer?!"

"Why should you care?" The female Changeling grinned, her voice changing to it's true tone, "You're not her mother."

"No, but I am her friend and teacher. Something you don't know anything about! Now, what did you do to her?!"

"It's funny to me, here you are, looking for a rare flower to cure a dying princess. Yet, you choose to waste your time asking questions about someone who's probably dead."

Twilight's horn started to glow furiously as those words entered her ears. But Fluttershy and Spike still didn't let her go, using as much strength as they could to keep the alicorn steady and stationary.

"Y-you're lying!" Twilight protested, tears forming in her eyes, "She can't be..."

"Dead?" The Changeling replied, smiling menacingly at the pain and sorrow that she could see in Twilight's face, "I'm sure she is, because the last I heard about her was that she was going into the mines. The same mines that you all hid that crate, but little did she know that she was being followed. So, one of our troops was sent to... deal with her. By now, she's most likely laying at the bottom of the mines in a bloody mess. So, tell me, Princess, do I look like I'm lying?"

Twilight didn't say anything as her rage finally reached it's breaking point. Without warning, she used her magic to push her friends off of her and pounced on the Changeling, knocking her out of Lazarus' grasp. Driven by anger and pain, Twilight started pounding the Changeling with her hooves. 

"YOU!"

Pch!

"ARE!"

Pch! Crunch!

"A MONSTER!!!"

Pch, pch! Crack!

As fast and as gentle as he could, Lazarus reached out and caught Twilight in his claws. He pulled her away from the battered Changeling and held her against his chest as she squirmed and writhed with rage.

"Sh-she..." Twilight cried as she pressed her head against him.

"Ssshhh." Lazarus hushed, trying to calm her, "It's alright. I've got you."

"Aw, you poor... thing." The Changeling coughed, still smiling at them, "But, you... shouldn't be crying... for her. Instead... you should probably cry... for everyone in... Canterlot."

"Why?" Spike asked, brushing snow off of his winter clothing, "What do they-"

Belch! Fwoosh!

Everyone looked and saw Spike grab the scroll in midair, but he didn't read it aloud. Instead, his eyes widened as he started to shake in fear at what was on the paper. 

"Spike... are you okay?" Fluttershy asked, placing a hoof on his shoulder and reading beside him.

But as she read the same words, her eyes widened as she spoke.

"To Princess Twilight,

Canterlot has come under attack by Changelings! Your brother and several other unicorn guards have managed to put up a shield around the city. But some have managed to enter and I fear that it won't last very long. I say this because it's not just Changelings that are attacking. The shield is being bombarded by blue orbs of lightning that are coming from a black cloud cover. This strange weather has covered over half of Equestria, but, according to several sources, the lightning seems to be the most active around Canterlot. 

Luna still hasn't improved and time is running very short. But we need as much assistance as possible if we are going to drive the Changelings away. As for the black clouds, we've heard strange sounds originating from inside. It isn't thunder, but whatever it is, nopony can get near it without being injured. 

I wish you the best of luck on your journey. But, please hurry, otherwise, we might not be here when you return. 

Sincerely, Princess Celestia of Equestria."    

Everything was quiet for a moment, before they heard a laboured sound.

"Heh, heh, heh." The Changeling chuckled, life slipping out of her bruised and broken body, "Tick, tock... tick, tock. What... are you afraid of? The monsters... or the clock? Tick... tock... t-tick..."

Then the rise and fall of her chest stopped as the Changeling's life ended. But no one mourned her passing, they were still too shocked about what the message had said. 

"We have to go back." Twilight said as Lazarus let her go, "We might be able to stop them."

"But if we do that," Fluttershy replied, "then we won't be able to save Luna."

"They need our help. If we leave now, then we could save as many ponies as we can, before the shield breaks."

"We've come too far to turn back. We have to keep going."

"They. Need. Help. Do I need to be any clearer?!"

"But we can't just leave when we're so close."

Finally, Lazarus decided to settle their argument, before it started.

"Enough!" The dragon growled, causing both ponies to stop and look at him.

The entrance to the cave echoed with the sounds of their conversation. They were still outside, but since they started talking, no one bothered to enter. But time was indeed running short and they had already spent more time discussing the situation, than needed. Now it had turned into bickering and Lazarus was done with it.

"If you want to go back," he said, looking at all of them, "then go back. But, Fluttershy's right, we're too far to turn and abandon our quest. I'm not stopping you from leaving, but I am stopping you from doing something you'll regret."

"And what's that?" Twilight asked, still fuming about the Changeling and the message.

"Destroying your friendship."

All at once, Twilight's expression changed, as did her emotions. Instead of anger or sadness, she felt a sense of guilt because, in a way, she wanted to go back for her own intentions, not everyone else's. 

"I know that you're the Princess of Friendship and you have family in the city," Lazarus continued, "but you have to understand that they'll follow and accept whatever decisions you make. If memory serves me correctly, we already had this conversation. And right now, you only have two choices."

He held up two claws as he continued.

"One; you could keep arguing until you get fed up enough to leave, regretting whatever you said."

He lowered one claw, before going on.

"Or two; we all could keep moving forward and face the danger together, when we return. The choice is yours to make. But I'm not going to wait any longer."

With that, Lazarus turned and made his way into the caves, leaving the others to decide their next actions. 

"Come on, Twilight." Fluttershy said as they watched Lazarus go deeper into the caves, "Even if you were to go back, it would be a lot harder to beat them without Lazarus."

"But," Twilight replied, "I might be able to-"

"Twilight, listen to yourself. It almost sounds like you don't think your brothers shield will hold again."

"They broke through it last time. Of course, I'm worried that it'll break again."

"Last time, he was by himself. This time, he has help. I'm sure he'll be able to keep it from breaking as easily."

Twilight went silent as she rolled the words through her mind. But her mind was having a conflict with her values. In her mind, Twilight knew that Fluttershy was right. Shining Armor and the other unicorn guards could hold the shield, until they got back. However, her family values were telling her that she had to go. 

But then Twilight felt something poke her through one of her saddlebags. This made her open it and take out the only item that would cause such a disturbance.

As she turned Celestia's crown in her magic, Twilight had a realization.

"Every decision that she made," Twilight said, looking from the crown to the caves, "was either difficult or painful. Sometimes both, but they were always for a good reason. I'm no different."

"Then, what's the plan?" Spike asked, looking up at her.

She looked at him, then looked at Fluttershy before giving a small grin. Then she turned toward the cave and quickly trotted inside, followed by Fluttershy and Spike.

"Lazarus!" She called, making her voice echo, "Wait up!"

"Move faster!" He called back, "No time for waiting!"

Quickening their pace, they caught up to him. Then Twilight wrapped Spike in her magic, before both her and Fluttershy flapped their wings and landed on Lazarus' back. 

"Light, please." Twilight requested, floating out Luna's star and watching it shine brightly.

Lazarus wasn't running because he didn't want to outrun them if they decided to join him. But since they had and they decided to ride on his back, the dragon broke into a hard run. Fortunately, the cave was large enough to allow such action, but he still had to be careful because it was still icy and slippery, even with his claws digging into the floor.

"How far do we have to go?" Fluttershy asked, watching icicles pass by them.

"The ice lily garden is deep within the caves." Lazarus replied, skidding around a wide corner, "Unfortunately, so are King Tiberius and Queen Frozette."

"How do you know these two? Are you friends with them?"

"Let's just say that we've met once before and don't really see eye-to-eye. We don't hate each other, but we don't like each other either. With luck, they'll let us take what we need and be gracious enough to let us leave without trouble. However, that might be less likely to happen now."

"Why?"

"Because we're trespassing in their home and, as I said before, they don't take kindly to intruders."

Suddenly, they were approaching a point where the tunnel turned into what looked like an enclosed slide. However, this didn't make Lazarus slow down. Instead, the dragon tucked in his arms and legs, before sliding down the frozen slope. This made his passengers stiffen their bodies and brace themselves against the momentum that came with every corner and drop of the ride. In a way, it was a little fun. But, considering their reason for being there, they weren't able to enjoy the ride as much as they wanted to.

"HALT!!" A masculine voice boomed, echoing off the ice walls, "YOU ARE TRESPASSING ON SACRED GROUND!!"

Without hesitation, Lazarus dug his claws into the ice and began to slow down. But he didn't stop because he know how close they were and the end of the slide had come into view. Only when they got to the end, Lazarus finally stopped and stood up. However, the only thing they come see was a wall of ice and no other way to go. It may as well have been a dead end.

"STATE YOUR BUSINESS!!" The voice boomed again, causing Twilight, Fluttershy, and Spike to cover their ears.

"We have come here to seek an ice lily!" The dragon called, his voice echoing.

"WHY WOULD YOU COME THIS FAR FOR A FLOWER?!"

"It's for my daughter! She has been poisoned and an ice lily is her only hope!"

The voice was silent, making them believe that whoever was talking, was thinking. 

Crack! Hiss!

Suddenly, the wall began to split apart like doors, revealing a large chamber that dwarfed Lazarus' cave. 

"ENTER!!"

They obeyed and went into the chamber. Everywhere they looked, they saw ice. The walls, pillars, and floor all gleamed and showed their reflections. While on the far end, two thrones, that looked like they had sprouted from the ground, sat empty and waiting for their rightful occupants. There were even long, sharp icicles that hung from the ceiling, making Twilight, Fluttershy, and Spike feel uncomfortable. 

"Get under me." Lazarus said, casting a glance at the icicles.

With little hesitation, they got off of his back and took refuge under the dragon as he walked further into the cold throne room. When they were halfway across the room, another door opened and two creatures entered. But when they saw what the creatures were, Twilight, Fluttershy, and Spike all shuddered in fear.

"Hold it right there!" One of Windigos ordered, making Lazarus stop and stare at him.

Shortly after, two more Windigos floated through the doors. But these two were different from the others. They were bigger and appeared to be more regal, while on their heads were crowns made of ice. 

"Lazarus," the King said, taking a seat on his throne, while his wife sat next to him on her own, "it has been a long time."

"Almost two thousand years." Lazarus remarked, bowing his head respectfully with the ponies and baby dragon still under him.

"And I see that you've brought guests."

Lazarus brought his head back up to them and saw that the King was smiling at him. 

"However," he chuckled quietly, "if memory serves me correctly, aren't ponies afraid of dragons?"

"W-we are afraid of most dragons." Twilight said, intimidated by the creatures in front of them, "But Lazarus is-."

"I don't recall asking you to speak, pony! You will hold your tongue, unless spoken to!"

Twilight immediately ducked behind one of Lazarus' arms, while Fluttershy and Spike did the same, hiding behind his other arm. But Lazarus remained unyielding to the Windigo King, because he wasn't interested in having a long conversation.

"You should show some respect when another Royal is present, your Majesty." Lazarus huffed, causing clouds to sail out of his mouth.

This made the King get up from his throne and float effortlessly to the dragon.

"Who do you think you are, Lazarus?!" He whooshed, causing a gust of wind to blow through the room, "You are no Dragon Lord! You are nothing more than a mere Guardian to woodland animals!"

"I wasn't talking about myself, Tiberius." The dragon replied, lifting an arm off the ground and revealing Twilight, "I was actually referring to her."

Tiberius looked down at the alicorn and grinned coldly. 

"The pony?" He began, lifting his gaze back to the dragon, "You must be joking."

"I can assure you that she is royalty." Lazarus argued, glaring at the elemental being.

"Really? How so?"

"Because I've seen her prove her worth in power and strength. Not to mention, everyone who has ever met her, has shone nothing but the highest respect for her. In my opinion, that makes her worthy of the role of a Princess."

At this point, Queen Frozette had risen from her seat and approached them. But she was focusing more on Twilight, than Lazarus.

"What is your name?" She asked, sounding gentle but stern.

"T-Twilight Sparkle." The alicorn replied, taking a step back.

"Have you ever been addressed as Princess?"

"Many times, but I sometimes prefer if I'm just called by my name."

"How interesting."

The Queen stared at her in silence, before turning away and picking several shimmering, white flowers from an icy pond. She held them gently as she returned to the group.

"I can see that there is most certainly a princess' spirit in you." Frozette said, smiling at Twilight, "But nothing can be achieved without payment."

"Anything." Twilight replied, containing her joy as she looked at the flowers, "Name your price."

"I noticed that you have a crown hidden in your saddlebags. What say you? The crown for the lilies."

Twilight reeled back as the offer floated through her mind, but she knew that it was respectful to abide by them. She watched as the Queen floated to her and presented the bouquet of ice lilies. However, it wasn't her crown to give away. But, after a moment of thinking, Twilight levitated the crown out of her bag and presented it to the Queen.

"We were only here for the ice lilies anyway." Twilight said, wrapping the flowers in her magic and giving Frozette the crown, "If the crown is what you want, then it's yours."

"Very good." Frozette said with a grin and giving her the lilies, before turning to their guards, "Be sure to escort them out."

"Of course, your Majesty." One of the guards nodded.

With that, Twilight, Fluttershy, and Spike got on Lazarus' back, before they started to leave. Once they approached the slide, Lazarus dug in his claws and started to climb as fast as he could. Thankfully, the slide wasn't very steep and when it reached a point where he had room, Lazarus floated over the ground and towards the top. The Windigos followed closely behind, until they saw the mouth of the cave and stopped. They watched as the wingless dragon sailed out of the cave effortlessly and scooped up the lifeless body that they had left outside of it. 

As quickly as he could, Lazarus accelerated back to Equestria. Or more specifically, Canterlot. 

"Do you think we'll get there in time?" Fluttershy asked, concerned about what they were barreling towards.

"We'll get there." Lazarus replied, stripping the Changeling of her supplies, before dropping her body, "But when we do, be ready to fight. If there's one thing that I know about fighting, it's that your enemy will always look for any disadvantage that you might have and use it against you. Whatever you do, don't let them get the better of you. Am I clear?"

He glanced back to look and saw all three of them nodding their heads. But, he knew that it wasn't going to be that easy. After all, in the entire time that he had lived in Equestria and known about the ponies, he had never seen them get into a large scale battle. However, he had confidence in their abilities.

Shortly after, the world around them became dark with black clouds. This made Lazarus descend below and fly under the cover. Rain pelted his passengers as they flew onward. But as they got closer, they could see blue flashes of light appearing in the clouds. 

"There it is!" Spike called out, pointing ahead.

Twilight and Fluttershy raced to Lazarus' head and stared in horror at what they saw. 

In the distance, Canterlot was still being shielded, but the shield was starting to crack and was on the edge of shattering. 

"Lazarus, hurry!" Twilight pleaded, lightly stamping her hoof on his head.

"Hang on!" He said as he sped through the air and towards the battle. 
      
> Chapter 27: The Monsters Dance
> --------------------------------------------------------------------------

Kra-BOOM!!!

Another electrical blue orb struck the shield, causing more cracks. This made Chrysalis smile as she sensed that it would fall very soon. For the moment, she watched as her subjects battered the outside, chipping away at the shield while the lightning orbs did the most damage. On the inside of it, Chrysalis could also see several of her subjects terrorizing and fighting the ponies within the city. But it was only a fraction of the force that she had brought. Plus, there were Changelings with Iron Jaws that were still on their way.

"WORK HARDER!!" She ordered, watching the shield, "WE WILL NOT FAIL AGAIN!!!"

Kra-BOOM!!!

BZZZZZZZZZZZZ!!!!!

SMASSSHHH!!!!

The shield shattered as the strikes had finally done their purpose. Bits of the shield fell like pieces of glass, before fading out of existence. Now the city was exposed and Chrysalis didn't hesitate to surge forward, sword drawn.

"ATTACK!!" She boomed, as she plowed into a guard.

Suddenly, the Changelings swarmed the city, breaking into buildings and trapping ponies without a second thought. 

"Scatter!" A pony called out as she took cover in a restaurant.

Panic covered the streets as Canterlot was invaded. Some buildings started to catch fire as Changelings threw lamps and cast spells at them, forcing ponies out into the open. 

"Round up the civilians, General!" Chrysalis ordered, pointing her sword at the ponies who were hiding.

"What of the guards, your Majesty?" General Hornet asked, several more Changelings behind him.

"Kill any who are foolish enough to stand in your way!"

"As you wish."

Then he turned toward his troops and signaled them to proceed with the order. 





"Alright!" Lazarus growled as they got closer, "You three better get down there, see what you can do, and get that flower to Luna as fast as you can."

"W-what about you?" Fluttershy asked, frightened by what she was seeing. 

"There's something in the air and I think I know what it is. But I can't get any closer without risking any of you getting injured."

"Are you sure you'll be alright?"

"Don't worry about me, just go!"

With that, Twilight wrapped Spike in her magic and placed him on her back, before spreading her wings and flying off of Lazarus. Fluttershy was about to do the same, but hesitated before departing. However, Lazarus could tell that she was concerned and brought one of his clawed hands up to her, allowing her to step onto it as he brought her to eye level and gazed at her with yellow eyes.

"I won't lie," Lazarus began, "I'm scared of what I'm heading for. But that doesn't change my courage. Let me ask you, do you know what being brave really is, Fluttershy?"

Fluttershy didn't say anything as they continued to fly.

"Being brave isn't the same as not being scared. It's what you do even when you are scared. And right now, I need you to be brave."

"I-I'll try. I promise, I'll try." 

"Good."

Then Fluttershy leaned in closer to him and gave the dragon a soft kiss under his eye, before opening her wings and allowing the wind to sweep her away from him. 

Once she had disappeared from his sight, Lazarus' eyes turned to dark red. Now he was on the hunt for the only thing that could spit blue orbs of lightning and cause black clouds.

Sniff! Sniff!

"I know you're out here!" Lazarus growled quietly to himself, scanning the clouds, "You can't hide from me!"

Kra-BOOM! 

Lazarus saw the orb sail towards him and maneuvered to one side to avoid it. But it had come so close to hitting him, Lazarus could feel the electric current lightly shock his skin. However, he now knew where his target was and aimed.

FFFFFFWWWWWWWWWWOOOOOOOOOOOSSSSSSSSSSHHHHHHHHHH!!!!!!

Unfortunately, his target saw his attack and avoided the blue flames. Lazarus could see the shadow of another dragon dart through the clouds and out of his range.

"COME ON!!" Lazarus roared, scanning the clouds as rain drenched him, "I KNOW YOU CAN HEAR ME!! COME OUT AND FACE ME!!!"

"WITH PLEASURE!!!" Stag bellowed as he emerged from the clouds and charged at Lazarus.

RRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAAARRRRRRRRRRRRRRRRRHHHHHHHHHHHHHHH!!!!!!!!!!!

GRRRRRRRRRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAAAAAAAAAAAAAA!!!!!!!

WHUMP!!! CRACK!!!!

Both dragons collided and their fight ensued, each of them knowing that only one was going to die.



  

"Crawl, hurry!" Starlight pleaded, lightly tapping her hoof on the centipede's back as they followed the train tracks to Canterlot.

She had lost the race to Canterlot, but she knew that the battle was just beginning. And it wasn't going to end, until Chrysalis had either won or was defeated. But she knew that Chrysalis wasn't going to be easy to beat. After what Starlight had seen, it was clear that Chrysalis wasn't afraid of getting her hooves dirty. However, that was something Starlight could use to her advantage, considering she wasn't afraid to do the same. 

As they got closer, Starlight opened her saddlebags and took out Shadow Chaser's locket, as well as drawing her knife. 

"I made you a promise." Starlight said as she opened the locket and looked at the bat-pony family, more so at Shadow's image, "I just hope that I can keep it."

She closed it and placed it back in her bags, before turning to her knife and rolling it in her magic. 

"Surely, this could be improved." She said quietly to herself and focusing her magic.

The blade twisted and bent, but it was still too small to do any real damage if the need called for it. She focused her magic a little harder, but still nothing improved.

"I guess I'm only good at making metal coffins." Starlight sighed in defeat, returning the knife to it's proper form.

"Perhaps, we could assist." A crude chorus of voices said, making a chill run through Starlight's body.

"I... I don't need your help."

"Of course you do. Allow us to demonstrate."

"No! You're just going to try and manipulate me into using you for something bad!"

"We could. But we won't, because you haven't given us permission to do so."

This made Starlight unstrap her saddlebags and look inside. The two gems still pulsed like heartbeats with their eerie glowing colours. 

"What do you mean; 'given permission'?" Starlight asked, glaring at the gems.

"We are bonded to you, Master." The gems replied, "We asked for a drop of blood and you complied."

"What?! No I didn't!"

"If that is true, then what are those red blotches on the flaps of your saddlebags?"

Starlight's eyes widened as she looked over her saddlebags and found dried red spots covering the flaps. 

"B-but these are dry!"

"Blood is blood, no matter what state it is in."

This made Starlight feel even more scared as she realized that the gems were now bonded to her. Even though, it was unintentional and it made her fell a little violated. But she was too shocked to respond. 

"So, what do you wish for?"

There wasn't anytime to answer as Starlight felt Crawl slow to a stop. They were at the entrance to one of the tunnels that lead to Canterlot. But, for some reason that Starlight couldn't understand, the centipede wouldn't move any further. It bothered Starlight because the tunnel looked big enough for him to move through with ease.

"Come on, big guy." Starlight coaxed, petting the top of his head with her hoof, "If a train has no trouble going through, then you shouldn't either."

Chep, clik!

Crawl clicked his mandibles, but still didn't move. But after a moment, Starlight caught the scent of something fowl coming from the tunnel. However, the smell seemed somewhat familiar to her.

"Crawl, move slowly into the tunnel." Starlight whispered, crouching low and looking directly at the tunnel, "But, whatever you do, stay quiet. Okay?"

Chep.

"It's alright. I'm right here with you."

The centipede nodded and slowly crawled forward and into the tunnel. There wasn't any way for Starlight to tell where they were going, even though she knew that she didn't have to. 

Shortly after, Starlight saw the end of the tunnel, but nearly screamed when she saw what was guarding it. At the exit were two of the large beasts that Lazarus had fought at the Changeling camp. And one was looking into the tunnel, while the other was looking up the tracks that lead to Canterlot. 

"How... how did they get ahead of us?!" Starlight whispered harshly, trying to stay as quiet as possible and keeping calm.

Thankfully, the first creature couldn't see them in the darkness and that gave them an advantage. However, if they only focused on one, then the other would be able to retaliate. This didn't give Starlight a lot of ideas. In fact, it only gave her one, but it had the risk of losing an escape route, should the time come if the city needed to be evacuated.

"Crawl," Starlight whispered, staring at the beast at the end of the tunnel, "dig into the wall and ambush the one facing us."

She felt the centipede nod, before holding her knife in front of her as it glowed dimly.

"Crimson Fury..."

"Yes?"

"Could you make this into a staff?"    

"If that is what you want, then a staff you shall have. And you do not need to clarify, we know what kind of staff you desire."  

Suddenly, the blade lengthened and rounded, while the tip split and twisted. But at the beginning of the split, there was an indentation on either side of the weapon. The spear tip on the hilt also lengthened, but kept it's sharp, smooth, blade-like appearance. The grip stayed in the middle, but the fabric changed from torn rags to a soft velvet/sponge-like material, should she need to use her mouth to hold it. In a way, it reminded her of the "staff" that she had when she was her old self. 

Crawl started to dig quietly, but quickly into the rock as Starlight took her place behind one of his spikes. How he was able to remain silent as he dug, Starlight had no idea. However, it was a very good thing to have. She knew that stealth would only get them so far, but for now, it was the perfect time to apply that skill.

She felt Crawl turn wide and accelerate, which told her that they were about to breach through the wall and charge their unsuspecting targets. 

Crack!

CHEEEEEEEEEEEECH!!!

Whump!

Suddenly, Starlight felt the centipede jerk as it broke through the wall and attacked. As fast as she could, Starlight pointed her staff at the other beast.

"Gems!" Starlight ordered, aiming at the creature as it turned around, "Staff! Now!"

The gems didn't say anything as they shot out of her bags and onto the staff, taking their places in the indentations. Then, small bolts of red and green lightning arced between the two points, before...

Kra-FFFFFFWWOOOOOOO!!!

Before she knew what happened, Starlight was staring at a pile of ash that used to be the fearsome creature, along with it's rider. She was about to turn towards the other, but stopped when she saw Crawl bite into it and throw it away from them. He was about to finish it off, but stopped from advancing when he felt Starlight tap his back with her hoof. 

"Stop!" Starlight called, looking at the beast and it's rider, "How many more of those things are there?"

The Changeling glared back at her, but gave in to her question.

"Twenty." He said, turning his attention to the city, which was close by, "But you won't be able to out match all of them. It's nearly impossible to stop that many Iron Jaws."

"How are they arriving?" Starlight asked, pointing her staff at him, being as intimidating as she could be, "I'm asking because I didn't see any of you pass by us. And you weren't carrying them in the clouds."

"Are you familiar with teleportation spells?" 

"Very. But how can you pull that off? It takes more power than any of you can handle, in order to teleport something that big."

"Ah, but here's something I'll bet you didn't know. That dragon that we have, can preform long distance teleportation spells to other things. If we wanted him to, we could've appeared in Canterlot without any of you even having a chance of defending yourselves. But we didn't because our Queen enjoys dramatics."

Starlight let the new information soak into her mind, before turning her attention to the dark clouds above. Flashes of blue could be seen, but then she saw what she was looking for. Above the city were two dragons colliding into each other, spitting blue flames and orbs of lightning. 

"If you're smart," the Changeling continued, carefully watching her and moving towards his unconscious beast, "you'll get as far as possible and live out the rest of your meaningless life in peace."

"A smart pony, who's also a coward, might do that." Starlight replied, looking back at him and aiming her staff, "But a pony who's smart, courageous, and willing to protect others, will go into the fight and do the right thing, no matter what. That's how a warrior thinks."

"If you believe to be a warrior, then you'll die like one!"

Suddenly, the Changeling mounted his Iron Jaw and illuminated his horn. The beast's eyes shot open and Starlight saw that they were the darkest shade of black that she had ever seen in any creature. That's when she felt Crawl surge forward and watched as he wrapped around the Iron Jaw, the same way a python would wrap around it's prey, before using it's body to crush the creature. And that's what Crawl did, until both the Iron Jaw and the Changeling were squeezed to death. 

To Starlight, the whole event happened within a matter of seconds. Once again, she was amazed by what the large centipede was capable of. But before she could say anything about it, Crawl released them and turned toward the railroad tracks. 

"Remind me to never make you angry." Starlight said, still stunned by the centipede's quick movements.

Chep, clek.  

And onward to Canterlot they went. But now they knew that the fight was going to be more difficult when they got there.



 

"ARTILLERY!!" Pinkie Pie shouted, aiming her cannon above the castle wall.

BOOM! BOOM! BOOM!

At that moment, three balls of fire shot out of the barrel and sailed over the wall. But, even though she knew what she was aiming at, Pinkie's shots hit very close to buildings that were keeping citizens hidden.

"PINKIE," Applejack shouted, watching as one of the fireballs landed and exploded close to a café, "ARE YA OUTTA YER MIND?!! THERE ARE STILL PONIES IN THE WAY!!"

Pinkie Pie heard what she had said and stopped. Thankfully, no one had been injured, but that also included the Changelings, who's attention had now been drawn to the castle. 

"Everypony, get inside! Now!" Celestia ordered without shouting loudly. 

Quickly, everypony within the walls filed into the castle, followed by Celestia, Applejack, Rainbow Dash, Pinkie, and Rarity. But just before they entered, Rarity looked up to one side and saw Twilight, Spike, and Fluttershy racing towards them. 

"Wait!" She called to her friends on the ground, "Our friends are back!"

They looking at where she was looking and watched as the three of them landed close to the group.

"Oh, thank heavens, you're safe!" Celestia exclaimed, wrapping them in her wings and embracing them.

"It's good to see you too." Twilight replied, returning the hug and levitating Spike off her back, before giving him the ice lilies, "And we brought the cure."

"Good. Luna's still in her room, but I hope we haven't lost our chance to save her."

WHAM!

"W-what was that?!" Fluttershy asked, frantically looking around to find the source of the sound.

WHAM!

Everyone's eyes turned to the castle gates and saw that it was damaged. The thick wooden planks that made up the large doors, were cracked and splintered. While the metal bands, bolts, and hinges began to bend out of their proper shapes. 

WHAM! CRASH!

GRRRROOOOOOOO!!!

"Get inside!" Celestia said, watching the large creature as it stared at them from the gate.

Then the beast lurched forward and charged at them as they entered the castle. As fast as they were able to, Twilight, Rarity, and Celestia slammed the doors shut and locked them with several metal beams and locks.

WHAM!

GRRRROOOOOOO!!!

The door rattled and flexed when the beast threw itself against it. But the door still held strong. 

"That'll hold, for now." Twilight breathed, looking at the large door.

There were a couple dozen ponies in the castle with them, but it was very clear that everyone was frightened by what was happening outside.

"Uh... Where's Starlight?" Applejack asked, looking at Twilight and Fluttershy.

From the time they had returned to now, no one bothered to ask about Starlight. But now that the question had been brought to attention, Twilight's ears drooped as her head hung low to the ground. The words of the Changeling still rolled through her mind, like marbles being spun in a bowl.  

"S-Starlight..." Twilight stammered, feeling tears well up in her eyes as she turned towards her friends, "She... She didn't make it." 

No one said anything as they realized what she meant. 

WHAM!!

But they didn't have time to grieve for the loss of their friend as they heard the door rattle and shake. However, it still held strong. But they didn't know how much more abuse it could take, before breaking and allowing the Changelings to storm the castle.

"Your Highness?" Spike asked, lightly tapping her leg to get her attention, "Where's the treasure room?"

Celestia turned her head and looked down at the small dragon, confused by his question.

"Why do you what to know where the treasury is?" She asked, raising an eyebrow.

"I have an idea," He replied as their friends looked at him, also curious about what he intended to do, "but I need the treasury to put it into action."

WHAM!!

The door rattled again, making the other ponies shudder and back further away from the door. 

"We need to get out of here!" A mare cried as she panicked.

Twilight stared at Spike as she realized what his idea involved. 

"It's through that door and down the stairs." Celestia said, pointing to a well decorated door.

"Thank you." Spike replied, before walking up to Twilight and giving her the ice lilies.

He held them out to her and she took them hesitantly.

"Get those to Luna and wait for my signal." He said, wrapping his arms around her neck, "When I get the door clear, run for the train station and get as many ponies as you can out of the city."

"You can't to do this, Spike." Twilight sniffed as she wrapped her wings around her closest and oldest friend, "You know what those things can do to a dragon. You saw what happened to Lazarus."

"That was when there was five of them. Now, there's one. I'll be alright."

They held each other for a moment, before Spike pulled away and ran as fast as his legs could carry him. 

"Good luck, Spike." Twilight whispered as she saw him throw open the door and disappear down the stairs.

"He's grown up quite a bit, hasn't he?" Rarity said, putting a hoof on Twilight's shoulder.

"Not yet, he hasn't. Come on, let's get these flowers to Luna."

Poof! 

"What's going on here?" Discord asked, appearing out of thin air.

"Can't talk now!" Twilight said as Rarity and her ran passed him, along with Applejack.

Then Fluttershy walked up to him as a small grin of relief appeared on her face.

WHAM!!

Another impact caused Discord to look at the large door as it bowed and shook. But Fluttershy brushed past him and followed Twilight and Rarity. He decided to join them as they ran to Luna's tower, which wasn't far away.

"Princess!" A guard called as he raced toward Celestia, "Something is approaching the city."

"Another dragon?" She asked as a worried look appeared on her face.

"No, but you should come and see. It's unlike anything we've faced before. But whatever it is, it's using the railroad to get here."

Celestia looked at the guard in confusion before racing toward the lookout tower that had her telescope mounted to it.



   

"IT'S ALL YOUR FAULT!!" Lazarus roared, charging at Stag.

"Six thousand years and you still blame me for what happened?!" Stag replied, dodging the attack.

Rain poured from the dark clouds as the two dragons battled. Neither one was yielding to the other, but they knew that only one of them would emerge victorious. However, Lazarus feared that if he failed, then everything that he was fighting for would be lost to destruction and tyranny.

FFFFWWWWOOOOOSSSSSSHHHHHH!!!!

Lazarus whipped his head around and shot blue flames at the grey dragon, only to realize that he wasn't hitting anything. He looked all around but he couldn't see where his target had gone. 

"COWARD!!" Lazarus bellowed, his eyes still dark red, "YOU CHOOSE TO HIDE FROM ME INSTEAD OF FIGHT?!!"

Kra-BOOM!!

Lazarus saw the orb sail towards him, but instead of dodging it, he turned his body and used the momentum to swing his whip-like tail at it.

Whi-CRACK!!

He hit the orb and sent it back in the direction it had originated from. He watched as it disappeared into the clouds and flashed when it exploded.

"I choose to bide my time and strike at the right moment!" Stag's voice growled, remaining hidden in the clouds.

WHUMPF!!!

RRRRRRRRRRRRAAAAAAAAAARRRRRRRHHHHH!!!!

Without warning, Lazarus felt something hit him on his back. As fast as he was able to, he twisted his body around, but found nothing. 

"Behold!" Stag mocked from inside the clouds, "The mighty King Lazarus, Ruler of the Healing Dragons, a traitor, a deserter, and one of the few primal monsters remaining of an age of power!"

"Age of power?!" Lazarus replied, lowering his voice and scanning the cloud cover, "If you are referring to the powers that existed in our time, then you're blind to the potential that this world holds!"

"Blind?! No one knows more about the powers than me! We've both lived long enough to see what our powers can do, compared to what magic exists today! Our abilities brought authority, obedience, and strength when we roamed this world!"

"No! You obtained that through fear, hatred, and sorrow! You were never fit to rule the dragons!"

"I earned my title!"

"By murdering my brother in front of the entire nation! He was five times the Dragon Lord you ever were! You have no right to call yourself a leader!"

"SILENCE!!"

Then Lazarus saw something grey out of the corner of his eye and turned himself towards the charging dragon. Both dragons barred their claws and teeth. 

WHUMP!! CRACK!!

They slammed against each other, punching, clawing, and biting at any vital targets. But both dragons were skilled enough to dodge, counter, and block the other's movements.

"How is it, that those ponies don't fear you as much as they should?!" Stag said as he dodged Lazarus' claws.

"They are my family!" Lazarus countered, swinging his claws again, but this time, they made contact.

GGGGGRRRRRRRRAAAAAAAAA!!!!!!

Stag roared loudly as the claws slashed across his face, causing him to reel back and nearly fall out of the sky.

"And they've got more courage than either you or I could ever hope to have!"

Stag kept his balance as he held the side of his face in his claws. Slowly, he removed his clawed hand, but kept the eye that had been attacked closed. It had been slashed by Lazarus and now he was half blind. And in his palm was a large streak of blood, which infuriated him. 

"YOU'LL PAY FOR THAT!!!" Stag bellowed as he rounded on Lazarus and surged towards him.

CHOMP!!

RRRRRRAAAAAARRRRRRRRHHHHHHH!!!!   

Lazarus roared loudly as he raised his arm to shield himself, only to have Stag bite down and latch onto it with his powerful jaws. Pain shot through his arm, causing blood to trickle from the wound and into Stag's mouth. Lazarus quickly ripped his arm out of the grey dragon's mouth and held it tenderly.

"Now, we're even!" Stag hissed, spitting blood from his mouth, "Although, I'd rather remove your skull!"

"EVEN?!" Lazarus roared as they circled around each other, "KORG, HEX, BAIA, DARIUS, MY BROTHER, MY CHILDREN, AND MY WIFE, EVERYONE!!! ALL OF THEM DEAD, BECAUSE OF YOU!!! I'D SAY WE ARE FAR FROM EVEN!!!"

"And you think killing me is going to fix all that?! Clearly, you over estimate your powers!"

"Powers aren't everything and your right, killing you won't fix what's happened! But, I'll sleep better, knowing that you no longer draw breath after we're done here!"

"Do. Your. Worst!"

RRRRRRRRRAAAAAARRRRRRRRHHHHHHH!!!!!

GRRRRRRRRRRAAAAAAAAAAAAAAAA!!!!!

Stag retreated into the clouds, followed by Lazarus. Rain lightly tapping against his thick skin as all his energy and focus were driven by rage, vengeance, and pain. Lightning flashed all around them as memories of the past raced through his mind. At the end of this fight, Lazarus knew that it would be over and his curse would end. At the end of this fight, he would either be laying dead, or standing over the monster responsible for the death of so many innocent lives. But for now, the only thing that he focused on was the dragon in front of him, his enemy, threat, and nightmare.

Suddenly, Lazarus' mind began forming images of Luna, which brought him even more motivation. 

"Luna..." He said under his breath, "Please, be well."



 

Starlight floated out the locket again, but this time she tied it around her neck and felt a new strength flow through her. She knew that the feeling was only in her mind, but to her, it felt almost as if Shadow Chaser was right beside her as she rode on Crawl's back. From where they were, Starlight could see the ominous glow of fires, even as the rain fell. Thankfully, the tracks were devoid of any trains, but that also bothered her. 

"I thought they would've started evacuating the city by now." Starlight said as they entered another tunnel.

About half way through the tunnel, Starlight took a battle stance as she saw the train station come into view.

"Crawl, get ready!" Starlight called as they emerged from the tunnel.

As Starlight expected, there were Changelings and two Iron Jaws on the platform, along with several ponies. The ponies had been bound in shackles and chains, and since Starlight had come across Chrysalis' picture in Twilight's journal, she knew why they were tied up. 

"COME ON!!!" Starlight cried as she jumped off of Crawl and onto the platform, driving the blade end of her staff into a Changeling.

Quickly, she pulled her staff free and twirled it in the air, blocking another Changeling's magic. She was outnumbered, but she didn't care about that. All that she cared about was keeping the ponies safe, but she wanted to do that by using the staff's ability to be a weapon, not the magic of the gems. And so, she chose to use the long blade and two twisted, sharp ends for fighting. 

Several Changelings also had weapons, but most of the ones she was fighting, were unarmed. However, they still had their magic and agility. But that didn't bother her, because she was letting her instincts and courage fuel her movements. Starlight knew that she wasn't the best at fighting, but she wasn't the kind of pony to back down if the need called for it. 

CHEEEEEEEEEEEEEEECH!!!!

Crawl wrapped his body around the first Iron Jaw, before latching onto the second with his powerful mandibles. The one wrapped in his body, managed to free itself from the centipede's grasp. But Crawl was quick to react and threw the Iron Jaw in his mandibles at the other, hitting it and knocking it to it's side. Then Crawl went underground and caught the beast by surprise. Launching out from the dirt, the centipede plowed into both Iron Jaws as they laid unconscious, sending both creatures hurtling through the air. One careened into a building, while the other hit the ground and slid towards the edge of the outcropping that Canterlot had been built on. It quickly dug in it's claws and skidded to a stop, before standing and barreling towards the centipede.

Ching, clank, twang!

"Give up now!" A Changeling warned, trying to get a good strike on Starlight, but kept getting blocked by her staff, "Otherwise, you'll suffer something much worse than death!"

Clink!

"I can do this all day, freak!" Starlight snorted, blocking another attack, "Perhaps, you should give up and go back to that thing you call a home!"

Starlight had already dealt with five of the Changelings guarding the ponies on the platform, but that still left ten to fight. However, the ability to fight that many foes was well within her limits. As fast as she was able to, Starlight used her staff to disarm the Changeling and rush towards him, bringing a hoof up and knocking him unconscious. Pivoting on her hind legs, she turned to face the nine remaining Changelings and saw them advancing towards her.

"Poisoned Mind!" Starlight called out, before a green flash of light sailed to the Changelings.

Even though she was hoping to avoid using the gems power, Starlight knew that the longer she stayed at the train station, the less time she had to help other ponies in the city. 

"GET IT OFF ME!!!" A Changeling screamed, rolling on the ground like she was on fire.

All the Changelings that Starlight had exposed to the Poisoned Mind, were now running around, quivering, wetting themselves, and attacking each other out of fear of whatever they were seeing. It would've been amusing, if Starlight thought the same way as Chrysalis. But she wasn't Chrysalis and she didn't find any of this funny in the slightest. 

"Alright, that's enough!" Starlight ordered, aiming her staff at the group.

Once again, a green flash shot from the staff and towards the Changelings, quickly ending their torment. At first, it appeared as though none of them knew what had happened, but that was quickly changed when they looked at Starlight and fear reappeared on their faces.

"SHE'S A DEMON!!!" A Changeling cried, jumping off the platform and flying away, "RRRUUUNNN!!!"

"But what about Queen Chrysalis?!" Another asked, cautiously watching Starlight as she stood and stared at them.

"If you want to go through nightmare alley again, you go ahead!" A third Changeling exclaimed, brushing passed the second and flying away, "Chrysalis told us about a dragon, but we brought our own! But I'm not going to stay here and fight a demon! I don't care if I get thrown in the dungeons, I'm not staying anywhere near that thing!"

One by one, Starlight watched as they abandoned their post and flew away. It was pleasing to see that she had driven them away, but it frightened her how effective the gem was. And she wasn't sure if that was it's best.

CHEEEEEEECH!!!!

GRRRRRRROOOOO!!!!

Starlight turned her head and watched as Crawl and the Iron Jaw fought. 

Crawl had managed to wrap around the Iron Jaw and bite into one of it's arms. Tightening his grip, Crawl's body started to crush the beast, while his mandibles and sharp tipped legs pierced and sank deep into the Iron Jaw's flesh. Blood seeped from it's mouth, eyes, and ears, painting the ground red under the centipede as he unwrapped himself and threw it to one side. The beast rolled along the ground and over the cliff, leaving Crawl painted with large streaks of red. 

Clek, chep!

The centipede started to approach the platform, blood still dripping from his mandibles and body.

"K-keep it away!" A mare pleaded, trying to move away from Crawl as he got closer.

Several other ponies shared her fear and tried to move, but the chains that tied them together, kept them from making any progress.

"Stay right there, Crawl." Starlight said, holding up a hoof, "They're not used to you yet."

The centipede stopped and nodded, respecting the command and the group's space.

Starlight turned back to the ponies and brought her staff down on the chains.

Clang!

The links broke like glass, freeing the ponies.

"Is anypony an engineer?" Starlight asked, scanning the small group in front of her.

"I am!" A voice called out from the back of the group.

The group split in two as they turned to see who had spoken. A mare covered in soot and wearing a bandana was standing behind them and looked a little frightened.

"Good." Starlight smiled, relieved that she didn't have to go far for help, "Can you get an engine and hook up as many cars as you can find?"

"Sure. But I don't think there's enough passenger cars," The mare said, before adding, "if you're planning a full scale evacuation." 

"I don't care if they're passenger cars, freight cars, or even a frame with wheels. We need to get as many ponies out of the city as possible."

The mare nodded and ran to the train shed to fetch an engine big enough to pull everypony to safety. 

"Alright everypony," Starlight said, turn back to the crowd, "Get inside and wait until the train comes."

At first, they were hesitant, but they went inside the station and locked the doors.

"Alright, Crawl." Starlight said turning toward the large centipede, "Let's see who else needs help."

Crawl nodded as Starlight approached and got on his back, before digging underground.





Creak! Slam! 

Twilight threw open the doors to Luna's room and found Cadence standing next to the bed, with Flurry Heart in her hooves.

"How is she?" Twilight asked, darting across the room.

"She's still breathing," Cadence replied as a dark look appeared on her face, "but barely and she's burning."

Then, something occurred to Twilight as she approached the bed and held the flowers. 

"How are we going to get her to eat one?" She asked, starting to worry.

The room went silent as everyone realized that they never gave that any thought. However, Fluttershy remembered something.

"I think I know how." Fluttershy said, before turning to Discord, "I need hot water and a bowl."

Without hesitation, Discord snapped his claws and a bowl of lightly steaming water appeared. Quickly and gently, Fluttershy took the bowl in one of her wings, before using her other wing to grab an ice lily. She tossed it into the water and watched as it dissolved, making the water turn a frost white and drop in temperature.

"Open her mouth." Fluttershy said, bring the bowl close to Luna.

Twilight gently parted Luna's lips with her magic and Fluttershy tipped the bowl slightly, allowing a trickle of water to fall into the alicorn's mouth. They only gave Luna a small amount, otherwise they ran the risk of drowning her. After a few seconds, Fluttershy tilted the bowl back and Twilight closed her mouth. 

They patiently waited for any sign that told them something had changed. Finally, after what felt like an eternity, a small vapor drifted out of Luna's nostrils and her eyes cracked open. It was enough to allow everyone to breathe a sigh of relief.

"Give her more!" Twilight exclaimed, trying not to jump joyously.

Fluttershy brought the bowl to Luna's lips again and let her take small sips, which was enough to tell them that her strength was slowly returning.

"Princess Twilight." A guard said as he entered, "Princess Celestia wishes to see you in her observation tower."

"Alright, thank you." She replied, before turning to Fluttershy and Luna.

"Go," Fluttershy said, giving her a nod, "we'll be fine here."

"I'll stay here with you, Fluttershy." Rarity said, stepping close to her friend, "If that's alright with you, Twilight."

"That's fine." Twilight said, darting towards the door, before stopping and looking back at them, "I'll be back as soon as I can."

"Hey, Twilight, wait up!" Applejack called as she followed Twilight out.

And with that, Twilight and Applejack left the room and charged through the hallways. It didn't take long for her to get to the observation tower, where Celestia was waiting.

"What's wrong?" Twilight asked, skidding to a stop.

"We might have another problem." Celestia said, looking very worried, "Another creature was spotted at the train station and it fought two of the Changeling's beasts."

"Is it friendly to us?"

"I'm not sure, but it certainly isn't like anything I've ever seen."

"What did it look like?"

"For a simple explanation, it looked like a very large centipede. But it had spikes on it's back and three eyes."

Immediately, Applejack's ears perked up as a smile spread across her face.

"That means the cavalry's here!" Applejack exclaimed, making Celestia and Twilight look at her in confusion.

"Care to explain, AJ?" Twilight said, raising an eyebrow at her friend.

Applejack's smile faded slightly as she remembered that she never told her friends about what Starlight and her found in the mines. 

"Ya 'member when we hid the gems in the Diamond Dog mines?" Applejack asked, "And only me and Starlight went down to the lower caverns?"

"Yes." Twilight said, "Applejack, get to the point, please."

"Well, a hidin' place wasn't the only thing we found. Turns out, there was a Healin' Dragon's cave down there and it was home to a centipede that's half as big as Lazarus."

Twilight's eyes widened. She was surprised by the fact that there was a giant centipede roaming free. However, what caught her attention was the fact that Applejack never mentioned it, until now.

"And why didn't you tell any of us this?!" Twilight said, slightly stunned.

"Well," Applejack replied, digging a hoof into the floor, "we figured that if we told you, then you'd probably panic. Plus, he's been there for a very long time."

"Wait... He?! He, who?"

"Crawl. That's the centipede's name."

At this point, Celestia wasn't concerned about who the centipede was, but what it could do.

"Do you know why he's here, Applejack?" Celestia asked, approaching the two ponies.

"No." Applejack replied, before looking at the ground, "All I know is that we borrowed four memory gems and left. Starlight promised to bring 'em back when she was done with 'em."

"And did she?"

"Well, she was the last one to have 'em."

"Do you know what he's capable of?"

"In truth, I ain't sure. I've never seen anythin' like him. He could fly for all I know."

RRRRRRRAAAAAAAAA!!!

Then they heard a roar echo through the castle. And all at once the castle started to shack and rattle, as if something big was ripping through it.

"W-what was that?!" Applejack asked, bracing herself as she felt the floor shake. 

RRRRRRAAAAAAA!!!!!

Hearing the roar again, Twilight felt something tug at her heart as she realized what it meant.

"That's Spike!" Twilight said with a slight quiver in her voice, before looking at Celestia, "We need to get everypony out of here and to the train station! Now!"

Celestia was a little surprised to hear her former student giving her orders. But, given the situation, quick thinking and quicker actions were needed, no matter the source. 

"Come, we have a fight ahead of us." Celestia said, running out of the room and down the tower stairs, "Guards, fetch my armor, my sword, and my shield!"

Quickly, they returned to the foyer where Pinkie Pie, Rainbow Dash, and the ponies had been waiting. 

Rumble, rumble! CR-CRACK!!!

Suddenly, the floor tore apart, making ponies scatter for corners of the room that stayed intact. 

RRRRRAAAAA!!!!

Spike roared loudly, before looking over the ponies around him. He stopped at Twilight, Celestia, and Applejack, before lowering his head down to them.

"Get ready!" He growled as he looked at the door.

WHAM!!!

The door shook as the Iron Jaw threw itself against it again, trying to break it down.

"Your Highness," a guard said, humbly bowing as he presented several pieces of armor, a well decorated sword, and a shield with a burning sun in the center, "your belongings, as you requested."

"Thank you." Celestia said, taking the items and looking over them as she put them on, "Please, make sure my sister and the others are shown to safety."

"Of course, Princess."

Then the guard left and everyone looked at the white alicorn after she had dressed herself. From what they could see, the princess that they knew looked like a warrior in golden armor, ready for a hard battle.

"I never could picture you in armor." Twilight said, looking at her mentor, "But, it suits you very well."

"It's been a very long time since I wore this." Celestia countered, raising her sword and shield, "And, I never thought I'd have to use these."

WHAM!!!

"Ready?!" Spike asked, preparing to charge the door and take on the creature on the other side,

Clang!

"I am!" Celestia said, clapping her sword and shield together.

"So am I!" Twilight snarled, getting into a battle stance.

"I'm with ya!" Applejack replied, tipping her hat down and baring her teeth.

Then Pinkie Pie came alongside them with her cannon aimed at the door and Rainbow Dash beside her. They had stayed behind in order to calm the ponies with them. But now, it was time for action and they weren't looking very cheerful. Pinkie's hair was down and her coat had darkened, meaning that Pinkie had switched from happy to very serious or dangerous, either one was bad. For anyone she was aiming at with the cannon, anyway.

"Me too!" She said as a crazed smile crossed her muzzle.

"I'm all in!" Rainbow Dash snorted, opening her wings and revealing her wing blades.

WHAM!!!

"Now!" Spike called as he rushed the door, after the beast had tried to break it again.

WHAM!!! CRASH!!! 

RRRRAAAA!!!!

Spike charged forward and used all his weight and strength as he broke through the door, breaking the locks and shattering it to splinters and startling the Iron Jaw.

"EVERYONE, RUN!!!" Celestia shouted, pointing her sword to where she wanted them to go, "HEAD FOR THE TRAIN STATION AS FAST AS YOU CAN!!"





"Shining Armor." Chrysalis mused dangerously as she saw the stallion, "How lovely it is to see you again, dear."

"Shame the feeling isn't mutual, Changeling!" Shining Armor growled, taking a battle stance, "Get out of our country!"

"Aww, still sore about what I did? Let me make a heartfelt apology... If I had a heart! Hahaha!"

Then Chrysalis swung her sword at him, but was deflected by a magical shield that suddenly appeared in front of him. 

"Cute trick." She said, bringing her sword back and staring at the blade for a second, before pointing it back at him, "Let's see if you can do it again!"

The blade cut through the air swiftly and collided with the shield again. Only this time, the shield broke on impact and shattered in pieces.

"It looks like your magic has weakened quite a bit since I last saw you!" Chrysalis hissed, smiling at him and aiming her sword again, "And that'll make this so much easier!"

"Sir!" One of the other guards called out, throwing a spear in their direction, "Catch!"

Shining Armor saw the spear and caught it in the air as Chrysalis swung her sword at him again. 

Clang!

He blocked her attack and held his ground.

"Good to know that your reflexes are still sharp, darling." Chrysalis mused, before looking to the castle, "But, I don't have time to play games. General!"

Suddenly, Hornet appeared and Chrysalis moved away from Shining Armor.

"I hope you don't mind if I introduce myself to your daughter." She grinned as Hornet stepped between them, "Have fun! Hahahaha!"

Then Chrysalis flew away, leaving Shining Armor and Hornet to fight amongst themselves.

"Let's dance, monster!" Shining Armor cried, surging at the Changeling.

"Show me your best, pony!" Hornet hissed as he dodged the attack and brought his sword around.

Clank!

Chrysalis sailed over the city and kept her focus on the castle. All at once, she saw the doors burst apart and a large purple dragon emerge from the castle. 

"So, Celestia, you do have some more tricks." Chrysalis mused, barely swayed by the purple dragon that she saw, "I wonder how this new dragon will hold up against several Iron Jaws, rather than one."

Her gaze drifted upward and she spotted Stag. He was still battling Lazarus, but what she wanted wouldn't affect their battle. Her twisted horn glowed a sickly green.

"Stag," She said quietly, using her magic to enter the dragon's mind so he could hear her, "summon the other Iron Jaws. It's time to show them our best."





Stag heard the words echo through his mind, before retreating into the clouds again. But this time, Lazarus stayed close to him as they barreled through the air.

"ENOUGH RUNNING, STAG!!!" Lazarus roared, trying to catch his opponent.

But Stag didn't reply as his eyes flashed brightly. But nothing happened, at least, not to Lazarus. 

Chomp!

Lazarus tried to bite down on Stag's tail but missed. Unfortunately, the next thing Lazarus knew, Stag had managed to put a considerable amount of distance between them, before disappearing from his sight.

"Where are you now?!" Lazarus growled quietly to himself as he stopped mid-air and scanned the clouds.

Kra-BOOM!

Lazarus pivoted in the air, but was too late. The blue orb struck him in his side and knocked him unconscious, as well as out of the sky.

"HA, HA, HAAA!!" Stag laughed as he watched the Healing Dragon plummet to the city below, "WINGLESS DRAGONS SHOULD STAY ON THE GROUND!! THE AIR IS MY REALM!!"

Lazarus fell far and at the height they were at, the fall would seriously injure him, or worse.

"Mmmmm!" He groaned as he returned to consciousness, but when he saw the city approaching at an alarming rate, his eyes widened, "Stop, stop, stop!"

He angled himself and tried to catch himself in the out-of-control dive, but he was going too fast and had to think quickly. Then he curled his body around himself as he finally crashed to the ground.

CRAASSHH!! CRUNCH!! SMASH!! WHAM!! WHUMP!!

Lazarus careened, rolled, and skidded down a wide street, brushing against buildings and breaking every window in his path. He came to a stop against a pile of dirt and rubble caused by his landing.  

A loud ringing echoed through his ears. The impact also caused his vision to blur, however, it wasn't enough to make him blind. 

"Lazarus!" A small voice called, "Ya have to get up!"

"Apple Bloom, what are you doing?!" Another voice called out.

"He's not gonna hurt me! We're friends!" 

Then Lazarus saw a small yellow, red, and pink blur approach him. His vision was very limited and he didn't see what, or who, it was that approached him, until she was very close to him. And that's when he saw the little earth pony filly he helped so many weeks ago. 

"Ya have to get up, Lazarus." Apple Bloom whimpered as she looked into one of the eyes of the downed dragon.

"I... I'll try, Apple Bloom." The dragon groaned as pain burned through his body.

Ggggggrrrrrrrr!

But before he could attempt to stand, they both looked in the direction the sound had come from. In an alleyway, near the start of Lazarus' impact trail, an Iron Jaw crept around the corner and stared at them. But it wasn't alone. From several side streets and alleys, eight Iron Jaws emerged along with a few Changelings.

"Apple Bloom," Lazarus groaned, "get somewhere safe. It's about to get very, very ugly."

The next thing Apple Bloom knew, Lazarus started to heave himself to a stance. But, every movement caused so much pain to the dragon. Blood seeped from his mouth and injuries, but he managed to stand and glare at the creatures in front of him.

WHUMP!!

"He's mine!" Stag growled as he landed with enough power to shake the ground, "But, you can have the ponies!"

With that, Apple Bloom ran back into the building she had been hiding in and rejoined some of the fieldtrip group she had arrived with. 

"Get her!" A Changeling called out, running after the filly. Big mistake.

FFFFWWWWOOOOSSSSHHHH!!!!

Before the Changeling got close to the building, it was turned to ashes by blue flames. 

"You want them," Lazarus growled as his eyes turned to black, "you'll have to go through me!"

"That, my old enemy, I'll do with a smile on my face!" Stag replied, opening his wings and propelling himself forward.

GGGGGGGGRRRRRRRRAAAAAAAAAA!!!!!

WHUMPF!!!

The two dragons resumed their battle, but now, the danger had increased because Lazarus had to be careful that he didn't hurt any of the ponies. But, he knew that he had to fight harder than before, because he knew that his fight with Stag was to keep him out of the way, while the Changelings chased ponies. And he knew he didn't have the power to stop that many enemies. But that wasn't going to stop him from trying.

Rumble, rumble! Crack!

Suddenly, the ground that separated the Iron Jaws and Changings from the building, cracked and a large centipede emerged from the underworld of Canterlot, with a unicorn mare on it's back.

"Crawl, keep them busy!" Starlight called as she jumped off the centipedes back, "I'll see if there are ponies in these buildings!"

CHEEEEEEEECH!!

Lazarus only managed to glimpse while he fought, but he felt a little relieved when he saw who was running towards the building that was away from the fight. 

"You're not going to win this, Stag!" Lazarus growled, looking at his opponent and digging his claws into the ground as he was pushed back.

"What makes you so sure, Lazarus?" Stag rumbled as he lost momentum, "You don't have an army. And it'll take more than a few ponies to stop me."

"You'd be surprised how even the smallest thing can make the biggest changes!"

Suddenly, Lazarus twisted his body around as he clung to Stag and threw his opponent against the mountainside that Canterlot was built on. 

WHUMP!!

But Stag was quick to recover and got back to his feet. It was odd, because it almost appeared as if the impact did nothing to him.

"Care to try that again?" Stag growled as a grin appeared on his face. 





Luna was now awake and feeling much better, thanks to the ice lilies. But, her limbs felt very numb and were difficult to move. Then she looked out her window and nearly screamed when she saw Lazarus fall to the ground. But she was thankful that he managed to get back to his feet a moment after crashing. And now, Luna was very concerned about what she was watching now. 

"We have to help." Luna said, barely loud enough for everyone to hear.

The next thing everyone knew, Luna removed her covers and started to sit up on her bed. 

"Luna, no." Discord protested, approaching the dark blue alicorn and putting her blanket over her shoulders, "You stay here, I'll go."

Poof!

Before anyone could say anything to stop him, Discord disappeared in a flash. Now, only Luna, Fluttershy, Rarity, Cadence, and Flurry Heart were in the room.

"I need my armor." Luna groaned, taking the blanket off her shoulders and slowly getting out of bed, "As well as my weapon."

That remark caught the others off guard as they watched the alicorn cross the room and approach her closet.

"Luna, you can't." Cadence said, trying to persuade her to stay, "You were just cured and you can barely lift your wings."

"True," Luna replied, using her magic to open the doors to the closet, "but I can still lift them and my magic still has strength. And that is enough."

Pushing the many garments aside, Luna opened another panel that had been hidden and found what she was looking for. Without hesitation, she pulled out the various pieces of black armor with her cutie mark on the chest piece.

"When I returned from my banishment and was turned back to my true self," Luna explained, dressing herself, "I went back to our old castle and searched through the rubble to find some of my former belongings. Most of which had been destroyed by the battle and time. But, my armor had survived as well as this."

Lifting the rug in the middle of the room and opening another hidden panel, Luna found a scythe with a serrated blade on the inner curve, a smooth edge on the outer curve, two spikes on the opposite side of the wicked staff. It looked like something that would make a little filly tremble in fear if she saw it. And that's what Fluttershy did. 

"W-why do you have something like that?" She stammered, intimidated by the frightening weapon.

"It's a gift from someone very important to me." Luna replied, running a hoof along the side of the blade and looking at her reflection, "I've never used it. But, giving the current situation, I would say the time to use it has come."

Cadence stepped forward and looked at the strange weapon, then at it's owner. 

"You don't have to go out there." She said, trying to coax Luna into rethinking her choice, "There are over a hundred soldiers out there and two dragons. As well as Celestia, Twilight, and her friends."

"Don't try to tell me false odds!" Luna snapped, shooting a look at Cadence, "We both know that with everything the Changelings brought with them, ponies are going to die! For all we know, some are already!"

Cadence stepped back and covered her mouth to stifle a gasp. Almost immediately, Luna's expression changed as she realized what she just said. Everyone knew that somewhere in the city was Cadence's husband, fighting alongside the soldiers he trained and respected.

"Cadence... I-I'm so sorry." Luna said, trying to take back her previous remark, "I'm sure Shining Armor is alright."

"Excuse me." Cadence said, making her way out of the room with Flurry Heart still cradled in one of her forelegs, "I'm going to... find somewhere to hide and wait out the battle. Good luck, Luna."

"No, wait! Cadence, I didn't-"

SLAM!!

The door slammed shut, leaving a cold chill to fill the room as Luna, Rarity, and Fluttershy felt a shred of guilt. 

"I wish I had what she has." Luna said, digging her hoof into the floor, "Then, maybe, I wouldn't have said that."

"Don't worry about it too much, Princess." Fluttershy replied, putting a hoof on Luna's shoulder, "She's scared and just trying to find hope."

"Fluttershy, can you accompany her, please? I don't want her to be alone."

"Of course. I'll watch over her."

"Thank you."

With that Fluttershy opened the door and ran down the stairs that spiraled down the tower, in order to catch up with Cadence. 

"Come, Rarity," Luna said, opening her wings and levitating her scythe, "let's see if you can put that sword to use."

Rarity drew her sword and Luna wrapped her in magic, before diving over the balcony and sailing towards the fight. 

"FIRE!!!" A voice shouted as Luna and Rarity landed and started to fight.

BOOM, BOOM!!! 

GRRRROOOO!!!

Suddenly, two fireballs sailed over them and into a charging Iron Jaw, sending the beast flying back and crashing into an empty building. Both ponies looked in the direction the projectiles had come from and saw Pinkie turning her sights on a group of Changelings that entered through the destroyed gate. 

BOOM!!!

A single shot flew from the cannon and towards the Changelings. Unfortunately, they saw it coming and quickly dispersed, in order to avoid being hit. 

"Ok," Pinkie said, watching the Changelings fly around the battle, "cannon for the beasts, hooves for the monsters."

Without warning, Pinkie started to bounce from Changeling to Changeling, knocking each one out as she went. But, even she couldn't do that forever. Discord was also preforming tricks, but even his magic had limits. Duplication, portals, and more, but he could only do so much, without risking lives of fleeing ponies. 

RRRRAAAAAA!!!

Rarity looked to where the roar had come from and saw a very large purple dragon picking up an Iron Jaw and throwing it to one side.

"Spike!" Rarity called out, recognizing him and trying to get the dragon's attention.

"I'm a little busy!" Spike growled, turning to face the unicorn, "What do you need?!"

"Can you help Lazarus?! He crash landed over there and now he's fighting that dreaded beast on the ground!"

Spike looked in the direction of Lazarus and Stag, only to find them clawing and biting at each other. But, there were still several buildings surrounding them and he knew that there could still be ponies in them. Then Spike looked back at Rarity.

"I'll see what I can do." Spike rumbled as he gave her a half-hearted grin and winked, "But, I expect a gem cake after this." 

"Help him win and I'll buy you ten cakes." Rarity replied with a grin of her own.

"Deal!"

With that, the purple dragon started to head for the battle in another part of the city. But, it wasn't going to be easy getting there, because there were more Changelings and Iron Jaws in his path. So, fighting his way there was going to be half the effort.

"Rarity!" A voice called out, making the unicorn look toward a purple alicorn.

"Twilight, are you alright?!" Rarity called back, noticing scratches and bruises on her friend.

"I'm fine! Where's Spike going?!"

"To help Lazarus!"

"What?! Is he crazy?! That other dragon will tear him apart!"

Suddenly, Rarity felt a sense of dread wash over her as she realized what might happen to their closest dragon friend.

"Stay here and help everypony get to the station!" Twilight called, spreading her wings and sailing after the dragon, "I'm going to help Spike!"

"Twilight, wait for me!" Luna called back, taking to the air and following, "I'm not going to just stay and watch as my friends and adopted father fight monsters!"

Twilight was slightly bewildered by what she saw as the dark blue alicorn flew up to her side.

"Luna?!" Twilight exclaimed, nearly losing her balance, "You're okay?!"

"Never better!" Luna said, glaring at the sight before them, "Now come, let's show these creatures what happens when they harm family!"

They sailed through the air as they followed Spike and watched as he fought Iron Jaws, one-by-one. But, Twilight knew that sooner or later, they would try to overpower him. And that was something she didn't want Spike to endure.





Fluttershy walked with Cadence as they ventured through the castle, looking for a suitable place to hide and wait out the fighting. But, neither of them could even guess when the fighting stopped.

"We should've brought Thorax and left Flurry Heart in the Crystal Empire." Cadence said, still cradling her daughter, "Then, maybe, he could've talked to Chrysalis and prevented this whole thing from happening. And our daughter wouldn't have to experience any of this."

Fluttershy turned her head to look at Cadence and saw her looking straight ahead, appearing to be in deep thought.

"But," Cadence continued, "that's probably hoping for too much."

"Cadence," Fluttershy said, trying to cheer her up, "there's no limit to hope. And don't try to make things feel worse, because of what you didn't and did do. Even if you brought Thorax, there's no guarantee that Chrysalis wouldn't attack. Plus, you didn't know the Changelings would come here, so it's not your fault that Flurry Heart is stuck in a battlefield. But that doesn't stop you from hoping."

This made Cadence stop in the large empty hallway and look at the yellow pegasus, surprised by her words.

"I'm not an expert," Fluttershy continued, walking around to look at Cadence head on, "but I know enough. And right now, I can tell that you're scared and trying to find a solution. Hoping for something isn't a bad idea. In fact, it's one way that helps you think. But hoping for something that could've been, doesn't help what can be."

"Then, what should I do?"

"Think positive and pray. That's all you can do, right now. With luck, this will be all over with Chrysalis defeated and the Changelings going home." 

Cadence managed to crack a smile as she took in Fluttershy's words.

"When did you learn to make a speech like that?" Cadence asked, continuing through the halls with Fluttershy beside her.

"I'm not sure." Fluttershy replied, before grinning warmly at Cadence, "Maybe that's more Lazarus talking, than me."

"Well, if you learned how to do that from him, then he's wiser than he says he is."

They walked slowly through the castle, trying to ignore the sounds of the battle outside. But, every once in a while, something would flash and shine through a window. Or, a sound would penetrate the walls and echo through the castle, making Fluttershy quiver and Cadence hold Flurry Heart closely. They were trying to stay away from the front entrance, but there wasn't anywhere in the castle that could guarantee safety.

Creeeeaaaak! 

At one end of a long hallway, the ponies heard the sound of a door opening and a shadow appear in the light that shone through. But what frightened them the most, was who the shadow belonged to.

"Come out, come out, wherever you are." A crude voice mused in a sing-song manner, as the shadow got bigger against the opposite wall of the door, "I just want to introduce myself."

Fluttershy's eyes darted around as they started to back down the hall and around a corner. 

RRRRRRSSSSSSSHHHHHH!!!

The unmistakable and haunting sound of metal being dragged along the ground echoed loudly, cause Cadence and Fluttershy to flatten their ears. Cadence used her magic to keep the sound from entering Flurry Heart's ears, trying to keep the foal from crying. 

"I know you're in here!" The voice said with a slight hiss, the shadow getting closer, "I could smell the love for your family from the outside of the castle."

Then Fluttershy tapped Cadence on her shoulder, which made the alicorn look at her and see that she was pointing at a door. 

"In here, quick!" Fluttershy whispered urgently, opening the door as quietly as she could.

The door revealed nothing more than a broom closet. And it was only big enough for one to hide comfortably, without alerting any danger. 

"We'll find another place." Cadence whispered, looking down the hall and holding her daughter close.

"No time!" Fluttershy whispered back, pushing some items aside, "You and Flurry Heart need to hide, now! I'll keep her busy."

"Fluttershy, no! You can't take on Chrysalis by yourself!"

"I'm not going to fight her, I'm just going to give her something to chase."

After making room in the small space, Fluttershy ushered Cadence and Flurry Heart inside. Sparing a glance down the hall, Fluttershy could see that the owner of the shadow was only a few steps from rounding the corner. 

"Count to twenty," Fluttershy whispered, giving both of them a hug, "then get out of here and find help."

"Will you be alright?" Cadence asked, letting the pegasus go.

Fluttershy only responded with a pained and worried expression, before closing the door as quickly and quietly as she could. Then she turned to look as the shadow had finally reached the corner.

"Where are you?" Chrysalis hissed as her horn appeared around the corner first.

Fluttershy flapped her wings and rose into the air as she saw Chrysalis' face appear next. 

"R-Right here!" Fluttershy called out, only to have it turn into a squeak.

Before she knew what she was doing, Fluttershy turned and beat her wings as hard as she could. Chrysalis rounded the corner and broke into a hard run before taking flight herself, in order to chase the pony. 

"You won't get away from me!" The Changling Queen called as they barreled through the castle.





WHUMPF!!! CRASH!!!

Stag tail-whipped Lazarus, sending the already injured wingless dragon crashing down the street and against a large building. Ponies and Changelings scattered and ran, in order to avoid being hurt. But, no matter what happened, Changelings were still trying to follow the orders they had been given. And ponies were still trying to wait out the battle.

"If all of you hadn't left..." Stag growled, picking Lazarus up by the neck and slamming him to the ground.

WHAM!!! CRACK!!!

"Ack!!" Lazarus choked as he felt the impact of the ground on his back.

"...then, I wouldn't have killed everyone you knew! You could've lived comfortably under my rule!"

"Under... your rule?!" Lazarus coughed, glaring up at the grey dragon, "You wanted to keep us prisoner and abuse our powers for your own benefits! That's not living, that's enslavement! And you were jealous of my brother, because he had far more respect than you could ever hope to have!"

"I was respected and feared when I earned my place! You should be wise to remember that!"

"I remember watching you drive your claws into my brother's chest and murdering him! There's so much blood on your claws, I'm surprised they aren't red!"

"Says the one who's covered in battle scars! You're no different than me! Tell me, how many dragons have you killed in the past six thousand years?! A hundred?! Two hundred?! Five hundred?! We're both murderous monsters!"

"I might be a monster, but I'm no murderer. But you are, because you think it's entertaining! I don't! That's the difference between you and me! I fight to protect, while you fight just to watch the blood paint the ground!"

Lazarus tried to push Stag off of him, but his attempt failed with Stag wrapping both clawed hands around Lazarus' neck and squeezing.

"You're right about one thing," Stag rumbled, putting pressure on his opponent, "this is fun!"

Then Stag raised one of his clawed hands up into the air and smiled down at Lazarus.

"Give my regards to your subjects, your Majesty!" He said, as Lazarus' eyes slowly started to close.

CHOMP!!! 

GRRRRRRRRRRRRRAAAAAAAAAAAAAA!!!! 

Lazarus opened his eyes as he heard Stag roar in pain and release him. And what he found next made him think that he was dreaming. But he recollected himself as he watched a large purple dragon holding one of Stag's wings in his mouth. With all the thrashing the purple dragon was doing, Lazarus knew what was about to happen to the wing.

CRUNCH!!! RIP!!!

GRRRRRRRRRRRRRRRRRRRRRRAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAA

Stag let out a painful scream as his wing hung limp with a large rip cutting through the thin flesh. Quickly, Stag rounded and punched the purple dragon in the face, freeing his badly damaged wing. He inspected it as the purple dragon reeled and held his head.

"HOW DARE YOU INTERVENE!!!" Stag roared, grabbing the purple dragon and throwing him to the city's edge. 

WHUMP, CRAAASSSHHH!!!

Stag surged forward and charged at the purple dragon, leaving Lazarus on the ground and breathing heavily. 

"Lazarus!" A voice called, making him stir, "Lazarus, don't slip away from me, please!"

"Mmmmmm!" Was the only response the Healing Dragon could muster as he laid on his back.

The next thing he saw was Luna, dressed in black armor and quickly racing towards him, with her scythe in her magic. 

"Good to see you've recovered and that you kept that all these years." Lazarus said in a shallow tone, "I thought you got rid of it."

"Why would I get rid of a gift from my favorite friend?" Luna replied, running her hoof over the large blade, "After all, you took it out of your own mouth and fused it to the branch of a flaming willow tree."

"Well, you were jealous of your sister, at the time. After you told me she was given a sword and shield, I thought I'd make something unique for you."

Luna forced a smile on her face, but it quickly disappeared as her eyes scanned his body. Bruises, scrapes, gashes, and blood covered him. It was an unsettling sight that was making tears form in Luna's eyes. 

PFFFFFTTTT!!! PFFFFFFTTTTT!!!

GRRRRRRRRAAAAAAAAAAAA!!!!!!

Luna turned her head and saw that Twilight had started to attack Stag, in order to give Spike a chance to recollect himself after being thrown.

"I have to get up." Lazarus grunted as he started to hoist himself off the ground.

"Lazarus, no!" Luna protested, unable to stop him, "You've done more than enough!"

"Stag will kill both of them, if I don't do anything to stop him."  

Then he looked down the street and saw Starlight ushering ponies into the hole that the centipede had made.

"This tunnel will lead you to the train station," He heard her say as several entered, "once there, tell the engineer to leave."

"But what about our sisters?!" He heard Apple Bloom ask with urgency, "We saw 'em earlier, but that was hours ago!"

At this point, Luna had left Lazarus and approached them, almost undetected.

"Fear not, Apple Bloom." She said sweetly, "Your sister and her friends are fighting to get ponies from the castle to the train station."

"There are more ponies at the castle?!" Starlight exclaimed, planting her staff in the ground, "How many?"

"About a dozen or more from what I saw."

Starlight turned her attention back to the little filly, before looking at another unicorn mare who had stopped next to them.

"Tell the driver to wait ten more minutes when you get there." She said with a hint of sorrow, "If they're not there by then, leave."

"No!" Apple Bloom cried, tears running down her face, "I ain't gonna leave my sister behind."

Suddenly, the mare wrapped Apple Bloom in her magic, before giving a nod and darting into the newly made tunnel.

"Do you think they'll make it?" Starlight asked, directing her question to Luna, "Our friends, I mean?"

"In truth, I'm not sure." Luna replied, glancing back at Lazarus, "However, I have faith."

CHEEEEEEEEEEECH!!!

All three of the looked and saw Crawl fighting the last Iron Jaw, but the Iron Jaw had the centipede's head pinned to the ground as it stood on him. As quickly as she was able, Starlight pointed her staff at the creature.

"Crimson Fury!" She cried, before a beam of red light shot at the beast.

Kra-FFFFWWWWWWOOOOO!!!!

The next thing the saw was a pile of ash covering the centipede, who had quickly taken a cobra's stance.

"Starlight," Lazarus groaned, looking at the two gems imbedded in her staff, "it's good to see you again. But, why do you have those? And where did you find a Shadowpede?"

"To sum it up," Starlight explained, not needing to ask what a Shadowpede was, "After you gave the gems to Twilight, we hid them in a mine. But it was already occupied, so we left them there. But, after I escaped the Changeling Hive, I went to the mine and retrieved the gems, as well as ask the cent- Shadowpede for help."

"Interesting. But I want a full explanation after this. Those gems aren't something to take lightly, am I clear?"

Starlight responded with a nod, before turning to face the Shadowpede.

"So, that's what you are." She said with a small grin.

Crawl nodded, before lowering himself to the ground and nudging her.

GRRRRRRRRRAAAAAAAAAA!!!!! 

PFFFFTTTTT!!!! PFFFFTTTT!!!!

All of them looked and saw that Twilight was still shooting at Stag and dodging swipes of his claws and tail. Spike was starting to get back to his senses  and shaking off the pain he had endured from Stag's attack. But when he saw the grey dragon trying to hit Twilight with his claws and tail, it was enough to make Spike slam his fists against the ground and roar.

RRRRRRRRRRRAAAAAAAAAAAAAAAAAAAAAA!!!!

"GET! AWAY! FROM! HEEERRRR!!!" Spike bellowed loudly, before charging at Stag and ramming into him.

Unfortunately, Stag saw the attack coming and dodged him, before grabbing the purple dragon and throwing him again. But this time, Stag had thrown Spike at Lazarus. However, Lazarus managed to avoid being hit by ducking under as Spike sailed over him and landed a short distance away. But, Spike was quick to recover and was on his feet within seconds.

"STAG!!" Lazarus roared, holding up his claws and making Spike stop and look at him.

Twilight and Stag had also stopped and looked at the battered dragon. 

"This is between me and you!" He growled, red eyes focused on the Reaper Dragon as he lowered his claws and took a threatening stance, "I'm not going to let anyone fight my battle for me!" 

"Heh!" Stag chuckled, amused by his opponent's intentions, "Look at you! You couldn't beat me in the air and you couldn't beat me on the ground! And now you can barely stand! What makes you think you stand a chance now?! If anything, you need all the help you can get!"

"Perhaps! But there's something you seem to forget about me!"

"And what is that?!"

"I'm. Not. DEAD!!!"

With that, Lazarus surged forward again and resumed their battle.





Fluttershy darted through corridors and weaved between pillars. But Chrysalis kept pace with her, and the distance was closing. 

"Come here!" Chrysalis demanded, dodging a hanging banner of the sun.

"No!" Fluttershy shrieked, turning a corner and diving into a room.

SLAM!

After throwing the door shut, blocking Chrysalis, Fluttershy propped a chair against it to keep the Changeling Queen out. But when she looked around at the room she had chosen to hide in, Fluttershy suddenly felt very foolish and more frightened.

Thump, thump, thump!!!

"I know you're in there!" Chrysalis called through the door, "You can't stay in there forever! And, you've got nowhere to go!"

The room that Fluttershy had barricaded herself in was the kitchen. But what worried her the most was that there was only two doors in the room. The one she had entered and the other that lead to where various amounts of dried goods and spices were kept. Desperately, Fluttershy looked all around at the counters, cupboards, drawers, ovens, stoves, and large fireplace off to the side.

"Wait a minute." Fluttershy said quietly, realizing something, "The fireplace chimney! I'll bet I can get out that way!"

Quickly, she darted over to the fireplace and started to climb.

WHAM, CRACK!!

Fluttershy's tail was only half way up when Chrysalis had thrown herself against the door and forced it open. Seeing Fluttershy's tail disappear up the chimney, Chrysalis' next action came without warning or concern. 

Clang, shinkt!

"AAAAAAAAAAAAAAHHHHHHHHHHH!!!!" 

Chrysalis used her magic to drive the long, sharp, black blade between the bricks that made the fireplace and chimney. And, as Chrysalis expected, she found her mark. A small trickle of blood was painting the bottom of the fireplace red. Upon seeing it, she pulled her sword free and a bright yellow pegasus mare with butterflies on her flanks and a stab wound in her chest, slid back down the chimney and rested on the ground at Chrysalis' hooves. 

"Now," Chrysalis said with nearly no remorse for what she had done, "tell me, where is Flurry Heart?"

Fluttershy didn't say anything as she held her injury and started to feel cold. 

"Hey," Chrysalis said, using the tip of her sword to lift Fluttershy's head and look her in the eye, "if you tell me, I'll make the pain go away."

Fluttershy's eyes narrowed as her vision slowly blurred and opened her mouth slightly, blood dripping out of one side.

Sp-too!

Chrysalis looked at the bloody spit drop on her leg, before looking back at Fluttershy.

"Y-you're... you're going to... lose." Fluttershy coughed as a small pool of blood formed around her, "And... if Flurry Heart... is what you're after... then you better hope... you'll still be able to stand... when you see her."

"I don't want her!" Chrysalis hissed, pulling the sword away, causing Fluttershy's head to rest on the ground again, "I just need her out of the way. Otherwise, when she's older, she'll try to make my rule difficult."

"Provided... you win this fight... But, I have... my doubts."

"Why do you doubt?"      

"Because... you're fighting... my family."

Chrysalis raised her sword and made it hover above Fluttershy's head. The blade still dripped with her blood as it was suspended in mid air by green magic. Chrysalis' twisted and sharp smile grew wider and her eyes burned greener, looking like pits that lead to the worst parts of Tartarus. The only thing Fluttershy could do was close her eyes in order to avoid such a sight.

"Your family will kneel before me!" Chrysalis hissed, raising her sword higher as she got ready to strike the pegasus one last time, "And when I'm done with them, I'll be sure to send them to you!"

With that, Chrysalis brought her sword down.

Clang!

However, it didn't enter Fluttershy's skull. Upon hearing the sound of metal on metal she opened her eyes and felt very relieved to see what was above her. Instead of seeing Chrysalis or the sword, Fluttershy saw a large circular disk with gold around the edge hovering above her. 

"That was a very stupid thing to do, Chrysalis!" A familiar voice said angrily.

To Fluttershy, the voice almost sounded like an angel's. But, to Chrysalis, it was the voice of one of her most hated enemies.

"I was wondering if I had your attention," Chrysalis mused, talking to the owner of the shield, "Celestia!"

Fluttershy shifted her eyes to the door and saw the Princess of the Sun, dressed in golden armor and a sword at her side, with a fire in her eyes that would frighten even the strongest beings in Tartarus. Her horn glowed a bright yellow, the same shade that was wrapped around her sword and shield. 

"You have more than my attention!" Celestia said, still keeping her shield above Fluttershy, "Now, I'm going to give you to the count of three."

"And what happens when you reach three?" Chrysalis asked, raising an eyebrow and looking at Celestia, "Are you going to kill me?"

"If you're still standing there, then that might happen."

"You don't have the spine!"

Celestia raised her sword to eye level with the tip pointing at Chrysalis. 

"One..." Celestia counted, her eyes burning with a fire that would melt ice with a stare.

Now Chrysalis raised her sword away from the shield and pointed it at Celestia.

"Two..." The princess in golden armor continued, taking a battle stance.

"I hope that fire is burning when you're laying at my hooves!" Chrysalis hissed, flashing her fangs and pointing a hoof at Celestia, "I want to watch it fade as I stomp the life out of you!"

"Three!" 

As fast as they were able, both the queen's and the princess' swords darted towards each other.

Chink, clang! 

Both swords rang as their masters commanded them to attack. And poor Fluttershy could only watch as she held her wound, trying to keep herself from losing too much blood.





"We're almost there, ya'll!" Applejack called, seeing the station come into view, "Jus' a li'l further!"

After Celestia was met by Cadence, Applejack sensed that something was wrong. And seeing a fearful look appear on Celestia's face, before she left, it made the feeling even worse. However, that didn't distract her from the task at hoof, which was making sure everypony got to safety. And from what Applejack and the others could see, a large locomotive with five passenger wagons, three boxcars, seven coal cars, two flatbeds, and three cabooses were waiting to get everyone out of the battered and burning city. Rain pelted against the boiler and cab, while steam swirled around the wheels. It was a very welcoming sight to see.

WOOOOOOOOO!!!! WOOOOOOOOOOOOO!!!

"COME ON!!" The driver shouted to them, waving her hooves, "WE NEED TO GO, NOW!!"

The ponies ran as fast as they could, before boarding. 

"Applejack!" A small voice called out.

The farm pony looked in the direction the voice had come from and nearly burst into tears. 

"Apple Bloom!" Applejack called back, running over to her sister and hugging her tightly, "Oh, I was so worried! Y're not hurt, are ya?"

"No." Apple Bloom replied, as Scootaloo and Sweetie Belle were also greeted by Rainbow Dash and Rarity, "Starlight told us to tell the driver to wait for ya. Thankfully, ya'll got here before we left."

Applejack pulled away from her sister as confusion took hold of her.

"Did ya just say, Starlight?" Applejack asked, looking down at the filly, "Starlight Glimmer?!"

Apple Bloom nodded, before her sister looked at Rarity and Rainbow Dash with shock. They too were surprised by what they just heard. 

"Where is she, Apple Bloom?!" Applejack asked as panic and excitement merged in her mind.

"She's with Lazarus, Twilight, and Princess Luna." The filly replied as rain drenched her bow and mane, "They're tryin' to help him fight that grey dragon. There's even a large purple dragon over there. Strange too, it almost looks like Spike."

WOOOOOOO!!!! WOOOOOOOOOO!!!

The whistle blew loudly, signaling that the train was about to leave.

"Get on, quickly!" Rarity exclaimed, helping Sweetie Belle climb onboard a passenger wagon.

CLU-CLANK, CHUNK!!! EEEEEERRRRRRRSSSSSSSHHHHHH!!!

The sound of couplers clanging together and wheels spinning filled the air, making everyone cover their ears. 

"WE'RE TOO HEAVY!!!" The engineer called as black smoke and small flames billowed out of the funnel.

Even in the rain, the ponies could see sparks fly from the wheels as they spun on the rails. The start of the downhill grade was a short distance away, but the cars refused to follow the locomotive. 

Applejack looked from the engine to the last caboose as she tried to think of a plan. Then she looked at Discord and Pinkie's cannon, before something entered her thoughts.

"Alright!" Applejack announced, making them all look at her, "Discord, Pinkie, Rainbow, and Rarity, I need ya to head to the back with me! Apple Bloom, Sweetie Belle, and Scootaloo, ya'll are to head to the engine and help the driver if she needs it! Everypony, got it?"

"Got it!" Rainbow Dash replied as they started towards the back.

Applejack took another look at her sister as her friends made their way to the engine.

"Are ya goin' to come with us?" The filly asked as a worried look formed on her face.

"I'll catch up later." Applejack replied, stepping up to the train car and standing in front of Apple Bloom, "But, I have to stay and help. There are still ponies that need us here."

"Can I stay with ya?"

"No, Apple Bloom. This here's no place for a little filly like yerself. But, I promise, I'll be back in Ponyville before ya know it."

Without warning, Apple Bloom threw her hooves around her sister and held her tightly. Applejack returned the hug and felt a tear roll down her cheek.

"I love ya, Big Sis!" Apple Bloom cried as she buried her face into Applejack's shoulder.

"I love ya too, Li'l Sis." Applejack replied softly, stroking the filly's mane.

Both ponies held each other for a moment. But, they knew that there were things to be done.

"Now," Applejack said, as the Apple sisters let each other go, "ya better get to the engine and try to help. Do as the driver tells ya and don't worry too much about me. Alright?"

"Okay, Applejack." Apple Bloom sniffed, wiping away her torrent of tears, "Good luck."

Applejack nodded, before turning towards the back and running as fast as her legs could carry her. When she got there, she found her friends using their strength and magic to try and push the train forward.

"Pinkie, prop yer cannon against the back with the barrel pointed away from the train." Applejack ordered, getting on the tracks with them and taking a bucking stance, "Discord, I need ya to grow and push. Rarity, Rainbow, keep doin' what y're doin'."

Pinkie and Discord did as they were told. Discord grew to the height of an apple tree, while Pinkie positioned her cannon. 

"On my signal..." Applejack said, planting her front hooves and tipping her hat forward, "Now!"

WHAM!!! WHAM!!! WHAM!!!

BOOM!!! BOOM!!! BOOM!!!

With every kick, cannon shot, groan, and grunt, the train slowly began rolling towards the downhill. 

"COME ON!!" Applejack shouted, pulling back for another hard kick.

WHAM!!!

With a final kick to the caboose, the train started to accelerate, telling them that the locomotive was now pulling the train down the mountain. Everyone, except Applejack, quickly followed. 

"Applejack?" Rarity said, noticing her friend standing and watching the train leave, "Aren't you coming?"

"Our friends need help." Applejack replied, keeping her eyes on the caboose as it got closer to the hill, "And I'm gonna stay and do what I can to help."

Rainbow Dash, Pinkie, and Discord stopped chasing the train and looked back at the farm pony. But then they saw Applejack raise a hoof and wave. Rainbow Dash and Rarity looked at what she was waving at and saw three small faces appear in the rear window, waving back at them. Then the caboose followed the rest of the train down the hill and into the tunnel, disappearing from view and into the darkness.

"Ow!" Rainbow Dash groaned, holding her chest and lowering herself to the ground.

"Are you alri- Ouch!" Rarity winced, holding her chest as well.

All four ponies held their chests as a sharp pain mysteriously shot through them. But it quickly subsided and they relaxed. 

"What was that?" Pinkie asked, rubbing where she felt the pain.

"I don't know." Applejack replied, also confused by what just happened, "But whatever it was, it ain't good."

Ka-BOOM!!! 

Suddenly, an explosion from across the city rumbled towards them, making all of them look in the direction it came from. Discord floated himself above the buildings and was surprised by what he saw.

"The castle is on fire!" He called, looking at the ponies below, "There are flames and smoke billowing from the windows!"

"Oh no!" Rarity cried, remembering something important, "Fluttershy might be in there! She was with Princess Cadence when we left, but not when Cadence was talking to Celestia!"

Alarmed and worried, everyone started to panic. However, Applejack kept herself calm as she started to put things in action.

"Discord," Applejack said, getting everyone organized, "head to the battle and see if Lazarus, or anyone else, needs help! Girls, ya'll are with me! We're gonna try an' find Fluttershy!"

"And who put you in charge?" Discord groaned, staring down at her, "I don't remember anyone making you the leader, while Twilight was busy."

"If ya want the job, fine. But I'm gonna go an' help my friend. If ya gotta problem with that, try an' stop me!"

With that, Applejack charged towards the burning castle, along with Rainbow Dash, Rarity, and Pinkie riding her cannon. Discord floated weightlessly for a moment, before disappearing in a flash of light.





The fight between Lazarus and Stag was now being fought close to the overhanging ledge of the city. And it was so far down, with the darkness of the clouds and rain, the base of the mountain was non-existent. Blue lightning flashed across the sky, tearing the heavens apart. Buildings still billowed flames and smoke, while ponies and Changelings faced against each other. But with everything that was happening, the two dragons stayed locked in their battle.         

GRRRRRRRRRAAAAAAAAAAA!!!!

Stag swung his spiked tail at Lazarus, but missed as the Healing Dragon dodged the attack and countered.

WHAM, CRACK!!

Lazarus threw an earth shaking punch and hit Stag's head so hard, a small shockwave sailed through the air. It wasn't big enough to knock anyone off their footing or break glass, but it was loud enough to make others cover their ears for a moment.

WHAM, WHAM, WHUMP, CRACK, SMASH!!!

FFFFFFFFFFFFFFWWWWWWWWWWWWOOOOOOOOOOOOOOOSSSSSSSSHHHHHHHHHHHHHH!!!!!!!!

GRRRRRRRRRRAAAAAAAAAAAAAAAAAAAAAAAAA!!!!!

Hot blue flames erupted from Lazarus' mouth, burning Stag's flesh on his arms and chest. The grey dragon collapsed to the ground, close to the cliff's edge, covered in bruises, burns, gashes, blood, and rain. But, even with everything that he had endured, he remained conscious and alive. But before he could attempt to move, Lazarus was standing over him, claws raised and teeth bared. And behind him, Luna, Twilight, Spike, and Crawl had finished off the last of the Iron Jaws and were approaching him, unafraid of the grey dragon that lay before their mighty friend.

"Do it then!" Stag hissed, looking up at Lazarus with his one good eye, "Show them your true colours!"

Lazarus didn't say anything as he looked down at his enemy. All at once, the images of everyone Lazarus knew entered his mind. Korg, his most trusted advisor and friend. Hex, Baia, and their child, enjoying a lovely view from a mountaintop. Darius, dying with honor and pride in the field of battle. The three small faces of his children, his heirs, looking at him with big innocent eyes with slit pupils. And Saleen, his wife, queen, and mother to his children, the most beautiful and bravest dragoness Lazarus had ever met. 

Seeing that face made Lazarus rethink his revenge. If he killed Stag, would it really make things better or worse? After all, Stag had killed so many Healing Dragons, that not killing him would be unfair justice. But, since Lazarus had also killed so many, would it make any difference? Perhaps that's why he thought of himself as a monster. Not because he killed hundreds of dragons over the years, but because he had killed them out of blind rage and rash thinking. However, this was different. This was something that required him to think of what could happen if he drove his claws into Stag.

"No!" Lazarus growled, lowering his claws, "There's been enough killing. And I'm done fighting you."

"Ah, so you've decided surrender." Stag replied with a small and painful grin.

"Never! I've decided to start living a life without violence, slavery, fear, and hate. But you... I never want to see you again!"

With that, Lazarus slowly turned away from Stag and saw his friends all smiling at him. And Lazarus knew why. It wasn't because the fight was over for him, but because he had chosen to let his enemy live and stop being the monster he thought he was.

Lazarus was almost back to the group, when he heard something move behind him. 

"I'M NOT DONE WITH YOU!!" Stag roared, as blue lightning flickered and arced in his mouth. 

CHEEEEEEEEEEEEECH!!!!

Before Lazarus could react, Crawl surged forward without warning and wrapped himself around Stag's body and neck, digging in his mandibles and sharp legs. Stag switched targets as he charged his shot and craned his head as far as he could. Unfortunately, it wasn't far enough.

Kra-BOOM!!! CRUMBLE, CRACK!!!

The orb of lightning grazed Crawl, before impacting against the ground and exploding next to them, causing the ledge to give way and collapse under them.

"NOOOOOO!!!!" Starlight screamed, bursting out of a building and watching as her multi-legged and spiked pet/friend held onto the dragon as they fell, "CRAWL!!!"

GRRRRRRAAAAAAAAAA!!!!!!!

CHEEEEEEEEEEEEEEEEECH!!!!!! 

Starlight dropped her staff and raced over to the edge, but all she saw was darkness. The roar of the dragon and screech of the Shadowpede died away, until all that was left was the sound of rain tapping against the ground and the rumble of thunder. Slowly, the clouds faded to a heavy grey and the lightning flashed a blinding white.  

Poof!

"Is everyone alright?" Discord asked, appearing in front of Twilight, but saw that she had a sad look on her face.

Discord looked over at where Starlight and Lazarus were looking over the edge and quickly understood what happened.

"Who fell with the other dragon?" Discord asked, sharing the same look as everyone else.





Clang, clunk!

"You can't keep this up forever, Celestia!" Chrysalis hissed, trying to get a better angle, "Why don't you just submit to me now and get it over with?!"

"Not now, not ever!" Celestia countered, blocking another strike, "I'll worship dirt, before I'll ever kneel before you!" 

They had moved from the kitchen and into the halls and Celestia had levitated her shield away from Fluttershy, once they were far enough away. Now she had two items to use, while Chrysalis only had her sword. But, that didn't stop the Changeling Queen from using her magic. 

Bzzzzz! Bzzzzzzzzz!

Green electricity arced through the halls and against the golden shield. But, Celestia was holding it in her magic, so it didn't bother her. But that limited her magical abilities, because she was so focused on the sword and shield. 

Neither of them knew Stag had been defeated, or that most of the Changelings had fled or perished in the battle. However, passing several windows, Celestia noticed that the sky wasn't as dark as it had been. 

"Alright!" Celestia said, blocking another attack, "I have had enough!"

Clang! Smash!

Celestia's shield sailed forward and slammed into Chrysalis, causing her to crash through a window that was close to the ground. Celestia followed and found the Changeling Queen quickly recovering. As soon as she was able, Chrysalis had her sword floating in front of her again.

"I'll admit," Chrysalis said, breathing heavily, "this is more difficult than I thought it would be."

"You're welcome to leave whenever you please!" Celestia replied in a stern and angry tone, "But you will never set hoof in our home ever again!"

"Do I look like someone who'll give up easily?"

Then Celestia looked behind Chrysalis and smiled at what she saw.

"Maybe if I wasn't by myself." Celestia said, pointing her sword at what she was looking at, "But, how are you, when you're against more than one?"

At first Chrysalis didn't understand what she was talking about.

Clank! Th-thump!

But when a third blade appeared and knocked her sword out of her grasp, Chrysalis quickly looked to see who the mystery sword belonged too. 

"I don't think invading the capital city of a nation is very ladylike, darling." Rarity said, retrieving her sword with her magic. 

"You think you can last against me?!" Chrysalis laughed, picking up her sword, "You most be joking!"

Quickly, Chrysalis charged toward the unicorn, but just before she got close, a cyan and rainbow blur appeared in the corner of her eye.

Zoom, clang, snap!

The next thing Chrysalis knew, her sword had been broken and the blade fell to the ground, making Chrysalis stop in her tracks. 

"You better work on being a little faster." Rainbow Dash said, hovering in the air with her gleaming and sharp wing-blades, "How did you manage to become the queen of anything? Especially, since you move at a snail's pace."

Chrysalis flashed her fangs and stayed focused on the pegasus with the rainbow-mane, not worried about anything else. 

Wham!

Unfortunately for her, she should've been paying more attention. As if from nowhere, Chrysalis felt the hard impact of hooves and pain shoot through her body, before flying a short distance and rolling to a stop. 

"Ya ever wonder why no one has ever conquered Equestria?" Applejack asked, turning to face Chrysalis, after kicking her, "It's 'cause we ponies don't just lay 'round and let 'em. It don't matter if the odds are a hundred to one or a thousand to one, if there's even that smallest chance, then we'll take it. Every pony in Equestria knows that. Maybe ya should've paid more attention to how this place works."

Chrysalis laid on the ground and held her injury, gasping to catch her breath after such a powerful blow. 

"And today," Celestia said, approaching the injured queen, "you tested us and lost. Again. You should've learned the first time." 

Chrysalis didn't say anything as Celestia used her magic to pick her up. 

"What kind of creature are you?!" Celestia growled, holding Chrysalis up and looking her in the eyes, "You poison my sister, impersonate my subjects, and invade our grand city! My home! My home! You deserve no mercy!"

"If you're going to kill me," Chrysalis coughed, glaring at the princess, "then go ahead and run your sword right through my heartless chest! Otherwise, put me down and we can continue our duel! I could tell you were enjoying it as much as I was!"

Celestia levitated Chrysalis closer, allowing the Changeling Queen to see the blaze burning in her eyes.

"I'm nothing like you!" Celestia whispered harshly, "And, I don't want to ever see you again!"

With that, the princess threw the queen as hard as she could, but they could see she was quickly plummeting back down into the city.

"I got her!" Pinkie called, aiming her cannon, before saying, "Max power!"

BOOOOOOOOMMM!!!

The cannon erupted and a fireball the size of a pony sailed towards the Changeling Queen. But when it collided with her, it didn't explode or drop it's altitude. Instead, it kept flying and pushing Chrysalis further and further away from Canterlot, until both of them faded away into the distance. 

"Um, Pinkie," Rainbow Dash said, noticing that her friend had turned back into her old self, "was that necessary? I mean, we needed her gone, not gone."

"Oh, don't worry." Pinkie replied with a small grin, "The fireballs are actually not as dangerous as you think. At best, they only knock out the baddies. I noticed that when we were getting ponies to the train station, the Changelings I managed to hit were still alive."          

"Then, why did you say, max power?"

"That was for the amount of launching power. I can't change the power of the fireballs."

Celestia stayed focused on the direction Chrysalis had been launched, but it was quickly getting dotted by any remaining Changelings. And that told her that they were leaving, which was a very welcoming sight.

"I wonder if the others can see this." Rarity said, standing next to Celestia.

"Yeah," Applejack replied, standing on the other side of the alicorn, "I'll bet Fluttershy is really get-"

"Oh, no!" Celestia exclaimed, dropping her weapons and turning back to the castle, racing toward it, "Fluttershy!"

Without asking, the four mares followed behind her as she tore through the window she had broken and down the halls. But when she returned to the kitchen and entered, the ponies saw her raise a hoof to her mouth and gasp.

"Princess," Rarity said, reaching the doorway, "what's wr-"

She couldn't say another word upon seeing the body of her friend lying on the floor of the kitchen with her eyes closed and blood pooled around her. Applejack, Pinkie, and Rainbow Dash all looked through the doorway and had the same look of sadness and heartache. 

"Mmmm...." Fluttershy moaned as she came to, but she had lost so much blood, she didn't have much time left.

"Fluttershy!" Everyone exclaimed, before Celestia surged forward and gently scooped Fluttershy's head off of the blood soaked floor. 

Celestia held Fluttershy as she opened her eyes again.

"C-Cadence and... Flurry Heart..." Fluttershy asked, barely above a whisper, "Are... A-are they...

"Yes." Celestia cooed, brushing her blood covered pink mane away from her bright yellow face, "They're safe. But they wouldn't have been if you didn't help them."

"G-good..."

Then Fluttershy started to shiver, making Celestia hold her closer. Their friends gathered around them, all focused on the bright yellow pegasus wrapped in the alicorn's hooves.

"I-I'm... so c-cold." Fluttershy whispered, knowing what was about to happen to her, "I'm... not going... to make it."

"Oh, yes you are!" Rarity stomped, tears pouring out of her eyes, "You have too! We're all family and families stay together, no matter what!"

Seeing tears in her friends eyes, made Fluttershy's heart break even more. She didn't want to leave them behind, but she didn't have the strength to stay either. 

"Could... C-could I... get a... hug from... all of you?" Fluttershy asked, feeling her heart slow down, "I want to... feel you all... before... b-before I... leave."

They didn't say anything as they all gathered closer for a group hug. They held each other for a moment, before letting go and looking at Fluttershy.

"Th-thank... you..." Fluttershy whispered, slowly closing her eyes, "G-good-bye... my... f-f-family..."

Then Celestia felt Fluttershy go limp and saw her eyes close completely. 

"Fluttershy?" Celestia said, lightly shaking Fluttershy's head, "Fluttershy!"

There wasn't a response, only the sound of crying and weeping filled the room. The fight ended victoriously, but at a steep cost. Only a few ponies died in the Changeling attack, but only one of them was a harmless by-stander. There were more Changeling casualties, but they were in the same area as the dragon battle. 

"We need to tell Twilight." Celestia said, holding Fluttershy's body and wiping away the tears on her face, "She has to know."

With that, Celestia made her way out of the castle with Fluttershy still in her hooves, while the other ponies were wrapped in magic. She spread her wings and took flight to where Lazarus and the others were.





"I'm very sorry, Starlight." Lazarus said, his eyes fading to orange, "He shouldn't have given his life to save mine."

"I-I told him that when this was all over," Starlight wept, backing away from the ledge, "he could stay with me in Ponyville."

"I'm sure he would've loved that. But, now he's free and at peace. And he'll always be with you, as long as you remember him."

Twilight approached the two of them and looked at Starlight.

"Starlight?" She asked, making the unicorn turn and look at her. 

Without warning, Starlight threw her hooves around Twilight and started crying into her shoulder. Twilight was caught of guard by the sudden movement, but she held Starlight and comforted her. But her embrace wasn't for the loss of the Shadowpede, it was because Twilight was so thankful that the Changeling's words and crude taunts had been proven wrong. Starlight's presence was more than enough to calm Twilight's mind. But, this wasn't the time to express joy, or words of wisdom, only silence.

FFFFFFFFFFFWWWWWWWWWWOOOOOOOOOOOOOOMMMMMMMMMMM!!!!

Suddenly, a large ball of fire sailed over them and away from the city. But what was very odd about it, was that it appeared to be pushing something. Or rather, someone. 

"It's the queen!" A Changeling called, standing in the doorway of a building and watching the fireball push Chrysalis, "She has been defeated, we must retreat! Now!"

"Agreed!" Another called, "Gather the troops and take flight! Those of us with Iron Jaws will have to find another way out of the city and off the mountain!"

Quickly, the two Changelings left to alert the others. Shortly after, any Changelings that were in the city, started flying away in a small swarm. And only six Iron Jaws managed to escape the battle with only a few injuries. And all throughout Canterlot, soldiers and any remaining citizens cheered wildly. 

"Twilight!" A voice called, making the purple alicorn turn her head away from Starlight and let go.

She watched as Shining Armor and Cadence ran down the broken street towards them. But as they got closer, Twilight saw that her brother's armor had several dents and punctures. But, still appeared to be alright. 

"What's she doing here?" Shining Armor asked, seeing Starlight, "The last time we saw her was when we trusted her to take care of Flurry Heart. And that was a mistake."

"That wasn't Starlight." Twilight replied, approaching them, "That was a Changeling pretending to be her."

Upon hearing those word, Shining Armor looked back at Starlight and noticed a red line on her side. Most likely caused by a Changeling's weapon grazing her. But, it was enough to convince Shining Armor that it was the real Starlight. 

"I'm sorry." Shining Armor apologized, rubbing the back of his neck, "I didn't mean to sound like a jerk."

"No worries." Starlight replied, brushing away any remaining tears, "If I were you, I'd be the same."

Cadence and Luna saw each other and shared an uneasy stare.

"I apologize." Luna said, planting her scythe in the ground, "I shouldn't have said anything, when you were trying to find hope."

"It's okay." Cadence said, cradling Flurry Heart and approaching Luna so she could hug her, "I shouldn't have walked out, like I did. But, at least I had Fluttershy to talk to."

"Yes, speaking of which, where is she?"

"The last time I saw her was when... when... Oh, no!"

Everyone turned their attention to Cadence as she remembered watching Fluttershy close the door to their hiding place, before hearing her call out to get Chrysalis' attention.

"What's wrong?" Shining Armor asked, concerned about what she was remembering.

"Chrysalis was in the castle and Fluttershy distracted her, while me and Flurry Heart were hiding!" Cadence said frantically, "She told me to get help when it was safe to come out!"

"You left Fluttershy alone, with Chrysalis?!" Starlight asked, knowing full well what that led to.

"I didn't want to! She insisted that we hide!"

"Well, let's hope Chrysalis wasn't able to do anything to her, before being pushed away by that fireball. Come on."

"It's already too late." Lazarus said sadly, pointing a claw towards the castle, "Look."

They all looked at what he was pointing at and saw Princess Celestia gliding through the air. Applejack, Pinkie Pie, and Rarity were following behind, wrapped in Celestia's magic. Rainbow Dash flanking her, keeping a slow and steady pace with the princess. But as they got closer, everyone could see a yellow and pink lifeless form being carried in Celestia's hooves. 

"Oh, please, no!" Starlight pleaded, watching the group get closer, "Not her! She didn't deserve anything close to that!"

Unfortunately, all of Starlight's hope and begging was of no use as Celestia landed and levitated Fluttershy's body out of her hooves. The four mares behind the princess all shared the same look of sadness and heartbreak.

"NOOOO!!!" Twilight cried out, darting over to Fluttershy's body as it hung in the air, "Please! Wake up! Wake up! Fluttershy, you have to wake up!"

"She's gone, Twilight." Luna said, wrapping her hooves around the grieving alicorn.

"Wake up!"

"Twilight, snap out of it!"

Twilight was so heartbroken and acting so frantic, Luna had to use a certain amount of strength to pull her away. It was a very sad sight to see. Spike had shrunk back down to his normal self and quickly ran over to Twilight to try and comfort her.

"Put her down." Starlight said, remembering something, "I've got an idea."

Quickly, Starlight retrieved her staff as Celestia gently placed Fluttershy on the ground. 

"Gems," Starlight ordered, holding the staff above Fluttershy, "bring her back."

"We can not." The gems whispered, "Our power has been used too much. Even to talk to you, it is difficult."  

"What do you mean?! You are among the most powerful artifacts in existence!"

"Yes, but even we have our limits. Even if we had all of our strength, the power to return life to the dead is beyond us."

"What?! What are you talking about?"

"We can't bring her back."

Starlight's eyes widened as the words rolled through her mind. And she was the only one who knew what the gems were saying.

"Lazarus," Starlight said, turning toward the old dragon, "you said these gems could do anything."

"No." He replied, lowering himself down to them, "I said they could do almost anything."

Starlight dropped the staff as the blood drained from her face. 

"So, there's nothing we can do?" Rarity asked, trying to find hope.

"I'm afraid not." Luna replied, still holding Twilight.

"Actually," Lazarus said, "there is one thing. But, only one of us can do it."

Everyone turned their attention to the Healing Dragon. But, there was something different about him. 

"Lazarus..." Luna said, looking at one of his glowing eyes, "...your eyes."

Curious to know what she meant, Lazarus looked at his reflection in a large puddle. And he saw a deep orange pair of eyes with slit pupils staring back at him. 

"My curse is over." Lazarus said, looking back at them, "But that doesn't change what has to be done."

"What are you talking about?" Rainbow Dash asked, still wiping away tears.

"You all know that I'm able to revive the dead. However, the cost will be very steep."

Now, he had everyone's full attention. But, something in his tone told them that something was wrong.

"How steep?" Celestia asked, sounding very concerned.

"Let me put it this way." Lazarus explained, already drawing a large circle around himself, "I'll be able to send her back. But, I won't be coming with her."

All at once, shock, sorrow, and worry appeared on their faces. And Lazarus knew why. 

"I know what you're all thinking." Lazarus continued, connecting the curved line and looking at them, "But my time here has come and gone multiple times. I can already feel my age catching up to me. And I can't let anymore innocent lives be taken away, before their time."

"But you can't!" Luna exclaimed, letting go of Twilight and approaching Lazarus with tears in her eyes, "There has to be another way."

"Luna..."

"Lazarus, please don't do this. We were already apart for longer than either of us could take. And I'm not ready to lose my oldest friend and father."

The dragon responded by bringing his snout closer to her and allowing her hug him tightly, while he gently brushed her mane with his tail. As they embraced each other, the clouds started to part and reveal a bright orange sky. Then Lazarus reached out his claws and carefully lifted Fluttershy's body, retracting his arm again with her in his grasp.

"The time has come." Lazarus said, gently pushing Luna out of the circle with his free claws and looking up at a large opening in the clouds, "But could you do one more thing for me?"

"Anything." Luna wept, holding onto his claws as he pushed her past the line.

"Show me the moon and your brightest stars. Please." 

Without saying a word, Luna's horn lit up, as well as Celestia's, causing the sky to change colours. Within minutes, the sun's bright light faded as the moon's mysterious glow and shimmering stars covered the heavens. Then, as if on cue, Rainbow Dash launched into the air and started slicing the clouds apart, revealing more of the sky with every pass. But she wasn't alone as several pegasi joined her. Soon, every star in the sky could be seen and the moon's light shone brightly across Canterlot and any surrounding areas.

"H-How's that?" Luna asked, still holding his claws tightly as her horn dimmed.

"They're very beautiful." Lazarus answered, glancing up at the heavens as his eyes blurred from tears, "And, I couldn't imagine a better time to say, good-bye."

"Please... D-Don't go."

The claw she was holding, moved and pointed at her chest, causing her to look.

"When you need me," Lazarus said, propping her head on his claws and raising it to look in her eyes, "you can always find me right there. And I'll watch you once in a while, just to see the wonderful mare you've become."

"I wish I was more like you." Luna sniffed.

"Any more like me and you'd be a dragoness."

Then Lazarus looked at all the ponies around them. But there was more than just their friends that were around them. Now, almost every guard and civilian had gathered around them.

FWOOSH!!!

Carefully, Lazarus blew flames into the circular line. Almost instantly, the flames started to spread around Lazarus. Which made Lazarus pull his claw from Luna, who let it slide harmlessly out of her grasp. 

"I love you so much, Luna." Lazarus said as he brought his clawed hand into the circle, "I'm so proud of you. All of you. Thank you, my family."

"I-I love you too." Luna sobbed, as the flames connected and a magical barrier started to rise from them, "Good-bye, Father."

With that, the barrier cut off their vision from each other, leaving Lazarus alone with Fluttershy's lifeless body in his claws. 

"Now," Lazarus rumbled quietly, tears rolling down his face, "I think it's time to bring you back to your family."    

Then, everything turned white.                                 
> Chapter 28: The Spirit Bridge
> --------------------------------------------------------------------------

Fluttershy slowly opened her eyes and was met by a starry plain. There was no sound, no destruction, no weather, and no one. All around her was nothing but stars and darkness. But, when she looked at her hooves and wings, Fluttershy could see that they were completely visible. 

"H-Hello?" Fluttershy whispered, only to hear it echo slightly, "Is anyone here?"

There wasn't any response. Fluttershy was truly alone. All at once, she remembered everything that happened, before she appeared in this mysterious and empty place. And the more she thought about the events that lead to this point, the more familiar her surroundings became. At that moment, Fluttershy collapsed to the ground as she remembered where she had seen this place before. 

"I'm..." Fluttershy whimpered, feeling very afraid, "I-I'm... dead."

"I can fix that." A low masculine voice rumbled.

As quickly as she could, Fluttershy turned her head and felt a happiness that rivaled Pinkie Pie's. She watched as Lazarus began to take shape a short distance away from her. As he appeared, Fluttershy began to notice some different features on the old Healing Dragon. For instance, all of his battle scars were gone, replaced by undamaged scaly and shiny skin. His eyes had slight pupils and appeared to be a very deep orange. He looked very handsome for a dragon. 

"Lazarus!" Fluttershy exclaimed, standing up and running to him.

The dragon lowered his head and Fluttershy wrapped her hooves around his snout. 

"Hello, my friend." Lazarus whispered, looking down at the sobbing pony as she held him tightly.

"I-I'm frightened, Lazarus." Fluttershy sniffed, "Th-There's no one here and it's dark."

"Sssshhhh. It's alright. I'm here now."

Fluttershy let him go and brushed away any tears that escaped her eyes.

"What is this place, exactly?" Fluttershy asked, feeling less afraid.

"This is the Spirit Bridge." Lazarus replied, looking all around the starry plain, "Souls go here after their host dies." 

"Do they stay here forever?"

"No. They only stay until they are permitted to cross over."

Fluttershy looked around at the emptiness that surrounded them.

"Why aren't there any others?" She asked, looking up at the dragon.

"Because they've already gone to the other side." Lazarus said, turning his gaze down to her, "But, that's not going to happen to you."

"Why?"

"I can revive the dead, remember?"  

Fluttershy blushed as she remembered what he had shown her. Then Lazarus raised an open palm and a bright white light appeared a short distance away from them.

"That is a portal that leads back home." Lazarus explained, lowering his clawed hand.

"Well, what are we waiting for?" Fluttershy said with relief, trotting towards the portal, "Let's go."

She was halfway to the portal, when she looked behind her and saw Lazarus staying where he was. It confused Fluttershy, because she believed that after everything that has happened, Lazarus would be following close behind her. But, instead, he just stared.

"What's wrong?" She asked, "Aren't you coming?"

"No." He replied as a tear rolled down his face, "I'm sorry, Fluttershy, but I don't have the power to bring both of us back."

Fluttershy suddenly felt a sense of shock and sorrow as the words entered her ears.

"B-But, you brought back Princess Celestia and yourself." Fluttershy stammered, trying to make sense of the situation.

"Yes." Lazarus said in a sad tone, "But, I had all my power then. However, my fight with Stag managed to drain most of it. So, to return a life, I have to give up mine."

Fluttershy fell back on her haunches and stared at Lazarus as her tears returned. 

"I know it's hard to say good-bye." Lazarus began, approaching the little pony, "It's even harder to say it to a friend. I won't lie to you, I've grown quite fond of all of you. Especially, you and Luna in particular."

"W-Why me?" Fluttershy sniffled, brushing away more tears, "I'm not that special."

"Oh, hush. You're more special than you give yourself credit for. Look at what you've done in your life. From what I've heard, you met Rainbow Dash when you were very young. In fact, she was your first friend and you needed her, because you were always put down by others. After that, you made more friends in the form of several different creatures. And that's when you learned that you could talk to animals. Then, things got more interesting after you became one of the guardians of the Elements. You helped save Luna from her shadow, stood up to a dragon, conquered several of your fears, helped the ones you care about, even showed Discord what real power is. Everyone you've ever befriended changed you and you changed them. In my opinion, you're much more than special, Fluttershy. You're perfect."

"But, I thought you said, there's no such thing as perfect."

"Even I'm wrong, sometimes."

The dragon smiled down at her and reached out his claws, catching one of the tears as it fell. Then he brought it up to one of his eyes and looked at it for a moment. Then he tilted his claws, allowing the tear to fall. 

Plip.

He watched it fall and hit the ground, before looking back at Fluttershy and the portal behind her.

"Do you remember the first words I said to you when we met?" Lazarus asked, lowering himself down to Fluttershy and gently nuzzling her.

"No." Fluttershy whimpered, hugging his snout again.

"I said, 'go home, little pony.' But, this time, I'm not being intimidating. I'm being your friend. And, as long as you remember me and keep me in your heart, I'll always be with you."

"It's not fair! What will the Everfree Forest do without you?"

"It will survive. The forest is a place that can adapt and learn to live without me. In truth, it probably never needed me in the first place. I was only there to keep myself occupied."

Fluttershy held him tighter and sobbed, but she knew that he couldn't stay.

"It's time to go now, Fluttershy." The dragon whispered as more tears flowed from his eyes and he gently pulled her off of him with his tail.

"I-I'll never forget you, I promise." Fluttershy replied as she was placed on the ground and turned toward the portal.

But before she walked through, Fluttershy looked back at the Healing Dragon and saw a proud smile. She brushed away her last tears and smiled back. Then she entered the light, before it closed behind her, leaving Lazarus alone on the Spirit Bridge. However, after waiting a short time, another portal opened and he saw four very familiar figures on the other side.

"Hold on, my loves." Lazarus smiled as happiness and peace took hold of him as he went to the portal, "I'm coming home."

With that, he slowly walked through the portal to rejoin the loving family he had so long ago.





The fire barrier whirled and pulsed, making all the ponies feel uneasy as they watched. Flames and magic circled around the large dome the barrier had created. Small energy waves sailed from the dome with every pulse. As the waves flew above the ponies, they could feel the power, as if they were burning away all the evil in the world. But, shortly after, the pulses became less erratic and more paced.

Fwoom, fwoom! Fwoom, fwoom! 

"What's that sound?" Rarity asked, watching the dome.

Fwoom, fwoom!

"It sounds like a... heartbeat." Twilight replied as two more waves sailed over them.

Soon, they saw the dome begin to fade and the pulses slow, until they had stopped all together. Then the dome disappeared completely, leaving the flaming ring burning on the ground. However, the flames died down and revealed two motionless bodies in the circle. That's when Twilight, Starlight, and Luna stepped over the smoldering line, approaching the still dragon as his claws held a yellow pegasus.

Their hearts pounded in their ears as they got closer. Even though they knew what the pulses meant, the stillness of Fluttershy and Lazarus told them a different story. However, when Twilight and Starlight reached the dragon's claws and looked at their friend, they saw that her injury had fully healed without a scar. 

"Fluttershy?" Twilight said, lightly poking Fluttershy's shoulder, "Fluttershy, can you hear me?"

After only a moment of waiting, they saw her eyes crack open, barely enough to actually notice. But, it was more than enough to allow Twilight and Starlight to breathe a huge sigh of relief and throw their hooves around her.

"She's alive!" Starlight called out as tears streamed from her eyes, "Fluttershy's alive!" 

Everyone shouted and cheered wildly as they heard the amazing news. To them, a miracle had been preformed, but it had come at the cost of another.

Twilight and Starlight helped Fluttershy to her hooves as she stood between them on the open palm. Several ponies approached them and gave her a very warm embrace for returning to them. Her friends were especially happy and grateful that Lazarus had brought her back. But, she turned away from the crowd and looked towards his head, where she saw Luna leaning against him, just under his eye. At that moment, Fluttershy stepped off of the claws and approached the dark blue alicorn.

"Luna," Fluttershy said, placing a hoof on the princess's shoulder, "you don't have to be sad for him. He's with his family now. But, he'll always be in our hearts."

"I know." Luna sniffed as her lips formed a gentle smile, "I'll never forget. And, I'll always be proud of him."

With that, Fluttershy wrapped her hooves and wings around Luna, giving her comfort. Luna did the same as all of their friends and gathered around them, sharing their embrace. 

Then, something very unexpected happened. Lazarus' body began to slowly fade, making all of the ponies watch as he became transparent. Shortly after, the lifeless dragon had disappeared completely, leaving a large impression in the ground. This made Luna's horn glow gently as she looked up at the shimmering sky above. But, in the particular spot she was looking at, a new star shined brighter than the rest. 

"There." Luna sniffed as her horn dimmed, "Now, it's a perfect night." 

Everyone knew who the star was for and watched as some more shot across the sky. In Starlight's mind, one of the shooting stars was for Shadow Chaser. Then she remembered that she was still wearing his locket. Turning and looking around at the crowd that had gathered, Starlight looked for the faces that were on the picture that she had seen. That's when she saw the one face that she was looking for.

"I'll be right back." Starlight said, walking away from her friends and through the crowd.

When she reached the pony she had seen, Starlight was very thankful that it was the bat-pony mare she had seen in the locket. On both sides of her, were her two children, a colt and a filly. The more Starlight looked at them, the more regretful she felt. She didn't want to break their hearts and cause more pain. However, she knew that they deserved the truth.

"Excuse me." Starlight said, approaching the mare as the children hid behind their mother.

"Yes?" She asked, looking at Starlight with some concern, "Can I help you?"

"Is your husband's name Shadow Chaser?"

"Yes. Why?"

At that moment, Starlight took off the locket and floated it over to Mrs. Chaser.

"He... He wanted me to bring this to you." Starlight said, as she watched the bat-pony take it in one of her hooves.

Mrs. Chaser looked at the locket and started to cry. It hurt Starlight to watch a grieving widow. But, she knew that her pain was small compared to the bat-pony.

"How... H-How did he..." Mrs. Chaser asked, opening the locket and reading the inscription.

"He died a hero." Starlight replied, gently wrapping her hooves around Mrs. Chaser as tears flowed from both of them, "And that's how you should always remember him."

"I-I just wish I could've told him..."

"Told him what?"

"That we're expecting another foal."

Suddenly, Starlight's mind remembered what the Changeling had told her and felt a wave of shock shoot through her. However, on the outside, she remained calm as she held the bat-pony and looked at the two foals. And, she was deeply hoping that the unborn foal was Shadow's.

"I'm so sorry, Mrs. Chaser." Starlight sniffed, letting her go.

"Please, call me, Dream." She replied, brushing away her tears, "Only ponies that aren't friends get to call me, Mrs. Chaser. What's yours?"

"Starlight Glimmer. But, my friends call me Starlight."

With that, the Chaser family and Starlight spent the evening talking about the heroic, proud, and brave stallion they knew. And, all the while, everypony in Canterlot looked at the heavens and watched as Lazarus' star became the pride of the night.
> Epilogue: Ten Years Later
> --------------------------------------------------------------------------

In the years that followed after the battle for Canterlot and the death of Lazarus, Equestria experience many changes. Ponies went about their daily lives as usual. But, once in a while, they would be accompanied by a dragon that was often many times bigger than a pony. Or, by a colourful Changeling. Both were thanks to Dragon Lord Ember and King Thorax. 

Ponyville and the Everfree Forest, in particular, had the most changes. The Diamond Dog mine had been opened again, but it was now owned by the ponies. However, Korg's chamber had been deemed a memorial and historical site. So, it was off limits to miners. But, ponies were welcome to explore the home of the Shadowpede that helped in the evacuation of Canterlot. As long as they didn't touch anything.

In town square, a flag waved in the wind. However, instead of a traditional Equestrian flag that displayed the princesses circling a half-sun and half moon. The flag showed a large red dragon and a spiked centipede circling a group of ponies, while on the outside of the circle, destruction and danger surrounded them. To many, it was a reminder that not all monsters are bad. But, to some, it was a reminder of those who weren't in the safety of the circle. And they became known as; The lost and remembered souls.

Throughout the Everfree, animals survived and thrived as if nothing had changed. Once in a while, ponies would venture into the forest, but they never dared to disturb the wildlife or plants that resided in it. However, that didn't stop anyone from trying to find the Cradle of the Everfree or look for Lazarus' cave to watch the memory gems. Everyone knew they existed, but only a few knew where they were. Only a few times, a pony was unfortunate enough to find the Boneyard. However, anyone who did, managed to escape with little to no injuries. The forest was still an unpredictable place, but ponies became less frightened of it in recent years.

As for the ones who knew Lazarus best, their lives changed over the years as well. 

Fluttershy became a mother to a pegasus filly that was very similar to her mother in appearance. However, the filly was far braver and more social than Fluttershy was when she was a young filly. It made her so proud to watch her daughter play with Pyro, the now fully grown phoenix. Sometimes, she would watch as the two of them race around the cottage. But, every time she looked at Pyro, she'd remember when she found him as an abandoned egg. But, it hurt even more when she remembered that she was with Lazarus when they found the egg. And, even though she knew that Lazarus was always in her heart, she still felt a small emptiness in the deepest part of her soul. However, she always managed to push that feeling away whenever she saw her daughter smiling with pride.

Starlight was a godmother to Dream Chaser's third foal, who was a bat-pony colt. Starlight was very happy to find out that the foal wasn't a hybrid between a Changeling and a pony. But, in recent years, she watched as the two older foals turned into adults. Dark Chaser, the oldest, began his training as a Lunar Guard, just like his father before him. Star Chaser, the middle, spent most of her time as the royal librarian's assistant. And, since Starlight was friends with Twilight, it was easy to make Star's wish come true. As for the youngest, he earned the name; Shadow "Shade" Chaser Jr.. He never met his father, but Starlight knew that somewhere, Shadow Chaser Sr. was watching over them all. And every time she thought about him, Crawl, or Lazarus, she would shed a tear for each of them.   

But, the one who hurt the most, since the battle, was Luna. After Lazarus died, Luna never changed her behavior. However, she wasn't as cheery as she used to be. Even on Nightmare Night, she didn't smile as often as she did. But, since Lazarus had taught her so much in the past, Luna was able to still feel some happiness and joy. It just hurt her to know that it took over six thousand years for him to earn his reward, even though he earned it multiple times. And, there were some moments when Luna would leave without telling anyone and without an escort. But, it wasn't very difficult to figure out where she went.

At the edge of Canterlot, there was a large pool of water that was shaped like a dragon. A quiet and peaceful place that allowed ponies to think clearly. Or, just enjoy each other's company. However, everyone knew what it actually was. And, on one side of the pool, a statue of a wingless dragon with a crested head and thick whip-like tail stood proudly on a stone base. A plaque had been placed on the base with a inscription that read;


In loving memory of 
Lazarus 
The last Healing Dragon
Father to Royalty
Hero and friend to Equestria
King of true courage