Prologue: Start of Darkness

Prologue:

Start of Darkness

Here in Equestria is a magical kingdom of ponies consisting of Pegasus, Earth ponies, and Unicorns filled with smiles and bright thoughts on every pony in town. A kingdom ruled by two alicorn sisters Princess Celestia and Princess Luna for over a thousand years. Princess Celestia is the tall white alicorn with a golden crown and necklace with a sparkling multicolored mane who raises the sun every morning. Her sister Princess Luna is the shorter dark blue alicorn with a blue sparkling mane with a black crown and necklace who raises the moon every night. Here in Equestria light and dark balance out yin and yang where brightness usually shines over darkness.

However, today wasn’t one of those days were brightness usually shines. As the clouds were a very dark gray pouring heavy rain all over Equestria. Many ponies gathered at Canterlot wearing dark clothes looking very sad as they head their way to the castle for a memorial service. Inside the castle, many ponies have gathered to mourn the loss of a very beloved pony, Twilight Sparkle whose portrait was placed in front of the room.

Twilight was killed in a train explosion shortly after Queen Chrysalis’s attempted invasion of Canterlot where the wedding took place as well. Twilight was the only pony who realized something was wrong when she saw Cadance (who was really a disguised Chrysalis at the time). She tried to warn every pony of her suspicions only to be dismissed and rebuffed by the Mane 5 passing it off as wedding stress. She even went as far as trying to expose her at the wedding rehearsal only to be berated and disowned by her brother Shining Armor, with her friends following suit as if she deserved it.

Just minutes later, she was teleported underground by the changeling queen where she reunites with the real Cadance. By working together, they were able to stop Queen Chrysalis and her changelings from taking over Canterlot while saving all of Equestria. But by then, the damage has been done as Twilight angrily shouted at her brother, friends, and mentor for how they treated her at the rehearsal; telling them that they were in the wrong clearly. Even reminding her friends of the lesson they dubbed as Lesson Zero: To always take a friend's worries seriously.

She would then take the next train to Ponyville in order to get away from the very ponies who broke her heart. Unfortunately she was caught in a magical explosion halfway into the trip. When word about the explosion got out the Mane 5 rushed out to the scene with hopes Twilight is OK only to find her lifeless body burn up in the wreckage.

It was a sight that left them devastated and horrified, bursting into tears of grief and remorse seeing at what has happened. As they couldn’t resist the urge not to cry the second they find out what happened left completely devastated of what was supposed to be a memorable occasion turned to tragedy. As a result this tragedy, the wedding has been postponed until further notice where only time will tell if Cadance is ready to marry Shining Armor for what he did at the rehearsal.

In the royal throne room where the funeral is taking place Twilight’s friends sat in the front aisle of seats of the room on the right side of the room. Her brother Shining Armor, her former foal sitter Cadance, her parents Night Light and Twilight Velvet, sat on the left side room. Both Princess Celestia and Princess Luna stood on top of the stairs in front of the coffin where Twilight’s lifeless body laid inside with a complete stoic and saddened look on their faces. No one was happy as every pony was very saddened by her loss as they felt what happened was all their fault.

Applejack didn’t wear her trademark farm hat and even she couldn’t resist letting loose a few tears as she urged every pony to comfort the fake Cadence instead of Twilight which paved way for Twilight being sent underground by Chrysalis herself. Pinkie Pie only sat depressed with her usual poofy mane and tail turned flat and straight tearing up as well. Fluttershy was silently weeping nonstop while comforting an equally saddened Spike who couldn’t stop crying over Twilight’s death as well. Rarity wearing her black funeral hat couldn’t hide her tears very well beneath her veil. Even Rainbow Dash couldn’t hold back her tears feeling guilty as every pony for the events that led to Twilight’s death.

Princess Celestia managed to keep her composure throughout the funeral but it is very evident from her tone how sad she is deep down over the loss of her most faithful student. Deep down she too is guilty for coldly abandoning Twilight when she needed comfort by instead telling her she has a lot to think about while shutting the doors on her.

Her sister Princess Luna and niece Princess Cadance were clearly disappointed with Celestia, Shining Armor, and the Mane 5’s actions that lead to Twilight’s death as they both gave them a good through talking to.

While Shining Armor took the loss the hardest as instead of hearing her little sister out, he instead berated her for her accusations, disowned her, and banned her from the wedding all together. Even when he and the others tried to apologize to her, she was still too heartbroken to accept it when she storms out on them feeling completely consumed with anger and bitterness by their abandonment of her.

Once every pony was settled into their seats, Princess Celestia stepped forward to deliver her eulogy to her deceased faithful student.

“We are gathered here today here to mourn the loss of beloved friend we all deeply cared for, Twilight Sparkle. “ She started as she directed every pony’s attention to her portrait.

“Growing up, Twilight was a talented and gifted unicorn dedicated to learning all about magic, before I sent her to Ponyville to learn all about friendship. Although reluctant at first and while they have had their ups and downs, she has come to see friendship as a wonderful discovery.” She continued before she closed her eyes solemnly.

“Unfortunately that didn’t last as tragedy drastically changed everything, when the day of the wedding of her brother Shining Armor and her former foal sitter Princess Cadance came. Twilight was the only pony who suspected that something was wrong when the Cadance we saw was not acting like the pony we all know. But instead of listening to her and comforting her when she needed it the most, we walked out on her in a time of need and shortly afterwards we find that she had every right to be suspicious as the Cadance we all saw was really Queen Chrysalis, leader of the evil changelings in disguise who teleported her underground after we left her.” She gulped after briefly struggling the urge to cry as she sounds shaken up after saying that last part but quickly regained her composure.

“Although she brought us back the real Cadance and helped save the day, the damage had already been done, as Twilight bitterly renounces us in retaliation and left home for Ponyville altogether. That would end up being the last time we ever saw her before the terrible accident happened on her train ride home. To me this is now my greatest failure and loss as I failed once again as a teacher for losing another student who I saw great potential in. And for that, I can only say to you now Twilight Sparkle is that I’m sorry for abandoning you and hope that you rest in peace.” She concluded as she secretly shed a single tear before backing up from the coffin.

With her eulogy concluded every pony lined up passing by Shining Armor, Cadance, Night Light, and Twilight Velvet to give their condolences for their loss before heading out. After every pony left all that stood in the room were the Princesses, the Mane 5, Spike, Shining Armor, Night Light, and Twilight Velvet who stayed to pay their final goodbyes to Twilight.

Applejack was the first to deliver hers as she stepped forward to her coffin. “Sorry Twi, we really should have listened to you. If only we hadn't walked out on you, none of those would have happened. We are going to really miss you sugar cube and rest in peace.”

Rarity was the next to deliver hers as she took her turn to step forward. “I am so sorry Twilight, darling.” She said while trying and failing not to cry. “Why didn’t I listen to you, instead of completely focusing on making the most fabulous and beautiful dress for the Princess? Why did I walk out on when you needed comfort the most? I’m so sorry Twilight.” She concluded as she burst into tears as turned away.

Pinkie stepped forward next to deliver her final farewells. “Goodbye Twilight. We are really going to miss you. I hope your party spirit lives on because my super-duper fantastic parties wouldn’t be the same without you. I’m sorry”. She said as she bailed uncontrollably with Rarity as she comforts her while crying as well.

Fluttershy after gaining the courage steps forward to say her farewells to Twilight. “Oh Twilight, I’m so sorry. If only I showed more kindness than I did instead of abandoning you you’d still be around.” She spoke through stammering tears. “I’m so very sorry. Please forgive me Twilight.” She said as turning away as tears burst through her eyes as well.

Next Rainbow Dash flew up over Twilight’s coffin for his turn to say her final goodbyes. “Well, I guess this is goodbye Twilight. All because my desire to impress the Wonderbolts yet I wasn’t loyal to stay by your side when you needed me the most. Some friend I am.” Rainbow Dash said as hung her head in shame and sorrow in guilt.

Spike was next to step forward to say her goodbyes although he had a very hard time approaching Twilight’s coffin to look at her lifeless body. “Goodbye, Twilight.” Spike started with tears trembling in his eyes. “Why did I leave you alone like that? I should have stayed by your side but instead I abandoned you like you deserved yet. All because I thought I was going to get kicked out the wedding too. Some friend I am, I don’t deserve to call myself your #1 assistant after what I did. I’m sorry. I’m so very sorry Twilight.” Spike said as he cried and buried his face into Fluttershy’s hooves who is still crying in grief.

While the girls and Spike are grieving Shining Armor and Cadance are with Night Light and Twilight Velvet who unhappily voice their thoughts for what happened at the wedding rehearsal that led to Twilight’s death.

"I just don’t understand. Why? Why would you do that?" Night Light said sounding exasperated with deep disappointment to his first-born child.

"How could you?" Twilight Velvet asked in tears. "How could you say something so awful to your own sister?"

"Well, she was accusing her of being evil without any proof." Shining Armor could only reply, even though he knew he had no excuse for what he said and did. "We didn't know she was a fake. We didn’t stop to think Twilight may have been on to something."

"Well, regardless" Night Light sternly said. "It doesn’t change what’s all said and done. Whether of how she mean she was or not, whether she was fake or not, what you said and did was the worst thing you have ever done. And worst of all, your actions have caused all of us to lose a beloved family member who we will never see again. "

"I'm sorry, dad," Shining Armor said with his eyes closed with regret. "Twilight had every right to be suspicious. I should have listened to her instead of yelling at her and kicking her out of the wedding like that. I put Cadance ahead of her when I shouldn't have. I was wrong to treat her like that. We were all wrong to do that to her."

Twilight Velvet was tearing up, so she couldn’t even look at Shining Armor after what happened causing Shining Armor lowered his head in shame. Cadance who was watching the scene also had no words to say to Shining Armor on the spot and can only turn away as she walked toward’ s Twilight’s coffin.

“Goodbye Twilight” she calmly said as she caressed Twilight’s lifeless body, “I’m so sorry this had to happen. You have and will always be the best pony a foal sitter could ask for and I hope you rest in peace Twilight.”

Next Shining Armor approaches to say his final farewell to Twilight. “Oh Twily, why didn’t I listen to you.” said Shining Armor with tears in his eyes. “You were just trying to protect me and instead I get mad you and kicked you out of my own wedding. If only I had caught to Chrysalis’s disguise none of those would have happened and you would still be around. I’m going to miss you L.S.B.F.F. and rest in peace.” He concluded as turning tearing up over his sister’s death.

With all of the goodbye speeches all said and done Princess Luna lights up her horn to close the coffin and to take the coffin to the cemetery to be buried at her final resting place.

As Princess Luna flies away, Princess Celestia looked on with deep sorrow silently shedding another single tear of remorse seeing that not only did she lose a student who cuts ties with her, but saw the end of her life and the worst part about, it was all her fault as instead of comforting her when she needed it she instead coldly tells her she had a lot to think about driving the poor unicorn to tears.

The scene that changes to the cemetery where Princess Luna flies towards a deep hole intended for the coffin’s burial. Arriving at the burial, Luna carefully uses her magic to levitate the coffin into the hole to the very bottom before using the dirt dug to up for the hole to be filled back to place. Once her job was done, she looks down at Twilight’s gravestone where she breathes a heavy sigh as she had no pleasure of doing this job. Saying goodbye to the very pony who helped free her from her corruption as Nightmare Moon that caused her to be banished to the moon for a thousand years.

“Goodbye Twilight. I can’t thank you enough for all you have done for me. If it weren’t for you I’d still be stuck on the moon being Nightmare Moon. Sweet dreams and I hope your spirit rests in peace.” She calmly said before turning away to fly herself out of the cemetery. Unbeknownst, to her a mysterious pony wearing a dark purple hood and mask similar to Mare-Do-Well was silently watching her leave evidently having watched the whole scene from afar.

The mysterious figure was a cloaked pony. But it wasn't any cloaked pony. It was a pony dressed in a dark purple suit, with a matching cape, and dark indigo sports tape around his hooves. It wore another suit, which is a purple colored one, with a matching hat, over the light blue eyes, with pale cornflower blue pupils. It also unbeknownst to every pony at the funeral has secretly spied and witnessed the whole funeral having using teleportation magic to get in and out of the castle unnoticed. The mysterious figures eyes narrowed down contemplating on what the first move is in wake of Twilight’s death as it teleports away from the scene.

Author's Notes:

Hello everyone, I'll start by saying this is the start of my first fan fiction work and the start of an idea I have been thinking about making all of last year.
As you can see, I too have gotten into the idea that Twilight isn't so forgiving for what her brother, friends, and mentor said and did to her at the wedding rehearsal especially when it turned out she had every right to be suspicious of the faux princess.
In my opinion, forgiving someone for hurting you like that is a very tough thing to do and the others were very lucky Twilight's so willing to turn the other cheek like that in canon which I find a little unrealistic.

So I had the idea to kick the plot of by having this turn out to be their biggest regret as Twilight ends up suffering an untimely demise from a terrible accident just after disowning them as payback.

The mysterious pony at the end will serve as the main antagonist of this story and the main focus of this story as what this pony is up to is a mystery but clearly is out to gain control of Equestria.

Since this is my first story, I'm am very willing to hear out any ideas and suggestions for making this story better since when I wrote this I was starting to get an idea of how the fan fiction write-ups work here.

Chapter 1: Crystal Empire Part One

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Chapter 1:

The Crystal Empire Part One:

On a bright and sunny day in Canterlot, inside the castle Princess Celestia is filling out paperwork using the magic from her horn to levitate a quill pen to do the writing where one of the royal guards bursts into the throne room. “News from Northern Equestria.” The royal guard said as he remembered his manners by bowing down to her.

"Uh, your highness.”

“Yes?” the princess answered as she used her magic to a hand her assistant a female unicorn with brown hair, glasses, and a red tie her paperwork.

“I am simply to tell you that it has returned.” The guard said as he removed his helmet leaving the princess shocked upon hearing this as she turns to the royal guard standing on her right. “Find Princess Cadance and Shining Armor!”

“Yes your highness.” The guard replied as runs forward to do so along with the other two guards in the room immediately after receiving his task at hoof. As all three guards exit the throne room Princess Celestia wonders herself who can help protect them from this uprising threat with Twilight gone and unable to power the Elements of Harmony as she uses her magic to levitate her quill pen to write a letter.

“To Applejack, Pinkie Pie, Rarity, Rainbow Dash, Fluttershy and Spike, you all must come to Canterlot at once.” She said as she wrote.

In a forest not far from Canterlot as this same mysterious hooded pony who spied on every pony at the funeral trots forward through calmly on the trail. Unbeknownst to the pony, a group of bandits are hiding behind the trees plotting to ambush this pony. At this moment one of the unicorn bandits signals to the two Pegasus bandits to fly in on her which they proceed to do so. However, to their surprise this hooded pony having sensed this used magic to redirect the Pegasus’s to nearby trees where they end up crashing knocking them out cold.

This mysterious pony is a unicorn. Shocked, by this un-flinched display of magic he along the other unicorn bandit and couple of earth pony bandits from the parallel bushes on the opposite of the trail move in openly attack the pony which is quickly countered by the pony unicorn around and tackling the earth pony from behind kicks the other earth pony bandit and uses magic to swirl the unicorn bandits around before slamming them down on the ground hard.

They all tried to get up they are too bruised and injured to continue as they slump down in defeat as the unicorn casually trots forward to Canterlot with the castle within sight.

Meanwhile, at the Canterlot Castle, Princess Celestia and Princess Luna look at a new stained glass window depicting Princess Cadance and Shining Armor saving Equestria with the power of love.

“Are you sure you don’t want me to go as well?” Luna asked with concern.

“Yes” Celestia said with an assuring tone. “Princess Cadance and Shining Armor are already there. The others will be joining them.”

“The empire’s magic is powerful. It cannot fall again, my sister.” Luna responded still not assured by this.

“They will succeed at their task. And when they do, we’ll know that they will be able to protect Equestria.” She assured her confidence in the Mane Five, Spike, Shining Armor, and Princess Cadance.

“Ahem” said a voice at the doorway to the room the Princesses are standing in. Turning their attention to the direction of the voice they see a unicorn wearing the same dark purple cloak who had removed his hood to reveal the unicorn is actually a female unicorn with a deep voice with dark purple fur, with a black mane and tail being black with some pink streaks with blue eyes. Her cutie mark is a bunch of black stars similar to Twilight’s cutie mark.

“Sorry to interrupt, you both must be Princess Celestia and Princess Luna.” The unicorn politely said as she bowed down to them with respect.

“And who are you are young lady?” asked Princess Celestia in a quizzical tone since she didn’t know who she was.

“My name is Midnight; I am a wizard of magic who has traveled through the mountains seeking to learn about magic in Equestria." She introduced herself as she removed her hat to bring it down to her chest. "During my travels I heard and saw strange signs of dark magic and terrible evil lurking around it. So I figured I would tell about this and you would need some help dealing with this problem.”

Seeing that they are not the only ponies who know about what is going in the Crystal Empire after a moment of silence and closing her eyes in a pause.

“I’m afraid this concern is something that we have just learned about as well.” Said the Princess, then she inhaled a breath and continued.

“You see.” The Sun Princess started. “The Crystal Empire has returned.”

“Crystal Empire…?” Midnight questioned, with an intrigued look on her face.

“Yes, few remember it ever existed at all.” She further explained and answered as she used her magic to lift a glass case protecting a colorful and crystal clear looking stone that looked like a big and long diamond. She placed it in front of her, causing the guest to lift up one of her hooves and tilt her head in curiosity.

“Even my knowledge of the empire is limited”. Princess Celestia added as she suddenly shot a beam of magic towards it, causing the diamond to reveal a map and us to back away. The magic surrounding the diamond shot up and revealing a large castle in the middle of the map. “But what I do know is that it contains a powerful magic. One thousand years ago, King Sombra, a unicorn whose heart was black as night.” The white alicorn explained as the map depicted a peaceful and beautiful town ran by calm ponies, but suddenly transformed into what appeared to be a desert landscape with stones everywhere. “…took over the Crystal Empire.”

As she continued the projection of magic she casted in the center, the top of the castle was suddenly transformed into a face of a horrendous pony. He watched over as the other crystal ponies, now appearing to be sickly ill and dull as they were slaved and chained.

“Then he was ultimately overthrown, turning to shadow and banished to the ice of the arctic north.” She added as the image depicted both her and Princess Luna working together to defeat him and send him away to the frozen ice. “But not before he was able to put a curse upon the empire. A curse that caused it to vanish into thin air.” The image held before us suddenly disappeared back into crystal. “If the empire is filled with hope and love,” Princess Celestia said as she lifted the crystal and shot a beam at it creating a beautiful colored and transparent rainbow formed throughout the room, causing Midnight to show a intrigued expression on her face. “…those things reflected across all of Equestria.”

“If hatred and fear take hold…” Princess Celestia seriously said as she suddenly shifted her facial expression and formed a dark and disturbing one. She sent out another beam of magic, this one being dark and dull as her eyes and horn turned green and purple. The magic entered the crystal, infusing it with its color and causing for a shadow to head towards Midnight, revealing what appeared to be thorny stones where the stones grow and spread which Princess Celestia was quick to destroy with her magic.

“This is why we need help in finding a way to protect it. Especially since we have just lost a powerful and talented unicorn who would have been capable of accomplishing this task.” She sadly finished as she hung her head in regret.

“Really?" Midnight said in surprise hearing this before continuing. "I am sorry to hear that. I heard about the train explosion that took Twilight’s life. It is definitely a shame that had to happen to hear. I was so looking forward to meeting her when coming here. I really think we could have been great friends had we met.” Midnight said sympathetically and sadly, “And as for the Crystal Empire, I think maybe I can help you out there. Let me lead this mission and I can promise I will protect the Crystal Empire from King Sombra.” Midnight said with determination on her face as she offered her assistance.

“I don’t know.” Princess Celestia responded unsure of the idea of trusting her with this mission.

“I understand if you don’t trust me considering we had just met and my appearance gives you that vibe, believe me I get that a lot." She understandably responded before continuing with certain confidence. "But I really am certain I can pull this off as like Twilight I happen to be a magical prodigy with great intellect. Plus I wouldn’t be asking you of this if I didn’t have any confidence in myself. Plus I'd hate to be reopening wounds here but would you happen to know any pony else in Equestria that can step up to this task?" She finished with a pressing question.

Princess Celestia took a minute to think about this and could not answer Midnight’s question as she does not now another pony who could step up to the task and decided she is going have to put her faith in this unicorn. Something that Princess Luna didn’t quite agree feeling offended of being forced to standby even though she can do the job herself.

At this moment Spike the young dragon cleared his throat to get their attention who had brought Applejack, Rainbow Dash, Rarity, Fluttershy, and Pinkie Pie standing at the doorway having listened to their entire conversation looking in surprise when they saw the dark-furred unicorn.

“Princess Celestia” Spike called out as they entered the room after briefly shaking off his surprise of seeing Midnight. “We are here as requested, so what’s the emergency and who’s the unicorn?”

“The unicorn’s name is Midnight who has traveled through the mountains and is very powerful and talented with magic and has great intellect.” Princess Celestia said “Who has stepped to lead this upcoming mission that you six will be accompanying her on.”

Hearing this surprised them as they clearly did not expect her to be put in charge of a very crucial mission especially since they had all just met.

“Really, she is.” Spike asked in surprise.

“Yes, because I honestly don’t know any other pony than Twilight who can pull this off and since she has an idea on how to deal with this, I am willing to hear her out.” Princess Celestia answered leaving Midnight showing a brief smile to see that she is on board with her proposal.

Even know the other ponies don’t quite agree with this, they know that don’t have another choice since Twilight is gone and hearing her name causes them to look down in shame since it serves as a painful reminder of how they lost a friend because of their own actions. Luna on the other hoof could only register a disapproving glare at Celestia’s direction for her decision and that she is forcing her to stand by the sidelines by doing so.

“Just remember this” Princess Celestia said turning to Midnight. “With great power comes great responsibility. If you honestly think you can do this then I have faith in you.”

“How do I begin?” Midnight seriously asked.

“By joining Princess Cadance and Shining Armor in the Crystal Empire.” She answered as she walked past them leading them to the exit at the end of the hall.

“I wouldn’t disappoint you Princess.” Midnight assured the sun princess as she bowed down with respect again.

“Then go. There is no time to lose.” Princess Celestia urgently responded as she closed the doors shut after we walked out of the room.

With all said and done Midnight leads everyone out of the castle and towards the train station to their destination at the Crystal Empire.

“Well, you heard the princess.” Midnight said as she started running towards the train station and briefly turned back to address them. “Let’s go, we have got an empire to save.”

As the seven approached the train station they saw an incoming train approaching them.

“That must be our ride. Do any of you need to stop for anything? It is going to be a little chilly on the way.” Midnight asked the others to give them the chance to properly prepare for their trip and mission to save the Crystal Empire.

“Oh! Well in that case, let me get my new scarves." Rarity responded excitedly as the train arrived and stopped for us.

“Fine… Just make it quick, we don’t have much time to lose.” Midnight reluctantly allowed her to do as she answered as they began boarding.

The train ride was pretty quick and before any pony knew it they were all ready at the train station ready to set out to the Crystal Empire.

They arrived in a freezing area. Midnight looked out the window seeing a small blizzard outside. The train whistle blew. Once we felt the train coming to a stop, we all walked towards the door and waited for it to open. When it did, they were immediately welcomed with snow and heavy cold winds. Midnight had to place a hoof in front of her due to this. Every pony walked out the train, except of Rarity, who was lagging along with Spike.

“Ha” Rarity laughed. “And you all made fun of me for packing so many scarves.”

Spike grunted due to carrying so many items on his back.

“I didn’t say a word. Whoa!” He said as he slipped on the ice causing Midnight to quick redirect her focus on magic to saving Spike from falling.

“I don’t suppose you could have brought only one suitcase of scarves…?” Midnight said with sarcastic annoyance at Rarity's direction as she made sure Spike is okay and didn't break a leg.

“My apologies, but I must have a different scarf that fits the occasion!" She responded in defense while grinning happily.

“Girls!” A stallion shouted as he approached them wearing a gray scarf and a gray mask, it was Shining Armor, Twilight's brother.

“Shining Armor!” the girls minus Midnight exclaimed happily in return as Shining Armor removed the winter gear from his face.

“You all made it.” Shining Armor happily said before turning his attention to Midnight with a questioning look on his face.

“And who are you.” Shining Armor quizzically asked.

“My name’s Midnight, the pony who Princess Celestia just put in charge of this mission.” Midnight answered as she held out her hoof for a hoof shake.

“Well, nice to meet you.” Shining Armor responded as the two shook hooves although reluctantly on his part.

“As much I like to get to know every pony, we better keep moving if want to get this done as soon as possible. Midnight said in a polite and firm tone.

“You’re right” said Shining Armor with a mutual understanding agreement, “Especially since there are things we really don’t want to run into after dark.”

“What kind of things?” Fluttershy asked in a soft and fearful tone.

“Let's just say the Empire... isn't the only thing that's returned.” He said as his response caused the girls behind Midnight to exchange worried expressions. “Come on. Let’s get moving.” He added as he began leading the way with Midnight the first to follow him walking side by side with him.

As everypony continued moving, the blizzard began getting stronger.

“Something keeps trying to get in! We think it’s the unicorn king who originally cursed this place." Shining Armor said as he raised his voice due the increasing winds and snowfall.

“King Sombra.” Midnight correctly answered with a knowing look on her face. “If he can’t get in, then it must already be protected.” Midnight added and correctly deduced again.

Suddenly, they heard something in the distance, causing us to stop in our tracks. It sounded like a roar.

Fluttershy gasped. ”Th-That’s one of the things, isn’t it?”

“Guh. We have to get to the Crystal Empire. Now” Shining Armor shouted towards every pony that they need to get to safety immediately.

Unexpectedly, they heard something from behind, causing them to look back. This humongous shadow appeared right before us, and when they could see these terrifying eyes on it which shocked every pony except Midnight who only glares at the shadow in turn.

Spike seeing is left frozen in fear causing Shining Armor to pull him away and leaving the baggage behind. The shadow noticed them and began rushing towards us like an avalanche!

“Run!” Midnight yelled, commencing us to dash away while picking Spike up with her magic “Come on, let’s go, go, go!”

“Almost there.” Shining Armor said as every pony sees a bubble in the distance.

They all continued running until we finally reached a bubble where Shining Armor and Midnight stay behind to fend off the shadow.

Shining Armor was struggling until Midnight quickly intervened and strikes the shadow using her magic staggering him buying them enough time for them to get across the bubble.

Once in, Midnight after catching her breath turns her attention to Shining Armor.

“You okay?” Midnight asked then noticed familiar looking stones on his horn.

Shining Armor tried casting some magic, but it failed. He nodded yes but also shook his head to emphasize he can’t do magic now.

“Sparklriffic!” Pinkie Pie cried in awe, due to the appearance of the town the Crystal Empire.

“It’s gorgeous! Absolutely gorgeous!” Rarity exclaimed in excitement as well as she observed the crystal layer of the entire area. She mumbled incoherently. “There are no words!”

“Focus, Rarity.” Applejack placed a hoof on her as she firmly reminded her why they are here. “We’re here on an important mission, not admire the scenery.”

Hearing this causing Midnight to turn to Applejack and silently nod thank you for acknowledging the seriousness of the situation.

“Eh, I don’t see what the big deal is. Just looks like another old castle to me.” Rainbow Dash commented on her point of view.

“A- p- guh!” Rarity reacted dramatically. “Another old…! Have you lost your mind?! Look at the mag-“Applejack and Rainbow Dash began laughing, cutting her off and making her realize the joke they played on her.

“Very funny.” She responded as we walked through the doors into the castle causing Midnight to roll her eyes somewhat amused by the joke.

“Thanks for saving me back there, Midnight.” Shining Armor expressed towards me as we continued to walk. “I owe you big.”

“Well, when I think of some way you can repay me I’ll let you know.” Midnight responded.

They all entered through another couple doors, noticing Princess Cadance sitting at the far end of the room who wasn’t looking to good and had bags under her eyes, as if she hadn’t slept in a long time something that Midnight noticed with great concern.

“Princess Cadance… you don’t look so good… Are you all right?” Midnight inquired in a worried tone.

“Cadance has been able to use her magic to spread love and light.” Shining Armor answered her question as he steps next to her. “That seems to be what is protecting it. But she hasn't slept, barely eats. I want to help her, but my protection spell has been countered by King Sombra.”

Cadance released a deep breath. “It’s alright Shining Armor, I’m fine.” She tried to reassure him.

“She's not fine." He interjected Cadance's claim seeing through her claims and insistence otherwise. "She can't go on like this forever, and if her magic were to fade... Well, you saw what's out there waiting for that to happen.” Shining Armor added with worry.

“Well, fortunately for you Princess Cadance, that’s why we’re here.” Midnight reassuringly announced “For I have been appointed by Princess Celestia herself to lead this mission.”

“Why we’re all here.” Applejack added, getting the girls to agree along.

“Well with Cadance putting all of her strength into keeping her spell going,” Shining Armor spoke. “And me trying to keep an eye on signs of trouble in the arctic, we haven’t been able to gather much information from the Crystal Ponies.”

“Crystal ponies?” Rarity suddenly exclaimed, again forgetting about the big picture here. “Hahaha, there are Crystal Ponies?” She pulled her hair down in excitement, but when she noticed the looks the other girls gave her especially the stern look Midnight gave her, she stopped. “Um, hmm. Please continue.”

“But we have to believe one of them knows how to protect the empire, without having to use Cadance’s magic.” Shining Armor continued to explain

Midnight thinks to herself for a moment by placing a thinking hoof on her chin. Once she comes up with an idea she speaks up.

“Okay, I’ve got an idea.” Midnight said getting every pony’s attention “If we go out and gather information from the crystal ponies we can bring it back so we can figure how to defeat King Sombra from there.”

“I guess it’s worth a try.” Rainbow Dash reluctantly said.

“Don’t worry, I promise you I will succeed at this task.” Midnight assured.

“Please hurry. I don’t know how much more Cadance can keep up with this…” Shining Armor pleaded her to be as quick as possible.

“Understood.” Midnight responded while nodding before facing every pony. “Okay, girls. Spread out and try to find out as much as you can while Spike and I will look for ponies to talk to.”

They all nodded and raced out the hallway with Midnight briefly stopping to turn to Cadance to tell her before leaving.

“Don’t worry…I’ll try to do this as quickly as possible.” She quickly and gently assured her before turning back to join the others.

“Okay… let’s start looking around here.” Midnight said as she led us the others towards the left side of town with only Spike accompanying her, revealing houses. We walked up the small steps towards a red crystalized house. Midnight knocked on the door. After several slow seconds, the door opened.

“H…Hello…?” the pony hesitantly said.

“Hello” Midnight greeted one of the crystal ponies that seemed to be very depressed and dull. “We were just wondering if you might know any information special to the Crystal Empire, like an automatic protection spell or something.”

“I…” The mare paused for a moment. “I’m sorry…I don’t know anything…”

“Are you sure? Absolutely sure?” Midnight asked as she formed a frown on her face.

“I’m sorry. I wish I could help you. But I… can’t seem to remember anything before King Sombra came to power.” She said as she suddenly lowered her head and strained her eyes. “And I don’t want to remember anything about the time he ruled over us.” She added with a shudder.

“King Sombra's spell must be why their coats aren't... crystally.” Midnight whispered to Spike.

“Have we really been gone for a thousand years?" The mare asked wondering if it really has been that long since the empire last appeared.

“Yes.” Midnight honestly answered.

“It feels like it was yesterday…” the mare said feeling weirded out of how much time flew by.

“If you think of anything, even the smallest thing…” Midnight kindly told her.

“Of course.” She told her as she walked backwards and slowly closed the door shut.

“Well that was a total bust.” Spike commented as they walked down the steps.

“I know…” Midnight agreed as she thought to herself. “Maybe the others are having better luck.”

After several more failed attempts in receiving any information, Midnight and Spike returned to the center of the castle, meeting the others there as well. Rainbow Dash had just flown by, sighing where she landed.

“I got nothing so far.” She reported.

“Oh, me neither.” Rarity said as she was fluffing her hair and added in a more non-serious way.

Pinkie Pie speaking next in a hushed tone. “My cover has been blown. I repeat my cover has been blown.”

“Ooookay.” Midnight responded sounding weirded out by her response.

“Sorry, Midnight” Applejack apologized as Fluttershy stepped onto of the costume of herself, forming a shocked and confused look while backing away from it. “These crystal ponies seem to have some kinda collective amnesia or somethin’. Only thing I was able to get out of ‘em was somethin’ about a library.”

Hearing this causing Midnight to widen her eyes and immediately think of a idea. “A library?” She smiled. “Then this wasn’t a complete bust. Good work Applejack.” Midnight said as she galloped ahead “Come on, follow me.” Directing everyone into the direction of the library when they arrived they opened the doors which revealed a large vast amount of books in different shelves, everything crystallized as well causing Midnight herself to look in amazed awe.

“Ahem.” A soft, almost quiet, voice announced. Said librarian at the front desk is an older mare. “May I help you?”

“Yes, we were wondering if you had any books on the history of the Crystal Empire specifically books that would tell how the Empire might’ve protected itself from danger back in the day.” Midnight kindly asked.

“Yes. Of course.” She responded then thought and rubbed her chin. “History, history… Ah, yes.” She pointed a hoof upwards, seeming to remember.

The girls minus Midnight returned huge grins of accomplishment.

However, the librarian continued to look at us saying nothing until Midnight broke the silence saying “…which is where, exactly?”

“I... I can't seem to remember. I'm not sure I actually work here.” The librarian said unsure of what she is doing.

“Ugh” Rainbow Dash groaned in frustration while rubbing a hoof on her face.

“It’s ok, we’ll just take a look around. I’m sure we can find it on our own from there.” Midnight calmly offered, allowing the girls to feel a little more confident as they walked with her.

“Let me know if you find anything.” The librarian said to them as the six ponies and young dragon walked ahead.

“I like her!” Pinkie Pie expressed joyfully.

“You all know what to do right girls.” Midnight said as she turned to face each and everyone to make sure they know to split up and search for answers.

The girls nod obediently as they all do what Midnight wants from them but so far no one at the moment could find answers.

“Uh, anyone else startin’ to think this is a lost cause? Applejack asked after she finished shuffling through several books.

“No, no, no, no, no…” Midnight said as everyone turned to her direction who was looking for books as well, using her magic. Suddenly, she wrapped her hooves around a book and exclaimed “Yes, here it is.” She said as the others immediately stopped searching and walked towards her. Midnight then placed the book on the floor in front of them, allowing see the cover. In the center, there were three crystals of different colors but same shape. “History of the Crystal Empire. I just hope it has the answers we need.” She said as she flipped through the pages and skimmed a little. Then she closed and looked at all of us. “This looks trustworthy enough. Come on, let’s get back to the castle.”

Arriving at the castle, the girls stepped inside a conference room and gathered around a table. Midnight placed the book in the middle and began flipping through the pages. After spending some time reading the table of contents, she spoke up “Look at this! A Crystal Faire!” The others, including Midnight, analyzed the page for a moment. “I’ve got to show this to Shining Armor really quick!” Midnight said as she closed the book and faced Spike. “Spike come with me! The rest of you, stay here. We’ll be back with the news.”

Midnight then raced off ahead with Spike following close behind her while calmly sporting another small smile with the feeling she has everything under control as she approaches Shining Armor and Princess Cadance where she would show them her discovery.

“According to this book, it was established by their first queen, and became their most important tradition. The Faire was held every year to…” She said as she placed a hoof and began quoting from the book. “…restore the spirit of love and unity in the empire so they could protect it from harm.” Turning to Shining Armor with a confident expression “With the others help we can definitely pull this off. Everything we need to know is in this book!”

“That sounds very promising.” Shining Armor approved and looked towards Cadance for a reaction, but she was too busy keeping her eyes shut, wanting to sleep.

“We’ll get started right away.” Midnight assured him. “C’mon, Spike, we’ve got a Crystal Faire to put together!”

Spike closed the book and grunted as he tried to walk with the weight of the book causing Midnight to use her magic to lift the book herself and the burden off of Spike.

Midnight and Spike walked into the room where the others were waiting. Once they were in the room they walked over to the open space near the table.

“Look I know you all don’t entirely trust me, and I don’t blame you, but as long as you follow my lead and have faith in me. I am certain we got this as long as we work together.” Midnight said with confidence as she began to sing.

“Her magic will not last forever. I think we can do it. But we need to work together.”

The girls all looked at each other, smiling and believing they could get this through now having more trust and faith in Midnight.

“We have to get this right”

Midnight sang as she placed the book in the middle of the table.

“Yes we have to make them see, we can save the Crystal Ponies with their history”

She sang as she flipped through the pages, starting with the first chapter in jousting.

“It says that they liked jousting”

Rainbow Dash sang as she joined in by placing on the jousting gear and analyzing its fit.

“They flew a flag of many hues”

Rarity sang as she twirled around a long piece of fabric.

“Made sweets with crystal berries”

Applejack sang while picking the berries with Pinkie Pie.

“They had a petting zoo with tiny ewes”

Fluttershy sang as she led several of those cute furry little creatures joyfully, appearing adorable herself.

“Oh, we have to get this right”

They all sang together in unison, looking at each other and feeling extremely motivated with teamwork.

“Yes we have to make them see. We can save the Crystal Ponies with their history.”

Pinkie Pie sang as she flipped a page and reached a part about a horn.

“There was a crystal fluegelhorn that every pony liked to play”

Pinkie then blew a horn loudly in front of us all. Every pony seemed to be negatively affected by this sound. Rainbow Dash strained her eyes and placed both of her hooves on her ears. Applejack only remained surprised. Spike was backing away due to the sound. Rarity was on the floor, trying to block the sound away from her ears by covering them both with her hooves as well. Fluttershy turned her head away, closed her eyes, and placed a hoof to her right ear. Midnight returned a response while only annoyed and unfazed by this sound by telling her

“Pinkie, that’s too loud.”

“And the Crystal Kingdom anthem”

Midnight sang placing a hoof to her heart, towards the flags.

“Can you learn it in a day?”

“Oh, we have to get this right”

They all continued singing as we set up the final touches. Rainbow Dash held little flags and flew them across buildings.

“Yes we have to make them see” The rest of girls sang as they contributed to their part.

“We can save the Crystal Ponies…”

Spike ran over to Midnight with several balloons and released them in the air.

“… With their history.”

They finished singing as they sustained and finished the preparations.

Midnight opened her eyes and looked around, having her mouth looking in awe and amazement at the sight of their accomplishment.

“This looks amazing! Well done every pony!” Midnight opened the book and continued to look around. “One last check to make sure everything is in place, and then the festivities can begin.”

“What’s this thing for?” Applejack said tapping some kind of statue or artifact with her hoof and creating a thunk sound.

“The last page of the book mentioned a Crystal Heart as the Faire’s centerpiece, so I used my magic to cut one out of a crystal block.” Midnight explained, showing her the presented page in the book.

“Nice work, Midnight!" Applejack complimented. "Think we’re ready to get this Faire up and runnin!”

“Great” Midnight replied with satisfaction. “The rest of you girls, go do your parts. Spike, let’s go call Shining Armor and Cadance and finally save the Crystal Ponies!” She then said towards Spike.

Once Midnight has reported her success to the rulers of the Crystal Empire they all walked out into the balcony, where they all heard Pinkie playing the horn very loudly into the wrong end of the horn.

Aside from that minor nuisance, they all continued forth walking towards the end of the balcony and towards the railing, where Midnight began announcing the opening of the Crystal Faire.

“Here ye, hear—“ She started until she was interrupted by Pinkie Pie blowing the horn furiously turning her attention to her annoyed. Pinkie chuckled nervously and placed the horn behind her upon seeing the dark mare's stern glare.

“Heheh, my bad…”

Midnight then turned her attention back to the crowd clearing her threat before continuing.

“Ahem. Hear ye, hear ye. Princess Cadance and Shining Armor cordially invite you to the Crystal Faire!”

After her announcement, the ponies had come out from their homes and looked at what was going on. A majority of the Crystal Ponies instantly brightened up, having crystal coats and instantly looking bright and intrigued.

As progress and productivity skyrocketed, Midnight watching over smiled seeing everything is going according to plan before proceeding to head down to check up on the festivities.

“Yippee” Pinkie Pie cheered. “I’m going to get me some COTTON CANDY!" She said as she sped off.

Midnight traveled down towards the center of the castle where the Crystal Heart stood. As Midnight opened her book and began reading through it she spoke.

“Alright… if everything is going well, we should be able to---“

Suddenly, a large violet cloth was placed over us, causing her to remove it from her head and look back noticing Rainbow Dash looking tense.

“Everything okay?” Midnight inquired.

“I think we may have a problem…” Rainbow Dash responded while keeping her hoof on the cloth.

“What do you mean?” Midnight asked raising an eyebrow wondering what she is trying to hide as much as the crystal ponies nearby. "Everything's all good." She assured the staring ponies. "Move along." She instructed them as they all did so as Rainbow Dash directed her inside towards the balcony where Shining Armor and Princess Cadance are where she tells them that the Crystal Heart Midnight crafted herself isn't enough and that they need the real Crystal Heart because without it, it can't generate the same protective spell it creates.

Hearing this, Midnight quickly flipped through the book to double check to make sure this is true. “So it was an actual relic? Because this book didn’t mention anything about the crystal ponies powering the Crystal Heart.” She asked as she reached the end of the book and noticed something odd.

“There was a page missing…how did I not notice?” Midnight said as she placed a hoof in her face annoyed with herself of how she could have overlooked that one little detail.

“It’s ok Midnight.” Cadance tried to reassure her while swerving greatly then suddenly, lost her balance and fell back, having Shining Armor catch her in his forelegs as her magic ran out causing Midnight to look out towards the shield.

They then all heard a howl. Midnight and the others looked out in the direction of the howl. The protective shield was flickering off and on like a light a switch in a room.

As soon as the spell went out, an avalanche of darkness began flooding the outskirts of the Crystal Empire. It was then when they saw his face appear from the mist of the darkness… King Sombra himself…

Chapter 2: Crystal Empire Part Two

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Chapter 2:

The Crystal Empire Part Two:

“The empire is under attack” Shining Armor announced towards them as he walked towards Princess Cadance and helped her up who had just regained consciousness and managed to smile as she focused her horn and quickly reactivated the spell again. “I have to find the Crystal Heart!”

“No.” Midnight firmly stopped him from doing so by raising a hoof up. “You stay here with Cadance. She needs you, Shining Armor.” Hearing this Shining Armor comes to acknowledge this knowing that Cadance could not be left alone in this condition. “I will retrieve the heart.” She assured him.

“Let’s do this!” Rainbow Dash voiced her determination as she flew ahead with Midnight following her.

“So here’s the new plan.” Midnight spoke during the rush. “Retrieving the Crystal Heart is the key to succeeding this task. But there is something else you can do.” Midnight started to explain as she looked towards Rainbow ready to give her orders.

“Name it!”

“You and the rest of your friends have to keep the Faire going.” She instructed her.

“What? With that thing moving into the empire?!” Rainbow questioned as they traveled down a flight of stairs.

“The whole purpose of the Crystal Faire is to lift their spirits are gonna be anything but lifted. It won’t matter if we find the Crystal Heart.” She stressed the necessity of doing so as they reached outside of the castle and noticed Applejack attempting to prevent any crystal pony finding the fake heart as they ran by. “We won’t be able to make it work.” Midnight continued to explain as they stopped for a moment. “But with the magic I infused into the fake heart and being able to make it look like an exact replica that should buy us enough time for me to retrieve the real heart without them finding out the truth too soon.” Hearing this, Rainbow Dash gives a surprised look before smiling seeing how clever Midnight was having anticipated for that scenario. “You have to keep them happy here at the Faire.” She firmly told Rainbow Dash.

“Keep the Faire going and the crystal ponies’ spirits high. Done and done.” Rainbow Dash responded having accepted the order, now seeing the great significance in it now.

“Be careful, Midnight.” Shining Armor shouted from the balcony.

“I will.” Midnight responded.

With that Midnight ran off towards the center of the Faire where Midnight herself would stop to think for a moment while passing by different Faire carts.

“Who wants a flugelhorn? Rainbow Dash cried out nearby, waving around the horn almost in a desperate way.

“I wanna flugelhorn!” Pinkie Pie answered, waving her hoof and showing frantic actions wanting to obtain the horn causing Rainbow to look back in an irritated manner as Pinkie did not seem to understand the situation we were in to keep the ponies happy as she looked back out towards the crowd and ignored her.

“Who else wants a flugelhorn?” She again asked.

“I wanna a flugelhorn!” Pinkie again demanded as she yelled and stomped her hooves on the ground.

Midnight then pressed forward ignoring her too while along with Rainbow clearly annoyed by her antics especially in a time of crisis. She figured if the Crystal Heart is in the empire then it must be in the heart of the city so it must be in the castle itself as she approached it. To her it would make sense figuring since King Sombra was in power, he would have kept the Crystal Heart there, because no pony would dare try to reach it. But just as she was about to enter the castle she heard panting behind her.

“Midnight, wait!” A voice called out to her as the mare turned around to see it was Spike who was running towards her, as he stopped in front of her to catch his breath. “I know you want to handle this on your own, but please let me come with you. I really want to help you” the young dragon pleaded.

Midnight thought for a moment and without hesitation uses her magic to pick Spike up and place him on her back as she continued forward dodging any pony in the way as they looked back to see why we were in such a rush causing Spike to grin seeing that she is allowing the extra company.

“So… where are we going, exactly?” Spike asked.

“To the castle, where King Sombra hid the Crystal Heart.” Midnight answered. “Because the king would’ve been counting on the fact that no pony would dare come looking for it here. They’ve been too afraid to even try. So now it is our job to find it and deal with King Sombra once and for all.” Midnight concluded with a determined look on her face as she reached the doors to the castle.

“I hope your right…” Spike commented hoping that this new unicorn knows what she is doing while feeling a little unsure that the plan will work.

“Don’t worry Spike, I have this situation all under control.” Midnight assured Spike as they entered the room and closing the doors behind her as Spike dismounts from the unicorn's back as they rushed through the castle to cover more ground faster. Spike was trying his hardest to keep up as Midnight immediately started searching everywhere for the Crystal Heart. While Midnight was running fast while looking and still keeping her cool, Spike on the other hood, was panting and sweating as Midnight looked around on the ground.

“Ok King Sombra, where did you hide it.” Midnight said to herself as she turned to Spike who noticed an uneven spot on the carpet. “Find anything?” She asked.

“Nothing here.” Spike replied as they entered the throne room having already search the entire castle up to this point.

“So even though he knew ponies wouldn’t try to look for it here, my guess is he would hide it in some secret passageway room of some sort…” Midnight said as she took her attention to the crystal at the highest point of the throne chair.

Stepping forward Midnight lights her horn which lights up her normal aura but then darkens to a black color to perform the dark magic Celestia had performed earlier causing her horn to then shift to the purple and green misty spots which formed around her eyes. It was then shot towards the crystal, commencing that same shadow to cover the floor between us which uncovered a huge stairway down.

“Whoa…When did you learn to do that?” He amazingly asked as he looked downwards the new pathway.

“A little trick I picked up from Princess Celestia.” Midnight replied as she crouched down to allow Spike to hop on her back. “You ready Spike?” She asked as he hopped onto her back.

“Let’s do this.” Spike responded with certain determination as Midnight proceeded to head down the stairs. Seeing how many stairs there are Spike asked “How far down does these stairs go?”

“I’m not sure because I can’t tell how far down this goes.” Midnight answered as she saw a nearby rock/crystal by the side of the wall. Using her magic she pulled it out and dropped it in the middle of the circular staircase as they continued forward down the steps not wanting to lose any more time. It took several seconds before a clanging sound was heard on the floor. At that moment they heard flashing light from the top of the stairs which got both Midnight and Spike’s attention.

“Uh oh, sounds like Cadance’s magic is fading faster than before!” Spike said with concern as he took notice.

“Then we better keep moving.” Midnight responded still unfazed by the alarmed dragon's tone continues forward down the steps “We have no time to lose.”

After going through a lot of steps they finally reached the end of them where they saw a door in front of them. Midnight prepared to use her magic to open it but the door magically disappears then reappears on the right side of her. Then the door then disappears then reappears behind them. At this point the door was moving around and popping up at random places leaving Midnight clearly annoyed evidently having no time for silliness and antics as she produces dark magic from her horn the moment it appeared in front of them causing the door to stay in place as it opened revealing a bright light.

“This has got to be it” She deduced as Spike ran ahead towards the door while Midnight stayed put not feeling this is right to go on ahead inside through the door.

True to her concerns, magic on the top of the door formed and affected Spike’s eyes. They shifted into a background green, but red pupil like with Celestia and Midnight's eyes when they used dark magic.

“Ponyville…?!” He began speaking while staring blankly to the wall. “But how did I get… no! Twilight!” His eyes began forming up with tears. “Please, Twilight, wake up! Wake up!” He cried out with tears falling from his eyes as Midnight immediately slammed the door shut with her back left leg.

“King Sombra’s dark magic. A doorway that leads to your worst fear.” She analyzed the door as Spike wiped away the tears from his eyes.

“I was home with my friends… I saw my friend Twilight dead after a train explosion. I tried to wake up her up I couldn’t do it.” Spike cried as he rubbed his left eye as he retold his fear. “She’s gone and the worst part about it has already happened.”

“I’m sorry to hear what happened to Twilight.” Midnight sympathetically said as she placed a comforting hoof on his shoulder before placing him on her back again as she proceeds to head back up the steps by running back up them again. “I know how it feels to lose someone you loved.” She told Spike as she ran up the stairs.

“Really?” Spike asked with surprise as he learns more about her. “How did that happen?”

“Long story short, I had friends I used to count on back when I grew up but they let me down in a time of need which resulted in us having a huge fight. As a result, I cut them ties with them altogether then ran away from home. I never saw them again ever since.”

“Really? That’s very similar to when we last saw Twilight.” Spike responded sounding surprised hearing this is seeing this sounds similar to what happened at the wedding.

“How so if you don’t mind me asking and I apologize for reopening raw wounds here?” Midnight politely inquired.

“It’s all right” Spike reassured Midnight that she isn’t digging too deep. “Just recently there was a wedding to take place. Twilight’s brother Shining Armor was to marry her former foal sitter Princess Cadance. Twilight was the only one to see that something was wrong with her, and she had every right to be suspicious since the Cadance we saw turned out to be Queen Chrysalis, an evil changeling in disguise. And instead of listening to her when she tried to bring up her case we ignored her and dismissed her as jealous and overprotective even abandoning when her brother disowned and kicked her out of the wedding." He explained as he started to get choked up with guilt ready to cry again before continuing. "Even though she came through and saved the day the damage was done as Twilight bitterly renounced us as friends to leave home in retaliation for the way she was treated. But unfortunately the train explosion happened and took her life. Because of that, it would end up being the last time we ever saw her." He concluded as he started to cry again.
"Why did I leave her instead of comforting her when she needed? I only left her because I was worried I get kicked out the wedding to” Spike cried out again.

“It’s all right, calm down” Midnight again comforted him as she used her magic to wipe away the tears from Spike’s eyes. “You are young and you acted under pressure, plus while I don’t approve with what your friends did, and if it helps compared to them Twilight seemed to have more issues with them rather than you.”

“You really think if Twilight was still around would she forgive me?” Spike hopefully asked.

“If she didn’t yell at you, I’m sure she would even if she was disappointed in you.” Midnight reassured the young baby dragon.

“Thanks, Midnight. You know when I look at and learn more about you I say you and Twilight are a lot alike” Spike thanked her having some of his guilt relived off his shoulder as they reached the tops of the steps.

“I think so to. Something that we can both agree on.” Midnight responded agreeing with the assessment as they approached another set of stairs. Midnight having enough with the endless stairs on a limited time frame lights up her horn.

“Hold on!” Midnight warned Spike who immediately held on to her tight as she performed a spell to lift them upside down on the stairs allowing them to slide down the top of the stairs.

“In case if you are wondering, I learned how to do gravity spells, I always knew someday it would could in handy.” Midnight confidently said as they flipped around again after reaching the end of the stairs causing them to land in the room they entered.

Midnight was able to land on firmly with Spike letting go of her and landing on his two feet no problem. They looked to the left of the room to find what they are looking for the real Crystal Heart floating in mid-air. Midnight stepped forward and using her magic levitated herself to the heart and grabbed it with her hooves.

However, as soon as she landed right in front of Spike, King Sombra took notice as an alarm in the castle went off as darkness immediately covered the area. Acting quick Midnight was able to carry the heart and Spike out of the room out through the window just barely managing to escape the forming rocky spikes that grew in the room as King Sombra laughed from a distance. Seeing King Sombra is preparing to make a move against the Crystal Empire Midnight knew she had to do something about and quick.

“Spike!” Midnight said as handed him the Crystal Heart “Get this to Princess Cadance!”

“But shouldn’t it be you who should be doing this? This is your mission?” Spike asked surprised by this decision.

“King Sombra is already attacking the Empire.” Midnight urgently replied. “By the time we get there he will have already reached Princess Cadance, Shining Armor, and every pony down there. Someone needs to stop him before he does.”

“But what about you?” Spike hesitated worrying about her well-being.

“I’ll take care of King Sombra while you deliver the heart. Now go! Get the heart to the Princess.” Midnight ordered him as she lighted up her horn to cast a spell to give herself temporary wings as flew straight towards Sombra. Spike obeying her command would run down the stairs as fast as he can.

When flying Midnight heard Applejack down below “Don’t y’all worry your pretty little crystal heads! The real Crystal Heart will be here any second!”

After several seconds, she noticed that the shield protecting the city began to shatter and disappear. Cadance’s magic has completely worn off.

“He’s back! I can’t take it!” A female pony cried out and shrieked in fright upon seeing the evil unicorn.

“Ahhhhhh…” Sombra said as his voice echoed through the city. “My crystal slaves…”

“Whoa! Huh!" Spike said as he spit out fire towards the spikes that continued to form behind him. “Yah” He looked downwards, where the other ponies must have been “Hey! Up here! I got the Crystal Heart!” He called out to the ponies down below held up the heart with both of his claws as King Sombra released a mighty growl.

“That is mine!” He declared as he instantly dove into the ground and began forming much fiercer and larger crystal rocks that shot upwards from the ground which Midnight was quick to blast them away with her magic before blasting magic from her horn at King Sombra causing him to growl in pain while glaring at her as Midnight glared back as well.

At that moment King Sombra’s true body was formed as a platform was created on top of him.

“Well, know that we are meeting face-to-face you ready to settle this pony to pony?” Midnight said as she glared down at the unicorn with her hooves in battle position and horn lighting up.

Without hesitation King Sombra released a fierce yell and shot out a mist of darkness towards Midnight which struck her in the chest sending her back a distance. Midnight unaffected by the impact of the blast simply replies
“So you like to fight fire with fire, huh? All right then, game on!”

Midnight retaliated by flying towards him and blasting him with magic of her own before tackling him where she took the opportunity to land several punches to him. He released painful grunts, but also managed to send out an aggressive growl as well. Using his horn King Sombra uses his magic to blast Midnight, sending her a few feet away from him. Midnight and Sombra were both quick to recover and get back on their hooves still glaring off at each other. Looking down, Midnight could see Spike still running to get the Crystal Heart to Cadance while the girls look on in shock and concern.

King Sombra seeing Spike moving with the Crystal Heart prepares to charge to at him to stop him. Midnight seeing this freezes him with her magic.

“I don’t think so” She said as Sombra struggled under Midnight's grasp before managing to pull herself out of Midnight’s control as he continues to charge at Spike. Midnight quick to react grabs a few crystal rocks and uses her magic to toss them at him causing him to stagger for a few seconds and turn his attention back at her preparing to charge at him where Midnight was also quick to charge at him as well. She flew towards him then flew up and used her magic to land a powerful strike at him and taking this opportunity dives down and punches him in the face causing him fall down on his knees in complete pain.

At that moment an explosion of crystal light radiated through us courtesy of Shining Armor launching Cadance into the air to save Spike and the Crystal Heart with the Crystal Ponies using their magic to power the Crystal Heart. Seeing this opportunity, Midnight readies her horn to use the magic to deliver the final blow with the Crystal Heart magic.

“Long live the King” Midnight said as he blasts him with the magic causing him to release one last defiant roar as the Crystal light from the heart's magic destroyed him.

Midnight released a breath of relief seeing that she successfully defeating King Sombra and saved the Crystal Empire with Spike managing to successfully get the heart to Cadance. She looked around as everything go back to the way it was, destroying the darkened crystal rocks that had formed, including the one she was standing on. She quickly spread her wings and began flying in mid-air as soon the rock she was standing on gave way and crumbled.

She observed herself, noticing her mane was neatly combed to my side and that she now contained a crystal appearance. Then, she heard something shoot up from the loudly from the castle. Strong, bright, nylon colors emerged from the top of the castle, exploding and sending each of its colors throughout the entire sky.

She then looked downwards where the crowd stood having witnessed the whole thing. Every pony had their manes styled differently, including their coats crystallized as well. This affected the girls down there, including Cadance. Shining Armor hugged her greatly and proudly.

After Cadance, turned around and closed her eyes as she smiled and waved out to the Crystal Ponies. The crowd returned a motivated and loud cheer towards her then and towards me as I flew down towards the girls, Spike, Cadance, and Shining Armor to meet up with them. As she landed her temporary wings disappeared. When she landed she waved to every pony running up to her to thank her for defeating King Sombra.

With everything taken care of Midnight decided to head back to Canterlot so she can report her success to Princess Celestia with the other girls deciding to come with her as well.

Passing by all the Crystal Ponies who waved farewell to us and seeing them completely rejoiced in their crystallized appearances, Shining Armor and Cadance walked them all back towards the train station. However, all of their coats and manes returned to normal the second after leaving the Crystal Empire.

“Thanks again for your help.” Shining Armor told Midnight as he and Cadance walked side by side on their way to the train station. “I do hope I don’t have to rely on you saving my rump like this all the time, it will get pretty embarrassing for me.” Shining Armor jokingly said.

“You’re welcome and as along as the Crystal Empire is not attacked by another dangerous unicorn you should be fine.” Midnight replied and joked back. “I hope now Princess Celestia will appreciate what I have done to save the day.” Midnight said sounding a little unsure of what she has to say.

“I’m sure, she will.” Shining Armor reassured Midnight.

“Thank you, Midnight for saving every pony today.” Princess Cadance said very grateful for what she has done. “If it weren’t you the Crystal Empire would be enslaved right now."

“You’re welcome.” Midnight politely responded with a little smile on her face “It was a good thing I had everything under control.”

“Considering how calm and collected you were through the whole ordeal that is really impressive." Cadance complimented. "You know if you stick around, I think you might have potential to be something more someday with that kind of leadership.” She added with encouragement.

“We’ll see” Midnight said while giving her a goodbye hug which Cadance returns “It was nice meeting you even if was on dire circumstances and I really hope I will see you again.”

“Take care, Midnight.” Cadance said with a smile which Midnight smiled back as every pony boards the train.

After the train ride back to Canterlot Midnight herself would travel to Princess Celestia’s quarters while the girls and Spike stopped at the doors to wait outside.

Midnight went inside to find Princess Celestia looking out the window, noticing the colors radiate through the sky. She stopped a few feet in front of her.

“Princess Celestia…I’m back…” Midnight announced as she bowed with respect.

She formed a warm smile as she turned to face her. “And it seems you have successfully completed the task as well. It’s beautiful.”

“Thank you, Princess. All thanks to my complete control of the situation.” Midnight said with a little smile before looking down sadly. “Although, I wish it was also me who brought the Crystal Heart to Cadance, but it wasn’t.”

“Midnight, as I understand it.” She told her as she began walking towards her, glancing over to a glass window that actually depicted Spike bringing the Heart to Cadance. “Spike brought Princess Cadance the Crystal Heart because you weren’t sure how quickly you could get it to her before King Sombra could take over the Empire so you took matters into your own hooves to fight off Sombra in order to ensure Spike has enough time to get to Cadance in time." She said as she bent down to her eye level look at her. "You weren’t willing to risk the future of the citizens of the Crystal Empire in an effort to guarantee your own. Far better that I now know a pony who understands the meaning of self-sacrifice than one who only looks out for her own best interests.”

Midnight thought about her words and sent a warm smile hearing that praise she was hoping to hear from her. “Thank you, Princess Celestia…”

“The way you handled this situation was really impressive along with your great leadership considering that we had just met and me honestly not trusting you at first." Princess Celestia further complimented.

"Really?" Midnight asked sounding touched by her praise.

"Yes." She positively responded with a nod. "In fact very impressive to the point I really think you might make a great princess one day.” Princess Celestia added.

“You really think I have what it takes to be a princess?” Midnight asked with surprised interest having a good idea what this is building up to.

“Yes, and if you are willing to stay Midnight, I would like to make you my own personal protégé here in Canterlot.” Celestia offered.

“Really?” Midnight again asked in surprise as Celestia nodded yes.

“What do you say? Celestia asked the unicorn.

Midnight thought for a moment and then bowed down with respect with her answer.

“I’d be honored”

“Wonderful.” Princess Celestia said pleased with her response. “You’ll be hearing from me soon about beginning your new studies and Spike will send you my messages to you with your new home at the Golden Oaks Library in Ponyville.”

“I can’t wait get started.” Midnight said a little eagerly.

“And I’m sure you will make some new friends while you’re at it.” Princess Celestia said with another warm smile. “Why don’t you go tell your new friends the good news.”

“Thank you again, Princess” Midnight thankfully said as she headed towards the exit where she open the doors to face the girls.

“Mission accomplished!” Midnight said with a look of satisfaction on her face.

This immediately caused the other girls to grin, release breaths of relief, and cheer.

“So, what now?” Rarity asked regarding Midnight’s future.

“Well, since Princess Celestia was so impressed with my handling of the situation that she has decided to make me her own personal protégé, so I’ll currently living with all of you in Ponyville in the Golden Oaks Library so I can begin my studies with the princess.” Midnight happily replied.

“Wow!” Applejack said. “Very impressive, considering when we all just met and to be honest we thought Celestia was making a mistake we she put you in charge of this mission, but you managed to prove yourself with what you did today.”

“Yeah, you even managed to fight and take down that evil unicorn while you were at and it was awesome!” Rainbow Dash added sounding very impressed with what she has done to save the Crystal Empire.

“You were so brave.” Fluttershy added with a warm smile on her face.

“Woohoo, this calls for two celebrations!” Pinkie Pie shouted in excitement.

“Two?” Midnight asked.

“One to celebrate your success and another for your “Welcome to Ponyville” party.” Pinkie explained

Midnight grinned as she rolled her eyes in amusement.

“I had to ask.”

As every pony laughed Rarity stepped forward catching the other girl’s attention as she began to sing.

“You were prepared to do your best. Even when we didn’t trust you at first.”

Rarity sang causing Midnight to raise her hoof and look away as if what she did was nothing.

“All those doubts you can dismiss.”

Rarity sang as she began leading eveyr pony out back to the trian station for their train ride home.

“Turns out you were.”

“Prepared for this!” The other girls joined in the song.

“You clearly have what it takes!”

Applejack sang as she popped up next to Midnight putting her hoof over her shoulder.

“To complete a mission with such high stakes!

Pinkie Pie added as she sang, somehow wearing literally high stakes on her hooves on Midnight’s side. She lost her balance and fell, breaking the stakes.

“After knowing we could trust you we then knew you would prevail!”

Fluttershy added as she sang and flew gracefully.

“Since now we all know you are a pony who wouldn’t fail no matter what!”

Rainbow Dash sang as well, lying on a cloud that hovered above us.

“All those doubts you can dismiss.”

Every pony except Midnight sang as every pony crossed the bridge of the castle.

“Trust yourself and you cannot miss.”

The girls assured as Midnight gracefully and smiled brightly with her eyes closed.

“Turns out you were!”

Applejack, Pinkie Pie, and Rarity sang together.

“Turns out I was!”

Midnight finally sang.

“Turns out you were!”

Rainbow Dash, Fluttershy, and Spike joined.

“Turns out I was!”

Midnight sang again.

“Turns out you were!”

Rarity sang as she placed a hoof on Midnight’s shoulder as we were on the train ride home.

“Prepared… for this!”

They sang together on the last verse.

“Heheh.” Spike laughed both nervously and exhausted. “It sure took some time, but you proved us everything was going to be fine in the end.” Afterwards he sighed and planted himself on Midnight’s back, causing her to look back at him with a soft smile feeling very grateful that every pony now trusts her for seemingly the first time in her life.

“BEST DAY EVER!” Pinkie screamed, causing Midnight to chuckle a little.

As the train leaves the Princesses watch from the balcony.

“Looks like your gamble with this new unicorn ended up paying off.” Luna said to Celestia in a tone that tells her sounding pleased that things did turn well in the end while not letting her off the hook for letting some stranger they just met handle the situation instead of herself.

“Thanks to her the Crystal Empire is now safe and so will all of Equestria.” Celestia reassured and replied back. “Just remember to have that book you have ready when the time comes I feel she is ready for her destiny.”

Luna hearing used her magic to materialize a spiral bound book that has a dark cover which shows two stars and a swirly pattern nodding in agreement though still feeling something is suspicious of this new unicorn.

As every pony went their separate ways to go back home, Midnight headed towards her new home with Spike sleeping on her back.

Once she was definitely sure no pony was around Midnight secretly smirked to herself as everything that had happened went exactly as she planned as her heart produces a bright neon purple glow as a result from the blast of dark magic from King Sombra’s attack and as the scene changes to a shot of the Crystal Heart where it also produces the same glow indicating that Midnight had secretly laced dark magic into it when she had a hold of it.

Indicating that Midnight is up to something big that involves the Crystal Heart and gaining every pony’s trust is the first step to her plan.

Author's Notes:

For those who have read this up to this point, you'll see what kind of villain Midnight herself is setting herself up to be. A calm, charismatic, and calculated individual who is always a step ahead at every turn. She has set herself up to seem untrustworthy but proves herself by coming to the Crystal Empire's rescue which is all part of her plan to get every pony to trust her who has also orchestrated this crisis and acted accordingly through the whole ordeal(which BTW will be explained in later chapters) with no pony the wiser.
As you all may have noticed that Midnight has a lot of similarities to Twilight but ultimately the differences come down to the fact that is that she clearly has sinister ambitions up her hooves while Twilight in canon doesn't to illustrate the fine line between hero and villain.
In terms of the mystery behind Midnight. that is something that will also be explained in later chapters.
Again, feel free to give feedback and suggestions for ideas to improve on this story I have in mind and look forward to weekly updates for new chapters as the story goes on the Season 3 arc from mostly Midnight's perspective and involvement.

Chapter 3: Too Many Pinkie Pies

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Chapter 3:

Too Many Pinkie Pies

At a café in Ponyville, Midnight is seen practicing her magic reading her horn directed at an apple on a table a small distance from her with Spike watching.

“Come on, Midnight, you can do it!” Spike encouragingly told her.

“Ok, I think I got it this time! One, two…” Midnight said with a confident smile as she lit up her horn ready with her aim.

“HI!” Pinkie Pie said cheerfully as she leaped on to Midnight causing her to misfire her aim causing her to hit a bluebird instead of the apple.

“Any reason, you felt the need to distract me while I was practicing magic.” Midnight asked her clearly annoyed and irritated while using her magic to lift Pinkie Pie off of her.

“Cause hugs are funneriffic, especially when you throw one around a friend. Whatcha doin”?” Pinkie shrugged it off as it was no big deal.

“Trying to turn that apple into an orange!” Midnight irritably answered.

“But you kinda threw her aim off…” Spike added, rubbing the back of his head pointing towards the bluebird who is now has an orange for a body with wings as a result of being hit by Midnight’s magic.

“More like definitely threw off my aim and made me hit a bird instead.” Midnight said with a calm scowl in response to that understatement.

“Wheee!” Pinkie giggled “What a cute orange birdie! Do me next, Midnight! Do me, do me!

At that moment Rarity arrived wearing a black robe.

“Ooooh, Rarity, wanna see Twilight turn me into an orange? It's gonna be funna-fun-fuuun!” Pinkie Pie said with excitement.

“As fun as creating this haute couture ensemble that I just finished making? Delightful, no?” Rarity said as she grabbed the robe with her left hoof and pulled it off revealing her new pink dress.

Pinkie Pie suddenly gasps at the sight of it and placed her hooves to her face in horror. “This is terrible!” she exclaimed.

"I admit it's perhaps not my finest work, but I– “ Rarity tried to explain before being interrupted.

“You had total-awesome-amazing fun and I missed out on it?!” Pinkie Pie told her as she strecthed out her eyes. “Eeh!” She added as she bounced towards them “Wait! What if there's more awesome amazing fun with friends happening somewhere in Ponyville right now that I'm missing out on too?!” She said as she tip-toed around them quickly and the placed her hooves to her face in shock before quickly fleeing away in a dash.

"We weren't going to turn her into an orange! I swear!” Spike said to Rarity to quickly assert that Pinkie was just being silly.

“Well, let’s hope that Pinkie keeps her distance and she doesn’t find herself the target of another misfire.” Midnight said sarcastically as she secretly considered the idea seeing that as an opportunity to “accidentally” get rid of Pinkie before focusing her attention back to Rarity’s dress.

“Nice dress by the way.” Midnight said with complete sincerity after taking her mind off of Pinkie’s antics.

“Why, thank you darling!” Rarity said flattered by Midnight’s compliment.

“Preparing it for a new client or preparing yourself for an upcoming gathering with important ponies?” Midnight asked curious of what the dress is for.

“Preparing it for a new client in Canterlot for one of the important ponies I met back at their garden party awhile back.” Rarity said grinning at Midnight’s comment who knows she likes to try on different dresses for upcoming occasions. “They were really impressed with the dress I made my friend from the last time I was there. Even if it wasn’t in my opinion one of the best dresses I have ever made.”

“Well with all things considered to how that happened, I’d say you still managed to do well with gaining clients. Always good for business.” Midnight positively complimented as she thought of another idea of how she could get rid of Pinkie. “You’d be surprised of what you can do even when you’re not trying.”

Rarity smiled haring those words feeling inspired of her potential even when not 100%.

“Well, I’m off now to give Ponyville a look at my newest creation.” Rarity said as she heading off. “Good luck with your studies.”

With Rarity off, Midnight continued her focus back on her studies where she decides to poof up some training dummies to she could zap with her magic to recharge her magic in order to be ready to try her spell again. After a good thirty minutes of running multiple repeats of 100 yards and back while taking down dummies with magic and back, she decides she is ready to try her spell again. She readies her horn at the sight of the apple on the table a good distance from her.

“One, two…” Midnight calmly said to herself with determination as she readied her aim only again to misfire and hit a frog who turns into an orange with his frog arms and legs unaffected by the spell when Pinkie Pie jumps onto Midnight’s back. Pinkie then runs by the time causing the table and the apple to be knocked over.

“Ok, Pinkie.” Midnight said once again annoyed with her making her misfire again as Pinkie came to screeching halt in the dirt burying herself in the dirt in the process before popping her head up catching attention to her stopwatch. “What in the worldwide world of Equestria are you doing now?” Midnight asked her as she approaching her with Spike.

“Timing myself galloping back and forth between the swimming hole and Sweet Apple Acres.” Pinkie Pie said as she bounced towards her before bouncing around Midnight and Spike “I'm trying to cut down my time so if Rainbow Dash dives off the swing, I can get to Sweet Apple Acres to help with the barn raising, and then be back in time to see Rainbow Dash hit the water after doing a double flip! “ Pinkie Pie sighs as she looks at her watch again. “If I can cut my time by only twenty minutes, I'm good.”

Hearing this response causing Midnight to chuckle amused of what she is trying to do.

“Oh Pinkie,” Midnight said in an amused tone as she uses her magic to lift back up the table and put the apple back on the table. “I’m afraid no matter how hard you try, the only way to pull something like that off is if there's more of you to go around.”

This response caused Pinkie head to turn 90 degrees liking a ticking timer, before springing back to place thinking of an idea.

“That’s it, Midnight.” Pinkie said with a smile on her face as she jumped on to the table getting in Midnight’s personal space again. “The legend of the Mirror Pool!”

“The legend of the Mirror Pool?” Midnight inquiring Pinkie’ idea. “If you really think that is a good idea, feel free to try it out but be careful. Otherwise, don’t come crying to me if it goes wrong because I did warn you.” Midnight cautiously warned the pink pony.

“Woohoo.” Pinkie exclaimed in excitement as she sped off away while Midnight secretly smirks at Pinkie’s idea of going to the mirror pool thinking this will end in trouble for her.

“Does this mean practice is over?” a hopeful Spike asked.

“Of course not, back to work.” Midnight said causing Spike to frown after having his bubble burst. “Because now is the time I need to focus on combat exercises without using magic.” Midnight said as she popped up more training dummies with her magic and spreading them across the area.

“All right, Spike.” Midnight said as she readied herself in a starting position. “I need you to time me from when I start to when I take down that last dummy.” Midnight also used her magic to pop up a stopwatch for Spike to use to time her.

“Ready?” Spike asked as Midnight nodded “Go!” Spike shouted as he started the stopwatch. Midnight hearing the command charges from the start line to first dummy on her right tackling it down before bolting to tackle the dummy on her the left repeating the process until she tackled the last dummy straight ahead after a good 100 yards.

“Time” Midnight said as Spike stopped the stopwatch.

“10.0 seconds.” Spike reported as Midnight trotted back towards him.

“Okay, that’s good” Midnight said pleased with her progress so far. “Proves that I can take down any pony that tries to take me down within striking distance with and without magic.” Midnight assessed herself of her skills and capabailites.

“But there is always room for improvement.” Midnight said with determination as she prepared herself to run it again and again with varying results.

After a good two hours of magic and training exercises, Midnight and Spike headed back to the Golden Oaks Library where they see a large group of ponies gathered there with a load of complaints. Curious of what the commotion was all about Midnight approached them.

“What’s going on…?” Midnight asked, confused. Every pony was answering her question, but they were all talking over each other that no pony could understand what they were saying. As Midnight looked around, dazing and stunned, looking seemingly unaware of what was going on, seeing more ponies continuing to join the crowd. “Okay, every pony, please, calm down!” Midnight announced, wanting to receive a clear answer after they all cooled off their anger enough.

“Calm down?” Rarity exclaimed extremely angry. “I have just had a Pinkie hurricane raging through my shop!”

“And they trashed our critter picnic!” Fluttershy added just as angry and steamed as Rarity from what has happened.

Ponies continued expressing their outrage by talking over each other in shouts, complains, and exclaims.

“Please every pony, hang on while I try to figure something out!” Midnight calmly told the crowd keeping her composure as they tried to cope with the situation, turning around and heading into the library. “Come on, Spike.”

Walking inside Midnight thought to herself. “Seems like my plan of tricking Pinkie Pie into cloning herself with the mirror pool worked well. Now if I can just arrange for the real Pinkie to be trapped in that pond. I can very well weaken the Elements of Harmony.”

The two looked through the books in the library looking for something that will have the answers they need until Spike sees a horseshoe button on the back of a wall on one of the shelves and pushes it opening a small book chamber containing a book which he tries to pull it out. He successfully does so while falling backwards onto a pile of books on the floor.

Midnight seeing that he has found the book she needs picks it up with her magic.

“Okay, let’s see what we got.” She reads through the book looking for what she needs. “Here it is the legend of the mirror pond. It describes a spell I can use to send them back.” Midnight said to Spike.

“That’s perfect let’s go.” Spike happily said as he headed towards the door only to be stopped as Midnight was not done explaining.

“But there’s a catch.” Midnight warned him to get the young dragon’s attention. “If I can’t figure out which one’s the real Pinkie, I might send her back by mistake.” Midnight warned.

“Well, we'll just have to figure out who the real one is then. Shouldn't be too hard.” Spike said seemingly unconcerned.

“Your right Spike.” Midnight calmly said as she turned to face him “And I’ve got just the plan to do it.” Midnight added with a devious smirk on her face as she gets ready to move on to the next part of her plan to get rid of Pinkie.

As the two walked back out the library Midnight addressed the angry mob.

“Listen up.” Midnight announced. “I have a plan to fix this, so every pony go on home.” Midnight said before turning her attention Applejack. “Applejack, can you and your family round up all the Pinkies and have them all gathered at town hall.”

“Sure thing, Midnight.” Applejack said agreeing to her request while heading back to Sweet Apple Acres to fetch Bic Macintosh, Apple Bloom, and Winona.

“In the meantime, Rarity and Fluttershy, you’re with me.” Midnight told the two turning her attention to them as the crowd disperses. “I will need your help as well.”

“Okay.” Fluttershy nervously began while hesitating. “But um, could take a few minutes to check up on my animals at my sanctuary? I’ve had Rainbow Dash watch over them because of the multiple Pinkies’ hopping around and I want to make sure they are okay.” Fluttershy shyly asked.

“No problem” Midnight complying with her request without second thought. “Just meet us up at town hall, Okay?”

“Got it.” Fluttershy said relieved that Midnight is being very understanding of her needs before heading off on her own.

Midnight, Spike and Rarity make their way to town hall and once inside Midnight turns to the two’s attention.

“What’s the plan?” Spike asked.

“We are going to give Pinkie a test.” Midnight answered.

“What kind of test, darling? Rarity questioned.

“Watching a wall of paint.” Midnight answered as she painted a wall with purple paint.

“But why?” Rarity asked again.

“Well, when you think about it, what’s not fun about paint?” Midnight answering her question with another question.

“Watching it dry!” Rarity said realizing what angle Midnight is going at “Because the fake Pinkies wouldn’t be able to keep still the whole time.”

“Correct!” Midnight said “And the real Pinkie will stay still no matter what.”

At that moment the door to town hall opened causing the three to leave the room with the board and figure out who it was. It was Fluttershy who entered the room.

“Everything is all set. We are now just waiting for Applejack and his family to arrive with the Pinkie’s.” Midnight told everypony gathered in the shed.

At that moment they heard chanting of the word “fun” as it grew louder.

“That must be Applejack.” Midnight announced as the door immediately opened and filled the entire barn with the Pinkie’s as they continued to chant their favorite word in a disorderly fashion and bounce all over the place.

“Oh, give it a rest.” Applejack mentioned in an annoyed tone with their antics.

Midnight looked over at the others and nodded. Then, she faced all of the bouncing flashes of pink.

“Welcome, Pinkies, welcome. Please have a seat and make yourselves comfortable.” Midnight paused, patiently waiting for them to do so, but they obviously weren’t paying attention. “Okay, I suppose you can't be comfortable staying in one place, but have a seat anyway.” After waiting a fair few seconds, she grew an irritated frown that stretched across her face as the Pinkies continued not to listen. “Sit down” Midnight shouted, catching every one of their attention and immediately sitting them down as Midnight shifted back into her calm and collected tone.

“Now, I suppose you’re all wondering why I’ve gathered you all here today.” Midnight told the multiple Pinkies focusing their attention on her.

“For fun?” One of the Pinkie clones guessed.

“No, just the opposite, actually.” Midnight answered as she smiled.

“Wait, I’ve got one more!” The voice called out as the door suddenly opened again, revealing Rainbow Dash as she carried in a very depressed Pinkie. “I found this one poking at the ground with her hoof and drawing frowny faces.”

“Have her come sit with the others.” Midnight told her seeming as to be unaffected by this particular Pinkie’s behavior. Midnight gets a good look at this Pinkie and could tell that she is the real Pinkie as she smiled as her plan is falling through as Rainbow Dash merely lowered her hooves and dropped her towards the ground.

“Pinkies, you’ve been brought here to take a test.” Midnight continued to address every Pinkie.

“Awwww!” They all exclaimed and groaned in disappointment, covering their faces with their hooves and throwing back their head.

“Don’t worry; it’s a simple test, about as simple as they come, and whoever passes gets to stay.” Midnight assured them as this statement caused all of the duplicates to look at each other and respond with “huh” and shrugs. “Curtain, please.” Midnight instructed Spike, who pulled down the rope and raised the curtain. Rarity and Fluttershy had walked towards the back of the board to push it forward. “The test will be watching paint dry!” This caused the other Pinkies to return gasps of horror, as if this could actually kill them…well…technically it could send them back to wherever they came from…”On your mark, get set, go!” Midnight threw her hoof, signaling for them to start to which all of the Pinkies immediately leaned their head forward in order to keep their eyes on the paint.

“Ooh, this is so exciting!” Spike exclaimed, placing his claw into a bag of popcorn he was carrying and consuming some of it. However, after pretty much a long time of waiting, he decided to revoke his positive answer. “Okay, maybe not that exciting…” He added now sounding completely bored out of his mind

As Midnight waits for any Pinkie to make a move patiently, she looks and see’s the others reactions as Rainbow Dash looked at her watch. Applejack was sitting by her, looking tired as well. Every Pinkie looked to be struggling as they all purposely strained and focused their eyes on the paint. One Pinkie began rubbing her head nervously. Then, a bird chirped near the window.

“Oh, hey, look, it’s a birdie!” One of the Pinkie clones turned away from the paint and looked at the window as Midnight sends a beam of magic at her, causing her to inflate greatly and disappear into a mist, traveling out of town hall and back to the Mirror pond.

Midnight is taking great detail with a close trained eye carefully examining each Pinkie and made sure she is going to quickly take care of any that immediately fail should one bat an eyelid aside for a mere split second.

Another Pinkie clone turned her head to look at another Pinkie clone beside her.

“Watch me bounce and touch the ceiling!” She announced jumped up and bounced off the ground as Midnight immediately zapped the one watching.

Just as the Pinkie was about to touch the ceiling, Midnight zapped her causing her to disappear as well.

“Is that…is that a frog crossed with an orange?” One more clone asked as she looked out the window after hearing a frog croak.

“Cool!”

“Where?”

The two Pinkie clones eagerly asked as they joined her before being instantly vaporized by Midnight leaving eight Pinkies remaining at this point in the game.

“Look what I can do with my hooves!” Another Pinkie clone began, pulling out her hoof. She then brought up her right hoof and blew on it, somehow and weirdly causing the left hoof to grow fingers.

Unfazed by this weird display, Midnight quickly zapped them sending them back home.

“Betcha can’t make a face crazier than…” Another one of the Pinkie’s left spoke and turned her face away to mess with it “…this!” She turned back around to reveal a completely different face.

Still unfazed, Midnight zaps the two of them back home and continued to remove the rest, leaving only two Pinkies left at this point.

The two pinkies are staring intensely at the wall of wet paint. It was a very suspenseful moment. Each of them appeared to want to give up especially the real one more so. It also looked as if the wait was going to be long, especially since there were no more Pinkies to distract the last fake Pinkie. Each of the girls could only wait carefully and patiently as the both of them continued to stare in silence. Rainbow Dash, on the other hoof, seemed to be losing her patience while Midnight smirked at the real Pinkie seeing that she is about to crack until…

“Ugh, I can’t take it anymore!” Rainbow Dash groaned as she flew up and pointed in the direction of the window to her left “Some pony’s making balloon animals!”

“What? Where?’” the final fake Pinkie cracked as she responded eagerly.

Seeing that she has no choice but to send her back she zaps the final Pinkie clone with her magic sending her back to the Mirror Pond with silent and visible disappointment on her face.

“Pinkie, you can look away now.” Midnight told the pink pony smiling while hiding her contempt towards Rainbow Dash for unknowingly foiling her plan to get rid of Pinkie.

“I passed?” Pinkie Pie hopefully asked.

“You passed. You’re the only Pinkie who kept staring at the wall.” Midnight complimented.

"I had to. I just had to. I couldn't leave my friends, I just couldn't. But I guess sometimes I will have to choose between
them.” Pinkie said explaining her justification for doing so.

"I knew you'd be up to the challenge.” Midnight congratulated her.

"I’m me! I'm me! I'm me!” Pinkie Pie said with cheerfulness before turning her expression into a more worried one. “Or am I?” Switching back to her cheerful expression she confidently answered her own question. “Yeah, I'm pretty sure I am. “

“Well, now that that’s all over, we should block the path to the Mirror Pool as soon as possible, so this will never happen again to no pony.” Midnight told her and advised her to show her where she found the Mirror Pool.

After Pinkie had taken Midnight to the entrance of the Mirror Pool to block and hide it, she decided she would go help Applejack with the barn raising. Then, she spent some time with Rainbow Dash by the lake.

During this time Midnight thought to herself as her body glowed again

“So close there, but I learned a lot about her which will come in handy in the future. Perhaps for next time.” Midnight said to herself as she turned to walk away while reminding herself there will be more opportunities for her in the future.

When everything finally returned to normal, they all decided to visit Pinkie Pie at Sugarcube Corner, who was writing a letter to Princess Celestia. In front of the shop, we spotted her standing by the door with Spike, who had just sent the letter.

"Hi, Pinkie Pie. We were thinking we should go out and celebrate.” Midnight pleasantly told her.

"You up for some wheelbarrow races?” Applejack added with an offer.

"Or I could take every pony on a cloud ride!” Rainbow Dash added with her offer.

"I could throw a party with punch and zesty cucumber sandwiches!” Rarity also offered before getting excited with her own suggestion. “Ooh!“ She added as she waved her hooves excitedly in the air.

"You wanna know exactly what I feel like doing right now? “She responded sounding tired as she backed away. Once she was in the shop, she fell towards the floor on he back and sighed, beginning to snore immediately as her right back leg twitched.

"That looks like fun. “ Fluttershy voiced her approval of the idea after every pony observed Pinkie Pie for a moment.

This caused every pony to laugh including causing Midnight to chuckle herself as Fluttershy unknowingly made a sarcastic remark about her.

"Oh, Pinkie.” Applejack said as Midnight grabbed the doorknob with her magic and closed it letting her rest after Pinkie went through a day of hardship that nearly cost herself her friends and her life but satisfied with herself seeing that she herself managed to prevail in the end.

Chapter 4: One Bad Apple

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Chapter 4:

One Bad Apple

Midnight is at the café again reading her book while enjoying lunch consisting of hay fries and a flower sandwich. She is currently reading about new spells and fighting tactics while reading a flyer about the upcoming Summer Harvest Parade. that every pony in town is going to gather together to watch as the ponies who created floats show every pony the float of the very fruits that represent the festival throughout the parade ride.

As she was reading, Apple bloom, Scootaloo, and Sweetie Belle come walking up. Midnight looking up from her book sees the girls dripping wet as they were draining water towards the grass getting the older mare’s attention who reacted with surprise.

“Girls…? What happened?” Midnight asked concerned as she put her book down and walked up to the girls and lead them out to a more private area so they could talk.

“Um…we…uh…we” Sweetie Belle tried to explain while hesitating. “You see…we…um…we…h-have…a” Sweetie Belle struggled to put into words while tearing up. “We…have…a” Sweetie Belle tried to say but then immediately began crying after giving up on trying to explain their problem.

Midnight responds by placing her hoof on Sweetie Belle and bringing her in for an embrace. “There, there, it’s okay.” Midnight said as Sweetie Belle touched by this gesture wrapped her little hooves around her chest tightly, burying her face onto Midnight’s coat where she sobbed her heart out into her fur.

The other two girls continued to look at Sweetie Belle sadly as the three of their manes were still soaked and drenched somehow. Scootaloo lowered her head to the ground and then finished what Sweetie Belle was trying to say before breaking down by looking at Midnight. “What she’s trying to say is… We have a bully…”

“A bully?” Midnight questioned, “Who?” she asked while patting Sweetie Belle’s back softly with her hoof.

Appleboom spoke up “It’s my cousin… Babs Seed.”

“…Your cousin…?” Midnight questioned, confused and somewhat angered at the thought of a family member doing such a thing.

Apple bloom nodded her head. “She been botherin’ us the whole time she’s been here. I didn’t want to talk to anypony about it, because we didn’t know who turn to.”

“Well I can tell you right now that you did the right thing coming to me about it.” Midnight reassuringly told the three young ponies as she uses her magic to instantly dry the three filly’s coats.

“We did?” Apple bloom asked sounding surprised.

“Yes” Midnight replied and looked at Sweetie Belle, who has now calmed down from her crying.

“So tell more this Babs Seed, the pony you are dealing with.” Midnight asked.

“She’s my cousin.” Apple bloom answered. “She came to town a few days ago. We tried initiating her to the Cutie Mark Crusaders, since she didn’t have her cutie mark of her own, but she didn’t seem interested.”

“When we showed her our float for the Summer Harvest Parade,” Scootaloo added. “Diamond Tiara and Silver Spoon started calling her the new ‘blank flank’. Apple bloom was defending Babs Seed, but she joined the bullies’ side and bullied us! Ever since then, she’s never left us alone! We tried avoiding her, but we ended up getting our clubhouse stolen! We don’t know what to do!”

Midnight took a minute to let this sink in, after thinking while containing her fury at the thought that family would do that family she finally spoke,

“If there’s one thing one know about bullies, is that bully others because they feel insecure about themselves. They do this just to make themselves feel good just by taking out their problems on others.” Midnight told them.

“How would you know that's how bully's do and act like that?’ Apple bloom asked the knowledge unicorn.

“Well, I have seen this happen back when I was growing up. Before I left home, I’ve had a few friends who were bullied by others who had their insecurities and unable to stand up to them because they didn’t have a backbone to do so.” Midnight explained while looking aside with bitterness on her face. “It took me sticking up for them in order for them to back off. Sometimes there are times where even I don’t understand why they think it’s fair for bullies to treat other ponies like that.” Midnight said while turning her eyes back to the girls.

“So, are you saying that we should fight back if we want her to stop bullying us?” Sweetie Belle asked trying to understand Midnight's advice.

“Correct! Show them that you’re not going to stand be bullied anymore.” Midnight answered encouraging them to do it. “Fight if necessary. Bullies only pick on you because they see you as an easy target who will give into humiliation. They won’t stop until you stand up for yourselves. Although I would also consider talking to an adult about the situation I doubt they’ll be much help other than giving them a slap on the wrist.”

“Thanks, Midnight!” They all thankfully exclaimed as they dashed away.

Midnight seeing the girls run off in the distance smirked succeeding in giving them advice to stand up for themselves and looking forward to what they plan to do now.

On the day of the parade she joined up with the others girls so we could all watch the parade together while at the same time I wondered what payback the girls have in mind for Babs Seed.

At that moment Applejack joined back up with the group with a smile on her face.

“Everything all right?” Midnight asked.

“Yep, everything’s fine. In fact, the girls were so nice and sweet, they let Babs Seed ride in their float.” Applejack said sounding very proud of the three girls.

“Really?” Midnight intriguingly asked hearing this. She correctly figures that this is their plan to get back at her.

“Looks like I am teaching them something after all.” Midnight thought to her herself as she smirked looking forward to seeing their retaliation prank in action.

The floats were now beginning to pass them, all representing fruit from the harvest. As the band marched, each playing their own instrument, their music and notes flowed throughout the whole area loudly, making everything but their sounds inaudible.

Unexpectedly, Midnight heard her name being called out, “Midnight! Applejack!” She turned her attention to the front of me, seeing Apple bloom, Scootaloo, and Sweetie Belle. They appeared to be highly in distress and panic. “Quick you have to—"

However, the band passing by was clearly making their voices unhearable in volume, and nopony could barely hear a word they were saying.

“What?” Midnight asked trying to hear the girls clearly.

“Quick you have to help us--"

“What?” Midnight asked again due to the horns and pounding of the drums drowning the sounds of their voices.

Apple bloom looked very annoyed by the band blocking her voice, so she jumped into the air and screamed out loud. “We booby-trapped it!”

However, the band had already finished passing the area, so Apple bloom’s statement was audible by every pony around us, causing them all to look at her. There was an immediate awkward silence.

“Babs, bully, payback!” Scootaloo quickly shuffled her hooves. “No time to explain!” They all ran towards the direction of the floats.

Midnight quickly followed after them trying to keep her eyes on the three fillies but the crowd was blocking most of her view.

Midnight was able to catch sight of them maneuvering past floats that were slowly moving. They had to stop, due to another float blocking their path. This made them cut through the crowd and begin running. Midnight spotted them and quickly began to ran them. As they moved, they were bumping into the crowd, dropping their popcorn and other snacks they were holding.

“Oof, My popcorn!" A bystander complained.

“Sorry!” Applebloom apologized.

“Scuse me! Ah, whoops.” Scootaloo told the nearby ponies in the same apologetic tone as she squeezed and rushed by the ponies.

Using quick thinking Midnight used a teleportation spell to transport herself past the crowd where she saw them chasing after a lettuce float.

“What are those three doing? They thought about getting payback and now they decide last minute they changed their minds?” Midnight thought to herself as she teleported side by side next to the lettuce why trying to comprehend what they are doing and why they are having second thoughts at the last possible moment.

Trying to keep pace with the floats, the float Babs Seed was on suddenly thrusted towards the side, impacting the lettuce float and throwing it off course causing Midnight to quickly teleport a safe distance away behind the floats.

Midnight quickly sprinted towards the lettuce float as she heard Pinkie exclaim.

“Veggie salad! Veggie Salad!”

The lettuce bumped onto a hay and lost complete control. The entire float was broken which is now just many lettuce leaves on the grass.

“Girls” Midnight exclaimed as she ran up towards the lettuce as Pinkie, Apple bloom, Scootaloo, and Sweetie Belle all popped up from the lettuce. “…Are you all okay?”

“Veggie salad.” Pinkie announced cheerfully, presenting the lettuce in front of her before immediately beginning to chomp on the lettuce.

“Seriously?” Apple bloom commented in an annoyed tone as they all dashed away, not seeming to notice Midnight wondering what is going on.

“Girls, wait!” Midnight yelled as she quickly purses after the girls.

“Hey! Don’t leave me!” Midnight heard Pinkie yell out behind her, who didn’t have time to stopas the party pony began laughing. “Leaf me!” She joked as Midnight paid no attention to her puns seeing that now is not the time for that.

Just as the apple float was not arriving at the turn site, it itself began swerving out of control, knocking bales of hay away from the course.

“Babs! Babs!” Apple bloom cried out.

The float now completely missed the turn and jumped off the course, heading down the steep cliff. Arriving, but not stopping, at the cliff, Midnight noticed the girls push Babs Seed out of the float. She was knocked into a bush, landing safely. However, the girls were the ones in deep trouble now.

“Why did they do that? Isn’t that what they wanted in the first place?” Midnight wondered to herself.

Midnight then heard Applebloom shout “Oooh, sweet applesauce!” as the float fly off the cliff and down towards the mud and crashed at the bottom of the lake.

Midnight quickly stopped at the edge of the cliff and looked down to make sure they were okay.

Sure enough, the girls emerged out fine from the float but are now covered in mud.

Midnight quickly ran down the hill with Applejack and Babs Seed close behind as the other girls having arrived on the scene look on in worry.

“Are you three okay?” Midnight asked with concern in her voice as she helps the girls up.

“We’re fine” Applebloom glumly answered.

“No sweat” Scootaloo answered in the same tone as Applebloom knocked mud out from her ear.

“After I’ve been so mean to you, you saved me!” Babs said clearly astonished by their act of heroism after everything that has happened.

"Me, too." Midnight said to herself in the same tone as Babs Seed as she too could not quite understand why the girls were saving someone that’s been bullying them and initially tried to seek payback against her only to back off at the last second as Applejack could only give an expression of confusion as she didn’t know what was going on.

“Um, about that…” Applebloom sighed.

“Hold on y’all.” Applejack interrupted. “I want to know what all this was about, but we first we gotta get you girls here tided up.”

With her statement said the conservation ended up being held off as Applejack led the girls to Sweet Apple Acres where she would wash off all this mud they had on them.

Midnight having tagged along decided to help Applejack out with getting the girls all cleaned by getting a huge wooden tub where Applejack would fill it with soap and water. While Applejack left to retrieve towels for the three, Midnight stayed to rub bath soap on the girls to make sure their manes were sparkling clean where the girls continued their conversation with Babs Seed.

“I don’t get it! I saw it all happen! You pushed me out just when the float was about to head into the lake!" Babs Seed exclaimed still stunned by what they just did.

“Except… we were the reason it was headed into the lake.” Scootaloo explained as Applejack arrived back with a towel in her mouth.

“We booby-trapped the float” Sweetie Belle added causing Babs Seed to react with surprise at this revelation.

“Y’see Babs, we were tryin’ to get you back for bein’ a big bully…” Applebloom held Babs hoof in an apologetic manner as she got out of the tub with a towel on her back leaving Babs to look away in guilt.

“But then Applejack told us about how you were being bullied back in Manehatten.” Scootaloo added as Babs Seed covered her flank with her tail in shame.

“So that’s why they did it.” Midnight thought to herself at this revelation sounding surprised at this new development coming to light.

“And we figured out you were just doing it to avoid getting picked on in Ponyville.” Sweetie Belle combined her sentence with theirs. “But, by then… we were the ones being bullies. And…” She placed her hooves to her head in frustration. “Oh, why does life have to be so ironic?!” She yelled out loud, pouncing her hooves to the bath water causing it to make a splash as Sweetie Belle walked up out of the tub to stand side by side with the other crusaders.

“Guess what we’re trying to say is…” Applebloom began.

“We’re sorry.” The Cutie Mark Crusaders apologized all together.

Babs blew the hair strands from her mane away from her face as she spoke up.

“I’m sorry too.” She apologized as well.

Applejack sighed and trotted over to them “Y’know this all could have been avoided if y’all just came to me in the very beginning.”

“About that” Midnight spoke up stepping forward to confess. “I feel like I’m at fault on this too.“

Hearing this leaves Applejack surprised wondering what she meant by that.

"What do you mean, sugarcube?" Applejack asked her wondering what involvement she had in this.

“They came to me and spoke to me about their problem, so I told that most of the time, you have to fight and stand up for yourself, because usually adults don’t do much about it. Not saying that you wouldn’t have done anything Applejack…” She responded as she looked away in shame. “It’s just that’s the way I’m used to dealing with this problem when growing up and defending my friends back at home or at least former friends now.”

Applejack placed her hoof on Midnight’s shoulder in an understanding manner. “I understand, Midnight, and I’m sorry to hear about your broken friendship. In most cases, that is true… But…” She looked over the little ones. “Now you all know what to do if this happens again, right?”

The three little girls nodded their heads in agreement of what they will do going forward.

“So…can we… start over?” Babs Seed offered.

“Definitely!” Applebloom accepted, placing a hoof on her shoulder.

“Yeah!” Scootaloo raised her hoof for all of them to place together.

Sweetie Belle and Apple bloom joined, but Babs Seed looked hesitant. The three fillies looked over to her, waiting for her to join in as well. Babs Seed was surprised, placing a hoof on herself. The girls nodded, allowing Babs to place her hoof in the bond as well.

“Wait!” Applebloom exclaimed. “Does this mean you’ll join the Cutie Mark Crusaders?”

Babs Seed only responded with a light nod and smile.

“YAY!” The three of them exclaimed together. “Cutie Mark Crusaders Initiation!” With that the girls quickly made their way to their clubhouse while Midnight and Applejack followed after them walking up to their clubhouse.

During the walk over Applejack asked Midnight “So what happened between you and your friends?”

“Well…Long story short...” Midnight started a little reluctant on sharing her past. “We had an argument after they walked out on me for trying call out our leader’s poor decisions that led to an attack that nearly doomed my hometown. Even though I saved every pony, I was left very bitter and resentful at them for letting me down when I really counted on them the most. Then I left and never saw any of them again. Ever since that incident my faith in friendship and trust hasn’t been the same since.”

“Really?” Applejack inquired realizing that their fallout was similar to her and her friend’s falling out with Twilight before her death. “I’m sorry to hear that and if it’s any comfort if given the chance and you let forgiveness into your heart you’d probably have your faith in the ways of friendship back into your heart allowing you to make up with them." Applejack honestly and sympathetically advised. "While it’s too late for us it’s not too late for you.” Applejack said with a supportive smile.

“We’ll see.” Midnight said while sounding still doubtful of that possibility.

They walked up to their clubhouse just in time to see them finish the initiation.

“Babs?” Applejack called. She looked back, wearing one of the Cutie Mark Crusaders cloak as well. “Go get your things. We have to be at the train station to take you back to Manehattan.”

“Aww.” The other girls expressed wanting to spend more time with her but acknowledge that all good things have to come to an end.

“Don’t worry.” Babs assured the three. “I’ll continue the Cutie Mark Crusaders back in Manehattan. It’ll feel good to have friends I can relate to instead going through stuff alone.”

“That sounds amazin’!” Applebloom exclaimed.

The Cutie Mark Crusaders and Babs Seed then make their way to the train station accompanied by Applejack and Midnight as they all manage to get to the train station minutes before Bab’s train arrives.

“So you promise you’re gonna start our Manehatten branch of the Cutie Mark Crusaders, right?” Applebloom asked her.

“Yeah, and I promise to keep talking to my big sis about the teasing back home.” Bab Seed responded as she stood by her suitcase in front of her train.

“Good.” Applejack stated as she and Midnight walked towards them. “And if you have any problems, we’ve got your back too, y’hear?” Applejack placed her forelegs around the fillies.

“That’s right.” Midnight announced, surprising them a bit. “If I could offer some advice…” Midnight said directing her attention to Babs Seed. “It’s good to talk to your big sister about bullying, so you don’t feel alone. But next time some pony tries to put you down, stand up for yourself." She started as she leaned down to Babs eye level. "Show them that you’re not going to take any more of their teasing. Use the strength you used for bullying and place it into defending yourself this time. When they see that you’re not going to tolerate it, they’ll leave you alone. Worst case scenario is they get some pony else to do the dirty work for them, but I’m sure you’ll be able handle anything they throw at you. Understand?” She advised the young girl and asked if she got her message.

“Yes.” Babs Seed nodded, forming a soft smile. ”Thank you.”

At that moment, Diamond Tiara and Silver Spoon arrived behind them.

“So you’re leaving, huh? Great! Now we’re stuck here with these lame blank flanks.” The girls taunted as the Cutie Mark Crusaders all form angered and hurt glares, especially Sweetie Belle who was looking teary once again as the symbol on her cloak fell off.

Seeing this as an opportunity for Babs, Midnight sent Babs a smirk. Babs looked back at her, as she nudges at her. Midnight motioned her head towards those mean fillies while glaring at them, signaling her to try her advice out. She received the message and proceeded to act upon it.

“Hey! That’s not how you talk to my friends!” She exclaimed confidently as she walked towards them.

“F-friends?” Silver Spoon stuttered.

“Yeah, you got a problem with that?”

“Well, what if I do? What are you gonna do about it?” Diamond Tiara tried to counterattack, but Babs kept a straight face as she faced them and grinned mischievously.

“Tell your mothers about your bad attitudes!” Babs retorted as she moved a few steps towards them, causing them to back away.

Diamond Tiara shook her head as Silver Spoon pleaded with shaky hooves, surprisingly. Babs Seed leaned her head forward, scaring them into tripping over the platform and into a mud puddle. Babe trotted back over to us and knocked her hooves with Applebloom, Scootaloo, and Sweetie Belle, climbing aboard the train after.

Midnight approached the two girls in the mud as she took her turn to say a few words to them.

"And if I you were, I’d stay away from those fillies because if I hear about you two bothering them again, well…” Midnight threateningly said as she lighted up her horn and releasing a menacing grin “Let’s just say you’re just hurting yourselves.” She concluded as she pops up a statue resembling a pony before blasting it with her magic leaving both girls terrified by the implied threat run for their lives presumably back home where they belong.

“That ought to teach them.” Midnight said to herself with a devious smirk as she joined back up with the others.

“I sure gonna miss that bad seed.” Sweetie Belle mentioned, confusing Applejack.

“Bad seed? I thought y’all were friends now?” Applejack questioned as they waved to Babs on the train clearly not telling that she was telling a pun.

“No, see, first we called her ‘bad seed’ as in actually a bad seed, but now she’s bad as in good.” Sweetie Belle explained to clarify the pun. “Get it?”

“Yea-no.” Applejack’s sustained answer caused the Cutie Mark Crusaders to laugh as the train now left Ponyville.

“I do.” Midnight chuckling a little getting the joke. “Hench the irony of her name.” She added causing the girls to laugh even more when they saw she managed to further add on to the joke.

Even though things didn't go quite according to plan, Midnight is still pleased to see that she is able to help young fillies who help by giving them worthwhile advice and in the end things turn out well as she helped all four of them a valuable lesson while putting Diamond Tiara and Silver Spoon in their place.

Chapter 5: Magic Duel

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Chapter 5:

Magic Duel

One rainy night, in the woods a hooded mare walks through a dark alley where she meets and comes across another cloaked pony. The pony with a gray cloak reveals herself as a blue female unicorn with a little blue mane with a couple magic stars and a magic wand for her cutie mark, Trixie.

“Hello, May I, the Great and Powerful Trixie ask what you are doing here and what you want.” Trixie asked showing no fear to this mysterious mare.

The other cloaked mare wearing the dark purple cloak simply replied.

“What I’m here for is to give you an opportunity to get revenge on those who have humiliated you in the past.”

Trixie thinking that the ponies in question is Twilight Sparkle and her friends eagerly jumped at the call yet unaware of what happened to Twilight herself.

“If it’s revenge on Twilight Sparkle and her friends then I’m in.” Trixie replied with an eager smirk.

“Excellent!” The mysterious mare said pleased at her response seeing it didn’t take too much to get Trixie’s help in the job she had in mind.

“So what’s the plan?” Trixie asked.

“The plan is you’re going to take over Ponyville and prove yourself as the most powerful unicorn in town.” The masked mare explained to her.

“And how do I do that, for even Trixie knows that Twilight is more powerful than me, more than I wish to admit.” Trixie questioned while begrudgingly admitting when she has met her match when it comes to her magic.

“With the power of an alicorn amulet that is said will greatly enhance your magic abilities.” She answered.

“And where can Trixie find this amazing amulet?” Trixie inquired wondering how she can obtain this great source of power.

“There’s a marketplace right around the corner…” The mare informed her while giving her a bag of gold coins. “With the right price, you will definitely get it.” Trixie nodded as she understood her instructions. “Just remember this; in case the plan doesn’t work I need you to meet me back in the Everfree Forest with the alicorn amulet in hoof because I would like to personally ensure it is under the right hooves. Got it?” She added making sure Trixie understands the plan.

“The great and powerful Trixie gets it crystal clear.” Trixie responded confidently as headed towards the direction of the marketplace. Once out of her sight the masked mare removes her cloak to reveal herself as Midnight who smirks as she secretly follows her to the shop she referred her to.

After Trixie successfully gets the amulet and places it around her neck. Midnight walks in as soon as Trixie is out of sight.

“Hello.” The shopkeeper greeting Midnight who is now wearing her cloak to cover her face. “Can I help you with something?” He asked only to be suddenly grabbed by the throat wrapped around by Midnight’s dark magic.

“The money your most recent customer gave you!” Midnight demanded in a calm and chilling tone.

The shopkeeper fearful for his life quickly complies with her demands by giving her the bag of gold coins she had Trixie give him.

“And remember this, you should never sell dangerous artifacts to those who can’t control it and because of you, Ponyville is under danger.” Midnight continued in the same calm and threatening tone.

“I’m sorry!” The shopkeeper said fearfully, “It will never happen again, I promise! Please, don’t kill me!”

“Oh don’t worry, I won’t kill you… this time that is.” Midnight told the terrified shopkeeper coldly “As long as you never say a word about this to anyone ever again.” Midnight added while threatening him with dark magic formed into a sword aimed just an inch away from his throat. “Got it!” she concluded.

The shopkeeper nodded in agreement and Midnight teleported himself out of the area while casting a memory spell to erase his knowledge of the Alicorn Amulet with her magic.

The next morning, Midnight was reading her book where Spike burps up a letter which he opens Spike reading it sees it is from Princess Celestia who reads it to Midnight.

Dear Midnight,

Your magic and skills have greatly improved ever since I took you under my wing.

As you know I have been chosen to provide the entertainment for the delegates from Saddle Arabia. And I would like you to provide the entertainment.

If they like what they see they will spread word that Equestria they will see how much of a wonderful student I’ve taught with really impressive talent and would convince them to recommend ponies to travel and reside here in Equestria. So can I count on you to put on show they’ll never forget?

Sincerely, Princess Celestia.

Midnight thought about this for a minute and then turned to Spike with her mind already made up.

“Spike, take a letter.” Midnight instructed Spike.

Spike got a blank scroll and quill pen at the ready as he wrote down as Midnight speaks.

“Dear Princess Celestia,

I have thought about what you asked and I have decided, Yes, I’d be honored to put on a show for your special guests from Saddle Arabia and I promise you it will be a show they will never forget.

Look forward to seeing you again and meeting the delegates.

Respectfully and sincerely, Midnight.”

With that Spike blows fire onto the message sending it to the princess to confirm Midnight’s answer to Celestia’s question.

“Well Spike, time to get to work, because we’ve got a show to prepare for.” Midnight said confidently.

“Great, how do we start?” Spike asked.

“By practice performances with Fluttershy’s critter friends.” Midnight answering Spike’s question.

Later that day the two went over to Fluttershy’s cottage where Midnight approaches Fluttershy about the news she received from Princess Celestia and asks for her permission to use magic on her animal friends for the main attraction of the show which she is very reluctant to agree to out of over-concerned fear they could get hurt.

“Don’t be scared, little friends.” Fluttershy told to her critter friends “Midnight is wonderful with magic.” as Flutterhy turns to Midnight to address her she gets into her face threateningly with a threatening tone. “Anything happens to them, so help me…”

Midnight unfazed by her threat uses her magic to move her out of her personal space as she calmly spoke and interrupted her.

“Don’t worry, Fluttershy, my magic has gotten a lot better since in moved into Ponyville and before then I was already a wizard of magic.” She confidently told her.

Fluttershy calming down sighs as she speaks.

“Of course you are good with magic. Actually you are great with magic. I guess I just don’t want my little friends to be scared.” Turning her attention to her critters as she sweats nervously. “Oh look how scared they are!”

The critters smile actually unafraid of being part of Midnight’s magic act on the contrary to Fluttershy's claims.

Midnight placing her hoof on Fluttershy’s back reassuringly said.

“I promise you Fluttershy, nothing bad will happen to them.”

“I know.” Fluttershy answered even though she is still very nervous.

Focusing herself she readies her magic with her aura surrounding the critters as Spike looks on in interest.

“Stop! Stop!” Fluttershy nervously exclaimed as she buries her hooves to her face and her knees falling to the ground “They can’t take it!”

Midnight briefly catching her attention at this silently says to herself “Uh, okay?” before proceeding with her practice act. Using her magic to lift the critters up into the air and up and around into circles in the air as Midnight turns her head to the side and Fluttershy nervously bites her nails off.

Midnight then turns her head to the other side sends the critters fly up which causes Fluttershy to still look on nervously, as Midnight now uses her magic to send the critters in through a figure eight loop.

“Midnight, that look’s amazing.” Spike exclaimed as Midnight maintaining her confident expression and not breaking a sweat puts them all down gently as the critters gathering around her jumping up and down wanting her to do it again eagerly.

“That’s all for now little ones.” Midnight politely told the critters. “Maybe we can practice again if Fluttershy says it’s all right.” Midnight added as turned to Fluttershy who is still on the ground covering her eyes in fright.

“Your magic has really improved since you came to Ponyville, Midnight. Princess Celestia is going love it” Spike complimented.

“Thanks Spike." Midnight responded acknowledging the compliment. "I have to be at my best when Princess Celestia arrives with the delegates from Saddle Arabia. I can’t believe she is trusting me with the entertainment.” Midnight added acknowledging of how far she has come under Princess Celestia's teachings.

At that moment Rainbow Dash flew which Midnight was quick to stop her with her magic freezing her just inches away from her magic.

“Geez, what is with you ponies getting in my personal space all the time?” Midnight told Rainbow Dash in an annoyed as she moved him a good few feet away from her with her magic.

“Midnight come quick it’s an emergency!” Rainbow Dash spoke while still frozen by her magic.

Hearing this means than her plan is in motion and that Trixie has arrived as Midnight narrows her eyes forming a calculating expression.

After unfreezing Rainbow Dash who continues flying in place the three rush down to town to witness the commotion and to see Trixie using her new magic on Rarity making her appear with a dress on her body subjecting her to the pain of fashion emphasizing her pain with a gasp.

Once they approached the crowd gathering around Midnight ducks out of sight to hide behind the crowd.

“You beast! This shade of brown should only be used for accents!” Rarity exclaimed as she fainted while being caught by Applejack before falling and hitting to the ground.

“Come on, Applejack. We’ve got to get her into a nice, soothing pink. Stat!” Pinkie Pie said as she walked by Applejack’s side.

Seeing this Midnight rolled her eye saying to herself. “Oh no, not the drama and fashion queen. Help. Somepony help us.” in a sarcastic tone before stepping forward.

“As I the great and powerful in Ponyville enjoy this, where is the mare I truly seek? Where is Twilight Sparkle?” Trixie asked.

“Oh you haven't heard?" Midnight asked stepping forward.

“I'm sorry who are you?” Trixie asked in confusion at the sight of Midnight before getting a close look at her before smirking. “Ah, just the pony I wanted to see.” She said as her eyes glowed scarlet during the second she finished her last sentence.

“You and I have some unfinished business. My magic’s gotten better since I was here last.” Trixie continued while walking towards Midnight to meet face-to-face. “And I’m going to prove it! Me and you, Winner stays, loser leaves Ponyville forever!’ She said as her eyes flashed red once again.

“You’re on” Midnight replied causing the others to gasp in shock to Midnight’s response at her for making a deal like that with her right on the spot.

“Excellent.” Trixie responded “If I lose, I won’t set hoof in Ponyville again. But if you lose, you’re the one banished from this one-horse town!”

The girls responded with gasps again.

“Fine by me.” Midnight casually replied unfazed by the threat. “And besides why would I back out and run when you’re exactly where I want you.”

The girls gasp again for the third time in response to Midnight’s responses finding unlike her to make risky deals like that.

Midnight ignoring the girls begins narrowing her eyes at Trixie who in turn narrows her eyes at Midnight.

Trixie contained a defiant expression knowing that she was going to win, while Midnight continues to remain unfazed about the whole ordeal.

“Draw!” Trixie shouted, shooting her magic towards a nearby cart that was full of crates and barrels.

The cart was headed towards a group of ponies, initiating them to run. However, one of them tripped and could only stare at the cart headed straight towards her. Fortunately, Midnight managed to grab a hold of the cart and place it down from her while keeping her calm and bored expression.

Trixie then used her magic to lift up several pies so she can pelt them with Midnight. Still keeping the same expression she casually made a parasprite appear with her magic, who quickly widened his mouth and consumed all of the pies, burping up another parasprite. Midnight quickly sent them away before they could continue.

At that moment, a large cloud hovered over every pony and bombarded them with snow. Midnight managed to simply melt it all off, shaking her mane completely dry.

Midnight would then counter-attack by forming a mustache on Trixie’s snout causing the other girls to release laughter.

Trixie responds by causally bringing out scissors and snipping it cleanly off her.

“That at you got?” Midnight asked unimpressed and still bored by Trixie’s magic.

“Snips, Snails, step forward! Trixie ordered.

“Wh- what is it, oh Great and P-P-Powerful Trixie?” They inquired as they knelt before her, now in fear as Snips laughed nervously.

Trixie affected them with magic, causing them to levitate from the ground for a short moment until they fell back, revealing that both of their ages were affected. Snips was a baby and Snails was an elder one. Snips cried fiercely as Snail’s hooves shook.

“An age spell?” Midnight inquired, now pretending to be highly surprised. “But- how could you do an age spell? That’s only for the highest level unicorns!”

Trixie rubbed her necklace and looked at Midnight with confidence smeared all over her face. “Well, Midnight? Give up?”

Midnight sighed but decided to give it a try, grunting and focusing her magic on the two.

She tried her best, but it was no use, as the magic on her horn was fading away until it finally halted. She released a breath and fell to the floor.

“Trixie is the highest level unicorn!” She stated and laughed at Midnight’s defeat. “And now it’s time for you to leave Ponyville! Forever!”

At that moment the other girls stood in front of her to protect her after refusing to let Midnight to be kicked out of town.

“That’s enough, Trixie!” Applejack exclaimed in defense.

“You proved your point, but you can possibly expect Midnight to leave Ponyville!” Rarity added

“Girls.” Midnight calmly interrupted “It’s all right. A deal is a deal. I knew what I was getting myself into when I agreed to the terms.” The girls are again left surprised by this response as Midnight faces Trixie.

“Well done, Trixie. Enjoy it while it lasts because your rule won’t last long.” She calmly responded having accepted defeat as Trixie using her magic to hold Midnight up who is now crossing her arms defiantly then throws her towards the outskirts of town, causing Midnight to run after. When far enough from town, Trixie’s magic released her and bounced on the ground a few times.

Once Midnight stood up she saw a magic dome forming around Ponyville that is impenetrable so nopony could walk in or out of Ponyville without Trixie raising the barrier or canceling the dome.

“Perfect!” Midnight said to herself with a smirk as she heads into the Everfree Forest “Everything is going according to plan.”

She would make her way to Zecora’s hut where she greets the zebra who is sipping on her tea before explaining her the situation on hoof.

"Your tale of woe upsets me so.” She said as she sips her tea. “No wonder you're dour. It's an abuse of power!

"I don't know what to do, Zecora.” Midnight said pretending to be unsure of how to handle this. “I feel like I've abandoned every pony in Ponyville. But I can't take her on horn-to-horn.”

"If you train with me, so good you'll be.” Zecora told her after she took after sip from her tea and put he cup down. “I’ll show you the way to make sure she won't stay.

"You'll train me in magic? Midnight asked sounding a little surprised at this offer despite what has happened and just after what she told her. “But she was doing age spells, weather spells, you name it!" Midnight added as she continued to remind her of what they are dealing with.

"When it comes to magic, it would be tragic if some pony licked me, especially Trixie.” Zecora told her reassuringly.

"You really think I can beat her?” Midnight asked with pretend uncertainty

"Mm-hmm.” Zecora replied confidently.

"Okay, how do we start?” Midnight asked willing to her what Zecora has to offer.

“Follow me and you will see” Zecora replied leading her outside to a pond nearby.

While Zecora was leading the way, Midnight took the time to secretly produce a magical orb with her magic that allows her to witness what Trixie is doing at town hall.

She is having Fluttershy and Rainbow Dash put up a banner of her masked insignia on it. She has the mayor caged. She has the Cakes pull in a chair made out of baked goods. She has Applejack making her applesauce and even going as far as using her magic to tickle torture her into submission. And last but not least, she has Rarity sew up the banners that Fluttershy and Rainbow Dash are putting up with the help of another Pegasus while Trixie watches the progress looking very smug and pleased with herself.

Midnight then puts the orb away using her magic to make it disappear pleased to see that her plan is still working as no pony can do anything about.

When they get to the pond Midnight gets stands in the middle of the water and then after taking a deep breath and closing her eyes, she focuses her magic to lift three orbs of water while Zecora observes while meditating and standing on one leg with her other lifted up.

“Ah, no noise, no sound, no din, no fuss must interfere with your focus. Unlearn what you have learned. Only then can victory be earned.” Zecora told her as she observes the progress.

As Midnight focuses her magic she manages to do so without breaking a sweat with complete concentration.

Just when she was perfectly relaxed, she ended up losing her focus upon hearing Fluttershy’ s voice causing her to drop the water and fall into the water.

When getting up and shaking her fur off dry, Midnight replied irritably and sarcastically “Oh hey Fluttershy. I see you managed to escape and find time to drop by. Perfect timing.”

“Sorry” Fluttershy apologized. “My bird friends dragged me out here after being volunteered by the others to come look for you.”

“So what's so important that you decide to show up and make lose concentration on my magic?” Midnight replied in a still sarcastic tone.

“If I may, shall we keep this at bay.” Zecora interceded noticing hints of irritation in Midnight’s voice “Let’s talk this down, about what is happening in town. Back to my hut is a must, in order to readjust.”

Zecora motioned Midnight and Fluttershy to follow her back to her hut where they continued their conversation over tea.

“Okay, Fluttershy.” Midnight said now completely calm as she sips on her tea. “What do you have on Trixie that I should know about?” Midnight questioned.

“Well, while were suffering from Trixie’s rule, we looked around the library and found out that necklace Trixie was wearing is an Alicorn Amulet.” Fluttershy answered after taking a sip from her tea.

“Really?” Midnight asked pretending to sound surprised. “That would make explain of how Trixie was able to perform those spells and how no pony else could.”

“The more she uses it, the more it will corrupt her.” Fluttershy added.

"Now that we know what we’re really up against, now we just need to figure out how to beat that amulet? Because I’m not sure about putting my magic against her with that amulet around her neck.” Midnight spoke as analyzes on what they are up against.

"Midnight, much work have you done.” Zecora responded. “You learned all of my lessons; all but one. If Trixie's tricks have you in a fix, you must nix your magic and use the six.”

"Nix your magic, use the six... Nix your magic, use the six! Use the six!” Midnight said then thinking of an idea. “That's it! And know I have just figured out how to do it. Thank you, Zecora. Now we'll need to get you back inside Ponyville, Fluttershy.” Midnight added as she addressed Fluttershy

Zecora nodded in response to Midnight’s reply as she grabs a quill and paper to write on. Once she finishes writing she gave it to Fluttershy. “Fluttershy take this back to the others, okay?” Midnight said “You all know what to do know from there.”

Fluttershy nodded in agreement and made her way back to Ponyville while Midnight prepares to trick Trixie as she creates a replica amulet by using a green doorstopper from Zecora's door and glued it together to a necklace. Once the glue was dry and settled she placed it around her neck.

“Good. Very good.” Midnight said with a smirk on her face. “This will do nicely. Shall we return back to Ponyville?” Midnight turning to Zecora who nodded and followed her as they began walking out of the hut and to the outskirts of town, where they approached the magic dome Trixie had created where she tapped onto it knowing this will get Trixie’s attention which proved true moments later as Trixie showed up with Snips and Snails pulling her bed towards them.

“This better not be another false alarm, or the Great and Powerful Trixie will-“Trixie started until she then gasps when she sees Midnight causing her to jump from her bed and walk towards her. "What are you doing here?” Trixie angrily asked her.

“I know about the Alicorn Amulet. I know you cheated in your duel.” Midnight simply answered.

“Cheated? Moi?” Trixie said faking innocence by placing her hoof to her chest.

“Yeah. And I thought you might wanna see what a real magical amulet looks like.” Midnight continued as she pointed towards the amulet around her neck. “Zecora gave it to me. It's from beyond the Everfree Forest, and it's way more powerful than your measly little Alicorn Amulet!”

"Ha!” Trixie scoffed at her words and proposal. “Nothing's more powerful than the Alicorn Amulet! And nopony's more powerful than the Great and Powerful Trixie!” She arrogantly added.

"Care to put your amulet where your mouth is?” Midnight challenged. “How about a magic duel you and me?

"You’re wasting my time? I already beat Twilight and she is a powerful unicorn herself.” Hearing this surprises Zecora hearing that Trixie is unaware of Twilight’s death.

"Ok, fine.” Midnight accepted her refusal as she turned away to leave. “But I guess you'll never see the totally awesome magic from beyond the Everfree Forest as well as seeing who really the most powerful unicorn in town is. Come on, Zecora.”

Hearing this got into Trixie’s head with the drive to accept Midnight’s challenge.

"Wait!” Trixie cried out getting Midnight’s attention as she used her magic to take down the force field and teleport to us. "Okay, okay, you're on!” She accepted.

Hearing this Midnight sends a look over to Zecora, both seeing that the plan is working.

"Spendid." Midnight replied with a satisfied smile as the three all head on over to town to have their duel.

Outside of Town Hall, Midnight and Trixie stood and faced off each other from a distance. Trixie glared intensely towards Midnight as thunder rumbled and lightning cracked in the sky. Midnight placed her hooves firmly on the ground. The rest of the girls were behind her.

“Let’s start with a simple age spell, shall we?” Trixie announced.

“Let’s.” Midnight confidently agreed.

“Snips, Snails.” Trixie called to them who both comply with her order even though they are terrified of her. When they were soon in range, Trixie used her magic to turn them into babies. They immediately began crying. “An oldie, but a goodie, ha” Trixie smugly commented. “Now let’s see what your charm can do.”

“No problem." Midnight calmly responded as she turns to Applejack and Rarity. "Applejack, Rarity? Could you help me, please? She called out to them.

“Huh?” They both questioned in surprise before complying with her request by walking towards the spot near the statue of Trixie while returning narrowing grins.

Midnight focused her horn as Trixie filed her hoof expecting Midnight to lose easily. Midnight then shot the beam of magic, creating a cloud of magic dust. When the dust was out of the way, Rarity and Applejack were immediately brought down to size, appearing their filly selves.

Trixie dropped her filer and her jaw when she saw what had just happened before quickly regaining her composure.

“…oh, ho hum. So you can do an age spell, big deal.”

Midnight released another beam and turned them back to normal. Midnight shot out another ray and turned Rarity into a filly again, having her stand gracefully on Applejack. Midnight shot out one more and turned Rarity back, but Applejack into an old pony. Finally, Midnight turned them back to normal.

“That’s…that’s impossible!” Trixie exclaimed completely shocked and astonished as if Midnight was able to do the impossible.

“That’s nothing!” Midnight replied as she could do better than that as she looked over to Rainbow Dash, nodding her head. Midnight fired her magic at a flinching Rainbow Dash. After the dust disappeared, another pair of same wings appeared behind her. It turns out there was another Rainbow Dash that appeared above her, surprising her greatly.

“Yow!” Rainbow Dash cried out, but they soon looked at each other, grinning both perfectly matching each others movements.

“How did you—“ Trixie asked in complete shock.

“Duplication spell.” Midnight answered before Trixie could finish her sentence. “Ever see one pony play ten instruments?” Midnight faced Pinkie Pie, who was standing near several ponies. Midnight shot another beam of magic at Pinkie Pie, causing the other ponies around her to fall to the floor. Pinkie Pie immediately began playing the ten instruments who then played the instruments all around Trixie further shocking her.

“This- just can’t be!” Trixie exclaimed unwilling to believe what she is seeing.

“Also, I can turn a mare into a stallion.” Midnight added as she stared at Applejack, frightening her into attempting to run away, only little too late as Midnight’s beam reached her before she could with the mare turned stallion after the smoke cleared before turning Applejack back with another poof of magic.

“Well, Trixie, looks like my amulet is more powerful than yours-“ Midnight stated as Trixie’s aura surrounded Midnight’s amulet, tearing it off. “Hey! Give it back!” She demanded as Trixie evilly laughs having now obtained Midnight's seemingly more powerful amulet.

"With this amulet, I shall now rule all of Equestria!" Trixie evilly gloated as she removed the alicorn amulet. Once she takes the alicorn amulet off her eyes stop glowing red as she puts on Midnight's amulet.

"Witness, my subjects. Gaze upon an ever greater and 'powerful-er' Trixie!" Trixie called out to everypony with a hoof raised up as Midnight quickly snatched up the amulet.

"What?" Trixie asked in surprise as Midnight quickly tosses the amulet to Zecora.

“Game, set, and match.” Midnight smirked knowing that she has won.

“What the...? But how could that be?” Trixie asked in shock of what had just happened.

“Sorry, Trixie but this amulet is going back into hiding where it belongs.” She simply responded as Zecora places the amulet inside a chest. "Oh by the way..." Midnight added as she placed a hoof around Trixie. "...the amulet around your neck is actually one of Zecora's doorstops."

As soon as Midnight touched the doorstop around her neck it fell off onto the ground shattering into many mini pieces.

“But what about those spells! No pony can do those spells!” Trixie questioned in disbelief now out of the amulet’s control.

“You’re right. Not even me. Zecora taught me so much about magic while I was in the Everfree Forest." Midnight explained. "She even taught me when not to use it. My magic alone wasn't powerful enough to take on the Alicorn Amulet head to head, so I needed to use a different kind of magic – the magic of friendship. I also knew that the only pony who could get the amulet off your neck was you."

“But what about the pony with the ten instruments?” Trixie asked still really confused about that.

“That’s not magic, that was just Pinkie Pie.” Midnight said as she directed her towards Pinkie, who was cheering by playing the instruments as Trixie backs away and leaves unnoticed by the crowd as they all cheer for her to thank her for saving everypony from Trixie's brief tyrannical rule.

With all said and done, every pony began working on returning Ponyville back to normal removing all the trash that the corrupted Trixie brought upon and by the time Princess Celestia and the delegates arrive, every pony in Ponyville readily gathers together for the show.

Midnight began using her magic to raise the critters in the air. Then, she magnificently began to twirl and float them around in the air, similar to how she did earlier during her practice act.

Everypony was releasing sounds of awe and amazement, including the Saddle Arabian delegates except Fluttershy who was nervously covering her eyes as Spike comforts her.

In the middle of one of Midnight’s tricks, fireworks exploded above, emphasizing the beauty of the performance. Midnight looked around as she placed the critters back on the ground and saw Trixie poking her head around looking for her. Midnight motioned her to meet her at the Everfree Forest as the crowds’ cheer at her performance.

Once the festival was over, Midnight was able to get to the Everfree Forest where she would meet Trixie.

“Well, did you bring it?” Midnight asked.

Trixie nodded as she presented the chest which she hands over to Midnight who peeks into the chest and then in return hands her the same bag of gold coins she gave her earlier to purchase the amulet in the first place.

“Excellent, you did well Trixie.” Midnight said smiling with content with Trixie's success at completing her task at hoof.

“Yeah” Trixie replied while looking down ashamed of herself. “Listen before I go, I just want to say I’m sorry for how I acted under the amulet’s influence.” Trixie apologetically told her. “I wasn’t in control and as a result I treated every pony horribly and threw you out of town.”

“Well, that's what happens when you mess with power you can't control.” Midnight honestly and somewhat bluntly tells before continuing. "Although, I'm honestly surprised you hadn't heard about what happened to Twilight or the fact that she is now gone."

“Gone?” Trixie asked in surprise hearing this.

“Yeah, and in case you haven’t heard, Twilight has been gone since the Canterlot Wedding as a result of a train explosion that took her life or at least first attempt of what would have been a wedding.” Midnight sadly explained to her finding it a little difficult to break the news to her this way.

“How?” Trixie said deeply surprised and saddened to hear this.

“Long story short, the events that led up to it are a result of her friends walking out on her when she needed them the most left when her brother got mad at her for trying to protect him from the biggest mistake of his life. Their actions really hurt her and because of it she cuts ties with them all together in return. It would end being the last words she would end up speaking and the last time any pony ever saw her again as a result of that explosion.” Midnight explained to her still sounding very sad and distraught over what had happened.

Trixie couldn’t believe what she was hearing and could only feel sympathetic for her feeling if she was still around and made amends with her they probably could have become good friends but now hearing that she is gone it will never happen making her previous vendetta against her completely vanish.

“Anyways.” Trixie said changing the conversation from the uncomfortable subject. “Thank for the bits. This will sure help with me living on the road. Hopefully by the time I return every pony will have forgiven me for everything I’ve done under the Alicorn Amulet's influence.”

“I’m sure in time they will. From what I’ve seen every pony is very forgiving towards those who are remorseful for their actions." Midnight reassured Trixie before changing her tone into a more serious one. "As long as you don’t make the same mistake though” Midnight cautiously warned her on her last sentence which is something that Trixie immediately took to heart as she prepared to use her magic to leave the scene but stopped at the last second to ask Midnight one last question.

"Before I go I gotta ask just one more thing." Trixie said with a raised hoof. "Even though Trixie did what you asked, why did you have Trixie go through the trouble of getting what you wanted from Zecora's hut instead of keeping it while you had the chance?"

"Because it was necessary to ensure that it got back in the right hoofs." Midnight explained. "By doing so and having you retrieve for me while everypony was at my magic presentation was the perfect opportunity to get it without raising any alarms."

"Okay, I guess that makes sense to even the great and powerful Trixie." Trixie understood why as she turned to poof a smoke cloud where she would run away into the distance when the cloud cleared up.

"Take care of yourself." Midnight called out to her as she ran off into the distance.

After seeing Trixie run out of sight, Midnight smirked as she opens the chest to reveal the Alicorn Amulet inside. Her body glowed again in satisfaction that her plan succeeded and now knows how to take over Ponyville when she goes on about it later on. Also her duplication spell to create a replica of Twilight and pass it off as an illusion with no pony the wiser to her involvement or the fact that she is responsible for duplicate Twilight’s appearance as she now has two of three things she needs to back herself up with in order to enact her main plan of taking over Equestria.

Author's Notes:

After the brief episode of focusing on some of her good traits hidden deep down her dark heart, we go back to the main focus as Midnight enacts an Xanotos Gambit by having Trixie attempt to take over Ponyville with the power of the Alicorn Amulet. Either she can take control of Ponyville using Trixie as her puppet or learns how she go on about taking over Ponyville from there.
As you can see, Midnight's magic is very talented and powerful to the point she is able to easily take on Trixie in a magic duel even capable of taking her on without magic when she does much better with little effort in the rematch duel when she doesn't even try the first time around as her of her plan.
Which leaves the true potential of Midnight's capabilities still a mystery implying that she capable of much better magic than she let's on.
With the alicorn amulet now in her possession along with dark magic in her heart that causes her body to occasionally glow under certain emotions as a result from King Sombra's attack, she now has two of the three things she needs before beginning her takeover of Equestria with a much arising mystery surrounding this which will come into play very soon.

Chapter 6: Wonderbolts Academy

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Chapter 6:

Wonderbolts Academy

On a bright sunny day, Midnight is reading her book while on a picnic with the girls under her umbrella. While Rainbow Dash looks at her hoof, Rarity is sipping her tea, Applejack is chewing on an apple, and Fluttershy is observing the sky.

Pinkie Pie hopping around nervously said “Ooooh, I wish the mailpony would just come already! I can't wait another minute to find out if Rainbow Dash got in or not!”

“Listen to yourself Pinkie Pie. You’re more worried than Rainbow Dash and he’s wondering whether or not he will get in or not” Midnight said somewhat amused by her nervousness.

Rainbow Dash immediately scoffed. “I’m not nervous at all. When I get into the Wonderbolt Academy…”

“If you get in! If you get in! Don't jinx it!” Pinkie said as she clenched Rainbow’s coat with her hooves.

“I’m telling you, it’s in the bag.” Rainbow Dash assured Pinkie as she pushed her hooves away.

“Don’t jinx it!” Pinkie warned again.

“She is the best flyer in Ponyville.” Applejack added, chomping on another apple.

Rainbow Dash responds by flying past them in flight and blowing their manes.

“In Ponyville?” She said as she rapidly maneuvered to a nearby cloud and instantly formed it into a slide.

“I’m probably the best flyer in all of Equestria.” She spoke as she easily slid down with her wings outstretched. “I won’t be surprised if they just went ahead and made me a Wonderbolt on the first day.” She flew calmly on her back and landed near them.

“Well then let’s hope we don’t get rain the forecast should the worst happen.” Midnight sarcastically quipped.

At that moment, a mailpony appeared over her as she slides into him as he walked up.

“Got a letter here for Rainbow Dash.” The mail pony said as he held up a letter.

Standing up Rainbow Dash quickly snatch's the envelope, tears it open, and pulls out the letter and then reads it. As she reads it her smile fades to a disappointed look.

“I didn’t get in.” Rainbow Dash sadly said in disappointment.

Every pony except Midnight gasped in shock who only raises her eyebrows not convinced which is proven correct when Rainbow Dash’s frown turns into a smile as she presents her paper to them

“Gotcha!” She laughed, revealing the green check-mark on the letter. “Ha, you guys are so gullible. Like I wasn’t gonna get in.”

“I never doubted you for a second.” Midnight countered not fooled by Rainbow Dash’s attempt of pranking her.

Pinkie immediately runs up and tackles Rainbow Dash squishing her as she gives her a congratulations hugs.

“Uh, thanks?” Rainbow Dash said while uncomfortable with Pinkie’s hug “Uh, Pinkie Pie? I kinda need to get going.” Rainbow Dash politely told her while silently telling her to please let go before she crush's her in a hug.

“Okay” Pinkie cheerfully responded as she lets go of Rainbow Dash and bounces off in the opposite direction.

“The sooner I get there, the sooner I get to show ‘em my stuff.” Rainbow Dash said as she flies by Applejack and Rarity who holds her saddlebag which Rainbow grabs while flying by. “See you guys in a week!”

“Good Luck” Applejack said as Rainbow Dash flies off.

“Won’t need it” Rainbow Dash said confidently as she flies off.

Pinkie Pie then grabbed a large mega-phone and shouted “DON’T FORGET TO WRITE!” So loud that her voice echoed throughout the entire airspace, causing the others girls mane’s to get a little messy.

“Do you think she heard me?” Pinkie asked as she turned to the others.

“Well considering you used a giant megaphone of course she would. Only ponies who are dear wouldn’t be able to.” Midnight again sarcastically commented.

Later that day, Midnight is training by working on new magic spells assigned to her by Princess Celestia herself. During one of her breaks, she pulls up her orb to see for herself of what going on at the Wonderbolt’s Academy. She sees Rainbow Dash and Lightning Dust leading the way in five hundred laps of flying. After they completed the task they are complimented for their speed by Spitfire and then the two head to the cafeteria for lunch.

After putting her orb away, Midnight said to herself “Looks like Rainbow Dash has some competition for top flyer and she is a lot like her. How far I wonder will this little competition go?” Midnight continued thinking she might have an idea up her hooves as she smirked to herself.

During the next three days, Midnight would continue her magic studies and training exercises while observing Rainbow Dash and Lightning Dust from her orb.

She even secretly added flying exercises by granting herself temporary wings during her exercises learning how to do offensive magic spells, aerial combat, and even using the exercises the Wonderbolt’s used during their training. Admittedly, she initially had trouble the first few times she tried, but eventually picked it up being a fast learner herself and while not up to Rainbow Dash’s level, she secretly is an above average flyer who is on par with the most of the other Wonderbolts.

When walking down in Ponyville she sees Pinkie Pie still sitting in front of her mailbox with her mane now disheveled and unkempt she sees Rarity, Fluttershy, and Applejack watching from a distance. Seeing this she approaches them.

“Has she spent the last three days sitting in front of that mailbox?” Midnight inquired.

“Yep, and she still is it.” Rarity solemnly answered.

“I wish there was something we can do to help.” Fluttershy added just as worried as everypony else.

"Typical Pinkie Pie." Midnight muttered in her breath as she approaches Pinkie Pie.

At that moment, Pinkie appeared behind them having heard that replied “Help me? The only thing that could possibly help me right now is a letter from Rainbow Dash! It's been three days already.” As she tries to grab Midnight’s face, Midnight quickly reacts by using her magic to freeze her and place her good distance in front of her while still retaining the stoic and uninterested look on her face. “By now, she probably doesn't even know our names anymore! She probably can't remember our faces! "Pinkie Pie? I never heard of a Pinkie Pie! Who is Pinkie Pie?” Pinkie added still freaking out over one the one little thing as she then continues opening and closing the mailbox still futilely waiting for a letter.

Midnight approaching Pinkie Pie while closing the mailbox with her magic responds.

“Well, if you're so worried, then why don't you send her a letter first?” She suggested.

Pinkie Pie taking the idea to heart cheerfully exclaims “Of course! That's a great idea!”

Fluttershy, Rarity, and Applejack all sigh in relief hearing this only for Pinkie Pie to come up with something else.

“Oh wait! I got an even better idea! How about we send Rainbow Dash a care package?” She proposed as her head popped out of her mailbox in front of Midnight. “You know, before she forgets all about us?” She continued before frowning again. “Although, come on, let's face it. It's probably too late for that. But, uh, maybe it'll jog her memory somehow.”

“Pinkie Pie” Midnight said as she walks around Pinkie placing a hoof on her shoulder. “I'm sure Rainbow Dash still remembers our faces and who we are. But I think sending her a care package is a great idea.”

“A care package it is!” Pinkie Pie said now cheerful again now bouncing towards the door of Sugarcube Corner. “We'll send it through the mail!” But then suddenly she screams. “WAIT! Ah! That won't work at all!”

“Why not?” Applejack asked in agreement with the suggestion.

“Because what if the package gets lost in the mail?” She answered as she walks up to Applejack. “What if some pony else gets the package by accident and then she remembers us instead of Rainbow Dash and then she becomes our new friend? And then the real Rainbow Dash won't ever know that she used to have friends and she forgot them!” She exclaimed as she stands on her two back hooves and falls on her back earning her an eye roll from Applejack.

“Is any pony else following this?” Applejack asked as she turned to the others.

Fluttershy and Rarity replied “Mmm-mm” as they don’t follow what she is saying.

Midnight seemingly understanding says. “Other than extremely wanting to ensure Rainbow Dash gets her gift from Pinkie herself, I’ve got nothing.”

“I’ve got it!” Pinkie exclaimed coming up with another idea as she places a hoof on Rarity’s back. “We'll deliver the care package to Rainbow Dash in person!”

Hearing this sparks another idea for Midnight as she secretly smirks to herself again as she formulates another plan in her head.

”I wouldn't mind a little trip. “ Rarity responded sounding open to the idea.

“Count me in!” Applejack said as she walks up to the others.

“Me too.” Fluttershy said as she raises her hoof.

“Me four!” Pinkie Pie eagerly said before turning to an overly-worried tone “But don't be upset if she doesn't recognize you at first. It may take a while for her to get her memory back.”

Midnight face-hoofs herself at Pinkie Pie’s being over-concerned again as Pinkie turns her attention to her.

“How about you Midnight, are you in for giving Rainbow Dash a visit?” Pinkie asked the unicorn.

“I would but there is a new magical spell Princess Celestia wants me to try out first.” Midnight sounding somewhat disappointed that she can’t come with them.

“Aww, come on Midnight.” Pinkie responded in the same tone as Midnight. “Don’t you want to see Rainbow Dash again?” Pinkie Pie said pleading Midnight to come with them with her hooves clasped with a pleading smile.

“Don’t worry Pinkie Pie” Midnight reassuringly said. “You all can go on ahead. I just need to practice this one quick spell then I’ll be right on over.”

“But how will you catch up with us if we take the hot air balloon?” Pinkie questioned noting that she can’t fly because she is unicorn and not a Pegasus.

“No, but I am a unicorn who knows how to cast herself a spell to grant herself temporary wings if you don’t remember my fight with King Sombra.” Midnight replied while pointing out her abilities from the first time they have met.

“Oooh, that’s right.” Pinkie Pie said now remembering what happened back then. “You really showed that evil unicorn whose boss with those wings!”

“I sure did.” Midnight said somewhat proudly as she chuckles a little. “So go on ahead with the others and get your care package to Rainbow Dash, I’ll catch up with you shortly afterwards. Okay?”

“Okay!” Pinkie Pie excitedly agreed, before turning her attention to the others “Come on girls, we got a road trip and care package to deliver.” Pinkie said as she leads the others to get the hot-air balloon ready so they can ride over to Cloudsdale.

“Oh, I’m right behind you, Pinkie Pie.” Midnight said while deviously smiling when her back was turned as she had once again planted the seeds in Pinkie’s mind for another opportunity to get rid of her and got the whole group minus herself and Rainbow Dash to tag along with the others.

She heads back to the library then casts her spell and grant herself temporary wings again and then flies on over to Cloudsdale secretly following the others.

She sees the hot air balloon in sight yet far enough the others don’t see her and then sees an out of control tornado heading their way.

“That should do the job!” Midnight said to herself as the tornado heads towards them.

The girls predictably wind up getting sucked up into the tornado and wind up falling out of their balloon and falling towards the ground to their impending doom.

At that moment Rainbow Dash having witnessed this as well quickly reacts by forming a cloud to stop the screaming girls from falling and causing them to bounce back up to the air where they continue screaming now flying back up in the air. The girls were then quickly caught by the other Wonderbolts with the package caught by the muscular flyer with small wings. Rarity hugs her savior in thanks for being saved, Fluttershy flies out of her savior arms putting her hooves behind her back embarrassed for forgetting that she is a Pegasus and can fly to much to that Wonderbolt’s annoyance. The Wonderbolts then safely put them all to the ground.

Midnight having witnessed all of this from afar while disappointed that her plan didn’t work is content having learned more valuable information on Rainbow Dash just from the observation of her training and her rescue alone as she then quickly flies down to catch up with the others just as Rainbow Dash flew in to make sure they are all right as well.

“Are you girls, all right?” Midnight asked with faux concern at the same time Rainbow asks the same question.

Rarity, Applejack, and Fluttershy replied "uh-huh" to confirm it as Rainbow Dash approaches Pinkie Pie who lifts her head up after recovering from the impact who then sees Rainbow Dash, smiles with tears in her eyes, and then hugs her.

“You remember me” Pinkie Pie happily cried as she hugs around Rainbow’s neck.

“Well, yeah of course I remember you.” Rainbow Dash responded by her over-affection gesture while holding on to Pinkie with one hoof before turning her attention to the others in confusion. “But what are you all doing here?”

“We wanted to bring you a care package. Didn't realize you'd be in the middle of some crazy tornado drill.” Applejack answered she and the others approached Rainbow as Pinkie gets down on her hooves and let’s go from her embrace.

“And I was just catching up when that tornado sucked them in.” Midnight added. “And a good thing the Wonderbolts were able to save them in time because it would have been too late by the time I got here.” Midnight finished the explanation acting relieved that they are safe even though she really doesn’t.

“That was awesome!” Lightning Dust said appearing in the crowd and interrupting their conservation.

“Awesome? My friends could have been smashed to pieces!” Rainbow Dash responded disgusted at her actions in a scolding tone.

“Yeah, but they weren't, right? Can't say the same for the clouds. We totally wiped them out with that tornado. The other cadets will have to be up there for days to bust as many as we did.” Lightning Dust responded while completely ignoring what Rainbow Dash said and the irritated looks of the cadets for her reckless attitude as she held out her hoof towards Rainbow Dash wanting to hoof bump her in return.

“A hoof bump? Seriously?” Rainbow Dash placed her hoof on top of hers and pushed it away disgusted by her callous attitude. “You made me clip my wing. You sent half of our class into serious tailspins on the obstacle course. You unleashed a tornado that nearly demolished my friends!”

“Yeah, and?” Lightning Dust asked wanting to understand her point.

“And I get that you want to be the best. So do I! But you're going about it in the wrong way.” Rainbow Dash responded by answering her question still cross with her.

“The Wonderbolts don't seem to think so. After all, Spitfire did make me the leader and you the wingpony.” Lightning Dust retorted waving off Rainbow Dash's criticism while still missing the point Rainbow Dash is trying to make to clear to her.

After a moment of silence, Rainbow Dash could only sigh.

“You're right. She did.” She replied as she accepted it as she then turned and began walking away towards Spitfire's office.

Midnight speaking up said to Lightning Dust. “You know she’s right.”

“Excuse me?” Lightning Dust responded sounding completely incredulous to Midnight’s statement.

“You know, your reckless attitude that Rainbow was just talking about that nearly killed innocent ponies.” Midnight answered back still not backing down.

“It’s not my fault they just happened to be around when the tornado was around. They should have known better than to fly around during training sessions.” Lightning Dust dismissed their concerns while still attempting to justify her actions.

“Your right, they should have.” Midnight said coming to agree with her there on that point before continuing to make hers perfectly spit out and clear to her. “But it doesn’t excuse the fact that your actions have endangered them, your wingpony, and your Wonderbolt teammates." She added as she scolded her before continuing with a stern look. "I understand that you want to be the best, but there is a fine line between pushing yourself and just being reckless. And regardless whether Spitfire is rewarding you for it, an attitude and mindset like that is not going to benefit you in the long run. So if I were you I suggest you take this advice to heart, straighten up, and fly right.” Midnight concluded as Lightning Dust rolls her eyes still unconcerned about her own reckless while still believing she is in the right.

“Whatever.” Lightning Dust said brushing what she just said aside as it is a waste of time. “As far as I’m concerned my way is right.” Lightning added as she walked off.

Midnight calling out to her in her direction shouted. “Don’t count on it.”

Shortly after Lightning left, Rainbow Dash came back meeting up with us at the end of the runway where Rainbow Dash has decided to quit the Wonderbolts.

“You did what?” Applejack said in disbelief.

“Being a Wonderbolt was your dream!” Rarity added as Rainbow Dash pulled the strap on her saddlebag.

“Not anymore.” Rainbow solemnly told them as she shook her head.

“I’m sorry Rainbow Dash.” Midnight sympathetically said as she placed a hoof on her. “I know how much this meant to you.”

Afterwards, Applejack placed a hoof around Rainbow Dash, which led the rest of the girls to join for a sad group hug except for Midnight who still placed her hoof on Rainbow Dash’s shoulder.

“Rainbow Dash!” Spitfire called out to her as she approaches getting her attention.

“How dare you storm out of my office without giving me a chance to respond!" Spitfire scolded before continuing. "The Wonderbolts are looking for the best flyers in Equestria, but you were right.” She continued as she removed her shades and stared at the ground, surprising her.

"Being the best should never come at the expense of our fellow ponies. It's not just about pushing ourselves. It's about pushing ourselves in the right direction. You've shown that you're capable of doing just that.”

She looked back, facing the two assistants that were holding Lightning Dust. Spitfire glared at Lightning Dust angrily and ripped the badge off her uniform. She then pointed her other hoof towards the other direction, signaling her to leave as the assistants escorted her out. She only walked away gloomily as she lowered her head in shame.

Midnight seeing Lightning Dust walk away could only give her a look behind her back that says “I told you so!”

“You're no wingpony, Rainbow Dash. You're a leader.” Spitfire added as she placed the golden badge on Rainbow Dash’s uniform.

“OhmygoshOhmygoshOhmygoshOhmygoshOhmygosh!” Rainbow Dash exclaimed in excitement as she flapped her wings with her friends smiling at this new turn of events while Midnight gives her a proud nod as Spitfire puts her shades back on.

“Now get out there and give me twenty!” Spitfire ordered in her commanding voice.

“Yes, ma'am!” Rainbow Dash happily responded complying with the order flying up into the sky leaving behind her saddlebag.

She flies up to meet up with the other Wonderbolts who salute to her ready to follow her lead with Rainbow Dash saluting back and leading them their training.

As the girls look on at Rainbow Dash leading the Wonderbolts proudly, Pinkie Pie screams while holding the dented package “Wait! You didn't even get to open your care package!”

“Oh, she will. Once she is done her training for the day. It’s not like it’s going anywhere.” Midnight reassuring Pinkie Rainbow will get it before secretly thinking “And neither for what’s to come for Equestria.” While releasing a devious smirk to herself as what she has planned for them when she does will be very soon.

Author's Notes:

In this chapter we just see Midnight taking the outside circumstances around her in another attempt on Rarity, Applejack, Fluttershy, and Pinkie Pie's lives by manipulating Pinkie Pie into coming up with the idea to drop by the academy under dangerous circumstances which would have resulted in their deaths if it weren't for Rainbow Dash's timely rescue.
We also see in this chapter an added scene where Midnight does her own training exercises as well as the assignments Princess Celestia is giving her under her tutelage in order to prepare herself so that by the time she is ready to enact her takeover she will be ready by then which will come into play when this story nears the end of the Season 3 arc.
Also, for those who have read up to Chapter 5, I would like to let you all know and apologize for the many typos I have written in the original publishing. So I had to revise some parts of it a bit to fix it, so now the chapter's all good to read now.
And just a heads up in order to stay focused on Midnight's arc of the story I will not be doing the episodes Sleepless in Ponyville, Apple Family Reunion, or Just for Sidekicks as I can't manage Midnight's involvement in those episodes.
So enjoy this chapter and expect more chapters later on this month and I hope you are all enjoying my story so far.

Chapter 7: Spike at Your Service

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Chapter 7:

Spike at Your Service

Inside the Golden Oaks Library, Spike is standing on a stool counting the number of books Princess Celestia has sent over. Recently her workload has increased as Midnight delves deeper into her advanced magical studies.

"Six, seven, eight, nine, ten, eleven, twelve." Spike said, as he counted each book one by one keeping track and taking into account every book with his finger as Midnight brings over a tray consisting of a tea pot and a tea cup.

“Huh, that’s not that many.” Midnight responded sounding somewhat surprised as she walked onto her sitting pillow thinking she would be expecting more.

"Are you kidding? How are you supposed to read twelve books in one weekend?" Spike asked as he rubbed the back of his neck.

"Well Princess Celestia obviously thinks I can do it or she would never have assigned them to me. I'm not planning on letting her down." Midnight said with serious determination as gets herself comfortable on her sitting pillow and pours herself a cup of tea.

"Well, I hope you're not planning on sleeping then, either." Spike told her somewhat concerned.

“Don’t worry, Spike, I’ll be fine.” Midnight reassured Spike. “In fact, why don't you take the day off?”

"Really?" Spike asked surprised that Midnight is being kind enough to give him that offer.

“Why not? These books are gonna keep me busy for a while.” Midnight answered as her starts reading her first book.

“Hmm... I do have a long list of things I've been dying to do!” Spike said after thinking about it for a moment before running off to leave Midnight to her studies.

“Just remember Spike, be careful of going around the Evergreen Forest.” Midnight called out to Spike to warn him about something before he could leave “It’s timberwolf season. So if traveling you're planning on traveling around Ponyville I recommend the hot air balloon for safe travels.”

“No problem!” Spike responded as he headed out.

Just after Spike leaves she pulls out her crystal orb and sets it up to observe Spike from it while she reads.

As she finishes her first book she looks at her crystal orb and sees Spike causing the hot air balloon to fly away causing him to chase after it into the Evergreen Forest. Once he manages to catch up to it and secure it he finds himself pursed by three Timberwolves who chase and corner him to a dead end.

But just before they could move in to eat him he is saved by Applejack when he tosses a rock at one of them to get their attention and purse her instead buying Spike time to escape. Through quick thinking and using the environment to her advantage Applejack was able to defeat and destroy the Timberwolves no problem.

Spike so grateful for Applejack saving her life that he decides it’s his dragon code to serve her for the rest of his life.

Midnight herself observing this smiled seeing the first part of her plan worked as she predicted impressed with both Applejack’s capabilities and Spike’s loyalty.

“Predictable.” Midnight said to herself as she starts reading her second book as she knew what would happen if Spike went into the Evergreen Forest with the hot air balloon in tow that he couldn’t control. “Such great loyalty to me and those who save him to the point he will serve you to the end. What will it take I wonder to ensure your loyalty to me in the end.” Midnight said to herself thinking of an idea to ensure of that.

By the time Midnight was finishing up reading her third book Spike had arrived back at the Golden Oaks Library after spending a minute hesitating whether or not how to tell her before finally deciding to go through with it.

When Spike enters the room Midnight is in she had already put her orb away to ensure he doesn't knows that she was spying on him. Hearing him come in she turns her attention to him to face him.

“Hello Spike.” Midnight greeted the young dragon with a smile. “I trust that you have been enjoying your day off so far.” She asked as Spike sighed before speaking.

“Well, a fine day” Spike said in a tone that says not exactly. “Even though I was attacked by Timberwolves in The Everfree Forest.”

“What?” Midnight responded acting surprised hearing this. Midnight then walked up to him showing concern and checking him to make sure he is not injured. “Are you okay?” Midnight asked even though she already knew.

"I'm perfectly fine after Applejack saved my life." Spike reassured Midnight that he is fine no harm done.

"She did?" Midnight asked still pretending to be surprised as Spike nodded yes in response. "Wow, that was very impressive. If only I can think of some way to thank her for this." Midnight added as she kept up the act.

"That's actually what I came here to talk to you about." Spike regretfully said as he starts breaking the bad news he has to say to her as he continues. “I know you have always been looking out for me ever since you moved in and you see me like family you never had before which I will always be grateful for.”

Midnight knowing where the conversation was heading, began by saying. “Spike, I know how much the 'Noble Dragon Code' means to you."

“Then you'll understand why I have to do this." Spike regretfully told her as he continues to explain. "I owe her a life debt, and I intend to serve her for the rest of my life as thanks for her saving my life."

“But Spike?” Midnight started sounding a little heartbroken as she continued. "Does the dragon code mean so much to you that you are willing to give up what I gave you just because of a life debt."

“You'll be fine, you've got Owlowiscious to help you." Spike calmly replied.

“I know, but there is something about you that says we were meant to be together like whatever bond we have is inseparable.” Midnight said with fake but convincing sadness while remaining strong. "And if you leave, I don't know that bond will remain the same as by doing so I'll be all alone with no one for company."

Spike could only struggle to keep his composure as tears start forming around his eyes as her words ring back the awful memory of the wedding rehearsal as the memory plays back in his mind thinking about Twilight when he walked to join the Mane 5 in abandoning her albeit more reluctantly out of fear of being ostracized as well.

"And you can forgot about being best mare." Shining Armor angrily told Twilight as he walked off to comfort fake Cadance "In fact if I were you I wouldn't show up to the wedding at all!"

Spike could not believe what had just happened and what Shining Armor had just told Twilight as he stormed off leaving Twilight saddened as she sits down turning to the others silently pleading for comfort. Spike was about to say to Twilight "It's okay Twilight, your brother can't stay mad at you forever." before Applejack unknowingly cut him off as she spoke up.

"Come on y'all, let's go check up on the princess!" Applejack told the others as they walked out of the room passing by Twilight disgusted with her behavior while Spike reluctantly tags along and can only silently say in his head as he passes by a hurt Twilight "I'm sorry."

As Spike leaves the room he hears Princess Celestia coldly tells her "You have a lot to think about." not even looking at her as she too decides to abandon her as if she deserved as well. Spike gasps in shock at what the Princess had just told her and could only get a brief glimpse of Twilight feeling utterly crushed with tears in her eyes as Celestia closes the doors after her as he looked back at her. Beginning to feel he has made a big mistake leaves Spike having tears form in his eyes as well as he continues to walk down the hallway.

And with what had just happened afterwards, it really did turn into his biggest mistake as it all lead to the events that resulted in Twilight getting killed in a train explosion.

Back to the present day, Spike has the same look on his face as he did just after abandoning Twilight being nearly-teary eyed as he was back in.

“I’m sorry Midnight.” Spike said, as he turned and headed to the exit wiping away the tears formed around his eyes. "But my decision is final. I am doing this. It has been an honor serving you Midnight."

Hearing those words Midnight still managed to keep her composure as she took a deep breath and said “Okay, I understand. Don’t let me stop you from doing this. Just keep in mind if you ever want to come back, my door is always open for you.” Midnight calmly added having accepting Spike’s decision before turning away to get back to reading her books.

Spike was heartbroken to have to say this, but he was determined not to let it stop him from fulfilling the "Noble Dragon Code". With all said and done, he set off for Sweet Apple Acres, to begin to carry out his life long service to Applejack.

As soon as Spike left, Midnight pulled out her crystal orb so she could continue secretly observing him while reading her books.

She was admittedly pleased with herself with how she managed to stay thoroughly composed throughout the conversation and managed keep her trademark stoicism intact as she managed to plant the right words into Spike’s mind to get him reconsider later on. As she continues reading her books, she observes Spike following her life debt to Applejack to its fullest.

She witnessed Spike attempting to make a pie for Rarity which is terribly made that Rarity had a tough time taking a bite then pretending to like it. Something that Midnight found somewhat amusing.

She had witnessed Spike somehow managing a soap overflow in her kitchen which Midnight personally raises the question to herself of how he even managed that.

She then witnessed Spike make a very tall and unstable rock tower for Rainbow Dash to smash through. She was surprised that Spike actually managed that but to Rainbow’s credit she managed to do so even if it left her dazed from the impact. Midnight herself was impressed that Spike was able to create that tower and how Rainbow Dash was able to back up her claims. No matter what, Spike is remaining fully dedicated and loyal to Applejack no matter what.

Seeing that his loyalty his currently unbreakable now sees it is now time for the next part of her plan.

By the time Applejack comes inside the library, Midnight is already finishing up her sixth book.

“Midnight? Midnight are you there? Midnight?” Applejack called out as she enters the room Midnight is in.

Hearing Applejack come in, Midnight quickly puts her crystal orb away as Applejack enters the room.

“Yes?” Midnight answered turning her attention to Applejack while closing the book as she was already finished reading it. “What’s up?” She asked.

“I know Spike told you that he was gonna follow his dragon code, and serve me forever for savin' him from the timberwolves, and that you were okay with it, but I don’t feel all right with him serving me for the rest of his life over all this.” Applejack uneasily explained to her that she doesn't feel right about what Spike is doing for her.

“Look I know you don’t feel comfortable with Spike constantly serving you, but there is not much I can do about that.” Midnight sighed as she explained to Applejack that her hooves are tied in the matter while understanding what Applejack is asking of her. “This is dragon code were talking about and I did try talking him out of him but he’s made up his mind about following it.” Midnight added as she walks up to Applejack. “Surely you know how important the dragon code is to a dragon!”

“I sure am startin' to.” Applejack said coming to agree with her and understand what she’s saying.

“There's only one other way Spike is gonna fulfill the debt he feels he owes you.” Midnight said as she thinks about what to do next. “And that’s by him returning the favor, and I’ve got just the plan for that.” Midnight said smiling seeing that everything is falling into place.

By the time the two get to Sweet Apple Acres and the rest of the girls are already there ready to help Applejack while Spike under Applejack’s request has managed to keep Spike busy by having him count the blades of grass on the lawn.

“Seventy, seventy-one, seventy-two, seventy-three, seventy-four, seventy-five...” Spike flicking the blades of grass one by one.

“All right, y'all, here's the deal. Spike needs to save my life.” Applejack said as she walked back into the barn.

As Pinkie Pie raised her hoof as she begins to explain her idea.

“And you want us to shoot you out of a cannon towards a hornet's nest and give Spike a butterfly net so he can catch you mere seconds before you hit the nest and are stung by a thousand angry hornets!” Pinkie said as she puts a beekeeper hat on Midnight, puts a butterfly net in Fluttershy’s mouth and briefly pulls down a chart depicting Spike catching Applejack from being shot out from a cannon in the direction of a hornet’s nest. “I'll wear this mustache.” She grinned deviously as put on her moustache.

“No.” Applejack said in response to Pinkie’s zany scheme. “No. I am gonna be attacked by a timberwolf!” Applejack said with a confident smile.

This causes the other girls except Midnight who she had gave Applejack the plan to begin with to gasp while Midnight herself grinned liking where this is going.

Appearing by Applejack’s side while still wearing the fake mustache. “Can I still wear the moustache?” Pinkie asked earning her an annoyed glare from Applejack.

All the girls would go outside back to the pile of rocks from the previously created and destroyed tower where Applejack’s explains the plan. Obviously, they can’t summon a real timberwolf so they plan to create a fake timberwolf and stage an attack. Midnight personally feels the plan would work better if they did summon a real one but decided to roll with it even though she knows that plan is going to fail.

“When I give the signal, Pinkie Pie and Rarity will come runnin' out of the woods, bein' pursued by the timberwolf” Applejack starts to explain as she points to a drawing of herself with her hoof stuck in a pile of rocks. “I'll start to run too, but then pretend to get my hoof stuck.” She then points to a drawing of her being freed from the rock pile by Spike. “I'll ask Spike to help me dislodge it, and he will, and I'll be able to get away from the terrifyin' timberwolf!” As she points to a drawing of a timberwolf. “Havin' saved me from certain doom, Spike will then consider us even. Everybody get it?”

Rainbow Dash and Fluttershy reply “Uh-huh” in agreement as they set out to carry out their tasks.

Midnight despite knowing the plan isn’t going to work replies. “I’ll do my best.” as she teleports away to carry out her instructions.

As she prepares by creating the fake timberwolf with her magic she observes Applejack showing her damsel in distress act to Rarity and Pinkie Pie which obviously is terrible.

“Good luck, getting that to fly.” Midnight snarked under her breath “No wonder you’re element is honesty because you are a terrible liar.”

At that moment Spike called for Applejack causing her to instruct the others to get in position to put her plan into motion.

“Applejack! You said you had something else you needed me to do?” Spike asked as he approached the earth pony.

“Oh, yes, I, I was just hopin' you could maybe, uh, sweep up all those leaves for a compost pile, and–“ Applejack asked as she pointed towards the pile of leaves.

“But of course!” Spike replied while grabbing the rake as he prepares to do the request.

“Oh, by the way” Spike continued as he walked off “There are exactly twenty-four million, five hundred and sixty-seven thousand, eight hundred and thirty seven blades of grass at Sweet Apple Acres.”

“I can't believe you counted every single one of 'em...” Applejack amazed that he actually did it. Midnight herself hearing this is further impressed with Spike’s capabilities.

“You asked me to.” Spike said as Applejack secretly winking to Rainbow Dash to start as she takes a deep breath as Fluttershy covers her ears “And, as a noble dragon and follower of my dragon code, I–“

At that moment, Spike is interrupted by the sound of a timberwolf roar which is really Rainbow Dash perfectly imitating a timberwolf roar.

At that moment Pinkie and Rarity ran out of the forest and away as Rarity screams “Timberwolves! We are doomed!” Rarity says as she leans down to Spike’s eye level with her hoof around Spike while Pinkie Pie fakes a scream while smiling with Rarity as they trot past Applejack.

Observing this from a tree, Midnight uses her magic to hold up her fake timberwolf which is held like puppet while Fluttershy wearing long wooden boots mimics the timberwolf’ s footsteps. So far Spike is seemingly terrified as Midnight uses her magic to open the timberwolf’s mouth hearing no immediate response she motions to Rainbow Dash who is laughing at Spike being fooled by the charade which to Fluttershy getting his attention to fake another timberwolf roar.

As Spike looks on terrified he hears Applejack speak unconvincingly as she trots up to the small rock pile and puts her hoof in between the rocks.

“Oh no! I seem to have got my hoof caught in between two rocks! I cannot run away! I am a damsel in distress! Help me, Spike!” She cried out as the timberwolf puppet put’s his jaw over Applejack’s head while smiling a bit.

“Oh, for crying out lot.” Midnight face-hoofs herself exasperated by Applejack’s terrible acting. She quickly and secretly uses her magic to summon a real timberwolf from behind her back having decided to take matters into her own hooves.

“You want something done right you got to do it yourself.” Midnight irritably said knowing the charade is going to be up at this point.

Sure enough, Spike snapping out of his terror senses something off. “Wait a minute.” Spike said suspiciously catching Rainbow Dash and Fluttershy’s attention.

“No, no, don't wait a minute. Save me from the terrifyin' timberwolf!” Applejack said still trying to sell the unconvincing act but it was no use as Spike walks up showing no fear in the face of it.

“Well, he would be terrifying if he wasn't a fake!” Spike said as he points a finger at the puppet then holds up the puppet’s wooden claws. “You got the clomping on his claws...” Placing a finger on the puppet’s jaw and holding the puppet’s jaw. “The roar was spot on, and the detail on his face is pretty good.”

“But you forgot one thing…” Spike said while walking up to Applejack “…His breath. You could smell a real timberwolf’s breathe from a mile…” At that moment he and Applejack spell a strong odor but Spike still assumes this is still an act. “Too late, I'm already on–“ Spike is suddenly interrupted by Midnight teleporting in between and running away.

“Run!” she screamed.

“Timberwolf!” Rainbow Dash added.

At that moment three timberwolves emerged from the forest who roar all together off the top of their lunges.

After running to a safe distance, Midnight observes the timberwolves scene from a spot Applejack and Spike can’t see her.

She sees Applejack pushing a huge boulder from the rock pile down at the three timberwolves causing them to fall to pieces from the impact. At that moment, Applejack slide down from the rock she was on. As she crashes down onto the ground some rocks fall onto her legs and the timberwolves quickly and literally piece themselves back together into one huge timberwolf ready to attack again.

Unfortunately for Applejack she is really stuck in a pile of rocks and can’t move while Spike assumes she is messing around like before. After realizing this is not an act, Spike tosses a rock at the timberwolf lodging it in his throat causing him to have a tough time breathing and clearing his throat of the obstruction then frees Applejack using a stick to pry away the rocks trapping her and manage to get away just in time as the timberwolf collapses and falls apart for good this time.

Midnight is now pleased that her plan worked teleports away and caught up with the other girls who are looking for Applejack and Spike as at that moment Applejack and Spike managed to catch up to them as well.

“What happened to you guys back there? Thought you were right behind us!” Midnight asked acting concerned for the two of them.

“My hoof was stuck, and that timberwolf was coming right at me!” Applejack explained as she briefly held up her hoof that was actually stuck.

“Wait, you were actually stuck?” Rarity asked in surprise.

“Uh-huh!” Spike responded yes to confirm it’s true.

“But Spike picked up a pebble, and rocketed that thing right at the huge timberwolf's mouth, and saved my life!” Applejack explained accidentally pushing Spike onto his back on the ground and put her hoof in the air briefly.

“Ah, it was nothing.” Spike said while blushing and rubbing the back of his neck in the tone to think nothing of it.

“It was somethin' alright!” Applejack thankfully said while walking up to him smiling before dropping the smile as he lifts Spike to his feet. “'Course, I wouldn't've needed help if I hadn't been tryin' to stage a fake timberwolf attack in the first place.” She admittedly confesses.

“Yeah what was that all about?” Spike questioned while crossing his arms demanding an answer causing Applejack to sigh as she continues explaining herself.

“I know this code thing's important to you, but if somethin' like this comes up in the future, think maybe we can go back to my code, say "that's what friends do" and leave it at that?” Applejack honestly explained. “I promise I won't think of you as any less noble.” Applejack continued as she briefly takes her hat off in respect to reassure Spike of her word.

“Sounds good to me.” Spike responded having come to an agreement with Applejack.

Hearing this causes the girls even Midnight to smile hearing this.

“But, maybe let's just try to avoid situations where one of us actually needs the other one to save their life?” Spike asked not wanting a repeat situation to ever happen again.

“You got yourself a deal.” Applejack happily answered as she held her hoof out which Spike reaches out to initially hoof shake but then goes for the hoof-bump.

“Well, now that everything is all taken care of…” Midnight spoke up “I better get going and finish up reading my books.” She added as she begin heading back to the library. Turning to Spike for a moment Midnight asks. “Well, now that your debt to Applejack has been fulfilled, would you like to come back to serve by my side? My door is still open.” She offered.

“Of course!” Spike eagerly said as she walked up beside her leaving the two to walk back home together.

When they get back to the library, Midnight continues reading her books which she continues to read well into the night having now started reading her tenth book. At that point of the day she is having trouble reading in the dark even when she is using her horn as a nightlight. At that moment, Spike lifts a lantern over Midnight’s head allowing her to read with no problem know. “Thanks Spike.” Midnight gratefully thanked Spike for his services.

“Happy to help.” Spike happily replied.

“Don’t know what I’d do without you.” Midnight responded as she flips through another page. She then finds herself being hugged by Spike who wraps himself around her back leg’s “No really! I'm really really really happy to help you! Loyal to you to the end for real this time!” He told her as he cements his undying loyalty to her.

“Aww…” Midnight affectionately said in response. Usually not a pony for hugs aside from hugging Cadance that one time back at the Crystal Empire allows Spike to embrace her.

Thinking to herself she is pleased to see that her plan of ensuring Spike’s undying loyalty to her and proving his capabilities while he was at it worked wonders aside from having to put up with Applejack’s attempted charade before having to summon a real timberwolf without any pony noticing. She also thinks that Spike has great potential to her for what she has in mind for him in the future now that she has cemented the bond she has with Spike now as she smirks to herself.

Author's Notes:

In this latest chapter, we have Midnight employing another Xanotos Gambit aimed at Spike as part of her plan to test Spike capabilities and loyalty to her. Either Spike proves himself by saving Applejack's life and his own in the process or they both get killed with the Elements of Harmony being weaken as a result allowing Midnight to proceed with her plans unchallenged.
We also have Midnight displaying more of her manipulative side as she puts on a very convincing act of trying to sound hurt by Spike leaving her to fulfill his dragon code to give Spike all the more reason to want to serve Midnight with undying loyalty.
As you can see, Midnight clearly sees potential in Spike which is proven with what he has done in this chapter to the point she has plans for him when he further proves himself to her in the future which will become another key part of the story in later chapters.
So for those who have read up to this point, enjoy!

Update: I have also added a flashback scene to the moment Spike and others left Twilight to really get into Spike's emotions and thoughts as Midnight's hard-hitting words trigger that awful moment in his head getting to feel that he is making the same mistake again as he did with Twilight so that Spike really comes back to Midnight with uncementing undying loyalty vowing never to hurt anypony else ever again.

Chapter 8: Keep Calm and Flutter On

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Chapter 8:

Keep Calm and Flutter On

Out in an open field just outside of Ponyville, Midnight along Pinkie Pie, Rarity, Spike, and Rainbow Dash have gathered together awaiting the arrival of Princess Celestia.

Rarity is preparing herself by spraying perfume on herself while Rainbow could only watch and cover her mouth with her hoof. Spike was walking in circles, staring at the ground in boredom as Pinkie bounced over to Rarity.

“I love it when Princess Celestia comes to Ponyville! I got my hooves shined just like Rarity for the occasion” She lifted her left hoof towards Rarity for her to observe. “Ya like?” She asked, presenting a hoof that was shined so brilliantly that it castes a reflection.

“I certainly do!” Rarity answered looking and sounding very impressed with the party pony for stepped up her fashion choice for the ocassion.

Midnight looking around said “Huh? I’m surprised she is not here yet.”

She couldn’t help but wonder what Princess Celestia had called them here for and sensed it is not like her to be late. “And where are Applejack and Fluttershy?” She continued knowing they are supposed to be here as well when the Princess arrives.

“Fluttershy's detained helping Applejack with a mishap at Sweet Apple Acres. They'll be along.” Rarity answered and reassured Midnight.

“But, I still don't get why the Princess would be so late.” Spike also questioned confirming to Midnight she is not the only one who senses something is off with her later arrival.

“She said she's bringing an important visitor. That could be part of it.” Midnight offering a possible explanation.

“A visitor who's important and slow.” Rainbow Dash said as she hastily flew towards us, continuing to flap her wings impatiently.

“Maybe its somepony so terribly important, she still had many more terribly important things to do before she got here.” Rarity answered offering a possible explanation as she walked towards them.

“Maybe the visitor has a deer antler, a goat leg, a bat wing, and a snake tail!” Spike said in horror as he gasped tugging at Midnight’s tail.

“What you mean Discord? The Lord of Chaos?” Midnight asked in a mixture of surprise and confusion. “Why would she bring Discord with her here?”

“Yeah why in the wide, wide world of Equestria would Princess Celestia bring along someone like that?” Rarity added expressing her disbelief as well.

“M-m-maybe you should ask... her!” Spike pointed out as he stammered to get out his words, as Princess Celestia arrived escorted by her royal guards to our location. Her carriage wasn’t the only one arriving as another group of royal guards was bringing something else… It was the statue of Discord.

This causes the five girls even Midnight to stare in confusion and disbelief.

Midnight herself is a little concerned for what Princess Celestia has in mind for him.

Princess Celestia stepped out of her carriage and stood before the ponies with a warm smile, especially at Midnight as the latter approaches.

“With all due to respect, Princess Celestia, may I ask why you brought Discord here?” Midnight respectfully asked. “Am I to assume it’s so we can finally destroy him for good?”

“I’m afraid not, Midnight.” Princess Celestia kindly answered Midnight’s second question before continuing “I'm fully aware that the last time Discord was here, he created serious havoc.” She said answering her first question as she turned her head to see the royal guards removing him from the carriage.

“If by "serious havoc" you mean "turning Ponyville into the chaos capital of the world"...” Rainbow Dash questioned while pointing out the last time he was here.

“…And tricking us all into being the opposite of our true selves…” Rarity said adding to Rainbow Dash’s argument.

“And making yummy delicious chocolate milk rain all over the place without a single dollop of whipped cream to go with it anywhere in sight! Not a single dollop!” Pinkie Pie added even though it was unnecessary.

“Yes, I understand. But I have use for Discord's magic if it can be reformed to serve good instead of evil.” Princess Celestia explained. “This is why I've brought Discord here, because I believe that you are the ponies who can help him do just that.”

“Including me?” Midnight asked sounding surprised at what Princess Celestia is saying before continuing. “As much as I have heard about Discord and what he had done in the past but how am I one of ponies who can believe that the Lord of Chaos could actually be reformed without a slight chance of being double-crossed?” Midnight added finding her idea very incredulous as she doesn’t believe in redemption for those who crossed a major line. “And forgive me for saying this, but as I recall the last time Discord was here with the Elements of Harmony being around, Twilight was the bearer of the Element of Magic that turned Discord back into stone and I wasn’t. Surely you realize the Elements of Harmony will only work when all of the element bearers are working the magic together. Especially not now since Twilight is now gone.” Midnight also added raising a bunch of valid and hard-hitting points that cause the girls mood to sadden including Princess Celestia after hearing Twilight’s name being mentioned.

After taking a moment to process Midnight’s words and acknowledging she is right with a deep sigh she begins to explain herself further. “Yes, I know.” She started as she maintains her composure. “But after witnessing your wonderful display of magic, I have reason to believe you have the power to be able to yield the Element of Magic needed to make the spell work.”

“So you really think I’m the new bearer of the Element of Magic capable of yielding it’s magic as much as Twilight? Is that why you asked me here as well?” Midnight asked the sun princess.

“Yes.” Princess Celestia replied confidently. “I think you have what it takes to fill the void and seek out Discord’s redemption.”

Midnight begin think about it for a minute before speaking.

“Well, if you really think so I suppose I could do that.” Midnight replied after warming up to the idea of this new responsibility being suddenly thrusted on herself as well as another potential opportunity for her to turn this into her favor “And worst case scenario we can always turn him back into stone in case he gets out of hand.”

“Uh,” Spike fearfully stammered “W-w-we probably need a volunteer to run away from here right away to get them. I'll do it!” Spike was ready to leave to do so until Princess Celestia stopped him in his tracks before he could run off ahead.

“No need, Spike. I have them right here” Celestia assured it won't be necessary as two of the royal guards placed the chest holding the elements down. “And I've cast a spell so Discord can't take them and hide them again.” She opened the chest with her magic to reveal them. “Now where is Fluttershy? I believe she may know best how to begin reforming Discord.”

“Fluttershy? Really?” Rainbow Dash questioned, having no faith in her.

“Yes, really.” Midnight answered giving her a stern look which Rainbow Dash is taken aback by her attitude. “In order for the spell to work we need every part of the Elements of Harmony and every pony who bears the very elements to be here in order to activate the spell and that includes Fluttershy who represents the Element of Kindness. And since the bearer of the Element of Loyalty is questioning kindness it would just seem you have just volunteered to go her and Applejack the Element of Honesty, Rainbow Dash.” Midnight sharply explained why it is necessary for Fluttershy to be here when they free Discord clearly irritated by her attitude leaving Rainbow Dash realizing she pushed her luck at drawing Midnight’s anger.

“Okay, Okay!” She said raising her hooves in an apologetic tone. “I’ll go get her ready.” Rainbow Dash quickly bolted away to do so not wanting to anger the unicorn further.

After calming herself down a little, Midnight thought to herself as she waited that this could work for either way since if he doesn’t reform, she can stand by and continuing seeing him in stone for the rest of his life. And if successful she could potentially use him to further her plans and keep his chaotic nature in line with the right words to sway him just like she did when she helped the Cutie Mark Crusaders to further befriend the Mane Five. But just in case she sends a blast of magic to the library to ensure none of her books get in Discord’s hands and is ready to secretly send another blast of magic immediately after freeing him from his stone prison.

“Everything all right, Midnight” Princess Celestia asked taking notice of her sending a wave of magic at the library in the distance.

“Yes, Princess.” Midnight calmly replied. “Just casting a spell on the books in the library to ensure Discord can’t ruin them when he is free from stone.”

Princess Celestia nods in approval for her thinking ahead when figuring out herself why she did it.

At that moment, Rainbow Dash flew in “They’re on their way.” She told them as they approached the group.

“Good.” Princess Celestia positively responded.

When Fluttershy and Applejack arrived, Fluttershy showed instant surprise upon seeing the Princess as if she wasn't expecting her to visit today.

“Princess Celestia!” Fluttershy softly exclaimed with widen eyes.

“Hello, Fluttershy.” Princess Celestia said with a warm smile to calm her down. “I was hoping you would know the most in reforming Discord to good.”

“…reform him…?” Fluttershy questioned “…to good? I…I don’t know…” She responded unsure of the princess's proposal and request.

“I realize that this is a tall order, but I wouldn't ask if I weren't confident you could get him to use magic obediently of his own free will.” Princess Celestia assured her that she will figure out the way to do it.

“And... you really think I'll know best how to do that?” Fluttershy asked again as she lowered her head and slightly looked away.

Princess Celestia placed a hoof under her chin and raised her head a little in order to meet eye to eye. “I do” Celestia reassured Fluttershy yes she does causing her to blush and turn away really touched by the gesture. “Now, I must return to Canterlot for Equestria’s royal summit.” Princess Celestia then said as she flapped her wings flying back into her royal carriage. “You may release Discord when ready.” She told them as the royal guards began taking her back to Canterlot.

After Princess Celestia left, Midnight turned around and began leading the other girls towards Discord’s statue as she held the chest holding the elements close to her.

“Okay ponies, guess it’s time to get started. I know this is my first time actually yielding the magic of the Elements of Harmony but let’s just hope this releasing spell works with my magic in the mix.”

“Or… let’s not.” Spike said hiding behind Midnight’s tail not wanting Discord to be freed from his stone prison.

“We'd best keep our elements on at all times 'til further notice.” Midnight instructed the other ponies as she placed the elements on the other girls, including herself.

Before putting on the crown that used to be Twilight’s when she wielded the element of magic she looked at it and sighed thinking she doesn’t feel quite right about this as if she is replacing Twilight from the day she instantly took her in as her student just recently after Twilight’s death.

“Check!” They all responded all on board with following Midnight’s lead on her first experience wielding the magic of the Elements of Harmony.

Midnight staying calm and collected focuses her magic and after a few seconds was able to activate the element’s magic which immediately focused the other elements.

All the girls are lifted into the air as all the colors mix together to form a rainbow which channels through the tiara on Midnight’s head releasing the Rainbow magic which causes Discord to slowly be free from stone as it cracks off from the magic running through.

Once free Discord lets loose a groan of pain and relief as he stretches himself finally relieved to be free from stone as Midnight quickly sends a burst of magic at Discord as he groans.

“Oh! Ooh! Ooooh! Well, it's about time somepony got me out of that prison block. What a relief!” Discord said pleased that he is now free as he snaps his fingers and turns a squirrel into a mean and muscular one causing the other girls except Midnight to gasp.

“And just what to do you think you are doing.” Midnight sternly asked Discord.

“Nnnnnnnnngh– Why, stretching, of course. When you're a creature of chaos, stone bodysuits aren't your typical go-to fashion choice. Nnngh...” Discord responded in a faux innocently tone as he snaps his fingers and turns a bunny into a mean and muscular one as well who roars viciously and hops off.

“Make that bunny cute again. Now!” Pinkie Pie demanded after she gasps at what Discord did.

“Oh, he’s adorable the way he is.” Discord said while ignoring Pinkie as he places a finger on the transformed bunny who respond by trying to bite his finger which Discord barely avoids. The Lord of Chaos responds to this by blowing a raspberry at him in return.

“You know what else is adorable? You ponies truly believe that you can reform me, and that you're putting your faith in this one here to make it happen. Makes me wanna pinch your little horsey cheeks...” Discord mockingly told them as he looked at Fluttershy with a magnifying glass before grabbing ahold of her while messing with her hair while the other ponies are glaring at him.

“And exactly how do you think we know we are going do that?” Midnight questioned him skeptically of his immediate knowledge of it.

“Being turned to stone doesn't keep me from hearing every word Celestia says.” Discord replied to the dark-furred unicorn face to face as he grabbed his own eye balls, shook them, and rolled them like dice to the ground. “Although I admit it makes rolling my eyes a challenge.” He said as he added a pun for fun.

“Well, if you ever care so much as not wanting to be turned back to stone, you’ll zap those animals back to the way they were right now.” Midnight said in an ice-cold tone not caring about his attempts of humor.

“Oh, you wouldn't dare turn me back to stone and risk disappointing your precious princess.” He responded with crossed arms trying to call out her bluff.

“Try me, and we’ll see whose bluffing.” Midnight said in the same cold threatening tone.

“Yeah, just try us, “Dip-cord”!” Rainbow Dash added ready to turn him back to stone as much as every pony else.

“You think you can treat poor defenseless animals like that and get away with it?!” Fluttershy called out to him as she pointed a hoof out in Discord's direction, flying towards him to scold him.

“You go, Fluttershy!” Rainbow Dash encouraged and cheered for her to put him in his place.

“You best watch your step, buster, or I give you the stare!” Fluttershy threatened as she pointed a hoof at his face.

“The Stare?” Discord reacted frightfully in a mocking way. “Oh no, please, not that! Anything but your disapproving eyeballs!” He immediately laughed as he rolled around in the air. Fluttershy instantly made good on her threat by releasing the stare on him “Oh no! No no no, stop! No, no!” He made strangling noises like he was choking, but Midnight herself knew it was an act as she rolls her eyes in annoyance. “I can't! Stop! I can't take it anymore! I'll do whatever you say! Because…” He laughed out loud after being done mocking Fluttershy. “You are hilarious!”

“If it turns out we need to use our elements against you, I'm sure we can convince Princess Celestia it was for a good reason!” Midnight mentioned in order to get through to him.

Discord hearing this thought this through and begrudgingly decided as he spoke. “Mmm... I suppose that's correct.” He snapped his fingers, immediately turning the animals back to normal.

“Well, it looks like I know where I'll be crashing while I'm being "reformed"... With you, Fluttershy.” Discord said as he teleported her to him and held her as he messed with her mane playfully.

He laughed evilly as Fluttershy could only stare at the others in horror as she utters to herself. “Oh, dear”

The seven later arrive at Fluttershy’s cottage, where Fluttershy tries her hardest to make Discord as comfortable as he can be, while the others watch.

“He may be horrible, but that doesn't mean we have to act the same way. We should at least try to be hospitable.” Fluttershy tells her friends as she puts her books on her bookshelf and put a flower on the table before facing Angel. “You don't mind giving up your favorite spot on the couch, do you, Angel Bunny?”

Angel quickly jumped, wanting to disagree on her question. He dashed over to Discord and began pulling his hoof in order to attempt to remove him from the couch. After realizing how futile this attempt is, he gave up and walked away while Discord looks at Angel with a grin on his face.

“Oh, I’m sorry about Angel are you all right?” Fluttershy asked Discord as she flew up to him.

“Oh, yes. Thank you, Fluttershy, for your concern. If only your pony friends could be as considerate...” Discord responded as she casts a look at the others who are still glaring at him still seeing that he is untrustworthy.

“Don't listen to him, Fluttershy! He's just trying to drive a wedge between us like he always does.” Rainbow Dash responded as he flew up to Fluttershy.

“Now why in the world would I ever try to do a thing like that?” Discord said pretending to sound innocent.

“So we can't unite and use the Elements of Harmony against you, that's why!” Rainbow answered boldly as he flew up to Discord.

“I never thought of that...” Discord said still pretending to be innocent and hurt.

“You big liar!” Rainbow Dash accused him seeing through his lies as she flew back to the others.

“Now look who’s a liar.” Discord said now shrunken to be tiny. “Anyone can plainly see I am not big at all.”

Angel noticed that since he was small, he could get back on the couch. However, when the second he did, Discord reverted back to his size and pushed Angel off the couch, along with pushing the lamp near him causing it to fall and break causing Fluttershy to put her hooves to her mouth seeing this.

“Whoops” Discord responded realizing his mistake snaps his fingers to transform it into a Discord figurine lamp with him holding the light bulb in his right hand and wearing the lamp shade like a skirt.

“There all better.” Discord said while tail swatting Angel off the couch again as he slid back on the couch even though the lamp is now fixed to his liking rather than Fluttershy's.

“I can’t watch.” Applejack said covering her face with her hat and turning to leave in disgust.

“We’ll be outside.” Rainbow Dash told Fluttershy following Applejack's example by quickly flying out of the cottage along with the other girls and Spike.

Before leaving Midnight turned to face Fluttershy to ask “You sure you’re okay with this?”

“I know it's not gonna be easy, but Princess Celestia's counting on me. And... I think I actually know what to do.” Fluttershy responded with certainly in her voice.

“You do?” Midnight questioned.

“I think the key is to befriend him. Being kind to him and letting him be my house guest is probably the best way to do that.” Fluttershy answered as Angel unsuccessfully tries to get back on the couch Discord is sitting on only for him to move it out of the way when he tried to jump on it causing Angel to crash into a wall in the process.

“And you really think that'll work?” Midnight asked again to make sure she know what she is doing.

“I think it’s worth a try!” Fluttershy responded with complete certainly

“Okay, then in that case, I will trust you on this.” Midnight said placing her faith in Fluttershy before whispering. “But if you need us, all you need to do is whisper "help", and we'll be back here with our elements." And remember Discord..." Midnight added turning to address Discord "...we got our eyes on you so think carefully of how you act.” Midnight cautiously warned him as he tapping Angel like a punching bag while holding him upside down.

“Wh-what?! Look at me! I'm practically reformed already.” Discord responded to Midnight's warning by acting and dressed sophisticated while pouring Angel a cup of tea while sitting on chairs.

Midnight rolls her eyes at Discord’s antics as she turns to leave as Fluttershy nervously smiles and closes the door.

“She's really alright with him staying there?” Rarity asked.

“That's what she said.” Midnight answered.

“Personally, I think we should come up with a backup plan, in case this whole "befriending" business doesn't work out.” Rainbow Dash said crossing her arms still skeptical of the idea of Discord reforming.

“Rainbow Dash is right. This is Discord we are talking about, girls. It wouldn't be a bad idea to have another trick up our sleeves.’ Rarity said agreeing with Rainbow Dash.

“Personally, in my opinion I have to say I need to trust Fluttershy on knowing what is she doing.” Midnight responded voicing her input on the matter earning looks of bewildered surprise from the other girls. “But I already have another back-up plan in place as a last-resort.” Midnight added to reassure the girls that she a step ahead either way.

“You trust Fluttershy on this?” Rainbow Dash asked.

“Why?” Rarity added.

“As much as I am not 100% on the idea as all of you, but if there is one thing I learned about friendship is that you always got to place your complete faith in them. And I’m always a step ahead for either outcome.” Midnight said answering their question while walking with the others away from Fluttershy’s cottage. “So trust me, when I tell you that I have everything under control, okay?”

“Well I ain’t gonna lie to you, but I still don’t feel right about all this.” Applejack replied unconvinced “Cause I still think Discord is playing Fluttershy like he has before. Like he has with all of us except you Midnight”

“Yeah, you weren’t there when Discord was here last time!” Rainbow Dash added in the same tone while pointing her hoof at her.

“No, but I have read all about him and heard what he did through research and ears through Ponyville.” Midnight responded unfazed by Rainbow’s claim before continuing “But if it makes you all feel any better, just go on your separate ways and I will let you all know if Fluttershy needs us while do some research at the library.” Midnight told the others before walking off ahead clearly disgusted that only that they don’t put complete faith in Fluttershy but Midnight herself even when she is a step ahead. “Come on. Spike!” Midnight called as she headed back to the library.

Back at the library, Midnight checked all of her books including the ones with reforming spells ready to go use if necessary, and thanks to her quick thinking from earlier all of her books are fine no ripped pages. At the same time, Midnight observes Discord’s chaotic antics at Fluttershy’s cottage who is turning her cottage around and around from her crystal orb.

Of course Midnight doesn’t mind whatever happens next since she knows she will benefit from this situation but still has her faith in Fluttershy as promised swearing to herself only to use the reforming spells as a last resort as a testament to her vow.

She then heads back to the cottage to check up on Fluttershy to see her cottage is still rotating non-stop.

“Fluttershy!” Midnight called out to her. After a few seconds Fluttershy flew down to meet with Midnight and Spike while carrying Angel “Are you okay?” She asked with concern in her voice.

“We're fine. Everything's going great. Isn't it, Angel?” Fluttershy positively responded as she put Angel down on the ground who dizzily hops away.

“So, how it’s going with Discord?” Midnight asked.

“We're making great progress!” Fluttershy positively responded.

“Seriously?” Spike asked still not completely buying it.

“Oh yes. As you can see we're making great progress!” Fluttershy happily answered in order to attempt to assure him. “I'm earning his trust by giving him a little space to be himself.”

“Yes, I can tell by your cottage constantly rotating in the air.” Midnight sarcastically noted.

“But don’t worry, Midnight” Fluttershy again reassured her. “He's already really considering being reformed! He said so.”

“And you believed him?” Midnight asked in the same tone.

“If I'm going to be his friend, I have to start by giving him the benefit of the doubt! Tell you what. Bring all the ponies over for a dinner party this evening, and I'll bet his manners will have really improved by then.” She told her as she rose up into the air and pointed towards the cottage. “I'll even get him to put the cottage back on the ground first.”

“Then we’ll have to pray he doesn’t send it to another dimension.” Midnight said as she couldn’t help but throw in another sarcastic quirk before changing her tone into a more reassuring one. “But I still trust that you have everything under control.” Midnight told her to let her now she is still giving Fluttershy her faith in her. Fluttershy nods to Midnight thanking her for trusting her before flying back inside the cottage.

“Well, guess we now have a dinner to attend to.” Midnight said to Spike as she walks with them to tell the others what the plan is.

Just as she promised, Midnight leads the others back to Fluttershy’s cottage after having gathered them, although Midnight didn’t do much interacting with other than telling them they are meeting Fluttershy and Discord for dinner as she is pretty bitter for their lack in trust and faith in her even when she tells them that she is rightfully a step ahead in dealing with Discord.

“Ugh, I can't believe we're having a dinner party with Discord!” Rainbow Dash complained.

“This evening is sure to be a disaster. Glad I didn't bother wearing my fanciest outfit.” Rarity added who is wearing a fancy dress for the occasion.

“Fluttershy thinks this is the way to reform Discord and asked us to give it a chance.” Midnight said coldly still not even bothering to look at the girls. “And if Fluttershy thinks this is the way to go about it then I’m willing to give it a chance and I suggest the rest of you do the same whether you like or not.”

Before the girls surprised by Midnight’s cold tone could respond Discord opened the door to greet them.

“Oh, our pony guests!” Discord said in an upper class voice and wearing a tuxedo. “We're so delighted that you've come. Please, do come in.” Discord continued as he rolled out a red carpet for them to walk on with his tongue and then appeared at the doorway gesturing them to come in.

“With pleasure Discord.” Midnight politely responded to his gesture as she was the first to walk in as the other girls look on in shock at Midnight showing kindness and politeness towards the Lord of Chaos.

“See what a beautiful job he did helping? Discord set the entire table himself. I'm so proud.” Fluttershy told the others showing them the newly redesigned room as Discord appeared in front of Midnight.

“May I take your... hats, ladies?” Discord asked while clearing his throat while touching Midnight’s crown which Midnight is quick to hold on to.

“No, no. That wouldn’t be necessary, Discord. But thanks anyway.” Midnight politely replied.

“Hang on to your elements, girls. It's gonna be a bumpy night.” Midnight advised to the other girls in a whisper.

Once every pony was settled in they all set themselves at the table as dinner is served.

“As you all know, Princess Celestia hoped we'd help Discord use his magic for good instead of evil.” Fluttershy addressed every pony to remind them of their task.

“Pinkie Pie, care for some gravy?” Fluttershy kindly asked her who was chowing down on her plate of mashed potatoes.

“You bet!” Pinkie happily replied.

“Allow me.” Discord offered as he uses his magic to turn the gravy pot alive who walks up to Pinkie Pie.

“Oh, what a cute little gravy boat you are! Yes you are! Yes you are!” Pinkie said in an affectionate tone as she pets the gravy boat like a dog who in turn licks her before filling her mashed potatoes with gravy.

“That's one creepy little gravy boat if you ask me.” Rainbow Dash commented disturbed by the sight of it.

“Oh, come on now, Dashie. You're not even giving this a chance.” Fluttershy returned in a scolding tone.

The gravy boat ran over to Rainbow and released hot gravy on her aimed at her lower region. She immediately jumped into the air and began flying in place after having to dodge hot gravy being poured on her crotch.

“Hey! That’s hot!” Rainbow Dash exclaimed.

“Whoops, I’m so sorry” Discord chuckled pretending to act like he didn't mean to even though he clearly did it on purpose.

“He did that on purpose!” Rainbow rightfully accused while pointing at hoof at him.

Fluttershy formed a suspicious-like expression on her face, hesitating whether to believe Rainbow Dash or not.

“Oh, well, I don't know about that. Mistakes happen. Oh, look, every pony, dancing candles!” Discord innocently mentioned as he pointed to the candles that are now dancing with lit wicks which is something that only Spike is fascinated by only for Rainbow Dash fly over to blow them out.

“I'm not falling for that! Discord's just trying to distract us from–“ Rainbow Dash told him that he is not fooling anypony with the charde he is trying to pull. At that moment Rainbow was interrupted by the candles that repeatedly poke her as she landed her hooves on the table.

“Hey! Knock it off! I suppose that's another "mistake"?” Rainbow Dash grunted as she tried to speak trying to prove her point.

"No, I think you just made them mad.” Discord retorted with narrowed questionable eyes.

“But something to me feels something is fishy going on.” Midnight questionably said skeptical of Discord’s gestures.

As soon as she mentioned that, the soup tureen, which looked like a fish, immediately spat out the soup from inside towards Midnight which earned him a glare from the dark-furred unicorn. It faced Spike and spat soup at him as well.

“Discord?” Fluttershy scolded the Lord of Chaos.

“Well, it's hardly my fault if the soup tureen finds the term "something fishy" to be offensive.” Discord explained, wanting to blame someone else instead of himself not seeing that he has done anything wrong.

The soup tureen slowly angled towards Rarity. She immediately gasped and flinched, placing her hooves in front of her. “Not the dress! Not the dress!” She screamed begging for mercy. But it was to no avail as she winds up sprayed by the tureen anyway before doing the same to Applejack.

“That tureen's only doin' what you're makin' it do!” Applejack told Discord she tries to prevent herself from being hosed by the tureen.

“Now let's not jump to any conclusions.” Fluttershy addressed the others trying to keep the peace.

“Fluttershy! Can't you see what he's doing? He's playing innocent with you so you'll never agree to use the Elements of Harmony against him!” Rainbow Dash said as she finally kicked the candles that were attacking her away before being faced by the tureen and sprayed by it.

“Oh, well, that's a bit harsh, isn't it?” Discord said pretending to sound hurt by that comment as the tureen continues to spray every pony except Midnight who protected herself with a magic shield.

“You see what I’m saying, right, Fluttershy? Fluttershy!” Rainbow asked her as she quickly trapped the tureen under a plate cover.

“You know what I see? I see that Discord's far from perfect, but I also see none of you giving him a chance!” Fluttershy asserting her stance on seeing the good in Discord.

“I’m giving him a chance!” Midnight immediately and defensively countered her stance. “Even with the antics he has pulled right now, have you seen me complaining and making accusations?” Midnight added sounding offended by Fluttershy’s claim.

“Yeah, What's gotten into you?! Why do you keep cutting him so much slack?” Rainbow asked demanding to know why.

“Because that's what friends do.” Fluttershy simply responded as she hugged him.

“We’re friends?” Discord questioned surprised by this gesture.

“Why, of course! I can't remember my house ever being this lively before you came along. “ Fluttershy reassured her she meant her words while flying up to her face.

“Oh... Well, I've... never really had a friend before. “Discord responded taken aback by this sounding really touched by this.

“Well, now you do!” Fluttershy positively replied as she placed a hoof on his hand.

“Not just one” Midnight countered again, as she walked towards him sternly which surprises Fluttershy, before smiling “You’ve got two new friends now.” Midnight replied while placing her hoof on Discord.

This causes the other girls to react in shock and horror at what they are hearing from Midnight except Fluttershy who’s surprise turns into a smile seeing she is not the only pony giving him a chance who winks at Fluttershy to reassure her that.

Discord hearing this, is now so touched by Midnight’s gesture he doesn’t know what to say.

Before any pony could say something else and their thoughts of what just happened, Angel came inside through the window, hopping frantically in front of everyone.

“Now is not a good time, Angel. We're having a dinner party.” Fluttershy politely told him.

Angel continued his loud worried chitter, catching Applejack’s attention as she was trying to decode the message he is trying to tell them.

“Hold up! I-I think he's tryin' to tell us somethin'!” She pointed out.

Angel poured a glass of water on himself and began splashing around before grabbing and holding an apple over his head.

“Apple!” The mane cast minus Fluttershy and Midnight exclaimed leading to Angel to point towards Applejack. “Applejack!” He narrowed his eyes in order to send them the message that the girls didn’t guess correctly. He slapped a paw on his forehead and strained his face as he struggles to get the message through to them. He pushed another jar towards them, with what looked like tea, and threw the apple inside.

“Oh, oh, oh!” Rarity exclaimed, analyzing the jar that held the apple inside of the liquid carefully. “Sweet Apple Acres!”

Angel bounced happily on the table to tell Rarity she guessed correctly.

“Flooding at Sweet Apple Acres!” Rainbow pointed out finally putting the pieces together. “And we all know who's behind that now, don't we?!” She added as she flew over the table pointing another accusing hoof at Discord's direction.

“Who, me?” He asked, with a halo over his head acting innocently.

“Oh, give it a rest!” Rainbow Dash exclaimed not buying his act for one secondas the other girls except Midnight had already walked to the door and began leaving. “What do you think of your ‘friend’ now, Fluttershy?" She told her in a disgusted tone before turning to face Midnight in the same tone.

"And here I thought you said you knew what you were doing, Midnight? I can’t believe you of all ponies would trust him?” With that she stormed out of the cottage with Midnight glaring angrily at Rainbow’s remark at her in her direction while Fluttershy faced Discord with a significant change in expression. Discord shrugged while the look on Fluttershy's face has her feeling she has come to realize she has made the mistake of labeling him as her ‘friend’ while Midnight could only look on at the door looking pretty hurt and angered by Rainbow Dash’s comment and lack of trust in her.

Midnight then began to walk out with Fluttershy flying by her side to catch up to her.

“I’m sorry, Midnight.” Fluttershy apologetically told her while placing a comforting hoof on her shoulder which Midnight accepted.

“It’s not you or Discord that I’m upset about.” Midnight reassured Fluttershy that she is not at fault. “You’re doing everything you can to give Discord a chance and I followed in your example when no one else would.” She explained as she still looked down at the ground as she continues walking. “It’s the other girls for not putting their faith in me when I told them I have this all under control and I’m prepared for whatever happens with Discord that I’m really upset about. It’s like even after we just started knowing each other they still don’t completely trust me.” She further explained as she looks at Fluttershy.

“I know.” Fluttershy understandably responded like she knows what Midnight is feeling right now. “And I appreciate the fact that you tried to give him a chance. It’s the thought that counts.” Fluttershy kindly said with a smile. “If only they can see that Discord can be reformed if they just show him some kindness.”

“Or maybe there are just some things that can’t be changed.” Midnight responded sounding defeated as she walked ahead while Fluttershy could only look sorry for her as much as herself.

When every pony gets to Sweet Apple Acres, every pony widens their eyes in shock at the sight they were seeing. The entire area had been completely flooded! The water was so high that it reached the leaves of the trees! And the rest of the Apple family was on buckets, trying to retrieve floating apples! And the source of what was holding all this water were the beavers nearby. There were four beavers that are just completing their third dam.

“I've never seen the floodin' this bad!” Applejack said in shock commenting on the sight of what she is seeing. “They've built dams 'round here before, but never like this! What's goin' on?”

Fluttershy quickly attended to the problem by flying over to the beavers to speak with them. She calmly and politely tried to persuade them to stop what they are doing, they only angrily chittered and chattered at her, one of them waving a stick around.

Fluttershy gasped in shock at what the beaver had just said to her. “Such language!” The beaver that spoke back threw the stick he was holding at her. She flew out of the way and towards the others seeing the beavers won't listen to her.

“It’s no use. They won’t listen to a word I say!” Fluttershy told the others with a sigh.

“You see Discord's behind all this, right?” Rainbow asked her again.

“Oh, of course I do!” Fluttershy assertively responded “Do you all think I'm a silly, gullible fool?” She questioned the others who don't trust her and Midnight's word.

“Only in the sense of being silly and gullible…” Rarity awkwardly mentioned as she and the others except Midnight spoke in broken sentences and muttered words.

“Um, well…” Pinkie spoke awkwardly.

“Uh…uh, no, not exactly…” Applejack spoke in the same tone as Pinkie.

“I've just been trying to gain his friendship any way I can, so he'd come to trust and listen to me! And it seems only Midnight is willing to give him that chance as well!” Fluttershy explaining her efforts and sticking up for Midnight while she was at it.

“She’s right!” Midnight spoke up as she prepares to further defend her case. “And here I thought you girls would trust me and know what I’m doing when I claim I say so, and yet it seems I have to prove myself more and more even after you all warmed up to me.” Midnight added while directing a glare at them specifically at Rainbow Dash throwing her earlier words back at her as Discord called out from the overflowing body of water while water skiing in the flood pulled and powered by a pair of tureens.

“Hey there, Fluttershy, Midnight, do either of you want a turn? The water's great!” He called out to the two mares.

“Time to see if it worked.” Fluttershy said ready to put it to the test before turning to Midnight. “You ready, Midnight?”

“Ready when you are!” Midnight replied in the same tone as her.

“Fluttershy, Midnight, oh, there you are.” He jumped of his soup tureens and ran over to the two ponies. “A sight for sore eyes.”

“As you can see, there's a big mess down here at Sweet Apple Acres.” Fluttershy addressed him as she pointed out towards all the water in the farm.

“Oh, yes. Awful business, that. Mm…” He responded, not caring about the issue as he wiped himself dry with a towel.

“It is awful. This is Applejack's home, and it's being destroyed by innocent creatures who would never be acting this way if it weren't for your reckless behavior.” She added to emphasize the seriousness of the situation as she turned away from him and shut her eyes as she finished by saying. “You need to fix this.” in an assertive tone.

Discord thought about this for a moment before answering “Oh, yes, very well, I will fix it. I only ask one thing in return.”

“And what would that be?” Midnight asked with a arched eyebrow.

“I ask that the two of you never use your Element of Harmony against me. As a sign of our friendship.” He asked as he pointed towards Fluttershy’s necklace and Midnight’s crown.

Fluttershy opened her mouth, not sure of how to respond to this request. She looked to the others who only shook their head in disagreement. While Midnight still faced him while glaring at him, Fluttershy would then join in with her narrowed eyes.

After a moment Midnight took of her crown and tossed it towards Spike to catch.

“Fine, I won’t use my Element of Harmony against you…” Midnight spoke up with her decision made shocking the other girls except Fluttershy who takes off her necklace.

“Neither, will I!” Fluttershy added further shocking the girls as she tosses the element to Spike as well.

“Excellent!” Discord answered pleased hearing this as he snapped his fingers with a flash of magic. But instead of fixing the mess he turned the flood into an ice rink shocking Fluttershy while Midnight still contained her glare at Discord with her expression having zero change while unsurprised at Discord's predictable behavior.

“There, much better! I do prefer ice skating to water skiing! Don't you?” Discord happily said as he skated around by three clones he created to give him a perfect score each as a nonexistent crowd cheered.

“Discord!” Fluttershy scolded, sending a cold puff from her breath. “That’s not fixing it!” She jumped off towards the slippery ice while Midnight followed after her while trying to keep her balance.

Discord stopped skating when he saw Fluttershy and Midnight coming towards him “Why, I oughta...” She started before ended up sliding away from Discord as a result of losing her movement on the ice while Midnight was able to stop her skid in front of Discord.

“Where are you going?” He asked as if he had done nothing wrong again. “What's wrong, pal?”

“Don’t call me your pal!” Fluttershy angrily responded.

“Oh, pfft, come skating with me, and we'll let bygones be bygones.” Discord responded ignoring Fluttershy’s anger at him while creating two pairs of ice skates for both girls.

At that moment Spike slid up holding the girl’s elements in his hands ready to give them back to them so they can use them against Discord.

“Here you go, Fluttershy! Midnight! Game on!” Spike tried to tell them to change their minds about him to no avail as
Fluttershy is the first to speak her stance on the matter. “I made a promise not to use my element against him, and I'm going to keep it.”

“And so will I!” Midnight also vowed following in Fluttershy’s example causing the girls to react in complete shock as they walked away with the skates as Discord appeared on top of both Midnight and Fluttershy so he could gloat to the other ponies.

“Hahah! You see? They want to have fun with me because we're friends. She can't use the elements against me because we're friends. I'm free forever!” He laughed in triumph before Midnight got his attention by speaking up while dropping the skates.

“We said we won’t use the elements against you. That doesn’t mean we are still friends.” Midnight assertively said before turning to Fluttershy as she turned to walk away “Come on, Fluttershy! Let’s go!”

Fluttershy would then follow Midnight's example by dropping her skates to join Midnight by walking away from him in the same manner.

“Who cares?” Discord responded not fazed of what had just happened. “I can do whatever I want, whenever I want. I'm Discord, the master of chaos! You think you can boss Discord around? You think I'm just going to turn all this back because you say so? Because if I don't, I'll lose the only friends I ever had?”

“Yes!” Midnight bluntly responded. “The only friends who offered you their friendship and a chance of redemption after everything you have done in the past. She gave you a chance when no one else would. And I followed in her example because I believed in her faith in you. So if I were to ask you this, is a lifetime of doing whatever you please at other expenses really worth throwing friendship away?” Midnight asked while raising an eyebrow at him as hearing this really knocks sense into Discord as he silently knows the answer.

“Oh. Oh. Well played, Fluttershy, Midnight.” Discord sadly answered having come to a realization.

Discord then skated towards a nearby apple tree gloomily and sat there. There, he turned everything back to normal.

When the other girls see that Fluttershy and Midnight’s plan actually worked, they all cheered and raced towards the two ponies.

Discord appeared before them as he offered to say a few words.

“I like it better my way, but... I guess when you're friends, you can't always have things exactly your way all the time, eh?” Discord told them with a genuine smile.

“Yeah, it’s tough.” Midnight sympathized. “But in the end you’ll find there are some things worth making sacrifices for even if it includes making tough choices as long as you use your magic for good going forward.”

“Wow, I can’t believe it!” Applejack commented in surprise as she addressed Midnight.

“Your and Fluttershy’s plan actually worked!” Applejack added now sounding guilty for not trusting them.

“And we didn’t believe in you, even when you said had this under control.” Rainbow Dash added just as guilty.

“Oh darlings, we are so sorry we doubted you and Fluttershy. Can you forgive us?” Rarity asked them now very regretful of the way she and the others treated them.

“I suppose as long as you put your faith and trust in me the next time I ask of all of you and assure you all to do so I suppose I let this all slide." Midnight replied in a seemingly forgiving manner before giving her a small and stern glare. "This time that is. But I won’t forget it”. She firmly told her which Rarity responded to with a nervous nod and grin as the girls all give her warm and understanding smiles hearing this from Midnight.

Later, Midnight sent out a letter, calling Princess Celestia to their location back in town.

She stood before them, smiling as if she was already expecting Discord to come clean with her royal guards waiting behind her with her carriage ready as Discord approaches her.

“Yes, Princess, I'm ready to use my magic for good instead of evil.” He told her as he bowed to her in respect. “Most of the time.” He said to himself under his breath which Midnight took notice of and heard with focused ears.

“Congratulations on your success, ponies. I definitely sense a big change in Discord.” Princess Celestia told them before leaning down to Midnight’s ear to whisper to her still weary of any tricks Discord has up his claws. “I'll leave the Elements of Harmony with you, Midnight. Just in case.” Midnight nodded in agreement before speaking up.

“You were right when you said Fluttershy would be the one to find the way to reform Discord. By treating Discord as a friend, she got him to realize that friendship was actually important to him. And something that, once he had, he didn't want to lose. Even more so, when I decided to follow in her example and give him a chance as well.” Fluttershy hearing this blushed and touched hearing Midnight vouch for her.

“Go on. Say it…” Fluttershy nudged Discord to say what Fluttershy instructed him to say.

He groans and hesitated like doesn't want to say it. “Alright” He grudgingly replied as closed his eyes and turned away. “Friendship is magic.” He quickly announced, looking around afterwards.

“See? He can be a real sweetheart once you get to know him.” Fluttershy endearingly mentioned.

The others girls, including Spike and Princess Celestia, turned away in embarrassment as Midnight on the other hoof chuckled at Fluttershy’s words and the other’s embarrassed looks.

“Sweetheart might be a bit of stretch there if you ask me.” Midnight said to herself while putting a hoof on her mouth avoid being seen laughing at them.

Once Discord leaves with Princess Celestia in the latter's carriage she secretly smirks seeing that her plan of going along with Fluttershy’s reformation attempt and giving Discord her friendship gives her an angle to be able use Discord to further her plans in the future and outplay Celestia at her own game especially when he said he’ll use his powers for good most of the time.

Author's Notes:

In this chapter we have Midnight showing a display of pragmatism which is a key part in her character by befriending Discord seeing him as someone who will follow her lead and work with her with the right words in order to ensure he doesn't cause trouble for her when she plans to takeover Equestria. By doing what she did in this chapter she is essentially playing and beating Celestia at her own game and turning her plan into her advantage which will come into play in later chapters without her realizing it.
Note: In case anyone isn't up to date on my author's notes from the last chapter, I have also added a flashback scene playing through Spike's mind to make Midnight's manipulation of Spike's emotions more heart-wrenching and hard-hitting to further cement his undying loyalty to her in the end. So for those who like the addition you can thank Omipotence for throwing the suggestion in my mind.

Chapter 9: Game Ponies Play

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Chapter 9:

Game Ponies Play

One fine morning, at the Golden Oaks Library, Spike was making himself a jewel cake.

He was currently mixing the bowl of batter for his jewel cake. If Midnight wasn't holding on to them for safekeeping, he would have jewels in his possession ready to add to his cake or rather in his belly in his case as every time he tries to add in the jewels into the cake batter he ends up eating them to the point Midnight had to go out and get another bag of jewels after Spike ate the first supply she provided him much to her annoyance.

After finishing up the mixture he set the bowl down so he can ask Midnight for the jewels so he can put onto his cake. He walked into the room where Midnight is in and to his surprise her expression is happy, as if he never seen her happy before, not even since the day they met.

"So what did you want to see me for?" Spike asked while questioning Midnight's happy mood. " It’s got to be very important because I don't think I've ever seen you happy before.”

"You remember the Crystal Empire, do you?" Midnight asked Spike.

"How could I forget? That place was amazing. Especially after you saved everypony there." Spike replied before questioning where she was going with this.

"Well, I've got good news." Midnight explained as she showed him the letter. "Princess Cadence just sent me a message this morning. She says that the Crystal Empire is being considered for the Equestria Games, and she wants me and the other girls to help welcome the games inspector, the pony who gets to decide whether or not the empire gets host the games."

"That's great, when do we leave?" Spike asked sounding very excited and thrilled at this great once in a lifetime opportunity.

"Since this a last minute notice we need to catch the first train to the Crystal Empire tomorrow morning." Midnight answered leaving Spike suddenly surprised at the very short notice. "If I were you'd better start preparing Spike because we've got ta very important task to complete if we want the Crystal Empire to host the Equestria Games."

Spike after recovering from his shock was delighted.

"I'll go ahead and start packing." Spike immediately told Midnight as he prepared to set out to do so. But just as he was about to leave he stopped in his tracks as he remembered the question he was going to ask Midnight and then turned around. “Oh, uh, Midnight, could I possibly get the jewels you stashed away for my cake?” Spike kindly asked to which Midnight complied with his request without second thought by using her magic to summon the gems to give to Spike hidden under her desk.

“Remember, they are to go straight into the batter this time or you’re going to be having a jewel less cake.” She warned in a tone making it perfectly clear to him that she is not going out to get more gems if he were to instantly eat them all again. Spike instantly dashes over to the bowl dumps all the gems with the batter and then dashes off to start packing his and Midnight belongings they are going to need for the trip.

As soon as Spike leaves, Midnight warm smile turns into a devious smirk from knowing what she said was enough to ensure Spike doesn’t eat anymore gems before putting them into his cake but the fact of seeing the Equestria Games hosted at the Crystal Empire as the perfect opportunity to carry out her agenda as well since she secretly has the Crystal Empire under her control with no pony the wiser to what she has done to do so as her heart glows.

By the next day, Midnight, Spike, and the others, were all on their way to the Crystal Empire. Every pony was excited at the opportunity, except for Midnight. She knew that the empire would be subjected to a very strict inspection. If even one thing was out of place or not to the inspector's liking, it could be enough to cause the games to go to another city or town. To her this is a task that must be done perfectly to ensure success.

Rainbow Dash all knew too well what the feeling is having already experienced that when she told the story of how Cloudsdale was considering for hosting the games, but for reasons unknown Fillydelphia was chosen instead.

“With that said, it gives us all more of the reason to ensure everything goes perfectly!” Midnight further explained to everypony using Rainbow’s story as an example of why everything needs to be perfect.

“These Crystal Ponies lost a thousand years to an evil king's curse. They've had enough bad news. No way we're letting them experience the pain of losing out on these games.!" Rainbow Dash added.

"Exactly. Even with King Sombra gone, he caused a lot of damage during his reign of terror. This is the empire's chance to show the rest of Equestria how far it's come in such a short amount of time." Midnight further explained adding onto Rainbow Dash's explanation. "Especially since Princess Cadance is counting on us to do our part to convince the Games Inspector to choose the Crystal Empire. And we are not gonna let her down. Are we?" She asked the others.

"Don't worry Midnight, we won't let you down!" Pinkie Pie enthusiastically responded.

"That's great, but just to be on the safe side, let's run through the welcome routine one more time." Midnight replied.

The other mare groaned as they all got up from their seats as they all got in position ready to perform the routine again. As Midnight teleported over to join them, they began to chant as they formed a pyramid with Applejack and Pinkie Pie on the bottom holding up Midnight and Rarity who hold up Fluttershy and Rainbow Dash on their backs:

Two, four, six, eight!

Name a place that's really great!

At that moment the train began to lurch as it slowed down and pulled into the station. This sudden movement was enough to throw every pony off balance, and the pyramid they had just formed collapsed.

"We have arrived in the Crystal Empire." the conductor called, as he made his way through the coaches "Watch your step as you get off the train."

“Hey, practice makes perfect regardless of the situation. Especially, when something as important come up like this.” Midnight explained to the glaring farm pony justifying her reasons for wanting them to practice at every opportunity possible in order to emphasize her point.

As the group left the station, everywhere they looked, they could see crystal ponies rushing around, doing their best to make the Crystal Empire look spotless. Their hard work was easy to notice, the buildings that had been cleaned and polished, sparkled in the sunshine.

“Wow! The Crystal Empire looks crystallier than ever! “ Pinkie happily noted.

“They must have everypony in the Empire out sprucing it up! “ Applejack added.

“This must be why we were asked to handle the welcome committee routine.” Midnight also added emphasizing how important the situation is.

“And it's probably also because we'll be awesome at it.” Rainbow Dash responded adding her input as well.

“Princess Cadance was right. These ponies do look pretty darn excited.” Applejack noted as two fillies run around holding flags in their mouths as Rainbow Dash picks one of them up.

“Yup, I remember that feeling.” Rainbow Dash said as he hugged the filly. “But not as much as I remember the crushing wave of disappointment that came when things didn't work out.” Rainbow Dash said as sadly recalled his disappointment over her hometown not being chosen for the games causing the young filly to look like he is going to cry. “That right there. That is the face I do not want to see.”

At that moment, Midnight used her magic to drag the others except Spike with her so they can meet up with Cadance faster as she is expecting them. She also uses her magic to hand the filly his flag back with Midnight giving him a smile and a wink from her right eye as she walks away to reassure him the Crystal Empire will host the games before turning to Rainbow Dash.

“You keep talking like that, then you might as well buy an umbrella for a potential non-stop rain storm surely you and the other Pegasus’s at Cloudsdale can help with that.” She sternly warned her not to go on crushing other ponies dreams causing Rainbow Dash to sigh and give Midnight an apologetic look.

"So, where are we going exactly?" Spike asked.

"Princess Cadence already told me where to meet up in the letter she sent yesterday." Midnight replied "Follow me." So everyone followed Midnight, and before long they came to a spa located just outside the center of the empire.

When they got inside, Rarity was immediately overwhelmed with joy at the sheer beauty that she saw all around her as if the spa was the most gorgeous sight she had ever seen.

In the distance, Midnight spotted Princess Cadance on the opposite side of the room. "Cadence!" she exclaimed happily, as she raced over to greet her.

"Midnight! I'm so glad you could make it!" Cadence replied in the same tone, as the two hugged each other.

“We’re just as glad you have invited us for this opportunity!” Midnight eagerly told her that they are ready to impress the games inspector.

As the two were greeting each other, Rarity was busy taking in the sights of the crystal spa. Needless to say, she was amazed. "Oh, my. This is spectacular." she exclaimed "Please, everypony, stand back! I need air!"

"Wow, calm down Rarity it's not like you're going to die of seeing things that are sightly stunning." Spike amusingly pointed out.

"Go right ahead and help yourself to whatever you'd like. It's all complimentary for the welcome committee." Princess Cadence said to Rarity as she placed her arm around her as she looked around, until she locked her eyes on a interesting sight which is a small pool, filled with some sort of crystal like gelatin mixture.

"What's that?" Rarity asked Cadance.

"That over there is a crystal mud bath." Princess Cadence told Rarity as she continued pointing a hoof in it's direction as she continues to explain. "It relaxes your body and rejuvenates your coat. Now, I realize it can be kind of strange to climb into mud, but if you'll just give it a chance, I'm sure–"

At that moment she was interrupted as Pinkie Pie let out a "Woo-hoo!" and dive bombed into the crystal mud bath.

Midnight immediately rushed over not liking her behavior.

"Pinkie!" She scolded. "Seriously?!"

Pinkie Pie just giggled in response ignoring the lack of manners and tact she was showing which is something Midnight didn’t like as Pinkie Pie was embarrassing her in front of Princess Cadence.

"Aw,come on lighten up." Pinkie responded. "Don't be such a hard head." She commented on Midnight's serious demeanor as Midnight angrily glares at her.

"We are here to ensure the Crystal Empire gets to host one of the important events in Equestria.” Midnight spoke in an eerily calm tone. “And the first thing you do is to make me look bad in front of Princess Cadance with your lack of manners!” She continued while gritting her teeth.

Seeing this causes the other ponies to register “Uh-oh!” looks on their faces as they could tell she is angry and ready to tear Pinkie apart despite the calm tone she is speaking in.

"Uh-oh." Spike fearfully spoke wondering what Midnight is going to do her as Pinkie quickly jumps out of the pool and backs up to the nearby wall in fear after immediately realizing she pushed Midnight too far this time.

Luckily, before Midnight could approach Pinkie, Princess Cadence calmed her down by placing a hoof on her chin.

"It's okay, Midnight, calm down." Princess Cadance assured her Pinkie isn't doing anything wrong. "If it helps I have a little exercise that helps calm me down whenever I get stressed which I think might help you to." Cadance offered.

"Okay." Midnight reluctantly complied as she still wants to scold Pinkie to make sure she doesn't do anything that would cost the Crystal Empire the games but sees that she needs to keep herself in check in order keep her friendship with Pinkie for the time being. “I’m all ears for what you have offer.”

Princess Cadence instructed her as she took a deep breath placing a hoof to her chest. Midnight repeated after her as instructed. Cadence continued as she let the deep breath out. Midnight did the same, and just like that she was now much more calm and cool as Cadence's technique worked wonders for her.

"Thanks! That actually did help a lot." Midnight thanked her.

"You're welcome." Princess Cadance happily replied. "Go ahead and have a good time while have my ceremonial headdress done." Cadence added as she sat down on one of the spa chairs.

Rarity was surprised at Cadence what had just said.

"Ceremonial headdress?" she asked intrigued.

“When meeting with important guests, it was tradition for rulers of the Crystal Empire to weave crystals into their manes in a very specific way. The Games Inspector is known for doing her homework. She'll certainly be expecting my look to reflect the importance of her visit." Cadence replied to Rarity's question.

Just then, the spa door opened and a crystal pony with a sparkling blue coat came running in. She was out of breath, and seemed very concerned about something.

“Princess, if I may have a word. I-I have two pieces of news for you. First, your mane stylist has the flu and won't be able to make it for fear of you catching it, too."

"Oh. Well... I hope she gets better soon." Princess Cadence replied sweetly yet disappointed and surprised, then she turned to the other crystal ponies in the spa "Do any of the other stylists here know how to do the traditional royal ceremonial headdress?"

Each of the stylists replied no with a shake of their heads. Needless to say, Princess Cadence wasn't pleased to hear the news but she performed her own deep breathing technique to keep her cool.

"Just a... small detail. I'm sure the inspector will understand." Cadance kindly responded.

"Whoa, whoa, whoa! You're trying to land the Equestria Games here. There is no such thing as a small detail!" Rainbow Dash responded not pleased to hear that.

“Rainbow Dash!” Midnight crossly warned Rainbow Dash to watch his tone in front of Princess Cadance.

"I suppose... I could give it a shot." Rarity volunteered after a brief hesitation of stepping up to the task earning a thumbs up from Spike.

"Oh, Rarity, you would do that for me?" Cadance asked sounding pleased as Rarity nodded yes in response. Seeing that she has some pony she can count on unrolls a massive scroll with her magic for Rarity to read. "Fortunately, I have all the precise instructions right here."

"Oh, my!" Rarity exclaimed nervously at the sight of so many instructions before her.

"You sure you're up to this?" Princess Cadence asked Rarity giving her one last chance to change her mind not wanting to unload this if she is really not experienced enough to handle it.

Rarity gulped, but plucked up courage as she answered.

"Working on the hair of royalty on such an auspicious occasion is the opportunity of a lifetime! I will give it everything I've got!" The fashionable unicorn vowed her confidence that she can complete this no problem.

"See? No worries! Everything is under control." Midnight reassured Rainbow Dash.

"Can you blame me for thinking it wasn't?" Rainbow Dash replied as if she already knew it. "We're lucky Cadence had that instruction sheet. We won't get lucky a second time."

"Don’t, worry! I’ve got this!” Rarity reassured Rainbow Dash. “Besides, the Games Inspector isn't expected for several hours. I'll have plenty of time to figure out exactly how to... do... this..." Rarity added nervously as she looks at the long list of instructions.

"Oh, Rarity, that's wonderful!" Princess Cadence said with a smile while putting her hoof on Rarity’s shoulder as she turned back to the messenger. "You said you had a second bit of news for me?"

"Yes, quite. The Games Inspector, Ms. Harshwhinny, will be arriving on the... next train." She nervously added.

Everyone present in the spa gasped in horror hearing this last minute update.

"What!? Why couldn't you have told her that news first!? That's fifteen minutes from now!" Rainbow Dash shouted angrily.

“Oh, my goodness!” Fluttershy commented on the news as Applejack opened the front door to see if Ms. Harshwhinny was already on her way.

At that moment, Midnight while surprised hearing this unexpected turn of events maintains her composure by performing the deep breathing technique Cadance just showed her before speaking to Rarity taking charge of the situation herself.

“How long till Cadance is ready?” Midnight quickly asked.

"Hmmmm... I'm sure I can find some shortcuts." Rarity replied, looking at the instruction sheet again "It might take a while, but I'll get it done."

"Can you have her ready to meet us back at the castle by the time Ms. Harshwhinny arrives?" Midnight asked her.

"Done!" Rarity replied confidently.

“Spike, can you stick around with Rarity to help her out?” Midnight asked Spike.

"Can do." Spike eagerly responded to her request. "Besides, I already had the feeling she's gonna need my help." He added to not so subtly imply his crush on Rarity as if he was doing it in the name of love.

"Good!" Midnight nodded as she picked up a note from the messenger and reads it and instructs the other ponies to follow her out and head for the train station.

“Everypony, just be on the lookout for the pony with the flower print luggage.” Midnight instructed the others.

“Easy peasy, pudding in the freezy! “ Pinkie stated as she happily bounced.

“We bring the Games Inspector back to the castle, put on our big welcome committee how-do-you-do and then...“ Midnight added as Pinkie spoke up.

“Put the pudding out to thaw before you eat it or you'll crack a tooth?" She added as she continued bouncing forward.

“I’ll just ignore that.” Rainbow responded not going to even bother to comment.

“Good idea.” Midnight said in response.

“We need to remember that the Games Inspector arriving early is probably part of a plan to psych us out.” Rainbow Dash said as she warned the others.

“What do you mean?” Midnight inquired.

“You said it yourself. She's got a rep for trying to catch hosts off-guard, just to see if we can handle the kind of massive pressure that comes with hosting the Equestria Games." Rainbow Dash explained.

“Oh, no... We're gonna blow it... “ Fluttershy reacted worriedly.

“Not if we always stay one step ahead and don't fall for any of her mind games. Anything she throws at us, we just need to remember she's testing us and roll with it.” She emphasized by rolling in the air.

“It will be okay, as long as you all follow my lead.” Midnight advised as the girls arrived at the train station.

Upon arriving at the train station, the girls spread out and searched the platform for any pony that matched the description they had been given before finding one that did match. The mare had a yellow-green coat, a bright green mane and tail with a chicken cutie mark on her flank. This, combined with her plain light purple dress doesn't give the girls the impression that she seems professional. Regardless the girls approached her to make sure she is the pony they are looking for.

"Excuse me, ma'am?" Rainbow Dash asked.

"Yes, what is it?" the mare aggressively replied.

"Are you Ms. Harshwhinny?" Midnight asked the mare.

"Huh? Oh, yes I am. So kind of ya to notice." The mare replied.

The girls except Midnight breathed a sigh of relief who seemed skeptical that they are looking at the right pony. They thought the mare had answered their question. "Well, I know you're not expecting us, but we're here to personally welcome you to the Crystal Empire." Midnight kindly told her nevertheless.

The mare was surprised to hear this, but thought nothing of it. "Well, darn tootin', ain't that just the cat's meow! Y'all didn't really need to do that. Why, I hardly expected anythin' like this." The mare exclaimed, barely able to contain her excitement.

"Phew!" Applejack said in relief before continuing. "The Princess wouldn't have had it any other way.." Applejack happily added.

"The Princess? Princess Cadance?" The mare asked sounding very surprised.

"None other!" Midnight replied.

"Well, tie me up and throw me down! This just keeps gettin' better and better!" The mare shouted in excitement as Fluttershy volunteered herself to carry her luggage. Unfortunately for Fluttershy she found out that the mare's bags were really heavy to the point that Fluttershy found it hard to lift them off the ground, despite her best efforts.

"Ooh, I love flower print!" Fluttershy happily commented.

"Our first stop is the castle, where we got a big razzamatazzy welcome planned for you!” Pinkie announced.

“The castle? Are you kidding?! Hot-diggety-dawg!” The mare once again exclaimed in excitement.

"So far so good." Rainbow Dash whispered to Midnight.

"My thoughts exactly." Midnight replied. "We just gotta roll with it until the Princess gets there and we'll be just fine."

"Easy peasy, pudding in the freezy!" Pinkie Pie commented.

But as they made their way back to the Crystal Empire, Midnight couldn’t help but wonder that something was off about the pony they greeted thinking that they have the wrong pony but after some thinking Midnight decided to roll with it already having thought up a back-up plan in place in case her suspicions are correct as she and the others led the mare they thought was Ms. Harshwhinny to the outskirts of the crystal castle.

"So far so good." Midnight thought to herself.

“My golly, the crystal castle!" the mare gasped in further amazement. "Why, I've seen a few pictures of it, but I never expected to see it with my very own eyes! From the inside…"

“Oh my gosh, she's so nice!” Fluttershy commented.

"You're letting her lull you into a false sense of confidence." Rainbow Dash warned Fluttershy. "She's acting nice to catch us off guard! It's all part of the game. We've got to stay alert. Remember what's at stake here!" She reminded her of the severity of the situation as she placed a hoof on her nose causing Fluttershy to keep her thoughts to herself now.

The mare followed Midnight and the others into the crystal castle who continues to show how greatly amazed she is at the sight of it.

"This place is even better than I imagined." She happily exclaimed in further excitement. "I've never seen a castle like this before. I'm so excited!"

"I'm sure you are." Midnight replied with a smile as she gestured the mare to sit down on one of the nearby benches "Please, have a seat, won't you?”

“Do ya mind if I take a quick little run outside the castle first?" The mare tried to kindly ask as she trotted in place. "It was an awfully long train ride here, and my legs could use a stretch."

"Oh, well... we were just about to start." Midnight politely told the mare as they were about ready to perform their welcome routine.

"Oh! Never you mind." The mare kindly responded to Midnight's request as she immediately sat down on one of the crystal benches "You go on ahead and do your thing. I'm listenin'."

"She was probably testing us to see if we could remain in control of a complex situation." Rainbow Dash commented to Fluttershyin a whisper. "Looks like we passed."

“Bump-“Rainbow victoriously celebrated with Fluttershy with a hoof bump.

“-cha!” Fluttershy finished.

“We'd like to thank you for this opportunity to introduce you to this wonderful kingdom!” Midnight announced as the others joined her side.

“Oh, why, the pleasure is all mine.” The mare kindly returned.

“And since we're not even from here ourselves, who better than us to let you know just how welcoming this place can be!” Midnight continued as she looked at the girls motioning them to ready themselves for the performance they have practiced multiple times.

“Ready?" Midnight asked the others.

"Ready!" Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy all answered at the same time.

"Good." Midnight confidently smiled "1, 2, 3!"

And with that, the five mares formed a pyramid with Pinkie Pie and Applejack holding up Midnight who has Rainbow Dash and Fluttershy on top of her head and began to chant:

Two, four, six, eight!

Name a place that's really great!

One, two, three, four!

They placed themselves on the ground.

Keeps you coming back for more!

Two, seven, nine, three!

They began doing their own thing in an organized manner.

The place that we all wanna be!

Four, three, two, one!

The Crystal Empire, that's the one!

With a blast from Pinkie Pie's party cannon and some impressive aerial acrobatics from Rainbow Dash the five mares broke off the pyramid.

“Oooh, yeah!” The mare cheered and whistled. The girls were on the floor painting heavily except for Midnight who wasn’t winded out unlike the others.

“Ooh, I tell ya! I have traveled far and wide, but I have never, ever been welcomed anyplace in the fashion that y'all have done here today.” The mare happily replied.

“That's fantastic to hear! If I could just get you to sit tight with the welcome committee I'll be right back with Princess Cadance in tow!” Midnight happily replied pleased to hear that.

“Sweet!" The mare clapped her hooves in delight as Midngiht turns to the others.

"Girls, keep an eye on her until I come back with Cadance, okay?"

"You got it!" Rainbow Dash immediately replied with a salute as she trotted off ahead outside of the castle and towards the direction of the spa.

A short time later, Midnight came walking back towards the spa where she would find Rarity alarmed by her sudden appearance after having arrived as she quickly responded by meeting face to face Midnight as she took a few hoof steps inside.

"W-What are you doing here? What's going on?" Rarity nervously asked.

"We finished the welcome committee song, and I came to check up on Princess Cadance so she can join us." Midnight explained as she looked around for Cadance "Is she ready?"

"No, no! Princess Cadance isn't ready. Something's gone terribly wrong!" Rarity frantically replied.

“Rarity I need to speak to Princess Cadance!" Midnight demanded and insisted to Rarity to stand down.

"You can't! You mustn't!" Rarity still insistingly pleaded for her not to while standing her ground by not obeying to Midnight's demand. "As a result of my mistake the princess is in the middle of a delicate conditioning rinse that must go perfectly if there's to be any hope at all for her hair!" Rarity added still continuing to block Midnight's view of Princess Cadence.

"And by perfectly she means she really needs to ensure everything goes perfectly down to the detail this time around." Spike commented from behind the curtain as she is washing Cadance's mane.

"Come on, how bad could it possibly be?" Midnight asked wondering how badly she actually managed to mess up as if it is impossible to pull that off.

"Imagine her mane turned into a porcupine." Rarity explained, using her magic to briefly style Midnight's mane to show what it that would look like.

"Ew. I stand corrected." Midnight replied as Rarity returned her mane to normal as she turns back to the exit after giving up on further fighting Rarity. "Then I guess I'll go check up with Shining Armor and hope he can spare a few minutes to help with the tour."

"Yes, please do, I insist!" Rarity agreed as Midnight walked out of the spa. "I assure you that I will bring her back from the brink of tragedy, but you have to buy me some time. There's no other way!" Rarity told her in an insisting tone as she escorts her out of the spa before shutting the spa door.

"Sounds like Rarity tried to cut some corners in trying to rush Cadance’s mane.” Midnight correctly figured out herself why Rarity didn’t want any pony to see her at the moment. “Oh, well. At least I have some pony else I can talk about this mistake.” Midnight continued to speak to herself as she made her way to crystal stadium.

It only took Midnight a few seconds to find Shining Armor. He was wearing a red sports cap, and had a whistle hanging around his neck. All the while, various crystal ponies were either running around the track, lifting weights, or participating in one of many different physical activities.

“Midnight!" Shining Armor exclaimed happily upon seeing the dark-furred unicorn. “Long time no see.”

"Hello there!” Midnight positively replied as walked up to him. “I gotta say it's been a while since we've last seen each other.”

“Tell me about. It certainly gets lonely when it's just me and Cadence." Shining Armor seriously said. "If there wasn't still a lot of damage to repair, and mental wounds to heal, life here would be a lot smoother."

"It is because of what happened to Twilight." Midnight asked Shining Armor who sadly nodded yes.

“I see.” Midnight spoke in an understanding tone knowing why.

“Ever since the fallout of what was supposed to be our wedding, Cadance hasn’t been too happy towards me for the way I treated Twilight. Even though we live together and it seems we want to forgive each other and get along. I haven’t had the courage to pop the question to her again because of how much of a factor Twilight had played into getting us together.” Shining Armor said in a solemn tone. “A day I could have gained a wife was instead a day I lost a sister only this time around it is for good.”

As he looked in the direction of the Crystal Castle he thinks back to the time of him and Cadance shortly after Twilight's death before the funeral.

"How could you Shining. How could you say that her." Cadance asked in him in shock and disgust at him after just learning of what he had happened at the wedding rehearsal.

"I honestly thought that imposter was you, honest." Shining Armor desperately and honestly explained himself. "She fooled us all!"

Cadance simply cries and turns away still disgusted since it contributed to Twilight's heartbreak and eventual death.

"Cadance, please I-" Shining Armor tried to call out to her.

"Please don't." Cadance softly cut him off as she briefly stops to address him one more time before leaving. "I just can't talk to you right now." She added as she walked off ahead and away from him not even looking at the Mane Five or Princess Celestia as she passes by them who could only silently watch on as she leaves knowing that nothing they can say will make things better especially since they too are responsible for what they have done to Twilight that lead to all of this happening as they watch Shining Armor turn and walk away in the opposite direction with his head hanging down in shame.

“If it’s any comfort, while certain mistakes cannot be fixed after all is said and done, I think you should try to seek out her forgiveness and pop the question because from what I’ve heard about Twilight she would have wanted every pony to happy and move on.” Midnight sympathetically advised the stallion.

“You really think she would willing to marry me after everything that had happened?” Shining Armor asked in surprise to hear this advice from her.

“I know for a fact, Twilight would have wanted you two together, and that you two secretly know that as well.” Midnight reassured with a smile.

"Thanks, I’ll take your thoughts into consideration." Shining Armor replied before moving on to the subject Midnight wanted to talk about him about first "So, everything all good with the inspector?"

"That's actually what I came here to talk to you about." Midnight sighed as she began to explain. "The tour is going good so far but Princess Cadance still isn't ready to greet her because apparently Rarity messed up her mane in the process of trying to rush the job." She explained the colt as alternates between listening to her and observing the athletes training.

"Just a second." Shining Armor politely told Midnight as he began barking out orders to the crystal athletes. "Come on, gang! Are we gonna gallop, or are we gonna trot?!" Then he turned back to Midnight as he takes a calming breath as he lets this all sink in. "So you need me know to spare some time to help with the tour until Cadance can show up?" He figured out the question Midnight was going to ask her.

"Yes." Midnight honestly replied. "If you can."

Shining Armor continued shouted out more orders to the athletes. "Let's move, move, move!" he told them, before turning his attention back to Midnight again. "Everything's gonna be okay." He reassured her. "Just give me a minute to make sure everything's in order here, and then we can greet Ms. Harshwhinny together. Sound like a deal?"

“Sounds good to me." Midnight agreed with him seeing they don’t have any other options.

Just then, Ms. Peachbottom cried out. "I'm outside! Feels so good to stretch the old legs!" In the blink of an eye, Ms. Peachbottom appeared.

Shining Armor was surprised to see this. "Uh, what the–" he began in bewilderment.

"Turns out the crystal castle doesn't have a gymnasium after all." Rainbow Dash nervously explained to him.

“Watch out!" Shining Armor shouted, just before Ms. Peachbottom crashed through one of the hurdles on the track.

"Woo-hoo!" Ms. Peachbottom shouted happily, she was having the time of her life.

“Make her stop!" Shining Armor called out to Rainbow Dash wanting to stop her before she breaks something in her panic crazed run.

Just seconds later, when there was another crash, another sound had occurred which sounded like skidding. Ms. Peachbottom had been so caught up in running that she'd forgotten to pay attention to her surroundings. She now had a vase stuck to her forehead, and she was starting to freak out.

"Oh! Oh, get me outside for a run!" she shouted, the vase muffling her voice. A second later, there was another crash. Seeing this Rainbow Dash took action and pursed her.

By the time Rainbow Dash got close, Ms. Peachbottom was frantic. She was yelping something, but the vase prevented any pony else from hearing what she was trying to say.

"Where's she's going in such a hurry?" Fluttershy asked as she is a little clueless on why she running acting completely crazy.

"It’s because of vase on her head.” Midnight explained to her as she watches the scene. “She can't get it off, and it's driving her crazy."

"I think we got her." Rainbow Dash said as she grabbed the vase after having closed in on Ms.Peachbottom. Unfortunately, the vase proved to be difficult to lift. So difficult to the point that when Rainbow Dash finally managed to yank it off, the force flung her through the air. "Yaaaaaaah!" she screamed.

A few seconds later, she hit the roof of the crystal spa with a thud. The glass gave off an audible squeak, as Rainbow Dash slowly slid down to the ground.

Ms. Peachbottom was now relieved after having the vase removed from her head. "Hoo-eee! Oh, that felt good! Nothin' like a great run to shake the cobwebs off these old bones." she eagerly said in excitement still full of energy.

Rainbow Dash said nothing as she was still recovering from her unexpected flight across the empire.

"Hey there, speedy.” Ms. Peachbottom kindly told her as she approached. "I tell ya these wide open spaces y'all got here remind me of home."

"Oh! So you're enjoying your visit? Well, I'm so glad for you!" Rainbow Dash said in between pants while still very dizzy.

"Oh, good golly, yes. I just love to travel and see new places. Such a beautiful spot you got here, too!" Ms. Peachbottom excitably added.

“Just what was that all about?" Midnight asked Rainbow Dash.

“Well, Ms. Peachbottom kept insisting she needed a place to stretch her legs. We were trying to see if we could find a place for her do so in the castle. Only for her to go crazy and run off outside." Rainbow Dash explained with her hooves up as she didn't know the castle didn't have what they were looking for. "Sorry about the chaos she just caused." She added with an apologetic look.

"Oh, good golly, yes. I just love to travel and see new places. Such a beautiful spot you got here, too!" The mare said after getting all of that excess energy out of her system as she turned to the suprised stallion.

"Why... thank you so much! I'm Shining Armor." He greeted with her with a hoof-shake.

"The Prince!" She exclaimed happily as she got into his personal space to which creeped him as he politely backed away from her to keep a hoof exteneded to keep her from getting any closer to her.

"Yes." Shining Armor replied uncomfortably.

"My, oh, my... I never met a Prince before..." She further marveled at his majestic apperance earning herself a chuckle from said pony.

"I'm surprised. I'd think in your line of work you'd meet princes all the time." He greeted her with surprised confusion.

"Hardly." The mare honestly said much to everyone minus Midnight's confusion as the latter's suspicions are proving to be more and more correct by the ever growing second. "Just an ordinary wild mustang from Mustangia here to enjoy a little vay-cay. Never thought I'd also be meeting royalty to boot."

"You...are Ms. Harshwhinny, the Equestria Games Inspector, aren't you?" Midnight calmly asked as she correctly figures where this is going to go.

"Inspector what-now?" The mare asked in confusion as everyone gasps in alarm as the Mane Five realize they have made a huge mistake.

"We got the wrong pony?!" Rainbow exclaimed in panicked frustration.

"Okay, okay. Everypony calm down." Midnight raised her hooves up. "Just you five go on back to the train station and search the Crystal Empire by splitting up so you can all cover the area more quickly while Shining Armor and I continue greeting the tourist."

The Mane Five all quickly did as they were told as they all ran off ahead towards the train station leaving Midnight and Shining Armor alone with the tourist as they still strike up a conversation with her as they pass the time while waiting for a resolution to pop up until the five ponies all regrouped with them back at the center of the empire.

"Well?" Midnight asked them as she pretended to sound like she is keeping herself from losing it.

"I'm sorry Midnight." Applejack regretfully spoke first. "We searched the entire empire but we couldn't find her. "She was already gone by the time we all got back to the train station."

“Well, she has to be here somewhere!" Midnight spoke up now sounding furious at what she is hearing as if she is now about to lose it as well. "Are there any places any of you didn't check?!"

"Well, except for the spa, but there's no point in checking there. That's where Cadance is. If Ms. Harshwhinny is there, well, then, game over, right?" Pinkie Pie spoke and brought up.

Just seconds after those words had left Pinkie Pie's mouth, the realization dawned on Midnight of where Ms Harshwhinny really is.

"Well come on!" Midnight quickly instructed the others to follow her back to the spa as she ran off ahead as Ms. Peachbottom immediately raced off ahead at full speed.

"Oooh!" The tourist exclaimed in excitement. "Just what I need after a nice thrilling workout!"

Shortly afterwards, all five ponies arrived at the crystal spa. Upon walking in, they saw what they feared the most. Both Ms. Harshwhinny, and Princess Cadence, were in the spa. But then Rainbow Dash noticed something.

“Oh, there she is!" Rainbow Dash said with great relief "We're in luck! I don't think either of them knows yet that the other one's here!"

"Wonderful news, look! Princess Cadance, better than new!" Rarity happily exclaimed. A second later, Princess Cadence emerged. The traditional royal ceremonial headdress looked incredible on her. Everyone was impressed except for Midnight as her reaction is more focused on the two mares seeing they are both in the same place thinking “it's over now that Ms. Harshwhinny knows Cadance is here.

"Princess Cadance? So, this is where you've been all this time!" Ms. Harshwhinny questioned her with hints of anger in her voice. "I was wondering why nopony was there to welcome me!"

"And now it's game over." Midnight commented with a resigned expression on her face now knowing that it's all over.

"What do you mean?! I sent a welcoming committee specifically to greet you." Princess Cadence asked in confusion.

"Oh really, then why was it that not one of these ponies was at the train station when I arrived?" Ms. Harshwhinny pointed out and demanded.

"What is going on?" Princess Cadence demanded with hints of anger in her voice as well as Spike watches the scene wondering the same question in his mind.

Before Midnight could ashamedly respond as she stepped forward, Rainbow Dash placed a hoof on Midnight to stop her.

“Princess, we gave our welcome to the wrong pony, left the right one waiting at the station, and completely ruined everything.” Rainbow Dash regretfully explained their mistake to the princess.

Hearing this caused Cadance to gasp hearing this.

The other girls lowered their heads in shame except for Midnight who watches with a look on her face that's thinking as if she planned on Rainbow stepping forward to take the heat.

“Cinnamon Bun?" Pinkie Pie nervously offered to lighten the mood as she held up the pastry with an uneasy smile on her face to which is met with a "Seriously?!" glare from the dark-furred unicorn.

“I am so, so, sorry I screwed things up for you." Rainbow Dash apologized to the alicorn princess. "When I was a little filly, I wanted so badly for Cloudsdale to win the Equestria Games. But it didn't happen. So I thought I could make up for that disappointment by helping the Crystal Empire win the chance to host the Games. But it looks like I ruined your chances instead."

“I wouldn't say that." Miss. Harshwhinny spoke up.

Hearing this causes the other ponies to give her surprised looks.

"Because it's my fault too." Ms. Harshwhinny explained. "I didn't explain myself very well, which lead to you all mistaking somepony who matched the information I gave you. But from what that she has told me, even after what has happened, you still treated her very well and saw to it that her time in the Crystal Empire was just about what any pony wanted a well-deserved welcome could ask for."

"So, what are you saying?" Midnight asked wondering what her response is leading up to.

"Despite what has just happened, I'm willing to overlook all of this." Ms. Harshwhinny explained. "Which can only mean one thing..."

“You mean…” Midnight asked as Ms. Harshwhinny nodded yes with a rare smile on her face.

"The next host of the Equestria Games is... the Crystal Empire!" Princess Cadence announced, holding a microphone with her magic to deliver the announcement to all the crystal ponies. Standing beside her was Shining Armor, Spike, Midnight, and their friends. Everyone was excited.

"We did it!" Rainbow Dash cheered as she hugged a young filly in the air.

"Congratulations, Crystal Ponies!” Cadance announced.

As Midnight watches as Princess Cadance delivers the good news, Shining Armor walked up to Cadance and took her aside for a quick word back inside the castle out of the ponies sight.

“Listen, Cadance” He began as he sighed. “I know nothing I can do know can make up for my mistakes. But I sure Twilight would have wanted us to be happy together that is of course if you want to marry me” He said as he got on one knee as he opened a ring case holding a ring made of crystal causing Cadance to gasp in shock at this gesture.

“Well, what you do say? Would you be willing to give me another chance? I’ll understand if you say no because deep down I truly deserve it.” Shining Armor asked her as he is giving her the choice of whether or not she will try to marry him again.

After a moment of recovering from her shock, Princess Cadance produced tears in her eyes as she went in and happily kissed Shining Armor pleasantly surprising him who returns it as he kissed her back to confirm yes she accepts his marriage proposal. Once they broke apart from their kiss, Shining Armor placed the ring onto her hoof still smiling at each other.

“So?” Midnight chimed in seeing this, “I take it you forgive each other and are ready to try the wedding again?

“Yes, Midnight!” Shining Armor happily replied. “I can’t thank you enough!”

“Oh it’s pretty clear you two still wanted to marry each other and after everything that has happened. All you needed was a little push in the right direction. Twilight would have wanted you two to be together.” Midnight humbly and kindly responded as she thought nothing of it.

“She sure would have.” Princess Cadance happily said sounding not upset by hearing her name being mentioned for once.

“I know this all so sudden but Midnight will you be my Best Mare at the wedding?” Shining Armor asked. "I think it's very fitting and well-deserving that I offer you this as thanks for helping us get our relationship back on track."

“I’d be honored.” Midnight said as she bowed respectfully as she accepted his offer while secretly smirking to herself as she is thinking of another plan in anticipation for the wedding.

As the five ponies and young dragon make their way to the train station as they head back to Ponyville, Midnight would release another devious smirk seeing that her plans were successful.

Even when it turns out they welcomed the wrong pony she managed angle her emotions to convince Rainbow Dash to step forward and take responsibility for the mess which would secure the Equestria Games at the Crystal Empire. Not only that, her talk with Shining Armor managed to convince him and Princess Cadance to marry each other have their wedding again with Midnight herself as the best mare.

For Midnight herself, aside from one setback by giving the welcome to the wrong pony to which she was able to quickly readjust to, everything went exactly as she planned.

Author's Notes:

For this chapter, I would like to start off by saying because of the way this episode came out in canon, I too didn't quite agree with how it turned out as well so I too decided rewrite parts where Spike accompanies the girls to the Crystal Empire instead, Midnight correctly sees that they got the wrong pony during the welcome tour instead of finding out at the stadium, along with Ms. Harshwhinny apologizing for not explaining herself very well for the misunderstanding.

Moving on from that Midnight actually seemed happy for once but true to form with ulterior motives as having the Crystal Empire host the Equestrian Games is clearly setting things up for something that will come into play when they come around in the future after taking the misunderstanding by re angling her emotions to convince Rainbow Dash into giving a heartfelt speech and apology for her mistakes to convince the games inspector to stamp her approval of having the Crystal Empire host the games as part of her back up plan in case they welcomed the wrong pony.

I have also added Shining Armor and Cadance's brief relationship troubles as a result of the wedding fallout along with a flashback of the two during the funeral to establish that they both want to marry each other but Shining Armor is having hesitation in popping the question again unsure if Cadance is ready to try again after what happened to Twilight until Midnight planted the words of encouragement in Shining Armor's mind to push him into the two reconciling with each other. Of course, Midnight wanted the two to have the wedding again as she wants to play that in her hoofs during her takeover.

I have more one more episode left before wrapping up the Season 3 arc before beginning the Season 4 arc with a 4-part premiere which I so far plan to have published during the weekend.

Chapter 10: Magical Mystery Cure

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Chapter 10:

Magical Mystery Cure:

One night at the Golden Oaks Library, Midnight was reading her latest book on advanced magic and fighting techniques. Ever since she came to Ponyville, her magic and fighting skills have really improved to the point that she is potentially on par with the Princesses in terms of power and very skilled of athleticism on par with Applejack and Rainbow Dash as she has been training really hard the last few weeks even when she is not busy scheming behind every pony’s backs.

She then hears a knock on the door which Midnight is quick to respond although has her horn ready to attack as she is not excepting anyone come to the library at night. When she opened the door the pony behind it was the mailpony who leaped by frightened by her intimidating stance. Seeing that he is not somepony trying to mug and ambush her causing her stand down.

“Package for Midnight.” The mailpony announced after recovering from his shock.

“Oh, Thanks!” Midnight thanked the mail pony as she tipped him with a gold coin after signing a paper for him as she received the package "Oh and sorry for scaring you like that, I thought it was somepony trying to mug and ambush me." Midnight apologetically told him.

"Oh, it's all right." The mailpony reassured her it's no big deal. "I sometimes tend to be jumpy at night whenever someone comes up to my doorstep at that time. It's bound to happen to everypony at one point." He added as turned away to walk off. "Take care." He said as he walked off as Midnight waved goodbye back at him before closing the door with her magic.

She reads the label to see who it is front and sees it is front Princess Celestia so she immediately opens it which shows a notebook and a letter from the princess.

“Dear Midnight, The spell contained on the last page of this book is Star Swirl the Bearded’s secret unfinished masterpiece. He was never able to get it right, and thus abandoned it. I believe you are the only pony who can understand and rewrite it. Princess Celestia.”

She would then open the book and flip through the pages before stopping at one particular one and began reading the spell.

“From one to another, another to one. A mark of one’s destiny singled out alone, fulfilled.”

She closed the book and decided it was something to figure out for herself in the morning. Although she secretly sees this as another big opportunity as she begins formulating in her head another plan as she releases another devious smile as her heart glows as if she knows what's going to happen next after having read that particular spell. As the princess herself is completely unaware that she has handed her the next and final key she needs in order to truly begin advancing her takeover plans and is playing right into her hooves.

The next morning, everything is all bright filled with rays of sunshine’s and sparkles everything in Ponyville as Midnight opens a window smiling she begins singing to a tune.

“Morning in Ponyville shimmers.Morning in Ponyville shines.”

Midnight sang as she walked by to rub Spike on the back before trotting outside of the library.

“And I know for absolute certain, that everything is certainly fine.”

She trots into town and jumps onto the fountain as the mayor passes by talking to two ponies holding notepads in their mouths.

“There's the Mayor en route to her office. There's the sofa clerk selling some quills.”

She sang as she walks by the pony holding a quill in an open case.

“Morning, kid!” The clerk happily replied to Midnight as she walked by.

“My Ponyville is so gentle and still”

She continued to sing as she passes by the café and runs up to a couple of fancy ponies where the male pony is reading a menu and the lady is sipping on tea.

“Can things ever go wrong? I don’t think that they will”

At that moment she stood on the table and tap danced while the fancy couple smiled at the sight as the waiter decided to get on the nearby table and tap dance the same moves Midnight had just performed as well before helping her down from the table along with the male pony as she continued to sing as she made her way through town.

“Morning in Ponyville shimmers” She sang as she trotted forward.

“Morning in Ponyville shines and I know for absolute certain that everything is certainly fine.”

She sang as she effortlessly held up a magic shield just before she could be soaked from a puddle of water coming from the sky.

“Nice try, Rainbow Dash, but you’re not getting me this!” Midnight said as she lowered her shield still smiling.

“Terribly sorry, darling. I'm afraid I'm... I'm not good with the thundery ones.” Rarity apologized revealing it was actually her accidentally. Upon close inspection Midnight sees Rarity has Rainbow Dash’s cutie mark on her flank.

“Well, well. What’s this?” Midnight inquired acting somewhat surprised as she walks up to her and points at Rainbow Dash’s cutie mark on her flank.

“Whatever do you mean, Midnight? I'm simply doing what I've done since the day it first appeared. Does my sky look fabulous or what?” She asked her as she pointed a hoof to the sky where multiple clouds cover Ponyville both snowing and raining at the same time.

At that moment multiple ponies come up and approach Rarity complaining about the bad weather she is casting where Midnight struggles to poke her head up to directly speak to her before giving up and walking off away from her.

She later heads back to the library to fetch Spike and together they walked over to Fluttershy’s cottage.

Spike released a sleepy yawn as they reached the cottage. “I still don't know what you had to wake me up for. I love sleeping in the rain.”

“It's not about the weather, Spike.” Midnight answered. “Rarity had Rainbow Dash's cutie mark and said this was Rainbow Dash's cottage. Something strange is going on...”

They reached the door as Midnight knocked on it.

The door opened slowly revealing a nervous Rainbow Dash instead of Fluttershy.

“Hey, guys.” She greeted.

“Rainbow Dash?” Midnight said in a subdued tone. “You care to explain why you are in Fluttershy’s cottage and Rarity is doing your job?”

They suddenly heard a crash inside causing Rainbow Dash to rush back in.

“And what in Equestria is going on in…here?” Midnight asked as she opened the door to reveal many animals acting hectic inside. Hundreds of animals are roaming freely as Rainbow Dash tries and fails to take control.

“These animals don't listen, no, not one little bit”

Rainbow Dash sang, picking up Gummy and putting him in a bird cage.

“They run around out of control and throw their hissy fits.”

She sang as she observed a cat hissing and tearing up the curtains.

“It's up to me to stop them, cause plainly you can see.”

Rainbow Dash sang as she tried and failed to catch a bird only to crash face first into the wall as the bird escaped into a mouse hole.

"It's got to be my destiny, and it's what my cutie mark is telling me.”

Rainbow Dash sang as she showed Midnight Fluttershy’s cutie mark on her flank.

Midnight and Spike would then make their way to Sugarcube Corner where they arrive to see Fluttershy blowing into a balloon to try to please the audience of ponies she is facing. However, the tip of the balloon escaped her mouth and flew away causing her to release a nervous grin.

“I try to keep them laughing, put a smile upon their face.”

Fluttershy sang as she put on a gag pair of glasses with a fake mustache and eyebrows yet the crowd isn’t pleased.

“But no matter what I try, it seems a bit of a disgrace.”

Fluttershy continued to sing as she blows into a party horn which finally gets laughter from the ponies as Spike is now dancing with the silly glasses causing Midnight to glare at him to stop.

“I have to entertain them, it's there for all to see. It's got to be my destiny, and it's what my cutie mark is telling me.”

Fluttershy sang as she looked her flank showing she has Pinkie Pie’s cutie mark.

The next area Midnight and Spike visit is Sweet Apple Acres where they came across Pinkie Pie attempting to shake the apples of the trees with her hooves only her hair was completely straighten and drained of excitement and having Applejack’s cutie mark on her flank instead.

“I don't care much for pickin' fruit and plowin' fields ain't such a hoot. No matter what I try, I cannot fix this busted water chute!”

Pinkie sang as an apple fell on her head, unsuccessfully tried to move a plowing device with her head, and unsuccessfully tried to figure out how to fix a water chute on the barn from standing on a barrel to reach it, using a shovel, standing on a hay bale before finally getting on top of the chute which causes the pipe to break off.

“I've got so many chores to do, it's no fun being me.”

She sang as she carried a cart of live chickens with one chicken laying an egg on her head.

“But it has to be my destiny, cause it's what my cutie mark is telling me.”

She sang as she tried to get more apples down from the tree only to have a few land on her head instead of the bucket.

So with that the two leaving Pinkie Pie be for now as they decided to head on over where Applejack is who is currently at Rarity’s boutique trying to sew up a dress and it is not going well for her as she clearly is not cut out for the job given she is rushing it as she sang.

“Lookie here at what I made, I think that it's a dress. I know it doesn't look like much, I'm under some distress.”

Applejack sang as she put a design onto a mannequin.

“Could y'all give me a hand here and help me fix this mess?”

She sang as she put a hat onto another mannequin wearing a plaid shirt.

”My destiny is not pretty, but it's what my cutie mark is tellin' me.”

She sang as she sadly looks at her flank which shows she has Rarity’s cutie mark.

As Midnight and Spike went back to the library they pass by Rarity along with the other ponies with their mixed up cutie marks on the way back.

“I'm in love with weather patterns, but the others have concerns

For I just gave them frostbite over top of their sunburns

I have to keep on trying, for everyone can see.”

Rarity sang as she kept every cloud in a fashionable pattern instead of regulating each in order to promote a normal weather pattern.

Rarity and Rainbow Dash singing.

i]“It's got to be…”

“It's got to be…”

Fluttershy sang.

“My destiny.”

Pinkie Pie sang.

“My destiny.”

Apple jack sang.

“And it's what my cutie mark...”

Rarity, Rainbow Dash, and Fluttershy sang.

“It's what my cutie mark.”

Pinkie Pie and Applejack sang.

Rarity, Rainbow Dash, Fluttershy, Pinkie Pie, and Applejack all sang together on the last verse.

“Yes, it's what my cutie mark is telling me!”

As the two got back to the library Spike took the time to ask Midnight “What’s going on? Why is this happening?” completely confused unable to understand why their friends' cutie marks were all mixed up.

“Last night when you were taking one of your seven-hour bubble baths, I got a special delivery from the princess.” Midnight explained as she told the story of her letter from the princess and the book in question containing Star-Swirl’s spells and the fact she ended up casting it to figure out what it was but couldn’t "figure" it out at the moment yet the magic from her tiara transferred onto the other’s necklaces.

“I cast the spell so I could find out what it was, but nothing seemed to happen. But now I know something did happen. The spell has changed the Elements of Harmony! That must be why their cutie marks are all wrong!” Midnight continuing to explain as she recalls what happened last night.

“So just cast a counter-spell to switch them back.” Spike offered.

“Mmh.” Midnight quickly skimmed through the book that contained the original spell she casted, but found nothing. “There is no counter-spell.”

Spike then thought for another moment and then smiled when got another idea.

“Why don't you just use that memory spell you used to fix everypony when Discord was here?”

“It's not their memories, Spike. It's their true selves that have been altered!” Midnight responded immediately rejecting that idea.

“Zecora’s cure for the cutie pox?” Spike weakly tried offering another idea.

“That won't work either...” She responded as she put her hoof on Spike‘s shoulder after closing the book and handing it to him as she turned around and started heading for the stairs.

“Well…” Spike sighed “Maybe it won't be so bad. Maybe our friends will grow to like their new lives.”

“Maybe Spike. But they're not who they are meant to be anymore. Their destinies are now changed. And it’s something that has got to be fixed because I doubt they will be able to adapt to this.” Midnight responded as she tries to think to herself how she is going to fix this.

As Midnight heads up to her room Spike wonders how she is going to fix all of this too. Inside her room she paces around trying to think of a solution yet already has one as she sings another tune while sounding pleased with herself.

“I know that I have to find a way.”

She sang as she looked out the window

“To make things all right.”

She sang as she placed a hoof on the window looking at a now lifeless Sweet Apple Acres.

“I can't believe this small mistake could've caused so much heartache yet so much joy seeing their misery.”

“Oh why, oh why? Just how does this day get any better?”

She sang as she smiled seeing Rarity with her mane completely drenched and everypony furious at her.

“Seeing all those ponies losing promise and hope, yet I know what to do.”

She sang watching Applejack condemning Rarity’s shop from afar.

“Seeking answers that I have and pretty soon I feel things will get much better from here.”

She smiled as she knew what was to come for solving this problem.

“Oh why, oh why? Just how does this day get any better?”

She sang as her song came to an end as Spike came inside.

“You okay, Midnight?” Spike asked.

“I am.” Midnight said as she turned to face him with a smile. “And I know just what to do.” Midnight added confidently.

“You do?” Spike asked as Midnight brought down the chest used to hold the elements and placed the elements of harmony from the glass case into them.

“I may not be able to remind them of who they are, but I can show them what they mean to each other. They'll find the part of themselves that's been lost so they can help the friend they care about so much!” Midnight placed on her element and gave the box for Spike to carry.

"Come on, Spike!” She told him as she trotted outside of the library in order to regroup with their friends before it's too late.

Midnight and Spike headed out of the library and quickly were able to find Fluttershy who was pulling a bag towards a hot air balloon.

“Fluttershy, wait! “ Midnight called out.

“Oh... Hey, Midnight...“ Fluttershy sadly responded as she then focused on setting up her ride out of Ponyville.

“Where are you going? “ Midnight inquired.

“I'm moving back to Cloudsdale.” She said still sad while continuing to look away. “I don't know what's wrong, but I can't seem to make any pony laugh…” She said in the same tone as she deflated a whoopee cushion with a very flat sound causing Midnight and Spike to give each other “okay?” looks.

“Before you go, I was wondering if you might be willing to help Rainbow Dash. She's really struggling with her animals.” Midnight asked with a light smile.

“But... I don't really know anything about animals...“ Fluttershy said unsure of herself as she rubbed her hooves together.

“But you do know something about Rainbow Dash.” Midnight said undeterred at Fluttershy’s lack of confidence within herself which causes Fluttershy to think about for a moment before answering with regained confidence.

“I... know that she's a true friend, and I'll do anything I can to help her.” Fluttershy answered now smiling again.

“That’s the spirit!” Midnight said pleased with Fluttershy’s restored faith in herself. “Let’s go!” She encouragingly told their as they headed in the direction of her cottage.

The three made their way back to Fluttershy’s cottage and just when they get to the door they hear a banging sound on the door from inside.

“Help!” Rainbow Dash cried out.

“Rainbow Dash!” Midnight exclaimed as she opened the door, revealing the sight of all the animals going crazy with their forks and spoons.

“I'm in here! Help! I'm trapped!” Rainbow Dash pleaded from inside a cauldron where she was tied up.

“Hurry, Midnight! Can't you do some sort of spell to get her out?” Fluttershy asked her urging her to do something about it before they hurt her to which is meant with a head shake of refusal.

“No. Fluttershy, you're the only one who can help! Rainbow Dash needs you!” Midnight assertively told her in order for her to get the message that this something she and only she herself can fix it.

Fluttershy looks around before stepping forward to try something.

“Um... Hello? Little... woodland creatures?” Fluttershy kindly started to ask to get their attention but it was not enough as they kept rampaging throughout the house.

“I know that you're all very upset and feel like giving Rainbow Dash a hard time, but we'd all really appreciate it if you'd calm down and, um, maybe... rest for a bit?” Fluttershy continued to kindly ask them to listen to her not giving up and that was now enough to get the critters attention as they all stop rampaging and focused all eyes on her as they approached her.

Midnight smiled seeing that this is working.

“Oh! Uh... look!” Fluttershy said as she quickly flew to get a bowl of salad “Here's some nice, juicy leaves for you to munch on.” She placed the bowl down on the floor allowing the bunnies, mice, and squirrels to happily munch on it before placing nuts and acorns on the floor in front of the other mice and squirrels.

“And some crunchy, munchy acorns too." She addressed the mice and squirrels who happily munch on them too. “Uh, wouldn't you like to take a break and have a little snack?” She asked the other angry critters at the cauldron and pointed them towards the pile of food.

They shrugged and put their utensils down to join the rest of them. All of the animals were now having a feast.

“Aww, look at that. I guess you were all just cranky because you were hungry.” Fluttershy said now pleased to see that all of the critters have now calmed down and are happy again.

Angel looked back to see Fluttershy and immediately hopped in her hoof to hug her. “Oh, you are very welcome, little friends.” She is then hugged by Harry the bear to thank her for quickly resolving the issue.

“Goodness, it's like I can understand them” Fluttershy said in realization as she glows pink. Midnight quickly takes this opportunity to get Fluttershy’s element out of the chest with her magic. “I... I feel strange, like... like this is what I'm meant to do, like this is who I am! My destiny!” She concluded with coming to terms with who and what she is destined to do.

At that moment Midnight places the necklace around Fluttershy’s neck which allows her memories to be restored “Wha... what happened?” Fluttershy asked.

“Fluttershy look!” Midnight told her as she pointed towards her flank which has her true cutie mark on it which Fluttershy immediately notices and is delighted by the sight of it.

“Great to see you’re back to normal!” Midnight happily said as she walked up to her. “Now we need your help!”

“A true, true friend helps a friend in need.

A friend will be there to help them see…”

Midnight began to sing as the squirrel noticed that the mouse didn’t have the chance to receive his snack, so the squirrel offered the acorn to the mouse which he happily accepted.

“A true, true friend helps a friend in need, to see the light that shines from a true, true friend.”

Midnight and Fluttershy both sang together as Rainbow Dash called out to the two girls.

“Um, hello!” Rainbow Dash called, reminding them she was still tied up. “Friend trapped inside, remember?”

“Oh, right. Sorry about that?” Midnight briefly spoke and broke out of song as the two girls come to untie him and help him out the cauldron before continuing to sing.

“Rarity needs your help, she's trying hard, doing what she can.”

Midnight sang as she and Fluttershy lead Rainbow Dash to Rarity who is struggling to control the clouds.

“Would you try, just give it a chance. You might find that you'll start to understand.”

Fluttershy sang as she pointed towards the cloud encouraging Rainbow Dash to try to help Rarity out who reluctantly does so by flying towards a cloud and kicks at it causing it to disappear surprising herself.

As Rarity was crying under the rainy weather as her face was clearly showing that she is in emotional pain, she would then open her eyes when Rainbow Dash managed to clear all the clouds above her allowing the sun and clear skies to come out.

Rarity smiles at the sight as Midnight and Fluttershy quickly run up to Rainbow Dash with Midnight putting on Rainbow’s element around her neck allowing her memories to be restored along with her cutie mark.

“A true, true friend helps a friend in need

A friend will be there to help you see

A true, true friend helps a friend in need

To see the light that shines from a true, true friend.”

Midnight and Fluttershy sang together.

“Uh, what just happened?” Rainbow Dash asked in confusion unable to think straight with her memories just coming back to her now.

“There's no time to explain, but we need your help. Applejack's trying to make dresses!” Midnight told her seriously as she again breaks out from singing briefly again.

“Say no more!” Rainbow Dash said with a confident smile as everyone turns their heads to Rarity who gives confused looks in return as they quickly head on over to Rarity’s boutique store where Applejack is tiredly held herself near the sewing machine with sweat dripping on her face. She then cries as she failed with the sewing machine that had just broke down as a result from working it too hard.

“Applejack needs your help. She's trying hard, doing what she can.”

Rainbow Dash singing to the tune as Rarity looked around being very hesitant to do anything as she walked.

“Would you try, just give it a chance. You might find that you'll start to understand.”

Rainbow Dash continued to sing as Rarity immediately took control of the job by expressing her talent with the fabric.

“A true, true friend helps a friend in need.”

Rainbow Dash sang joining in with Midnight and Fluttershy in their song, all while Rarity quickly regained her skill with ease, already in the final touches of making a new dress.

“A friend will be there to help them see. A true, true friend helps a friend in need.”

Applejack was astonished by all this work. Midnight began walking towards Rarity as she held up the completed dress in delight.

“To see the light that shines from a true, true friend”

Midnight placed the element on Rarity, causing her memories and cutie mark to be restored.

Afterwards, she gasped when she spotted at the sight of her restored cutie mark on her flank.

“Oh my, what a terrible dream I had.” She said in relief as she turned to Applejack who grinned nervously as she stood near an unsuitable dress… “Or maybe I’m still having it.” She added wondering if she is still actually dreaming after seeing Applejack's bad attempt of creating a dress.

"Oh this is all real, Rarity." Midnight told the unicorn who placed a hoof to her head as she is still having difficulty believing this is all really happening right now.

“Rarity, Pinkie Pie is about to lose the apple farm. We need Applejack's help!” Midnight urgently told her and brought to her attention as she points a hoof in Applejack direction. “We need Applejack’s help!”

“Lose the apple farm?” Rarity asked and then looked with playful yet determined eyes as she approached Applejack. “Well we can't let that happen, now can we?”

“Pinkie Pie is in trouble.”

Rarity sang placed her hoof on Applejack and brought her among the group as they made their way to the apple farm.

“We need to get there by her side. We can try to do what we can now.”

“For together we can be her guide!”

Rarity continued to sing as she revealed to Applejack the deserted and dead fields at Sweet Apple Acres.

The ponies surrounded Pinkie, who was struggling to fix the water chute. Applejack was quick to jump on the crate she was on and place it back together for her while smiling at her. Pinkie returned a relieved smile to thank Applejack for her help.

“A true, true friend helps a friend in need!”

They all sang as they helped bring the farm back to life by helping with the apple buckets as Applejack uses her back hooves to kick down apples from a tree into a bucket then later spreads corn seeds through the farm while on wagon carried by Big Macintosh while Applebloom buries them in dirt.

“A friend will be there to help them see. A true, true friend helps a friend in need.

As Applejack stood by her family who are all proud of what she has just accomplished, Midnight placed her element around her neck allowing her memories and cutie mark to be restored.

“To see the light that shines from a true, true friend”

Applejack began skipping happily after regaining her cutie mark.

“Yee-haw! Not that’s more like it. What’s next?” She exclaimed in excitement seeing that everything is back and swinging right at the Apple Farm before asking what's left to fix.

“The townspeople are furious. We need the old Pinkie Pie back.” Midnight answered.

“I'm on it. I know just the thing.” Applejack replied knowing what to do as she looks at Pinkie and her deflated mane.

“The townspeople need you, they’ve been sad for a while.”

Applejack sang to Pinkie as she rides on her back as all six ponies make their way back into town where everypony that was there across the bridge was in a ready bad mood as they are all angrily yelling at each other.

“They march around, face a-frown and never seem to smile. And if you feel like helpin’…”

At that moment Midnight placed Pinkie’s element around her neck while Applejack filled her face with those original silly glasses.

“If you'd get up there and spread some cheer from here to Canterlot!”

Applejack sang as she pushed her towards the middle of the fountain.

Pinkie Pie immediately regained her memories, poofy mane, and cutie mark as she threw her glasses out in cheer.

“Come on ponies, I wanna see you SMILE!” She cheerfully called out to all of the townsponies facing her.

All the crowds ponies would all cheered out her name strongly and welcomed her back.

With the mission accomplished all the ponies would now sing with all the ponies singing along to the tune too.

“A true, true friend helps a friend in need

A friend will be there to help them see

A true, true friend helps a friend in need

To see the light! (To see the light!)

That shines! (That shines!)

From a true, true friend!”

After finishing their song, all the girls shared an immense group hug with each other which Midnight allowed for once even though she is not a hugger at least not towards them.

At that moment Midnight immediately gasps as she realizes of how fix Star-Swirl the Bearded's unfinished spell even though she had already figured that out beforehand.

"Wait a second, that's it! I understand now! I know how to fix the spell!" She said in realization.

At that moment, Midnight leads the other girls back to the library as she thought of how to fix Star-Swirl’s spell. She grabs a quill and the book with her magic and writes down her addition to the spell in order to fix it.

“From all of us together, together we're friends. With the marks of our destinies made one, there is magic without end!” She said as she wrote down what she spoke out loud.

As she finishes she presses on the dot strongly at the end of her sentence to signify her own accomplishment and then proudly places the book back on the shelf.

Just as the other ponies were about to congratulate her, her element released a burst of magic towards all of them. The other girls were pushed away from her and their elements suddenly activated. As she finds herself surrounded by the light she calmly stands still as she knows what is going to happen next. They gave cries of shock as immediately after, an extremely bright light consumed her and she vanished shocking the other girls of what happened to her.

Midnight then finds herself appearing in a strange atmosphere and could only wonder out loud where she is as her voice echoed in the void. She would then see a familiar face approach her, it was Princess Celestia herself.

“Congratulations, Midnight. I knew you could do it.” Princess Celestia warmly said to her as her voice echoed throughout the area.

Midnight trotted towards her upon seeing her.

“Princess... I don't understand. What did I do?” Midnight said acting like she doesn’t understand what is going on despite knowing full well what was happening.

“You did something today that's never been done before…” Princess Celestia told her as she brought out the book Midnight had received. ”…Something even a great unicorn like Star Swirl the Bearded was not able to do, because he did not understand friendship like you did.” She further explained as she revealed the new spell Midnight had written. “The lessons you've learned here in Ponyville have taught you well.” She added as she smiled proudly at her with a warm tone . “You have proven that you're ready, Midnight.”

“Ready? Ready for what?” Midnight questioned as she followed Princess Celestia.

Princess Celestia then began walking her through an invisible hallway full of Midnight’s memories up back to the day when she and Princess Celestia first meet.

"You've come such a long, long way. And I've watched you from that very first day.”

Princess Celestia sang as they stopped in front of an image of a memory from when they first meet when King Sombra threatened the crystal empire with their relationship going from a reluctant trust into her trustworthy protégé.

“To see how you might grow

To see what you might do

To see what you've been through

And all the ways you've made me proud of you…”

After revisiting her memories the Princess turned her attention towards Midnight in her song, leaving Midnight’s eyes to sparkle immensely.

“It's time now for a new change to come

You've grown up and your new life has begun

To go where you will go

To see what you will see

To find what you will be

For it's time for you to fulfill your destiny!”

Her wings spread strongly as pink magic surrounds Midnight forming a bright light around herself. She was lifted up as she calmly sees what is about to happen to herself, the final key she needs to fulfill her destiny as the light grew immensely.

Back in Ponyville a great big dark purple star appears in the sky catching the other girls who were looking for her attention as they shielded their eyes from the glare as the star descended back onto the ground as the light disappeared Midnight herself was back on the ground.

“Midnight is that you?” Applejack asked being the first to speak as she shielded her eyes from the glare the light produced.

Midnight stood herself up and then unveiled her new wings that are brightly spread with a shining light causing the girls and Spike to gasp in amazement at the sight.

Midnight noticed the wings on her and placed her hoof on them to observe them, looking at them in amazement.

“Wha... I-I've never seen anything like it!” Applejack expressed in disbelief as she approaches her and gets a close look at her new wings.

“Ha! Midnight's got wings!” Rainbow Dash cheered as she touched her new wings. “Awesome! A new flying buddy!” She excitably added as she hugged her which Midnight accepted again.

“Why, you've become an Alicorn.” Rarity exclaimed as she too marvels at Midnight’s new appearance as she is the next pony to approach her. “I didn't even know that was possible.”

“Alicorn party!” Pinkie Pie screamed out loud, wearing a party hat and swung around a rope in order to imitate an Alicorn blowing into a party kazoo.

“Wow…you look just like a princess!” Fluttershy complimented Midnight as she approached her.

“That’s because she is a princess.” Princess Celestia spoke as she appeared and landed in front of them causing them to return confused expressions at what she has just said.

“Hold on a second!” Pinkie Pie paused as she brought out a glass of water she somehow was able to obtain from out of nowhere. She poured some water in her mouth and then immediately spat it out so she can purposely do a spit take.

“A princess.” Midnight questioned about this change with little surprise as Princess Celestia places a hoof on her shoulder.

“Since you've come to Ponyville, you've displayed the charity, compassion, devotion, integrity, optimism, and of course, the leadership of a true princess.” Princess Celestia explained as Rarity lifted her head up proudly at hearing charity being mentioned, Fluttershy bending downwards at hearing compassion being mentioned, Rainbow Dash confidently spreading out her wings with a matching expression at hearing devotion being mentioned, Applejack placing her hoof to her hat in a saluting-like fashion at hearing integrity being mentioned, Pinkie Pie happily jumping up into the air at hearing optimism being mentioned.

“So does this mean I am no longer your student?” Midnight asked.

“Not in the same way as before. I'll still be here to help and guide you, but we're all your students now, too. You are an inspiration to us all, Midnight.” Princess Celestia explained to her as she herself bowed in front of Midnight. Immediately after seeing this all of the girls and Spike joined in bowing to her as well.

“So what do I do now?” Midnight asked still wondering what;s going to happen now that she is an alicorn princess. “Is there a book about being a princess I should read?”

Princess Celestia giggled at her curiosity-filled questions. “There will be time for all of that later.” She calmly explained to her that the answers to her question will be answered eventually.

Midnight released a grin as she looked at all of them she pleased to see that everything went exactly as planned as she now has everything she needs for what she has in mind of all of Equestria with a special surprise for those who had just bowed to her.

Later the week, every pony is gathered for her huge coronation to officially make her a princess with the Alicorn princesses and the girls standing on the top of the stairs while many ponies who have gathered stand in front of them row by row. Every pony who is attendance has dressed very nicely including the princesses for the memorable occasion.

Once everyone pony was settled in Princess Celestia began her speech while Midnight wearing a pink dress and gold slippers is hearing this as she approaches the front doors to the room Celestia was in accompanied by two mares holding a banner holding Midnight’s cutie mark with guards behind them to escort them in as well. As Midnight awaits her crowning moment she can’t help but smile feeling satisfied for what she has accomplished and yet for she is about ready to achieve against them when she enacts her plan against Equestria.

“We are gathered here today in celebration of a momentous occasion. My most faithful student, Midnight, has done many extraordinary things since she's lived in Ponyville. She even helped save the Crystal Empire by defeating King Sombra herself. But today, Midnight did something extraordinary. She created new magic, proving without a doubt that she is ready to be crowned Equestria's newest princess. Fillies and gentlecolts, may I present for the very first time, Princess Midnight!” Princess Celestia announced to everypony in attendance as she gives the cue for the ponies to open the door to introduce Midnight

The doors opened and she began her walk as the ponies behind began to sing.

“The Princess Midnight cometh

Behold, behold

A Princess here before us

Behold, behold, behold”

As the choir raised their voices as she reached the top of the stairs, Spike carried Midnight’s crown on a pillow so Princess Celestia could raise it with her magic and place her crown on Midnight’s head delicately.

She looked back at the other girls where Applejack, Fluttershy and Rarity give her proud looks, Rainbow Dash winks, and Pinkie Pie happily waves before looking on to every pony proudly before being escorted outside to the balcony by the Princess Celestia and Princess Luna towards a crowd of ponies gathered outside awaiting her presence.

“Behold, behold (behold, behold)

The Princess Midnight cometh

Behold, behold (behold, behold)

The Princess is

The Princess is here!

When the choir finishes singing the crowd is cheering as Midnight waves to the many ponies down below as Princess Celestia walked up to her and placed a hoof on her shoulder.

“Say something, Princess.” Princess Celestia encouraged Midnight to say a few words to everypony.

Midnight clears her throat as she begins announcing to the crowd.

“A little while ago, I came here to find my place in Equestria, after deciding to leave my hometown outside of Equestria. Before every pony here got to know me I wasn’t viewed as trustworthy at first because of my appearance which I had and was able to prove myself and to every pony after defeating King Sombra and saving the Crystal Empire. After seeing my capabilities and talent, Princess Celestia took me under her wing as my teacher and mentor.” She announced as she pointed a hoof directed at Princess Celestia. “She sent me to study friendship, which is something I didn't really care much about after losing my faith in it as a result of fallout I had with my former friends back when growing up.” She continued speaking as she looked at the girls standing behind her who approach as she continues her speech. “But now, on a day like today, I can honestly say I wouldn't be standing here if it weren't for the friendships I've made with all of you. Each one of you taught me something about friendship, and for that, I will always be grateful.” As she says that the girls shed happy tears hearing this from her. “Today, I consider myself the luckiest pony in Equestria. Thank you, friends. Thank you, everypony!”

Ending her speech, every pony in the crowd before the castle cheered the two princesses escorted her and the other girls back inside where she is immediately confronted by Shining Armor and Princess Cadance.

“Midnight! I’m so proud of you!” Shining Armor congratulated her as he hugged her slightly, revealing teary eyes when pulling back.

“Are you crying?” Midnight asked, with a little laughter in her voice.

“Of course not, it’s… its liquid pride.” Shining Armor denied as he wiped away the tears from his eyes. “Totally different thing.”

Both he and Midnight laughed as Princess Cadance got her turn to congratulate her by embracing her in a hug.

“Wow, look at you!” Cadance happily congratulated. “I can’t tell you how proud I am of you, from a pony no seems to trust at first, to a trustworthy savior, to a trustworthy princess just like me.”

“I know, it’s like I really have come a long way from when I first met every pony but now I am a pony everyone looks up to as a princess who has great plans for all of Equestria. I can’t even tell myself how lucky I am to be here today and of what I can accomplish now, what we can accomplish together.” Midnight said as she placed a hoof on Cadence’s shoulder as they break apart from their hug.

“I’m sure whatever you have in mind, Equestria will be looking up to for whatever accomplishment you make.” Cadance reassured Midnight with a proud smile.

“Way to go Princess!” Applejack cheered as the girls joining them.

“Best coronation day ever!” Pinkie Pie screamed loud.

“We love you, Midnight!” Fluttershy added initiating a large group hug between them.

Midnight would then walk herself outside to finish up her coronation where she gets into a carriage pulled by two royal guards. Once she was pulled out, Midnight began waving at every pony watching in the crowd.

“Life in Equestria shimmers.”

Midnight sang as she continues to wave with a grin on her face.

“Life in Equestria shines.”

Midnight sang as she caught a bouquet of flowers from the crowd. Once she saw the girls ahead of her, skipping in a trot, she jumped off the carriage and joined them as she continues singing.

“And I know for absolute certain…”

She sang as the girls joined in on the song.

“That everything (that everything)

Yes, everything (yes, everything)

Yes, everything is certainly fine

It’s fine.”

All six ponies sang together at the end of the song.

As she proudly trots off into the distance Princess Celestia and Princess Luna look on in pride at the sight of a new princess they can trust.

“Yes! Everything’s going to be just fine!” Midnight said to herself as she flies around in the air while releasing a devious smirk seeing that she herself is now ready to begin advancing her plans on taking over Equestria after becoming an Alicorn princess and gaining every pony’s trust.

Author's Notes:

Now that Midnight's most latest plan by switching up the Mane 5's cutie marks went flawlessly she has now become an alicorn princess which is the outcome she wanted and gained out of fixing the mess she created even though she could have left them to their supposed and miserable destines no problem with the threat of the Elements of Harmony neutralized right there and be done with it.

I will note that for this episode I had to tweak "I've Got to Find a Way." a bit to show Midnight is very pleased with herself seeing the Mane 5's misery at their switched and supposed destines as she already has had everything throughout this episode planned out from the beginning.

As you note of Midnight actually being happy again during her singing of "Morning in Ponyville" and "Life in Equestria." that is because she knows she is about to be transformed into an alicorn princess and now has everything she needs in order to start her takeover of Equestria Which means she is now ready to enact her plan to takeover Equestria as Season 3 comes to an end.

For those who have read up to this point, get yourselves ready as I kick off the Season 4 arc with a four-part opener which will serve as the story's halfway point with major spoilers to come which I hope to have released either by Sunday or Monday.

So enjoy this latest chapter and hold on to whatever excitement and anticipation you have with what is about to come next in this story.

Chapter 11: Princess Midnight Part One

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Chapter 11:

Princess Midnight Part One:

Now that Midnight has everything she needs just after becoming an alicorn and a princess, she is ready to advance with her plans for Equestria. And she plans to go on that by thinking of a plan to take over Canterlot and Ponyville with big events to come.

For starters there is the upcoming Summer Sunset Celebration that usually celebrates Princess Celestia’s victory over Princess Luna when she was Nightmare Moon is now going to be the first celebration since Princess Luna’s reformation and redemption thanks to Twilight and her former friends defeating her using the Elements of Harmony.

Not only that, Shining Armor and Princess Cadance have decided to plan to have their Canterlot Wedding again just days after the celebration.

For Midnight this is an interesting turn of events seeing that things are going her way and she has a plan to deal with both events as she has been always a few steps ahead. She was asked to do a flying performance at the Summer Sunset Celebration and she is also Best Mare at the Canterlot Wedding.

In preparation for her performance for the Summer Sunset Celebration, Rainbow Dash has been coaching her on her flying and because she had secret flight practice before becoming an Alicorn due to being able to summon temporary wings practice has been going smoothly for her.

First thing in the morning, Midnight practices her flight routine for the upcoming celebration while Rainbow Dash and the other girls watch from the ground to observe her progress.

For Midnight’s performance she tries to fly hard and perform her version of the Sonic Rainboom while she does succeed at going fast, she still strives to make her routine as perfect as possible wanting to seek the speeds similar to Rainbow Dash’s sonic rainboom.

“You gotta really flap ‘em hard!” Rainbow Dash instructed as she had just finished her rehearsed performance.

Midnight nods as she is able to flap her wings hard but not too hard no trouble at all.

“Lookin’ good up there, Princess Midnight!” Applejack praised as she and the other girls watched.

“Thanks!” Midnight positively replied.

“It’s nice to see some pony’s embracing their new title even when she is not wearing her crown.” Rarity positively added.

“Well, I try not to brag about.” Midnight humbly responded as she continued flying in the air to view the girls from the ground. “If I see myself as a princess, I preferably would see myself as one who humbly and truly understands her subjects as well as any pony instead of being viewed as an arrogant pony who lets power and privilege get to their head.” Midnight added. “When I look at myself in the mirror what I see myself as a pony who strives for perfection of achieving her goals and doing what is best for her ponies however she can.” Midnight further explained of how she sees herself in a reflection as she flew down onto the ground. “Now if you don’t mind, I got two days get my performance right and I really want this to be as perfect as it can be.” Midnight politely told them she needs to get completely focused on perfecting her act as she flew back up to try her performance again.

“That’s the spirit, Midnight!” Rainbow Dash energetically and enthusiastically encouraged the determined alicorn as she pointed a hoof at the sky. “Now get up there and show every pony the big finish!”

Midnight nodded and spread her wings. Then, she flew a performed her routine again she flapped her wings to achieve her maximum speed as she performed her version of the Sonic Rainboom again producing magic with her cutie mark shining in the sky. As soon as she performed her technique and closed her eyes pleased herself with herself she opens her eyes with a sudden realization she is still speeding off about to hit a tree causing her to quickly dodge it and instead him three clouds as she flew back spinning around down to the ground and skidded to a halt leaving a small track of dirt from her overly fast landing.

The girls quickly ran up to her to make sure she is okay as she dusted herself.

“Wow! That was a big finish!” Pinkie exclaimed happily as she approached Midnight.

“Now that was some serious speed!” Midnight positively commented on her most recent display of flying.

“It sure was!” Rainbow Dash said impressed seeing she shown great speed nearly on par with her “Although make sure you reign it in for your performance.” She added with caution. “But other than that, your performance and quick reaction to avoid major collision was excellent!”

“Yeah!” Midnight said agreeing. “As long as I don’t do that at the celebration I think I got this no problem!” She added as she glances with a smirk secretly.

“Hey! I heard you have a spot on a stained glass window in the castle! Can we go see it? Huh? Huh?" Pinkie eagerly questioned.

“Well, since I got my performance nearly patted down, I don’t see the harm in that.” Midnight responded that she doesn't mind the walk over to admire her portrait.

“Yipee!” Pinkie Pie happily jumped and wiggled her hooves for as long as she remained in the air at the thought of finally getting to see her friend's image on stained glass glory.

The six ponies made their way into the castle and into the hall where all historic and significant events from the past, far or close are presented on glass stained windows.

Of course, the newest addition was her victory over King Sombra with the glass window depicting her blasting King Sombra with bright blue magic that vanquished the evil unicorn and one which depicts her coronation which has her wearing her crown.

“You look amazing, darling. They’ve really captured your regality.” Rarity complimented Midnight on the sight of her portaits.

“They sure did.” Midnight commented still sounding humble about this new change.

“Oh, don't be so modest.” Rarity reacted encouraging her to really relish in her new title. “It's every pony’s dream to someday wear a crown and have their coronation ceremony preserved in stained glass for all to see! Aah!” She excitably squealed in joy at the very thought of royalty.

“Even so, I’m not sure that’s what every pony ever dreams to be.” Midnight skeptically responded with a lowered eyebrow.

“Yeah…” Rainbow answered in agreement with her.

“Most of my dreams are about frosting!” Pinkie Pie suddenly cut in and slurped loudly, already beginning to drool at the thought of it. “Ohhohohoho…”

“We better get going.” Fluttershy spoke up and stepped in, pointing to the outside. “We don’t want to miss our train.”

“Fluttershy’s right.” Applejack agreed. “Don’t know about y’all but I still got bushels to do to get ready. The official celebration may be here in Canterlot, but hoo-ee has the Mayor put us in charge of one heck of a party back home.”

“Well don’t let me keeping you from getting to it.” Midnight positively responded ready to see them off.

“Ah, don’t worry sugarcube!” Applejack reassured her. “You get to be right there with the other Princesses when Celestia raises the sun.”

“And I’m honored. Really, I am. I’ll be fine here in Canterlot. It’s not like I’m not used to being alone like I have when journeying to Ponyville. It’s just this is the first Summer Sunset Celebration I get to attend to and as a princess. It’s like people are finally starting to trust and listen to me for once.” Midnight added still reassuring them she’ll be fine on her own yet still adjusting to the changes yet feeling touched that ponies are trusting and listening to her for a change.

“Yet it doesn’t feel right to us, darling.” Rarity quickly added. “If the Mayor wasn't so desperate for our assistance, we'd most certainly stay here in Canterlot. And of course we do understand that your royal duties must come first. When we spend time together, it’s like we have a bond we never had before. And the only time we really had it was when Twilight was around.”

As Rarity said the last sentence she looked away sadly with regret and guilt as the stinging and painful memories of them abandoning her at the wedding rehearsal and her death immediately floated through her and their friends minds.

“Yeah” Applejack added in the same somber tone. “The Summer Sun Celebration may have brought us together, and even though you now bear the Element of Magic, nothing can fill the void she left since her death. But there is something about you that will always keep us connected to them since you two are a lot alike.” She said as she directed them at the first glass window of them with Twilight defeating Nightmare Moon with the Elements of Harmony. “Exhibit A: The six of us are united by the Elements of Harmony. Point being, even with Twilight gone and you have now ascending to becoming a princess. No amount of royal duties is gonna change that.” Applejack now said happily as she turned to the others. “Right, everypony?”

Fluttershy, Rainbow Dash and Rarity all nod in agreement as Pinkie Pie was self-distracted by her own drooling.

“Right, Pinkie Pie?” Applejack said seriously to get her attention.

“Creamy, creamy frosting…” Pinkie says as she continues to absent-mindedly think about frosting leading to Fluttershy using a cloth to wipe the drool off Pinkie’s mouth.

“You should take that as a yes.” Fluttershy recommended as she spoke and she turned to the others.

“Well, as much I appreciate how much you care for me, you all should better get going if you all want to catch your train.” Midnight reminded told them.

“You’re right, sugarcube.” Applejack responded acknowledging their priorities. “Come on, y’all we better get going.” Applejack said instructing the others to make their way to the train station.

“Well, I guess I could walk you all to the train station if that makes you all feel any better.” Midnight offered.

“We would love that.” Fluttershy happily replied being quick to accept the offer on their friend's behalf.

Midnight would accompany them on the walk to the train station where Pinkie Pie is already excitedly telling her what she wanted to do as they were preparing for their departure.

“We're gonna write you and give you so many details, it'll be like you're in Ponyville with us!” She exclaimed excitedly, turning to the others after. “Right, girls?”

“Cross my heart and hope to fly, stick a cupcake in my eye.” They all chanted in unison, including the exact same motion Pinkie Pie used and taught them in order to properly recite the Pinkie Promise chant.

“And you will be with us right after the Celebration.” Rarity brought up, holding up several supplies including a color palette derived from a single basic color. “We already have an appointment on the books to discuss the royal upgrades to your loft decor.”

The train whistle blew once again, leading the conductor to shout out loud “All aboard for Ponyville!”

The girls took notice and immediately gathered around Midnight for a group hug which she accepted even if she didn’t really want it. Afterwards, they began boarding the train.

“Don’t worry, I’ll be fine. Just take care of yourselves” Midnight once again reassured the other ponies waving them goodbye as their train left the station that she'll be fine on her own.

Once the train leaves and the five ponies are out of sight Midnight’s smile turns into a devious smirk as she said to herself under her breath “You’re gonna need it.”

At that moment the messenger pony came flying by with a letter as she hands it to Midnight.

“For the Princess.” The messenger told her as he flew by.

Spike opened the letter and began reading it out loud from it word for word.

“Dear Midnight, you aren't missing anything. Your friend, Pinkie Pie.”

“That's me!” Pinkie Pie shouted from the distance.

Midnight just shook her head and sarcastically commented. “Well, of course I haven’t. You’ve only been gone for one minute.”

Midnight would then turn her attention to Spike so she could get down to business in preparing for the Summer Sunset Celebration.

“Ok Spike. Time to get to work. So what do we need to get done for the celebration?” Midnight asked Spike now getting serious and ready to work as they began walking back to the Canterlot castle.

“Well, definitely there is a lot to get done, but with your extremely competent assistant by your side we’ll definitely get things done ahead of schedule.” Spike confidently answered.

Midnight is pleased to hear this as she gives him a warm genuine smile for his loyalty to her.

Later that day, Midnight and Spike are in Twilight’s room when she lived in Canterlot which is where Midnight has lived ever since she became a princess. Spike is now going over his checklist.

“Check, check, check, check, and... check!” Spike said as he written on the checklist. “Huh, whaddaya know? We're way ahead of schedule! I credit your extremely competent assistant as promised.” Spike proudly said and complimented himself to Midnight who is in air with her flapping wings watching over.

“Great to hear!” Midnight replied positively as she landed on the ground.

“The Celebration isn't until the day after tomorrow. We could still fit in a quick trip to Ponyville and be back in plenty of time to finish off these last few things before the main event!” Spike said and offered only to see Midnight wasn’t interested of the idea as she did not want to see them. She sighed and appeared apologetic for what she was about to say.

“That would be nice, Spike, but what if something else came up while we were gone? What if we were delayed getting back and I wasn't able to finish everything on that list?” Midnight said as she walked to another area in the room placing a hoof upwards. Then, she began flying up as she continued to speak “What if we lost the list on the way to Ponyville and then couldn't remember which things we'd done and which things we hadn't done, and then spent so much time trying to figure out what we hadn't done and what we had done, and we ruined the entire Celebration by not doing the one really important thing that we were supposed to do?!”

“Uh... so that's a 'no' then?” Spike asked as she floated back down.

“I’m sorry, Spike. But these are the first royal duties Princess Celestia has given me. I can't risk letting her down!” Midnight speaking in a tone to answer yes to Spike‘s question.

“And I'm sure you won't.” Princess Celestia reassured her as she entered the room.

“Your highness!” Spike called out in surprise, walked towards her, and bowed quickly to her.

“Hello, Princess.” Midnight said surprised to see her already. “How long were you standing there?”

“Long enough to hear you say how hard you are trying to prepare for this.” Princess Celestia replied warmly. “And I must admit that it is wonderful to actually be looking forward to the Summer Sun Celebration.”

“Because of now that Princess Luna is no longer Nightmare Moon?” Midnight asked.

“Yes.” She replied as her smile disappeared for the moment as she walked over to the window to observe Princess Luna raise the moon. “For my subjects, it has always been a celebration of my defeat of Nightmare Moon. But for me...” She sighs as she continues to speak with the memory now fresh in her mind. “It was just a terrible reminder that I'd had to banish my own sister.”

“And I’m sure that has got to be something no one would ever want to remember if they were in your position.” Midnight replied sounding a little sympathetic as Princess Celestia then turns her sad expression into a happy one.

“But now it has become a wonderful reminder of her transformation back into Princess Luna, and our happy reunion. I am so pleased that you will be playing a role in the festivities. I know it must have been difficult to see your friends return to Ponyville without you.”

“Admittedly, it has only been a little, but so far manageable. It’s not like I’m not used to being alone before.” Midnight said while sounding not broken up about it while subtly recalling her past.

“You may no longer be my student, Princess Midnight, but I hope you know that I will always be here if you need me. Just as I hope that you will always be there when I need you.“ With those words, she caressed her head with Midnight’s.

Spike cleared his throat to get Midnight’s attention.

“I think this guy needs you?” He spoke up as the messenger pony appeared before them who briefly stutters upon being in Princess Celestia’s presence as he clearly did not expect to walk in and meet with her face to face.

“Uh, a message for Princess Midnight.” The messenger pony addressed them after recovering from his stuttering.

Midnight takes the letter and opens it and with no surprise figured it was Pinkie as a party popper goes off with confetti flying into the air.

“A letter from Ponyville, I presume?” Princess Celestia asked.

“Never mind. It's not important.” Midnight replied as she placed the envelope away.

“Spike, where were we?” Midnight spoke turning her attention back to Spike.

“About to call it a night?” Spike suggested and hopefully guessed.

“We should probably go over the checklist one more time.” Midnight recommended.

“I knew you were gonna say that... “Spike glumly responded with his bubble of hope burst.

“I’ll leave you to it.” Celestia excused herself with a kind grin as she leaves her room.

Shortly afterwards, as Midnight was going over the checklist one more time before going to sleep, she heard what she correctly thought was Princess Celestia gasps and falling to the ground. She secretly smiled hearing this as her heart glowed again seeing that her plan is getting underway now.

After going over the checklist and making sure everything was in order both Midnight and Spike went to sleep. Midnight was the first to wake up and approached a strange sight at the window. Both the sun and the moon were up at the same time.

“Spike.” Midnight quietly and kindly shook the young dragon in order to get his attention.

“Check-check-check-check-check-check...” Spike spoke in his sleep not paying attention to the fact Midnight is trying to wake him.

“Spike!” Midnight called out to him again louder this time.

“Ungh... What time is it?” Spike asked now awake.

“It's the middle of the night! But it could be morning. That's just it! I can't tell!” Midnight told him with pretend worry as she directed his attention to what she is talking about.

“Whoa. That is weird.” Spike responded surprised at this interesting and strange sight.

“Come on, Spike, we have to find out what's going on.” Midnight determinedly stated as she lead him outside to figure what why this is happening even though she secretly knows what is going on.

As Midnight and Spike make their way outside, she sees the crowd of ponies also surprised at the sight of the sun and the moon up at the same time.

“What do you think it means?” A pony asked another pony.

“Princess Midnight knows what to do.” Another pony said directing their attention to Midnight as she and Spike come outside.

All the ponies gather around Midnight asking for answers which Midnight calmly tells them “Don’t worry every pony, I am trying to figure this out what this is all about as much as everypony else here.”

At that moment a royal guard interrupted asking for Midnight’s attention.

“Your Highness, you must come with us.” The guard addressed her and gestured her he and the other guard lead her inside while closing the castle doors behind them.

“It’s Princess Luna and Princess Celestia…” One guard told her dreadfully and hesitatingly.

“They’re gone!” The other guard shouted out in slight panic.

Spike immediately gasped hearing this while Midnight looks on with dull surprise.

“So when you say they’re gone, that means you have no idea where they are?” Midnight correctly questioned.

“Yes!” The guard who slightly panicked answered “It seems that Princess Celestia and Princess Luna have simply... vanished.”

“Vanished?!” Midnight asked with pretend confusion. “But they were here last night!”

“That is why we came to you.” He responded as they both of them bowed before her. “We await your command.”

After a moment of thinking, Midnight spoke her instructions to them.

“I want you to continue the search for Princess Luna and Princess Celestia." Midnight calmly instructed them. "We have to find them before ponies start to panic. There must be some clue that can tell us what's happened to them. If you find something, anything, let me know immediately.”

The guards nodded, saluted, and then quickly went off on their way to carry out Princess Midnight's orders.

“Wow.” Spike mentioned with small surprise and sounding very impressed. “Way to take charge.”

“Your highness!” The door suddenly slammed opened. “News from Ponyville!” Another guard rushed while explaining his message. “The Everfree Forest appears to be…well…invading!”

Midnight didn’t show much reaction hearing this as she predicted that would happen as planned as she immediately instructed the guard to continue the search for the princesses while she declared she will deal with the problem herself.

She immediately gets her crown from her room and immediately starts running out of the castle to head to Ponyville to act accordingly since she now knows her plan is really getting underway.

“Where are we going?!” Spike asked her while panting when they ran down the steps outside of the castle.

“The Everfree Forest is invading” Midnight answered as she put on her crown “Whatever is going on, I’m going need the girls help and the Elements of Harmony to stop it!”

She stopped to let Spike catch up and let her climb onto her back as she prepares to fly off to Ponyville as there is no time to waste seeing Ponyville is the verge of being taken over by the plants invasion.

She flew as fast as her wings could carry her, while trying very hard to avoid hitting the dark clouds filled with spikes causing Spike as a precaution to put on a seatbelt and feel nausea as Midnight flies at top speed.

“I’m starting to wish… we taken the train!” Spike said to voice his regret over not voicing his objection to flying over.

“Almost there!” Midnight pointed out and reassured him it won't be long now. “Come on, Spike, we need to get the Elements of Harmony and find the others!”

Once Midnight got to Ponyville Midnight flew down for her landing and skidded to a halt.

Once they landed, Spike wasted no time getting on the ground and started kissing it relieved that the flight is over. “Sweet ground! Sweet, sweet, wonderful ground!”

“Well, excuse me if my flying makes you airsick.” Midnight sarcastically quipped while sounding somewhat offended. “Maybe next you should fly with Rainbow Dash instead.” Midnight continued as she walked into the library.

“Oh, thank goodness.” Rarity ran up relieved to see Midnight here to help upon seeing her enter the library.

“Oh, I hope you know we wouldn't normally go through your books without permission...” Fluttershy politely told her while worried Midnight would get upset at that them messing with her books.

“Well, with all things considered, I don’t mind this time.” Midnight told Fluttershy she and the others did nothing wrong especially in a time of crisis.

“I dunno if you've noticed, but the Everfree Forest is just a teeny-tiny bit out of control.” Pinkie Pie pointed out towards the window. However, her tail suddenly began twitching, causing her to quickly duck down.

The, something immediately shout out towards Rarity and took her against the library wall. It was one of the tree’s vines. Applejack quickly shut the window closed causing the vine to break in half in the process.

“Guess it turned out you were missin' something here in Ponyville after all.” Applejack told her just as worried as everypony else.

“Oh, I have very well noticed, Pinkie. Otherwise, I probably wouldn’t be here.” Midnight sarcastically commented as Rarity recovered from her daze from being knocked out.

“But perhaps you already know what's causing all of this calamity.” Rarity questioned as she glanced at Midnight. “Has Princess Celestia sent you to dispel it posthaste?”

“No she hasn’t because Princess Celestia and Princess Luna are both missing.” Midnight bluntly said the news straightforward to the girls causing them to gasp in shock.

“I don't know who has taken them, but I've got a hunch we're going to need the Elements of Harmony to get them back.” Midnight looked over to the glass case holding the Elements and brought them out, placing the correct ones on the right ponies.

“Oh, yeah!” Rainbow Dash cheered in excitement when her element was placed on around her neck. “Just like old times.” Hearing that causes Midnight to give her a stern look to remind her she wasn’t with them to use the Elements of Harmony other than the time they freed Discord from his stone prison causing the blue Pegasus to awkwardly add “Sorry.” in an apologetic tone.

“A-boo-yah!” Pinkie Pie happily cheered and bumped hooves with Midnight when receiving hers.

“I told ya we'd always be connected by the Elements.” Applejack assured Midnight. Releasing a sigh, she began offering a plan. “Now we just gotta figure out who to aim these bad boys at so we can get Celestia and Luna back and keep the rest of Equestria from becoming plant food!”

Another one of those branches or weeds slipped in, causing Applejack to quickly step on it before it grew any longer. “Any ideas?” She asked Midnight and the other ponies in the room.

“Hmm...” Midnight wondered with a hoof to her chin.

“I haven't found squat in any of the books I've been looking through!” Pinkie announced, revealing that she wasn’t looking at any informative books, instead was looking and drawing in a coloring book. “Oopsies! Missed a spot!” She scribbled with a crayon.

“Well, no wonder you haven’t found anything useful…” Midnight sarcastically commented while briefly turning to Pinkie. “…Considering you’ve been looking at children’s books.”

Turning her attention back to the sight of the sun and the moon up in the sky she began thinking to herself “Half day, half night... strange weather patterns... out of control plants. I think I'm starting to get a pretty good idea of who we're up against.” Midnight answered as she led the girls outside.

“Who?” Applejack asked.

“Discord.” Midnight responded with fierce determination on her face. “It’s time we had a talk with him.”

Seeing that Midnight is on to something given Discord’s shenanigans, the girls followed after her. Once they got to a good spot outside, the girls formed a circle, as Midnight activated the magic on her element which activated the other elements causing the girls to float in the air as the rainbow magic was produced similar to when freeing Discord from his stone prison only this time it summoned Discord just as he is in the middle taking a bath.

“Winter Wrap Up, Winter Wrap Up…” He sang to himself as he is in the middle of scrubbing himself clean.

Once he opens his eyes he quickly wraps himself up with a towel surprised to see himself facing the six ponies again.

“Ooh!” Discord laughed. “Now, Midnight, you know Princess Celestia said that you were to give me a heads up before you summon me with that little spell she gave you.” He told her as he tapped his paw on the tip of his crown. “In case you haven't noticed, I was in the middle of a particularly invigorating shower” He added as he uses his magic to make the bathtub to disappearas he rubbed himself with the towel right in front of them.

“I’m very well of the Elements of Harmony’s capabilities for starters, and secondly and most importantly we summoned you here for a very good reason. The princesses are missing and the Evergreen Forest is invading Ponyville.” Midnight sternly told him evidently having none of Discord trying to lecture her on what she already knows.

“Why…” He laughed as he wrapped himself around Midnight as one of the dark colored, spikey, and ugly weed and then turned back to normal. "Whatever are you talking about?” He asked with seemingly faux innocence.

“Don’t you play dumb with us Discord!” Applejack accusingly struck a hoof towards him not buying his act. “We know you’re the one behind all of this!”

“Don't get me wrong. I absolutely love what you've done with the place” Discord mentioned as he took pictures all around. “But I couldn't possibly take responsibility. I'm reformed, don't you remember?” He added as he nudged Fluttershy.

“Yeah, right! This has got your cloven hoofprints all over it!” Rainbow furiously voiced to back up Applejack's claim.

“I'll have you know that I have only one cloven hoof.” Discord wittily corrected and then kicked her in the flank with his hoof before disappearing. “Such accusations.” He added as he reappeared walking away from us. “And here I thought we were friends.”

“Drop the act, buster! We’re on to you!” Pinkie warned him with her eyes narrowed in suspicion.

“Ladies, ladies, I'm innocent. Would I lie to you?” Discord innocently responded while placing a finger on Pinkie’s mouth.

“Yes!” The mane cast minus Fluttershy and Midnight exclaimed bluntly.

“Um, maybe.” Fluttershy weakly added.

“Well then, it seems we've reached an impasse. I'm telling the truth, but you think I'm lying. What do friends like us do in a situation like this, Princess Midnight?” He asked her as he placed his paw around Midnight. “Congrats, by the way, on the promotion. You totally deserve it.”

“I say we blast him back to stone!” Rainbow Dash fiercely suggested.

“Works for me!” Applejack heavily agreed.

“Hear, hear!” Rarity added agreeing with both ponies at that suggestion.

The three of them began activating their elements until Fluttershy intervened.

“Hey! We can’t do that! What if he really is telling the truth” She told them as she directed her hooves at Discord, who was once flinching but then placed an innocent halo above his head.

“She’s right!” Midnight added vouching with Fluttershy. “I have reason to believe Discord maybe telling the truth this time.”

“What in tarnation are you talking about, Midnight!” Applejack questioned as the others girls look at her in disbelief. "If that's so then why did you have us summon here?"

“While we all know for a fact, yes this is Discord we are talking about. I wanted to double check and make sure that this was his doing. Plus if Discord was behind this, it would suit to his more ‘fun’ style than the current creepy and evil from the Everfree Forest.” Midnight explained as she pointed around to the creepy tree branches growing around Ponyville. “Such as the cotton candy clouds with chocolate rain for example.” She reminded them of the chaos Discord caused when he returned for the first time to which Pinkie slurped and drooled at the very thought of it.

“Best. Rain. Ever.” Pinkie happily drooled as the thought sinks into her mind.

“If Discord was going to mess around with Ponyville, He would do it in a way that would amuse himself.” Midnight added as she continued to explain her reasons for believing in Discord.

“Exactly!” Discord pointed out thankful for Midnight vouching for her. “Well, finally! Thank you princess! Someponies who are willing to give me the benefit of the doubt specifically when one is from royalty .” He mentioned as he brought the two of them together. “The rest of you could learn a lot about friendship from my dear friend Shutterfly here. “

“Um…It’s Fluttershy…” Fluttershy corrected him kindly and quietly.

“Oh, right, whatever.” Discord quickly dismissed.

“So, you think you can help us figure out who is?” Midnight questioned Discord.

“I suppose I could, but after all the hoof pointing and besmirching of my good name, I just don't know if I'm up to it.” He responded as he refused and brought out a couple of knitting needles, using the slithering dark vines to knit with.

“Why don't you ask your zebra friend if she knows anything?” Discord suggested, as he knitted an arrow that pointed nearby showing to them that Zecora came walking by hauling a large amount of things behind and on her just seconds later after bringing her up.

“Zecora!” Midnight called out as she and other five ponies all rushed towards her to confront her.

Because of the weight on her, she stopped in her tracks with her hooves falling forward. Midnight used her magic to detach the large bag of her things while Fluttershy and Rainbow Dash carried them off while Applejack and Pinkie Pie carried the cart off of her back.

“From my home, I have had to flee! The forest has grown too wild, even for me!” Zecora rhymed as she told them and stood up.

“Any idea while this is happening?” Applejack asked as one of the vines briefly stole Applejack’s hat off of her head before Applejack responded by quickly regaining control of it back from the vine.

“I'm afraid it is a mystery to me as well, but I may have something that, if combined with a spell...” She answered as she walked over to her cart to retrieve something. “I do not dare to use it myself” She further explained as she presented a vial of purple liquid inside. “The results would be tragic. It only responds to Alicorn magic.” She added as she spoke to Midnight. “Princess Midnight, you can turn the potion from purple to white. After a sip, you may see why the sky is day and night.” She added as she diplayed a hoof overhead to the sun and moon both in the sky.

Readying her horn she turns her horn’s magic aura to dark purple so she can use dark magic in order to turn the potion’s color from purple to milky white which is successful no problem for her because of her past experience with dark magic.

“Oooh” Pinkie looked at the vial amazed by the change in color.

Midnight looked back at it as Zecora nodded in confidence. Then, Zecora used her head to lift the potion up to Midnight’s lips. Midnight immediately began drinking for a good amount of time then stopped. Midnight then licked her lips, waiting for something to happen. Then after a few seconds her eyes become pure white.

Once eyes turned back to normal she shook her head to figure out where she is.

At that moment she heard a voice behind her shout “Not another step!”

It was Princess Luna appearing from behind her throne with her wings erect looking angry.

“Did you really expect me to sit idly by while they all basked in your precious light?” Princess Luna questioned angrily clearly not speaking to Midnight drawing her confusion.

“There can only be one princess in Equestria!” She shouted out as she moved over to a piece of wall that was part of the stairs. “And that princess... will be me!”

She emphasized her rage by smashing the same piece into millions of other pieces. The force of the blow led a huge crack to form from beneath her and towards the wall behind her. A large shadow began forming at the same area. A large piece of the wall behind her broke off, revealing the bright sun.

Princess Luna began raising herself mid-air, using her magic so she can move the moon behind her to directly block out the sun to create a full eclipse. Suddenly, these wisps of darkness began surrounding Princess Luna and enveloped her in total darkness.

Then when she appears out of the darkness she appeared in a new monstrous form who now cackles evilly as Midnight watching this understands what is going on. She is currently witnessing the flashback of the day Princess Luna became Nightmare Moon and when Princess Celestia banished her to the moon!

Chapter 12: Princess Midnight Part Two

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Chapter 12:

Princess Midnight Part Two:

Once Nightmare Moon is done cackling evilly after being transformed she immediately blasts magic at the ceiling causing parts of it to fall to ground. Midnight was quick to dodge the ceiling pieces as they made their way down to the ground. Once she lifts her head up she finds herself facing Princess Celestia who is facing off her transformed sister with glaring anger in her eyes as Nightmare Moon strolls up to face Celestia herself.

Princess Celestia then flies up as Nightmare Moon blasts magic form her horn at her which Celestia was quick to dodge as the blast struck the ceiling again causing the moonlight from the sky to appear visible from the castle.

“Luna!” Princess Celestia sternly addressed her while folding her wings “I will not fight you! You must lower the moon it is your duty!” She said to assert to her sister that she is not going to fight her.

“Luna” the dark mare questioned as if her name isn't Luna. “I am…Nightmare Moon!”

While watching this Midnight studies the scene carefully of how this can play into her hooves in the present day.

“I have but one royal duty now: to destroy you!” She shot out another powerful laser towards Celestia, causing her to jump and flee away. “And where do you think you’re going?” She called out to her while chasing after her in flight seeing this as an act of cowardice.

Seeing Nightmare Moon fly off, Midnight quickly opened her wings and took off after them to continue observing their fight from behind. Nightmare Moon relentlessly attempted to harm Celestia, but Celestia was able to dodge these beams of magic as if there was nothing else she could do just barely. These harmful magic attacks landed at the sides of the buildings and even destroyed a supporting arch. Even when Midnight had to quickly dodge and evade the falling debris to avoid being hit it didn’t stop her from pursing the two sisters at the same speed she has been maintaining.

However, it wasn’t long before Nightmare Moon finally managed to strike Celestia causing her to scream in pain as she falls down back into the castle through one of holes created from one of Nightmare Moon’s blasts.

Midnight flies down to observe Celestia who is now struck unconscious by Nightmare Moon who cackles evilly again at her moment of triumph.

“So this how it played out? Interesting!” Midnight observantly noted as she looks intrigued by her closely observed studies as if she is getting more and more ideas from watching this fight play out as Princess Celestia gets up on her feet after recovering from the attack who now looks on at Nightmare Moon’s direction with grim determination.

“Oh, dear sister. I am sorry, but you have given me no choice but to use these.” She spoke to herself as she is going to regret what she is about to do as she used her magic open a secret chamber where a statue rises from the floor. It is the statue used to contain the Elements of Harmony with six gems on six separate pedestals.

Midnight continues to observe intently as Princess Celestia flies up as she uses her magic to raise the six gems including the element of magic hidden in one of the stones and circle them around her causing a bright burst of magic to form around her.

Fueled by the elements powers she rises up to face off against Nightmare Moon again. As Nightmare Moon glares her down reading her horn, Celestia does the same with regretful tears in her eyes as she prepares to banish her to the moon.

Nightmare Moon blasts a beam of magic from her horn as Celestia does the same with her horn powered by the Elements of Harmony creating a Beam War between the two. While Nightmare Moon initially holds her own, she finds herself overwhelmed by the elements powers as the beam battle goes in Celestia’s favor. Realizing what is about to happen all Nightmare Moon has to time to do is scream “NOOOOOOO!” as she is utterly consumed by a bright light and banished to the moon she will continue to remain there for the next thousand years.

Once Midnight recovered from seeing the vision she rubs her eyes and then sees she is now back in the present day where she stood as the others look at her in an odd way.

“Why are you all looking at me like that?” Midnight confusingly inquired.

After a moment, Applejack broke the silence to answer “It’s just you were mumbling to yourself…” She began to answer.

“Ooh! Don’t forget all the thinking out loud you were doing.” Pinkie Pie included.

“Are you okay?” Fluttershy asked in a worried tone.

“Eh…It was okay in my opinion” Discord said as he observed from laying down on one of the spiky branches from the Everfree Forest. “Though I was hoping to see you cry and freak out like Twilight would have done. Would make more of a one-pony theater piece that way.”

He revealed a scroll that held a moving picture of Midnight calmly observing her sightings which earned him a glare from the alicorn to silently tell him that trying to see her cry isn’t funny.

“Did you find out whose rump we need to kick and where we can find them?” Rainbow Dash asked, aggressively ready for the name so she can charge at the very threat.

“I saw something a long time ago.” Midnight answered but not revealing what she saw. “But it didn’t explain what’s happening now.” She ended as she turned her head back towards the others as if she was ready to continue speaking. All the other girls turned to her attention to further listen on what she is about to say next.

“Perhaps farther back still are the answers you seek.” Zecora offered as she approached her, pulling the vial once more. “Another sip of the potion will give you a peek.”

Midnight held the vial with her magic as she is ready to look back further for answers as Spike walked up to her.

“You sure about this?” Spike asked in a worried tone as the other girls give concerned looks as well.

Midnight simply drank the potion to non-verbally reply “Yes” in response to Spike’s question.

As Midnight drinks the potion, Discord appears in front of them with an old-fashioned filmmaker rolling and dressed like a film-maker.

“Oh, I do hope she breaks into a song this time!” Discord eagerly speaks as he is ready to start filming Midnight's reaction to her visions.

As soon as Midnight finishes drinking the potion her eyes her eyes glowed white again. When her eyes return to normal color she finds herself seeing fish floating in the air even though there is no water. Upon seeing this she looks around the area like she has since this before as she turns to attention to Princess Celestia and Princess Luna approaching somebody sitting on a chair in the distance carrying saddlebags on their backs and then quickly approaches them from behind so she can observe what is about to happen.

The figure in question turns out to be Discord who turns his chair around to face the Princesses who both look on clearly fed up with his antics. Once Midnight sees him the pieces from the puzzle are all put together for her.

“Oh, this is so much fun. How about a game of 'Pin the Tail on the Pony'?” Discord jokingly said as he holds Celestia’s sparkling tail to which in reaction, she gasped as she looked back to see her tail no longer there. Being further angered by Discord’s childish antics, she led Luna closer to him.

“Playtime is over for you, Discord!” she firmly said to him as she and Luna glared at him with disdain.

“Oh, I doubt that.” He swung around a bag that was filled with what that looked like black popcorn kernels. He munched loudly as he offered them some from the bag. “Hungry?”

The two alicorns only gave him a cold glare in response, even when the apparent food tapped them right on the face.

“Suit yourselves.” Discord casually said as he threw in another clawful into his mouth and munched. As Discord continues to munch on his food, Celestia and Luna pulled out the Elements from their bags but they looked different by the they looked as if they had different appearance before Twilight and the others harnessed them.

“Oh! What have you got there?” Discord questioned, showing no signs of fear.

“The Elements of Harmony.” Celestia briefly and firmly answered.

“With them, we shall defeat you!” Luna added in the same tone.

Observing this scene, Midnight correctly deduces that this is the day the princesses turned Discord to stone. She examines the black popcorn kernels as they sink below down into the round, and figures to herself that the seeds that look the same color as the overgrowing vines that are invading Ponyville might be the connection and that Discord’s past antics have indeed played a role in this.

Discord laughed, causing Midnight to place her focus back on the scene.

“You should see yourselves right now. “The expressions on your face. So intense. So sure of yourselves!” He continued laughing while the two princesses connected each other’s horn as ready their magic to activate the Elements of Harmony. “Hilarious!” He chortled and laughed out, holding a claw out and his paw to his stomach just as the Elements magic landed onto him. He was immediately encased in stone in the same exact way Twilight and the others first found him.

Suddenly, her eyes were blinded again, and found herself taken someplace else. Midnight looked in amazement at the sight shining in front of her.

The princesses appearing there as well approached the highly mystical tree. “The Tree of Harmony!” Luna said as they reach the tree that is now right in front of them.

Midnight remains silent as she looks on at the tree analyzing it and recognizing Twilight’s cutie mark branded on the tree similar to Midnight’s cutie mark above Celestia and Luna’s cutie marks.

Nonetheless, Celestia flew up towards Twilight’s cutie mark on the tree and sent out a beam of her magic at it.

“Are you sure?” Luna worriedly asked her as she flew up to join her sounding and acting unsure if what they are about to do is a good idea.

“We have managed to discover the only means by which we can defeat Discord and free the citizens of Equestria.” Celestia explained, and then began manually taking out each element inside, including Twilight’s which is now in Midnight’s possession. “Even without these elements, the Tree of Harmony will possess a powerful magic. As long as that magic remains, it will continue to control and contain all that grows here.”

“…magic?” Luna repeated in the form of curiosity yet understanding of her sister's explanation. She slowly approached the tree and placed a hoof on it. Suddenly, the tree flashed brighter for a second and Luna returned a small and quick yelp.

“Luna, are you alright?!” Celestia quickly met with her after that reaction worried for her well-being.

Luna stared at her hoof for a moment and then looked downwards at her chest. She gave a few sharp breaths before responding. “Yes…I’m fine.”

Before Midnight could see anymore, she was blinded again as she was now back to the present, now out of her vision.

“So what did you find out?” Spike instantly asked Midnight as she shook her head recovering from the experience.

“I still don't know what's happened to Princess Luna and Princess Celestia” Midnight answered while lying at the same time. “But I think I know why the Everfree Forest is acting this way. Something's happened to the Tree of Harmony.”

Each of the girls, including Zecora, looked at one another in a very questionable manner.

“The tree of what now?” Rainbow Dash asked just as confused as everypony else.

“The Tree of Harmony.” Midnight said to Rainbow Dash to answer her question. “It's where Princess Celestia and Princess Luna found the Elements. I think it's in danger.”

“Well, all right then!” Applejack responded as she walked towards her confidently. “Let's go save a... tree.” She hesitated on the subject of the matter. “Uh... where is it exactly?” She felt the need to ask again.

“It is in the Everfree Forest.” Midnight answered as she pointed towards the area where the invading plants growing from there.

“Ooh-hoo! I’m going to need more popcorn!” Discord reacted joyfully with his recliner chair, empty bag of popcorn, and drink, as if he was really watching a movie.

Midnight, the girls, and Spike all walk up to the entrance of the forest, leaving a highly familiar sight implemented in the girls minds.

“Seems like only yesterday we were heading into these woods to find the Elements of Harmony.” Rarity said recalling the night the group minus Midnight grouped together to defeat Nightmare Moon.

“Seems only yesterday that I meet all of you minus actually being around when Nightmare Moon returned.” Midnight added while feeling the need to point out again she wasn’t there when that day happened but Twilight was as she stepped inside the forest with them that day. “I don't know what we're going to face in there. But whatever it is, I know we need to face it together.” She firmly old the others, earning herself agreeing nods from the girls as she lead them in silent confidence until they came across this foggy swamp with water that looked acidic giving no pony any reason to touch it or even think about swimming across it at all.

Midnight stepping forward examines the rock stones above the water and then used her magic to throw a nearby rock at it as she does not trust it to be used to hop on across the river. And true to her suspicions the rocks turned out to be scales from a huge creature who emerged from the water glaring at her angrily. The creature growled furiously as it headed straight towards her.

“A cragadile! Run for your lives!” Rarity shouted out, leading to the others to all spread out.

Midnight and Spike trying to flee ended up blocked off by a tree as the cragadile targets her as he approaches.

Midnight seeing she has no other options readies her wings and flies herself up at sends a blast of magic at the cragadile stunning his vision as he stumbled backwards. When the cragadile tries to recover Applejack lassos the cragadile’s tail using one of the vines from the forest where she and the other girls are trying and struggling to pull it away from Midnight and Spike.

Applejack then uses another vine to lasso the cragadile’s mouth shut, and then used more vines to further restrain the cragadile to multiple trees nearby with help from the other girls. Midnight joined in helping tie the cragadile’s tail to a tree.

“And for good measure!” Midnight said as she readies another blast of magic from her horn to right at the cragadile to knock him out cold so they could escape.

“That was close. “ Midnight said sounding a little relieved yet unfazed from his attempted attack.

Applejack released a quick breath before responding. “A little too close, if you ask me. You sure you're all right?”

“I’m fine.” Midnight reassuringly returned. “We better keep moving.” She continued as she continued forward into the forest. “Let’s go!” After a good few seconds of trotting to head. She found to her surprise the girls are very hesitant to follow her catching Midnight’s attention when they refuse to take another step forward with her. “Well? What you are waiting for? Let’s go!” Midnight said again confused why the girls aren’t following after her.

“Well, we were just thinking, and we’re thinking that maybe it be best if you went back to Ponyville and let us look for the Tree of Harmony without you.” Applejack spoke up her thoughts.

“What? Why?” Midnight inquired a little angrily at what the farm pony is suggesting.

“For starters, you just about got eaten by a cragadilly.” Applejack further continued her reasons why.

“We all did. He wasn’t after just me. And I was able to handle my own against him just fine even without your help!” Midnight shot back, turning her head away. "Also it's pronounced cragadile." Midnight added feeling the need to correct Applejack.

“Sure but the point is…” Applejack continued as she approached Midnight. “…well, the rest of us aren’t princesses.”

“What’s that got to do with anything?” Midnight asked in a defensive stance. “Do I need to remind you that I took down King Sombra on my own when we first met. If it weren’t for me the Crystal Empire wouldn’t be safe right now!” Midnight angrily pointed out of what she is capable of and again pointed she is capable of holding her own.

“Princess Celestia and Princess Luna are gone. If something happened to you, I-I just don't think Equestria can risk losing another princess.” Applejack said, leading to the new alicorn princess becoming more defensive and angry at what she was hearing.

“Applejack does make a valid point.” Rarity said in agreement siding with Applejack. “Even if we manage to save the Tree of Harmony, it won't necessarily mean Princess Celestia and Princess Luna will return. Equestria will need somepony to lead in their absence.”

“But the Tree of Harmony!” Midnight countered to further make her valid points perfectly clear to the girls of why they need her in order to complete this mission. “I'm the only one who has seen it and knows what it looks like. You need to follow my lead on this.”

“Huge tree, cutie marks on the trunk, probably being attacked by something hideously awful? Yeah, I'm pretty sure we'll know it when we see it.” Rainbow Dash responded as she flew down to Midnight’s eye level unconcerned.

“All of you feel this way? Feel like I shouldn't be here? Even after everything we have been through together?” Midnight asked sounding hurt that the girls think they are better off without her even after what she has accomplished.

The girls didn’t answer, instead either looked away or at the ground. Seeing that the message is clear as Fluttershy hesitantly and sadly answers.

“It is for the best.” Fluttershy told her as Midnight glares at them angrily looking very hurt by her response.

“Fine! Have it your way! See if any of you make out alive after all of this!” Midnight bitterly responded before flying off back to Ponyville on her own.

Seeing and hearing this, causes Spike to run after her shouting in her direction “Midnight, wait!” as the other girls shocked at what Midnight had just said before continuing forward in the Everfree Forest now looking very regretful yet felt was necessary for the good of all of Equestria.

When Midnight made it back out of the Everfree Forest, she saw Discord sitting on one of the vines as lounge chair while filing his nails with Gummy’s scaly back and holding a couple of ponies hostage with the Everfree roots. While Gummy didn’t mind, the other ponies were screaming for help as Discord takes pleasure from their fear.

“Discord!” Midnight quickly scolded him when she catches him in the act causing him to get rid of Gummy and snap and remove the danger from the two ponies.

“You’re welcome!” Discord shouted out as they quickly dashed away, sounding like they were supposed to thank him for freeing them as soon as Midnight showed up. “Hmph. No luck finding your tree?” He asked Midnight as he turned around asking the question to change the subject.

“We ran into some trouble.” Midnight bitterly answered as Spike managed to catch up to them. “The girls decided it would be best if I returned to Ponyville while they continued the search.”

“Wow, I'm just surprised that you agreed to their plan.” Discord spoke sounding surprised hearing this. “I never thought you'd be the kind of pony who would think she was better than everypony else.”

“I don’t think I’m better than anypony!” Midnight immediately and defensively shot back “I left them because they showed that they didn’t trust me even after everything we have been through and knowing of what I am capable of.”

“Oh, well, how silly of me to assume that you would think that. All you did was choose to keep your precious princess self out of harm's way while your friends thrust themselves right into it.” He pointed towards the Everfree Forest after creating an old monarch robe and scepter for Midnight. However, Midnight silently threw both the robe and scepter to the side, clearly not putting up with this. “I'm sure you'll all be the best of pals again when they return from their terrifying yet deeply bonding experience that they're having without you.” Discord appeared from within Midnight’s ears, chuckling about the matter.

“You know what? You’re right Discord!” Midnight answered with determination. “I should have never agreed to come back here. They are going to follow my lead whether they like it or not!” She further added as she turned back into the Everfree Forest.

“Come on, Midnight. Discord may be reformed but he's not that reformed. He’s just trying to get under your skin.” Spike tried to reassure her not to let Discord's words get to her as he tries to keep up with her.

“Well, it’s working!” Midnight returned angrily before using her magic to place Spike on her back as she flew into the air to catch back up to the others.

As Midnight flew over the forest looking for the girls, Spike got onto a nearby tree so he can see where they are and to his luck they are not far behind from the girls as they managed to find the tree. But when Spike turned to tell Midnight the good news she was suddenly attacked by gas-spewing plants. Acting quick she used a magic shield to protect herself as the plants closed in on her.

Spike seeing the danger Midnight was in went to the other girls for help.

After a good few minutes of holding up her magic, Midnight then bursts up in the air and uses her magic to wrap the five plants that were attacking her together and then broke their steams after pulling them up in the air. She then twirls them around sends them flying up in the air and then disintegrates them into ashes with her magic with one powerful blast.

Once she lands herself back on the ground she sees that the girls and Spike have just arrived looking in awe having witnessed the whole scene with open jaws and widen eyes.

“Dude…” Rainbow Dash began.

“That…” Applejack added.

“Was…” Rarity included.

“AMAZING!” Spike hopped and cheered as he hugged her. “I’m so glad you’re okay.”

“I sure am glad you came looking for us.” Applejack added in relief.

“Not as glad as I am seeing that you all found and came back to me.” Midnight told them sounding very pleased with their kind words.

“The truth of it is…” Rarity included in an apologetic tone. “…we’re simply lost without you and we shouldn’t have sent you away like that.”

“Yeah. Equestria may need its princess... “ Rainbow began in the same tone.

“ ... But we need our friend.” Fluttershy finished.

With all said and done, the girls all went to the Tree of Harmony, where Midnight shows an uninterested look at it as she is not surprised by what she is seeing as she spread her wings and flew towards the tree up to where Twilight’s cutie mark was marked on. When she tried to stretch out a hoof to touch it, one of the roots immediately wrapped itself around Midnight’s hoof, causing her to quickly react by using her magic to shoot a beam at it, splitting it in half. As the vines wrapped around the cutie mark Midnight began thinking back to Celestia’s words from the flashback played back in her mind.

“Even without these elements, the Tree of Harmony will possess a powerful magic. As long as that magic remains, it will continue to control and contain all that grows here.”

With that Midnight flies back to the others to tell them what they need to do to save the tree.

“I know how we can save the tree.” Midnight announced. “We have to give it the Elements of Harmony.”

All the other girls immediately reacted with stunned and concerned faces at this announcement.

“Whoa, whoa, whoa, heh. How are we supposed to protect Equestria?” Rainbow Dash correctly brought up, landing in front of Midnight.

“How are we meant to rein Discord in if we can't use the Elements to turn him back to stone?” Rarity added also stepping forward.

“Midnight... The Elements of Harmony...” Applejack further mentioned to back Rainbow Dash and Rarity up as she approached Midnight. “They're what keep us connected no matter what.”

“You're right about one thing, Applejack. The Elements of Harmony did bring us together. But it isn't the Elements that will keep us connected. It's our friendship. And it's more important and more powerful than any magic.” Midnight returned, beginning to relive those who were initially upset with her proposal. “My new role in Equestria may mean I have to take on new responsibilities, and our friendships may be tested, but it will never, ever be broken. But if any of you have any objections to this, that’s fine too.” She added in the tone while sounding like "if you don't trust me like you did before then fine shame on all of you." while reminding them of their decision to send her away which causes the others to look away ashamed as she spoke the last part of sentence.

“No, you’re right, Midnight, Equestria does need the elements more than we need them." Applejack responded agreeing with Midnight after realizing the truth in her words. “We should have realized that we needed to follow your lead no matter what, and yet when we didn’t we came to the tree without having some pony to know what do to about. We’re not going to make that mistake again.”

“Then there's no time to lose." Midnight firmly told them as she asked them as she flies up in the air. "Everypony ready?”

“Ready!” The girls replied on board with her lead.

Midnight then focused her magic to take the gems off of the girl’s necklaces and then circles them around her similar to how Princess Celestia did in the flashback before having the gem from her tiara join in.

At that moment, the vines reacted by grabbing her which causes the girls and Spike to gasp in shock as Midnight after a little struggle before she calmly continues using her magic to send the gems back into their respective stone cases on their respective cutie marks as the vines continue to consume her as she puts her gem onto wear Twilight’s cutie mark is.

With all six elements connected onto the tree again they all produced a bright light that magically shines the tree causing all of the vines to disintegrate by the Tree of Harmony’s magic.

The tree is then restored to its former glory as the brightness dies down as Midnight flies down to land in front of the girls as a pair of the last leftover vines disintegrate too.

When they disintegrate they reveal that Princess Celestia and Princess Luna were trapped by those vines as they awaken now free from their control causing the girls to smile to see that they have found them and that they are both okay.

Midnight acting relived to see they are all right is the first to approach them.

“We know how difficult it must have been for you to give up the Elements. It took great courage to relinquish them.” Princess Celestia told her while commending her for her actions as the girls look on in pride.

As Midnight embraces the princesses she is drawn to the tree as it shines another light causing her to step forward towards the tree. Magic produced from the elements stream up to the element of magic causing a small rainbow stream on the tree to stream down through Celestia and Luna’s cutie marks through to the bottom of the tree’s roots as a flower is produced from the tree. Midnight touches it causing it’s petals to open up revealing a bright chest with six keyholes.

“What's inside it? How am I supposed to open it?” Midnight asked as the Princesses looked at the closed chest with her.

“Six locks, six keys.” Luna said while examining the chest. The two turn their attention to Princess Celestia for answers.

“I do not know where they are. But I do know that it is a mystery you will not be solving.” Celestia explained as the others smile in her direction as Midnight turns away to look at the chest seeing that the elements are locked up secretly smirking that her plan went perfectly.

As everyone made their way out of the forest, Discord appeared with a party horn being heard in the background with a number one foam finger in his right hand while holding a colorful flag in his left with two number one wooden signs posted a small distance from them in the nearby field and banners with the six ponies faces on them with Rainbow Dash, Rarity, and Pinkie’s faces on one and Midnight, Applejack, and Fluttershy’s on the other.

“Bravo, ladies, bravo!” Discord cheered out loud as he wiggled his fingers right in front of Rainbow Dash “How ever did you save the day this time? Blast the beastie with your magic necklaces, I presume? Where are those little trinkets of yours? You know the ones you use to send me back to my extremely uncomfortable stone prison?” He added as he noticed that the elements were gone as he appeared in a miniscule size while wearing a cowboy outfit on Applejack’s back to which the farm pony sighed in response, knowing what ideas he most likely would get if he found out what happened.

“Gone.” She honestly answered.

“Gone? Gone?” He repeated in an intrigued tone, tapping his paw and claw together while looking up with bad intentions.

“But our friendship remains!” Fluttershy immediately responded to him and having him remove that smug grin on his face. “And if you want to remain friends, you'll stop thinking whatever it is you're thinking and help us clean up.” She told of the Lord of Chaos as her scolding of him caused him slowly shrink to a miniscule size before he disappeared and reappeared in a maid’s outfit.

“Fine. But I don’t do windows.” Discord returned in defeat, holding up a feather duster.

“One thing I don't get. Why did all this happen now?” Applejack inquired Midnight as they continued walking forward.

“I have no idea.” Discord surprisingly answered. “Those seeds I planted should have sprouted up ages ago.”

“You mean those black seeds you snacked on and tossed around before Princess Celestia and Princess Luna turned you into stone?” Midnight asked while raising an eyebrow unsurprised earning some surprise from the Mane Five of her knowledge of what Discord is talking about.

“Yes. And since you observed the flashback scene, why should I try to explain it when you can see for yourself?” Discord said while impressed with Midnight’s intellect and analysis and summoning the same vial with the white liquid allowing her to retrieve it with her magic.

She drank it down as her eyes glowed white again so she can revisit the flashback of Discord being turned to stone by the Princesses again.

“Play time is over for you, Discord!” She heard Celestia speak again while confronting Discord.

“Oh, I doubt that.” He returned and offered his bag of snacks. “Hungry?”

Midnight then focuses more on the seeds that fell to the ground while hearing Discord’s present voice.

“Well, obviously things didn't go according to my original plan. My plunder seeds should have stolen the magic from the Tree of Harmony and captured Princess Celestia and Princess Luna thousands of moons ago.” He explained as she witnessed the roots spread throughout the ground until they were directly under the Tree of Harmony. However there was some sort of magic protecting it, preventing the roots from reaching the top . “Alas, it seems the tree had enough magic to keep the seeds from growing up big and strong. Until now, that is.”

Just after Discord explained, Midnight immediately was back to the present after shaking her head when her eyes stopped glowing.

“But the one thing that really gets me is that the seeds have also been fueled by some kind of magic that allowed them to grow big and strong which is something that I honestly can’t say was my doing this time.” Discord added curiously and honestly wondering how certain magic that allowed the seeds to grow big and strong could have managed to now have the power to act up the way they did.

“So what are you saying?” Midnight asked. “That some pony with malicious intentions had something to do with this?”

“A pony who knows dark magic.” Discord corrected. “You wouldn’t happen to know any pony who knows that kind of magic do you?”

“Other than King Sombra, no I don’t.” Midnight replied as she continued walk back to Ponyville.

“Well at least this experience taught you a valuable lesson about being princess?” Discord replied as he walked side-by-side with her.

“Oh, believe me, this experience sure taught me everything I needed in order to move on.” She said while continuing to walk as she smiled confidently of what’s to come next while Applejack looks on at her suspiciously feeling something is up with her as they walk back into town.

On the night of the Summer Sunset Celebration, the royal guards do their trumpet fanfare as every pony in attendance including the Mane Five watch eager for what they are about to see as Princess Celestia and Princess Luna with open wings both step forward to the stage passing by Midnight who is wearing her new crown waiting to do her performance.

“Citizens of Equestria” Celestia began announcing proudly. “It is no longer with a heavy heart but with great joy that I raise the summer sun. For this celebration now represents not the defeat of Nightmare Moon, but the return of my sister, Princess Luna."

The crowd cheers at the announcement as Luna flies up above a moon statue and uses her magic to lower the moon while Celestia flies up to above the sun statue using her magic to raise the sun.

Seeing the sunrise signals Midnight her cue to begin her performance as she flies up to begin. She flies up and dashed towards the middle as fast as she could creating a huge dark purple star similar to Twilight’s brighter purple star. Everyone gazes in awe at Midnight’s dazzling performance. Princess Celestia and Princess Luna landed back on the stage to watch Midnight pull off her landing perfectly as Midnight turned back to them who look on smiling at her very proud of her and her accomplishments so far.

Midnight after sharing this silent moment with them, her smile turns into another devious smirk as she looks away as she mentally prepares herself for the next part of her plan after seeing everything went exactly how she planned from the start.

Author's Notes:

So at this point, Midnight has performed another Xanotos Gambit as she completes the first half of her plan to takeover Canterlot and Ponyville that either results her taking out Princess Celestia and Princess Luna and Ponyville being overrun by vines or what really happens is the Elements of Harmony being locked away to keep them out of the picture as she acknowledges that they have the power to defeat her if used against her and that is when another pony like her can be capable of harnessing it's power.

Even though the two princesses managed to emerge alive, she doesn't mind since she already has another plan in place.

For those who have read up to this point, get ready as these next two chapters reveal major spoilers that puts Midnight's character and motivations into an entirely new light.

Chapter 13: Princess Midnight Part Three

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Chapter 13:

Princess Midnight Part Three:

At the Golden Oaks Library, Midnight is pleased with herself as she reads her books. Her plan to have the Elements of Harmony locked away is a success thanks to some dark magic to accelerate the growth of the seeds Discord planted to kick off the most recent crisis Ponyville has faced. With the elements sealed away until all six keys can be found she doesn’t have to worry about them being used to defeat her. No pony is the wiser to the truth about her real involvement in the events that took place since her arrival.

With things going smoothly for her, Midnight is ready to go forth with her new scheme to take over Canterlot and Ponyville this time around with plans to make this one count. And what better time to do it than the much anticipated event every pony has been looking forward to since the Crystal Empire secured the right to host the Equestria Games. The Canterlot Wedding where Shining Armor and Princess Cadance are finally going to get married after hitting a bump in their relationship due to Cadance’s anger at Shining Armor for the way he treated his sister at the wedding rehearsal which lead to the events of her death.

It was a day where all seven ponies still have massive regret over what happened including the girls and Princess Celestia as they walked on Twilight instead of comforting her in a time of need. A day of what was supposed to be a memorable occasion turned into a day of a huge tragedy as Queen Chrysalis and her changelings invaded Canterlot and nearly succeeded in taking of Equestria. She would have won there if it weren’t for Twilight coming across the real Cadance and freeing her so she and Shining Armor and perform their magic spell to banish the changelings from Equestria. Even when she came through for them, she was left hurt and bitter by their actions as she decided to return to Ponyville, only to lose her life to that train explosion.

But since Cadance and Shining Armor have now forgiven each other for what happened thanks to Midnight giving them a little push in the right direction. And they while understand nothing can replace the void that Twilight left, she would still have wanted them to be together. The wedding is going to happen again with tighten security with every pony on high alert to avoid a repeat of the changeling invasion.

The best part of the wedding is that Midnight is only the wedding planner tasked with making sure the girls are doing their parts in preparing for the wedding just like before she is also the Best Mare at the wedding just like Twilight. With this in mind, this is how she going to angle her takeover with one very special surprise for them at the wedding reception.

As Midnight finishes reading her book, Spike comes inside the room she was in to deliver her the letters she was expecting to come following the Summer Sunset Celebration. Letters from Princess Celestia about everything that is going to happen at the wedding. The wedding invitation and the wedding planning list. A list that will let her know of every detail that will be going during the wedding and the schedule leading up to it with an official invite to the wedding.

“Well?” Midnight started as she turns to face him. “Did she finally send them?”

“She did!” Spike answered as he hands Midnight the letters she was expecting.

Once she opens the first letter containing the invitation she reads it out loud.

“Dear Midnight, I am sure you are as excited as I am about the upcoming wedding in Canterlot. I will be presiding over the ceremony, but would very much like you and your friends to help with the preparations for this wonderful occasion. Fluttershy, I would like you and your songbird choir to provide the music. Pinkie Pie, I can think of no one more qualified than you to host the reception. Applejack, you will be in charge of the catering for the reception. Rainbow Dash I would very much appreciate it if you could perform a sonic rainboom as the bride and groom complete their "I do"'s. Rarity, you will be responsible for designing the dresses for the bride and her bridesmaids. And as for you, Midnight, you will be playing the most important role of all: Making sure that everything goes as planned. See you all very soon.

Yours, Princess Celestia.”

“Excellent!” Midnight said to herself after reading the letter out she got before turning her attention to Spike with a pleased smile.

“This is amazing, I can’t believe Princess Cadance and Shining Armor are finally getting married again.” Spike said sounding amazed hearing this after everything that had transpired when they first tried to get married.

“I know” Midnight responded in the same tone while agreeing with him. “It seems only yesterday when I saved the entire Crystal Empire from King Sombra.”

“Don’t forget that I helped to?” Spike responded to remind her of his role.

“How could I forget the young dragon that ensured the crystal heart’s safety while I fought off the unicorn attempting to take over the empire?” Midnight responded with another smile while affectionately placing a hoof on Spike’s head and scales. “Besides, don’t think you’re not going to, because I’ll need my number one assistant to be the ring bearer and host the bachelor party.” Midnight added.

“Oh yeah!” Spike told her sounding very excited. “And I will make sure this one of the best bachelor parties ever!”

“I’m sure whatever you do it to make it happen it will be great.” Midnight reassuringly told him before continuing to add further instructions. “Spike, go ahead and tell the others the good news because we are going to plan a wedding that every pony will never forget!”

“You got it, Midnight!” Spike said as he ran off to do so. As soon as Spike leaves Midnight chuckles to herself as for what she has in mind has a different meaning when she said this wedding will be something no pony will ever forget.

“Especially for what’s to come for every pony attending and specifically for the wedding’s most special guests.” She said as she smirked as her heart produced a neon purple glow again and chuckled evilly.

The next morning, all six ponies and the young dragon make their way to the train station so they can head off to Canterlot in order to make preparation for the wedding once they get to the train station they board their train that will take them to Canterlot.

While every pony is riding the train to Canterlot, they are all talking about the royal wedding that’s about to happen as every pony except Midnight who looks out her nearby window with a calculating look on her expression as she holds up her do-list for the planning of the wedding as she is thinking about executing her plan about how to approach this.

“A sonic rainboom? At a wedding?!” Rainbow Dash excitedly expressed. “Can you say ‘best wedding ever’?!”

Pinkie Pie took a deep breath and shouted “BEST WEDDING EVER!!!!!” which echoed throughout a tunnel the train went through.

“So you all get to help with the big fancy wedding, but I’m the one who gets to host the bachelor party!” Spike proudly announced. “I have just one question. What’s a bachelor party?”

The five mares all giggled at the dragon’s cute and silly question. Then Applejack noticed Midnight’s expression as she is looking out the window.

“Everything ok, sugarcube?” Applejack asked concerned.

“Yeah, everything’s okay!” Midnight reassuringly replied as she is still in deep thought as she turned to face her. “It’s just I’ve been thinking about Shining Armor and Cadance. Ever since I met them I have seen that they truly wanted to marry each other even after the disaster of the last time they tried to get married.” Hearing Applejack completely understands of what she is talking about and where this is going. “It took them a little encouraging so they can forgive each other, yet I can’t help feel that even though Twilight would have wanted it that way, I feel she is missing out on a very memorable occasion and that Shining Armor and Cadance might feel the same way.” Midnight added sounding sad as she speaks on that last part of her sentence.

“I get what you’re saying.” Applejack responded understanding of what Midnight is feeling right now. “Ever since that changeling invasion, none of us had felt the same too, as we walked out her when she needed us the most. Ever since then we’d been wishing we could take it all back and never left her alone like that.”

Hearing their conservation, the others girls had their excitement briefly deflated even Pinkie’s as they approached them.

“We all do.” Rainbow Dash sadly added as she landed on the ground. “We all wish we could take back that moment and taken her concerns seriously. I represent loyalty yet I wasn’t loyal enough to listen to her in favor of pursing my dream of joining the Wonderbolts.”

“I represent generosity, yet I was more focused preparing the perfect dress for the bride or fake bride in this case and wasn’t generous to take her thoughts into consideration.” Rarity added as she hung her head with deep guilt.

“I represent kindness, yet I wasn’t kind to her when she needed comfort and I instead left her like she deserved.” Fluttershy added as small tears formed in her eyes.

“I represent laughter, yet I didn’t give Twilight the cheering up she deserved, as I to walked on her when she needed us.” Pinkie sadly spoke with her mane turning straight and flat for a moment.

Spike on the other hand didn’t say anything but the look on his face makes it clear he still regrets abandoning Twilight yet did so out of fear of being ostracized from the others.

“With that being said.” Midnight spoke up as she returns her focus on the wedding. “We gotta make sure that everything at this wedding goes perfectly. But I know for a fact that we got this since I have the ponies I need in order for everything to work perfectly.” Midnight added with a smile as she turned to face them bringing reassurance to the girls that Twilight would be happy for them either way as at that moment the train reached Canterlot, which was entirely encased in a gigantic pink protective sphere.

“We’re here, we’re here!” Pinkie said excitedly as the train passed two royal guards station outside the sphere on the railway line. Everypony felt a tingling sensation as the train entered the force field.

The train came to a halt at the station which was filled with royal guards.

“Whoa, what’s with all the guards?” Rainbow asked wondering what this is all about.

“I’m sure they’re just taking the necessary precautions.” Rarity correctly theorized. “Royal weddings do bring out the strangest ponies.”

“Especially since Queen Chrysalis nearly took over Equestria last time.” Midnight added as they got off the train. “Now I’m going to go check on the bride and groom, so you all know what to do?” She asked the girls as she passed by two royal guards guarding the entrance.

They all reply “Uh-huh.” In reply to her question as Midnight trotted off ahead to do so.

As soon as Midnight leaves the girls then turned to see Pinkie Pie sneeze confetti. “Now, let’s get going! We’ve got work to do!”

From the balcony of the highest tower, Princess Celestia kept watch over the castle with the aid of a telescope. Atop one of the castle walls, Shining Armor was wearing his captain uniform while giving the guards out instructions when he heard a familiar voice.

“Shining Armor!” Midnight called out as she trotted through the castle yard.

“Midnight” The stallion said excitedly while removing his helmet and walking down to greet the unicorn. “How was the train ride over?”

“It went smoothly, no problems.” Midnight said as she made her way up to greet the stallion. “I see you got the royal guards on high alert right now. Had any recent problems such as any major security breaches?” She asked as they meet face to face with each other.

“Yes, as requested by Princess Celestia to avoid another repeat of the last time we tried to get married and so far no signs of any trouble.” Shining Armor positively replied as his horn glowed as he shot a beam of magic up at the top of the interior of the barrier to strengthen it. After doing so, the captain made dizzy facial expressions as if he were suffering from a headache.

“Good. And how about you’re soon to be wife Cadance or should I say Princess Mi Amore Cadenza.” Midnight also asked while jokingly smiling on that last part.

“Doing pretty well herself.” Shining Armor answered as he led her up the steps to the middle of the bridge connected by two towers overlooking the guards. “Hasn’t shown any signs of any strange behavior like last time and I can assure you she is the real Cadance.”

“Well then let’s hope Cadance doesn’t a spell on you.” Midnight sarcastically quipped and chuckled somewhat evilly. This earned herself an uncomfortable look from him not finding it funny. “Just saying, last thing we need is another attack with lifelong consequences.” She added to defend herself after having made that uncomfortable joke.

“Yes.” Shining Armor understandably responded. “Especially after that last attack cost me my little sister who now won’t be around to witness our wedding.” He added sadly.

“Well, at least Twilight would happy to see you both together even without her blessing.” Midnight reassured the stallion that everything will turn out fine who kindly smiled thankful at her for telling him that as Cadance arrived at the bridge to meet Midnight and Shining Armor.

“Cadance!” Midnight happily greeted.

“Midnight!” Cadance greeted in the same tone as the two embraced for a hug.

“How’ve you been?” The pink alicorn pleasantly asked.

“I’ve been great! Me and the girls have just arrived and are ready to prepare for your and Shining Armor’s wedding.” Midnight happily replied. “And how about you, you excited for your big day.”

“I’ve been great as well and I gotta say we wouldn’t be having this if it weren’t for you encouraging us to try to get married again.” Cadance replied very grateful for what Midnight has done to get their relationship back on track.

“Oh, I just gave your future husband the push he needed in order for you two to re-pursue this.” Midnight humbly returned while subtly saying to think nothing of it as Cadance walks up to Shining Armor who puts his hoof around her shoulder.

“I’ve gotta get back to my station, but Cadance will be checking in with all of you to see how things are going. I think I speak for both of us when I say we couldn’t be more excited to have you here. Right, dear?” Shining Armor said happily as he set forward to get back to his task at hoof.

“Absolutely.” Cadance said in the same tone.

“Oh, I couldn’t agree more.” Midnight said agreeing them while sporting a malevolent grin. “And I can assure both of you that this will be a wedding no pony will ever forget.” She added as she walks off to do her preparations for the royal wedding leaving Shining Armor surprised by Midnight’s sinister tone and smile.

Later, Midnight personally oversees Applejack excitedly preparing the wedding desserts with other ponies help while Midnight observes while holding her checklist and a pencil with her magic.

“Cake, check.” Applejack announced as she finished putting on the frosting on the top of the cake while standing on a ladder causing Midnight check off on that item while retaining a stoic expression.

“Ice sculpture, check.” Applejack announced as she chiseled on the heart sculpture as Midnight checked that off.

“Best darn bite-size apple fritter you ever tasted... “Applejack said while pulling a tray of desserts from the oven while putting one in Midnight’ mouth.

“Mmm. Check.” Midnight replied as she munched on the treat while still retaining her stoic expression.

“I do. Do you? I do!” Spike said as he playing with figures of Shining Armor and Cadance that are supposed to be on the cake.

Midnight catching this, uses her magic to confiscate them and hold on them for safe keeping while glaring at the baby dragon causing him to nervously laugh while Midnight continues to glare at him.

Princess Cadance came into the room causing the bakers to bow down in respect.

“Hiya, Princess!” Applejack greeted.

“Hello, Applejack.” Cadance warmly greeted back.

“I’ve just been finishing up the treats for the wedding. Would you like try one?” Applejack offered holding up the tray of apple desserts.

“I would love to.” Cadance replied as she picked up one with her magic and put it into her mouth. She really enjoyed so she picked up another one with her magic and ate it as well.

“Wow, these are amazing! Great job Applejack!” Cadance complimented.

“Aww thanks Princess!” Applejack said. “I do take good pride in my cooking especially from apples grown from my farm.”

“Just don’t be too prideful Applejack.” Midnight coldly warned her. “Too much pride can lead to you putting yourself before others including the ones you care about.”

As Midnight says the last part she picks up a few apple treats to go with her magic as she leaves to check up on Rarity while glaring at her leaving Applejack surprised at this sudden cold tone she presented.

Midnight then checks up on Rarity in her dress suite who is working tirelessly on the dresses for the wedding.

“How’s the dress coming?” Midnight asked her.

“Fabulously!” Rarity replied as puts on the finishing touches on the bride’s outfit.

“Nice job, Rarity! I’m sure Cadance will love this.” Midnight complimented while getting a good look at the dress.

“I’m ready for my fitting.” Cadance said as she walks in at that moment.

“Here you go your majesty.” Rarity said while handing her the outfit and accessories she designed as Cadance walks into a different room so she could put in on privately.

Once Cadance comes out, Rarity holds up a mirror so Cadance so could look herself in it while Rarity and Midnight watch her reaction. Cadance smiled indicating that she loves it, causing Midnight to check dress preparations off her checklist.

“It’s looks lovely!” Cadance complimented as she admired her wedding dress and appearance.

“Well, it did take a lot of time of energy to ensure this dress is perfectly made just for you!” Rarity explained as she tried not to arrogantly brag about it.

“I can tell you did.” Midnight positively added before turning her attitude into a much colder one just like how she addressed Applejack. “It’s important to ensure every pony is happy especially for a memorable occasion like this. You just you got make sure you know when to draw the line when it comes to being generous and too generous. Because there are others who will take advantage of that if you’re not careful and others who are willing to next a helping hoof in return.”

Hearing this surprised Rarity at Midnight’s tone as Midnight observes the other dresses she has created while Applejack secretly spies on Midnight suspicious of her behavior.

Next Midnight and Cadance check up with Fluttershy who is preparing the music for the wedding. Fluttershy has taught the birds how to sing during the wedding as they do so chirping while landing on Cadance. Cadance herself is impressed with what Fluttershy has done to prepare for this.

“Wow, Fluttershy! You really sure have a way of animals.” Cadance complimented.

“Aww…Thanks!” Fluttershy gratefully responded while blushing at the compliment.

“She sure does!” Midnight said while agreeing with her. “Fluttershy is one of the kindest ponies in Ponyville as long as you don’t spit on her kindness and come even close to harming one of her animal buddies.” She added while somewhat irritated with Fluttershy recalling the time she can be aggressive and threatening causing Fluttershy to look away while grinning to save face of embarrassment in front of Cadance while dealing with Midnight’s condescending remark as she checks off music preparations on her to do list while Applejack continues to spy on her unnoticed.

Later Midnight and Cadance catch up with what Pinkie has in mind in preparation for the party hall.

“Okay, let me see.” Pinkie began excitedly. “We've been over the games...” She rushed towards a nearby game board and rattled the dice in her hooves, smiling brightly as they landed on the board. She hopped near Cadance ”...the dances...” She began doing the chicken dance near the music player and then stuck her tongue out again and bounced happily in front of Cadance.

“I think this reception is gonna be perfect! Don't you?” Pinkie asked.

“Perfect!” Cadance happily replied as she joined in on Pinkie’s dancing.

“Agreed!” Midnight said agreeing initially. “If we were celebrating a party to amuse children of course.” She then added in a condescending tone.

“Thank you!” Pinkie happily thanked both ponies while taking Midnight’s comment the wrong way as Midnight walks off checking the party preparations off of her list leaving the two ponies dancing happily with Applejack still spying on her in secret.

Later that night, Princess Luna flew down from the sky, entered the force field, and landed on the balcony of the tower where her sister, Princess Celestia, was keeping watch. She arrived to take over the night watch so Princess Celestia could rest.

Meanwhile, the girls except Midnight were all sitting at an outdoor restaurant table sipping drinks after a hard day’s work while Applejack is the only pony who couldn’t help but think about Midnight’s behavior during the planning of the wedding and felt something was suspiciously off about her.

“Is it my impression or Midnight has been acting weird since we arrived in Canterlot? ”Applejack asked everypony, addressing her friends and Spike who are also sitting together at the same table.

“What are you talking about, dear?” Rarity asked Applejack confused of what she is talking about.

“When Midnight was overseeing the dessert preparations, she made a remark about me not being too prideful and how it can lead to problems later on.” Applejack noted her cold words to her.

“Okay, maybe she was just reminding you not to repeat the same mistake you made last time.” Rarity told her trying to defend her reasons behind her attitude.

“That may be true. But I’ve never seen Midnight acting like this. Something is strange. And I feel like Midnight is hiding something from us” Applejack added sounding suspicious feeling like Midnight is not all what she seems.

The friends and Spike looked at each other before looking at Applejack, “But why do you think Midnight is hiding something from us, dear?” Rarity again asked.

“Think about it” Applejack continued to explain. “Didn’t any of you notice her behavior when she came to check up on the wedding preparations?”

“Well, come to think of it she did say I need to draw the line between being generous and too generous in a rather cold tone.” Rarity spoke after recalling her thoughts of Midnight's visit during the dress preparations.

“She did recall the times I was aggressive and overly assertive in a condescending manner.” Fluttershy admitted as she recalled Midnight's visit.

“Don’t you think you’re paranoid with Midnight?” Rainbow Dash asked Applejack still having a tough time buying that Midnight is up to something. “I mean maybe she just really wants this wedding to perfect.”

“I’m not paranoid, Rainbow. I’m just worried about her. Midnight didn’t act like the pony we met from day one.” Applejack defensively responded. "And I got the funny feeling that she might have been hiding something from us since we first met her." She added as she looked around the area. “She’s not even with us here. Don’t you think it’s weird?” Applejack further added on her explanation as unbeknownst to them, Midnight was secretly spying on their conversation.

“Come to think of it, Midnight’s behavior has been off but at the same time what if she really is just stressing over ensuring this wedding is perfect.” Rarity responded to say while she agrees that Midnight is acting off she also doesn't want to jump to conclusions with false accusations and make the same mistake again.

“But what if she’s not and really is up to something” Applejack again asked. “What if this is all set up by her so she can take over Equestria? What if this wedding stress is really all an act?”

As Applejack continues talking about her suspicions, Midnight walks up behind her with a drink in her hoof with a stoic and unamused expression on her face as she hears Applejack further bad-mouth her behind her back. “What if she doesn’t really value us as friends and was really was just using us from the beginning?”

The girls and Spike seeing Midnight approach them drop their jaws while signaling to Applejack to stop talking with shocked expression and motioning hoofs as they wave them around desperately to get her to stop ranting.

“Uh, Applejack?” Spike nervously warned Applejack but no avail as she continues talking.

“What if she’s been secretly plotting against us ever since we met her? I’m telling you ya’ll there is something about her I don’t trust!” Applejack further went on.

“Really? Is that what you think of me?” Midnight calmly asked breaking her silence while sounding unamused with what Applejack is truly thinking about her.

Hearing this made Applejack realize Midnight is standing right behind her and she is in huge trouble as she nervously gulps before turning around to face Midnight who angrily glares at her she nervously grins trying to lighten the mood to no avail as she clearly having none of it.

“You want to know why I’ve been acting this way during the preparations? Because Princess Celestia has tasked me with this very important responsibility which is something that no other pony can handle on their own. She completely trusts me in making all of the decisions of Princess Cadance’s behalf!” Midnight angrily told her as she walks around the table while the girls and Spike could only look on terrified at seeing reach a new level of anger as she raises her voice. “This is why I constantly stress about making this wedding perfect so I don’t disappoint her!” She furiously added as she slammed her drink onto the table shattering the glass cup in the process. “And if you had actually taken my feelings into consideration you would have realized that those comments I said earlier were just bad attempts of humor instead of spying on me!”

“But, Midnight I was just trying to-“Applejack tried to defend herself only to be cut off as Midnight continues to tell her off.

“I also have to make sure everything goes perfect because this is something Twilight Sparkle herself would have wanted if she was here especially since the changeling invasion is the reason she isn’t around for and another reason to ensure everything is perfect. A pony I really value upon hearing about her. Somepony who obviously isn’t as important to you!” She angrily continued as she slammed her hoof onto the table again causing the other ponies’ drinks to spill as their glasses fell over even shattering the glass as she speaks directly in Applejack’s face.

Hearing Twilight’s name made Applejack have instant regret with her suspicions as she feels the similar words Shining Armor told Twilight back then ring through her head.

“Now if you’ll excuse me, I have to go and check up on the bride and groom!” Midnight angrily added as she walked off. “And I hope that attitude of yours changes by time the wedding comes because if I were you I wouldn’t show up to the wedding at all!”

With that said she storms off leaving Applejack feeling very ashamed of herself as the girls and Spike are left shocked and stunned at seeing Midnight so angry like that for the first time that couldn’t even speak their thoughts about what just happened.

As Midnight makes her way back to her room, she secretly pulls out her crystal orb to observe what had happened just after she left which showed the four ponies talking to Applejack about her suspicions after recovering from their shock.

“You shouldn’t have said that, darling.” Rarity started in a lightly scolding tone.

“Well, how was I supposed to know she was right behind me and heard everything I’ve said?” Applejack retorted as she defended herself.

“But that didn’t excuse the fact that it showed you didn’t trust her again like you did when we went to the Tree of Harmony.” Spike added bringing up it was also her idea to send her away which really hurt Midnight which shows that ponies still struggle with learning to trust her and follow her lead.

“Yeah!” Rainbow Dash angrily added. “Let’s not forget this is why we lost Twilight in the first place, because you’re the one who urged us to abandon her when she needed us the most. And because of that Twilight now hates us to her grave.” She yelled while struggling not to cry.

“But I was being honest when I was telling you of what I saw.” Applejack said in a defeated tone. “She really gave the impression that she really is up to something. I never meant to hurt her like that.”

“Maybe you should go tell Midnight that yourself.” Fluttershy kindly yet firmly told her. “She might forgive you if tell her how sorry you are.”

“And maybe afterwards I’ll throw you two a wonderful make-up party!” She excitedly encouraged while blasting her party cannon.

“You’re right, Fluttershy.” Applejack agreed with her now smiling. “I better go apologize to her. Hopefully, she isn’t mad enough to not want to talk to me.” She added while walking off to do so.

Seeing this Midnight puts her crystal orb aside while chuckling to herself seeing that her plan is going accordingly, as even while showing some of her true colors during the preparations, no pony still suspects her. And even when Applejack is correct with her suspicions about her, while impressed that she was able to figure everything about her out on her own, no one believes her. She laughs to herself as she sports another evil grin as her heart glows neon purple again just as Applejack reaches her room from outside who having witnessed her evil laugh and glowing body gasps as she runs away seeing that she had every right to be suspicious of her.

Unbeknownst to her, Midnight had known Applejack witnessed her as she smirked at her crystal orb replaying Applejack spying on her just like she did during the preparations. Even knowing that Applejack is on to her, it doesn’t matter because no pony will ever believe her until she reveals the truth and her special surprise herself.

The day of the wedding comes as every pony is getting dressed up for the memorable occasion. Shining Armor was getting ready in his home with two guard posted outside the front door. He was putting on his red uniform when he heard a knock at his front door. He answered and it was Applejack with a concerned look on her face wearing her green wedding dress.

“Hey, Applejack. Everything all right?” Shining Armor asked confused.

“We need to talk.” Applejack began with concern on her face. “I think you’re making a big mistake trusting Midnight.”

“Applejack? Why do you say that?” Shining Armor asked in surprise hearing that from her.

“Because I’ve seen her acting not like herself during the wedding preparations as she was making cold remarks and devious grins and just between you and me I saw her evilly laughing while her heart was glowing a neon purple light.” Applejack honestly replied.

“But Applejack.” Shining Armor calmly began to explain his assertion. “I’m sure she is just making sure the wedding goes perfectly, just as my sister Twilight would have wanted it. Although she has been making some insensitive remarks throughout the day, I’m sure she didn’t mean to make you and friends feel bad.”

“But what if she is up to something?” Applejack asked with hints of worry in her voice. “What if this is another repeat of the last time you two tried to get wedding?”

“Look, Applejack, I understand what you are saying but I am not going to take any chances of upsetting Midnight who has worked really hard to make sure this wedding goes perfectly and not to disappoint the Princesses and me. Even if she had been making cold remarks about us.” Shining Armor said firmly yet understanding of what Applejack is saying.

While this is going on Midnight spies on their conversation with her crystal orb as she walks to his house. Midnight herself was wearing a pink Best Mare dress similar to the one Twilight would have worn to the wedding and she is ready for the day to carry out her plan as she has prepared for this since the wedding was back on.

She approached the front door witnessing Shining Armor and Applejack talking about her causing her to knock on the front door to get their attention. The two turn around to see Midnight crossing her arms having heard every word of their conversation.

“Hello, Shining Armor.” Midnight calmly and politely addressed him with a smile. “You ready for your big day?”

“I sure am!” Shining Armor positively yet somewhat nervously replied worried of how she would really react to witnessing his conversation with Applejack.

“Well, everyone’s all getting ready in the main room.” Midnight continued speaking to him with her calm and collected tone. “We should head over there as soon as possible. I’ll walk you over there.”

“Okay, I just need to do a few touch-ups on my uniform then I’m all set.” Shining Armor replied and quickly rushed away to do so.

As soon as Shining Armor leaves Midnight turns to Applejack with a glare.

“If I were you I better go on ahead and get ready.” Midnight continued talking to in her calm and cold tone. “Because I want this day to go perfectly and I don’t need some false accusations flying around the room. Understand?”

“Yes…I’m sorry!” Applejack responded terrified as she complied with her demand as she ran off to do so.

“You will be!” Midnight replied back as she runs off leaving Applejack in more of a panic as he doesn’t know what to do about her seeing that she knows what she is planning at every turn causing Midnight to chuckle evilly seeing that she has her under control.

Later, as every pony gathers at the wedding hall which was full of guests all eager to witness the real marriage, and hopefully without any more problems.

Princess Celestia stood up on the alter ready to marry the bride and groom with her wings spread out while Princess Luna sat happily in the front row of the audience. Shining Armor stood up on the alter with Midnight, by his side.

Midnight noticed that the family crest on his uniform was crooked and used her magic to straighten it. After all, he had to look perfect for the perfect bride in her eyes. His parents were in the audience watching him proudly. Twilight Velvet began to shed tears of joy for her son was finally going to be married and had to wipe them away with a handkerchief.

Applejack while happy for the soon to be married couple is silently nervous of what Midnight is planning yet there is nothing she can do about it.

When she realized it was time for the music to start, Fluttershy orchestrated her bird choir to start singing the wedding music. Then the hall doors swung open and the Cutie Mark Crusaders, who were serving as flower fillies, came prancing in tossing flower peddles along the way. Following right behind them was the beautiful bride Princess Cadance herself in her wedding gown as she marched toward the alter. Everypony watched her with admiration including Midnight who rarely shows this to any other pony.

The Cutie Mark Crusaders stepped aside and allowed Cadance to march up onto the alter. Rarity started to get teary-eyed and wiped her eyes with a handkerchief while Applejack decided to put her trademark hat on yet is suspicious of what Midnight is planning. When Cadance finally made it to the top of the alter, she and her soon-to-be husband exchanged affectionate glances.

“Mares and gentlecolts,” Princess Celestia announced. “We are gathered here today to celebrate the union of the real Princess Mi Amore Cadenza-”

“Princess Cadance is fine,” Cadance politely interrupted her aunt.

“Hmm,” Celestia respected her niece’s wish and continued. “The union of Princess Cadance and Shining Armor. The strength of their commitment is clear. The power of their love, undeniable. May we have the rings please?” Spike presented the wedding rings, which were placed on the bride and groom’s horns by Midnight herself. “I now pronounce you mare and colt!”

With that, the two were officially wed and the entire crowd, including the guests in the castle yard, erupted in happy cheering. Both Shining and Cadance stood on the tower balcony and waved to the crowd below while the Midnight and the girls watched them with admiration.

As the girls watched Celestia then whispered something into Rainbow Dash’s ear.

“Rainbow Dash, that’s your cue.”

Rainbow literally flew right out of her bridesmaid gown hearing this, flew high in the air above the castle, and set off her long-awaited Sonic Rainboom which spread across the entire sky above Canterlot.

“Best… Wedding… EVER!” Dash cheered as she flew through the air.

At that moment a familiar voice is heard laughing from afar gaining every pony’s attention, it was Queen Chrysalis herself.

“Greetings, fellow ponies.” Chrysalis sinisterly greeted. “Hope I’m not interrupting things and judging from the looks of things it seems I dropped by just in time.”

Seeing her caused every pony to panic immediately fleeing the scene and hiding inside nearby building for cover as Chrysalis laughs at the sight of pony cowering before her.

Rainbow Dash seeing her quickly charged at her to attack her and tackled her to the ground and onto the balcony.

“Just what to do you think you’re doing here, Chrysalis!” Rainbow Dash angrily demanded.

“Oh, just providing the entertainment for the wedding of course” Queen Chrysalis nonchalantly replied with a smirk. “And what better way to do that other than a good old fashioned invasion!” She added as she used her horn to blast Rainbow Dash off of her and sending her flying away at the magic dome causing her to be knocked out as she fell and crashed into a pie cart.

“No wonder her name is called Rainbow Crash!” Chrysalis evilly chuckled.

“That is enough, Chrysalis!” Princess Celestia shouted to catch her attention as she glares down at the evil changeling. “I don’t know how you managed to sneak back in here, but now that you have so foolishly revealed your true self again, I can protect my subjects from you!”

The princess clashed horns with the queen. Then Celestia took flight and the two blasted magical beams at one another which collided. For a moment, the two looked evenly matched until Chrysalis’s beam overpowered Celestia’s. After a blinding blast of light, the princess skidded across on the floor, defeated. Everyone gasped in horror except Midnight who smirked at the sight of this as she disappears while nopony was looking.

“Well, how about that?” Queen Chrysalis said impressed with herself. “Even without the power of love my magic is stronger than yours.” She continued as she taunted the unconscious Princess.

“Would any pony else care to try to stop me?” The queen challenged the nearby ponies.

“But how did you get around by protection spell again?” Shining Armor angrily asked her while standing in front of Cadance defensively.

“Does it matter?” Chrysalis smugly asked. “I’m already here aren’t I?”

She immediately fires a beam of magic at the colt sending him flying into the balcony railing rendering him injured leaving Cadance to tend to him to make sure he is okay while his protection spell immediately ends causing his magic shield to disappear with a horde of changelings appearing to invade Canterlot causing many ponies to run off and scatter running into nearby buildings to avoid being attacked by Chrysalis's changeling army.

"It doesn't matter because even though you're here our love spell will protect us from you." Cadance defiantly spoke to the evil queen as her husband struggles to get back on his hooves.

"Really? Go ahead and try that on me and we'll see about that." Chrysalis goaded her to try to use the spell on her.

"All right you asked for it!" Shining Armor told her with fierce determination to blast Chrysalis back to where she came from with Cadance by his side as they ready their horns to perform their love spell again.

The magic around their aura glows as Cadance's horn touched Shining Armor's crossing each others as they lock horns. The touch of their horns began to create a spark that glows purple and white as it grows in size and power, with bright energy forming around them. The wind blows around them, as Cadance's mane begins to billow and sparkle as everypony looks on in awe including Princess Celestia and Rainbow Dash who have regained consciousness and regrouped with the others as the married couple perform their spell.

After trading each other a smile to each other, the magic of their love lifted them off the floor as their magic grows stronger. The hall begins to shake from the sheer amount of magical energy coursing through although to their surprise they see Chrysalis is not panicking from the sight of the upcoming magic aimed to blast her back to where she came from.

But nonetheless they still proceeded to cast out their combined attack on her as their magic begins to burst creating a heart-shaped shockwave, blasting a pure white blinding light that shines throughout all of Canterlot. Once the light clears up Queen Chrysalis and her changelings are still around as Queen Chrysalis still flying in the air still laughing off their attempt leaving the main group shocked and surprised seeing this.

"What!" Shining Armor exclaimed in shock seeing that the spell didn't work even with Cadance backing her up. "How is this possible?!"

“Because she is not Queen Chrysalis!” Applejack defiantly pointed a hoof at the smirking changeling leaving the other ponies surprised by this display of bravery as she steps forward.

“Oh, really?” Chrysalis said amused at Applejack's courageous stand. “And what proof do you have to back that up with?”

“Well for starters, Shining Armor’s barrier is impenetrable to changeling magic and has improved since the last time you were here!” Applejack started to explain. “Secondly, you were able to overpower the princess without feeding off any pony’s love which is something that you would have done had you impersonated Cadance again.” She added. "And third and most importantly your horn isn’t green but glowing dark purple just like your heart!" She added as she pointed towards her glowing horn which is going dark purple the same color that was used whenever she activated her magic. "Not to mention that love spell should have blasted you and your changelings back to her hive back now!"

“Oh, so it is.” Chrysalis nonchalantly noticed as her horn and heart glow in the same color. “Clever farmpony!” She said as she smirked confirming that she is telling the truth. “Then I guess you have also figured out why I’m doing this.” Chrysalis added and asked Applejack in the same calm tone while not even denying the truth.

“Yes, I do!” Applejack declared. “To take over Equestria with your changeling charade, Midnight!” She said as she pointed a hoof at the disguised alicorn.

Chrysalis chuckled evilly as her voice changed into Midnight's. “Oh Applejack, how I cannot even deny how true your accusations are and how spot on you are on putting the pieces together.” She started before continuing. “However, you got one very important piece of that puzzle wrong.”

Hearing this sparks confusion in every pony on the balcony of what she is talking about.

"And what would that be." Applejack demanded to know why as Princess Luna flies on over to join them as she watches and hears what she has to say after having help safely evacuate everypony from the building during the distraction.

“The pony you saw from day one…” She said as magic forming around her enveloping herself in bright neon purple light “…has always been around all this time.” She said with another change of voice. A voice that hasn’t been heard since the previous Canterlot Wedding. As the magic clears up all nine ponies and the young dragon all gasp in shock at the sight of the pony they are seeing in the air flying in place as she evilly laughs…it is none other than Twilight Sparkle herself who was thought to be dead was really alive all this time.

Chapter 14: Princess Midnight Part Four

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Chapter 14:

Princess Midnight Part Four:

Twilight Sparkle, who was previously thought to be dead, actually turns out to be alive all this time, evilly laughs as she reveals herself to the Princesses, the Mane Five, Spike, and Shining Armor. None of them honestly expected this at all even Applejack who correctly deduced Midnight was evil all along was really Twilight this whole time as they looked on in complete shock at what they just saw.

“Surprise!” Twilight replied with a smirk while chuckling evilly again.

“Twilight?” Celestia spoke as she stood up still in a state of shock. “Twilight Sparkle?!”

“In the flesh and fur.” Twilight causally commented still sporting the same calm and dark smile.

“But how…the explosion you died.” Celestia asked very confused still stunned of how this is even possible.

“Oh that.” Twilight quickly responded while knowing what she is talking about. “You see, what you saw on the train was an explosion, but the Twilight you saw was really a duplicate as a result of a duplication spell I performed.” She said as she continued to explain while using her magic to show a flashback on what really happened at the train station.

Twilight in the flashback creates a duplicate of herself then changes her appearance to her Midnight alter ego before putting on her Mare-Do-Well disguise so no pony would recognize her. The duplicate Twilight then boards the train in the same angry and upset manner Twilight had after calling out the others for abandoning her.

Just halfway into the train ride, the real Twilight uses her magic to make the train explode which lead to ponies on the train either suffering injuries or outright dying from the explosion while the duplicate Twilight was sent flying a distance lying unconscious and dead as a result when she landed on the ground from impact.

Shortly, after hearing about the explosion the Mane Five and Spike were the first to arrive on the scene desperately hoping Twilight is okay, only to react in complete horror upon seeing the duplicate’s lifeless body.

“Twilight!” Spike cried out as he ran up to her body. “No, no, no…” He sobbed as he caressed her in his claws.

Fluttershy cried in Pinkie’s arms with her comfort as she too cried uncontrollably at their sight of their now dead former friend.

Rarity could only pull out handkerchiefs for every pony as she couldn’t help but cry for what had just happened.

Even Applejack and Rarity could stop themselves from cry as Applejack takes her hat off in respect for Twilight’s death and lower her head in shame as she contributed to the girls abandoning her at the rehearsal by leading them to check up on the faux princess.

Shortly, afterwards the princesses arrived on the scene and could only look horrified at the sight of their beloved unicorn now dead as Princess Luna gives herself the honor of covering up Twilight’s lifeless body and putting her in a coffin so no pony else can see her like this.

While this is going on Twilight disguised as Mare-Do-Well observes the scene from afar smirking seeing that they bought the illusion she set up and they now think she is dead.

After the flashback ends Twilight stops working her magic as her horn stopping glowing.

“Impressive, isn’t it.” Twilight asked the still shocked ponies and dragon while impressed with herself. “Although it came at a cost of some ponies who had the misfortune to be on that train, it was ultimately for the greater good for Equestria’s future.”

“So that Twilight we saw was really a creation of your duplication spell?” Applejack asked realizing the Twilight everyone in Ponyville was really a duplicate.

“Yes, Applejack.” Twilight answered. “Once again, you’ve guessed correctly just like everything else that had happened when I was around. Yet I have always been a step ahead of you at every turn and have managed to convince every pony otherwise.” She smirked and chuckled evilly again at managing to fool every pony yet more convincingly.

“But why, Twilight? Why are you doing this” Celestia asked completely shocked that she would trick every pony like that.

“Why am I doing this?” Twilight asked like she was being faced as if this was a trick question. “Ah, Princess Celestia, so wise and benevolent, yet always so naïve in the face of the real truth.” She said sounding amused that for someone who knew her really well can’t piece together her motives unlike Applejack as Celestia's expresses complete and frozen sting of betrayal from her heart as she continues. “If you recall what happened back at the previous wedding you’ll have the answer.” Twilight answered referring to the moment Princess Celestia walked on her while coldly telling her she has a lot to think about leaving her stunned and in tears by that. Princess Celestia remembering that moment now realizes why and it was because she abandoned her instead of comforting her when she needed it as the flashback of that moment plays back in her head.

“Twilight, what happened back then. I’m sorry.” Princess Celestia remorsefully said while pleading for her forgiveness alas this is only met with Twilight laughing this off, the thought that Princess Celestia actually thinks an apology is enough to make up for the way she treated her.

“Listen to yourself, sorry for what? You actually did what was best for me.” Twilight positively responded. “I mean you did tell that I had a lot to think about.”

Princess Celestia could only look on at Twilight devastated to see what her hurtful words have caused her to become as they echo back through her mind as if her own words were being thrown back at her as she sends a duplicate Chrysalis out to terrorize every pony around Canterlot while she continues talking to them.

"And I decided what to do with life after renouncing all of you well except for Spike, Cadance, and Princess Luna of course.” Twilight continued as she flew around the nine ponies and dragon. “After some much needed thinking I’ve decided to do what I think is best for all of Equestria. Starting with taking Canterlot and Ponyville with this wedding playing out just the way it did when Chrysalis attempted to take over with the only differences being is that I am her in role yet doing so more effectively and smarter than her and Applejack is the pony who was properly suspicious yet unable to do anything about it like I was when she invaded.” She added as she flew right beside Applejack while glaring at her.

As Twilight speaks, everyone realizes how and why Twilight set this wedding up so she can take over Equestria piece by piece starting with Canterlot and Ponyville and the wedding itself is playing out very similar to when Shining Armor and Princess Cadance tried to get married before with Twilight being the one attacking and taking over with Applejack being the properly suspicious one.

“So that’s why you did all this? To take over Equestria and get revenge on us for the way we treated you back then?” Applejack asked in an still shocked yet angered tone.

“Why I ought to beat you up for this Egghead!” Rainbow Dash furiously yelled at Twilight for what she has done as she attempts to attack her which she simply uses her magic to freeze him in place and throw him back to ground to injure him to which Twilight simply laughs this off.

“Nice try Rainbow Crash” She mockingly replied unfazed by her attempt to charge at her like that. “But that’s not going to happen because this time the Elements of Harmony aren’t around save you now thanks to my plan to have them locked away for good. And since I’m the bearer of the Element of Magic as always even if you do manage to obtain them again you can’t use them against me.”

“You wanted the elements to be locked away?” Rainbow Dash asked completely surprised hearing she is responsible for this as well. “But that means you knew how to get the Tree of Harmony weaken with all of those vines attacking Ponyville.”

“Which also means you knew about the seeds Discord spread around the tree in his attempt to weaken it.” Princess Luna added in further realization as it all dawns on her.

“And the fact that Ponyville would have been overrun by those vines had we not given up the elements.” Pinkie added in the same tone in realization.

“And we would have lost both of the princesses to them that day if we didn’t.” Rarity exclaimed in horror as she too came to conclusion of the truth.

“And that would have allowed you take over all of Equestria there!” Spike exclaimed as Fluttershy could only gasp and silently cry at the thought as she whimpers in fear.

“All of the above are true.” Twilight responded unfazed by their horrified reactions. “For some ponies that have been slow in the fast lane you are all smart enough to figure it out from there aren’t you?”

“But why Twily?” Shining Armor asked in disbelief. “How could do you do this to us, we’re your family, and they are your friends?” He asked as he pointed a hoof after her former friends.

“To Cadance, Spike, Luna and every other pony, it’s hard but necessary for Equestria’s future.” Twilight responded with some regret in her tone as she addresses them before turning to an ice cold tone directed at him, Celestia, and the girls. “But as for the rest of you, not very hard considering you had no problems treating me that way at the wedding rehearsal.” She added recalling them abandoning her at the wedding rehearsal as she directed her next words at them. “Not to mention when I said something similar to Applejack just recently for accusing me of being evil, you girls still stuck around to get her to understand her mistake and get her to make amends with me.” She said as she flew right above the girls still talking in her ice cold tone. “Something that none of you provided for me since she was the one who insisted you all abandon me like I deserve it.”

Hearing this causes the girls to look down in shame realizing what she is talking about. When she gave Applejack an earful similar to the one Shining Armor gave her they still stuck around instead of abandoning her unlike what they did with Twilight because Applejack was the one who told every pony to forget about Twilight and they should go check up on the imposter instead and they all agreed without second thought.

“But…” She started as she focused her attention back to Shining Armor. “…I should thank you because you helped me see for what these ponies really are and that friendship really is what I thought it was a grand waste of time and that I am really better off without friends like them.” She said as she pointed a hoof at the Mane 5’s direction causing them to open their jaws in shock hearing such cruel words from her. “After all you did say this wedding was something that obviously wasn’t as important to me even though I put a lot of effort in making sure everything goes perfectly twice.” She chuckled as Shining Armor lowers his head filled with guilt and regret at the dreadful things he said to her as she flies up over to the balcony railing.

“Now if you all excuse me, I got to go take care of Queen Chrysalis again.” She said as she opened her wings again as she changed back to her Midnight appearance. Before she flew off she turned to Spike, Princess Cadance, and Princess Luna with a polite and sincere expression and tone. “As for the rest of you, I’m sorry you all had to see and hear that. Wonderful to see you all again!”

She flew off and then found Queen Chrysalis cackling as she prepares to start feeding off the love of a couple ponies she had just captured when she hears her name being called out.

“Chrysalis!” Midnight called out to her as she blasts her with magic causing her to free them as they ran away for cover. “Get away from them!”

“Fine!” Chrysalis said as she focused all of her attention on her now. “At least I wouldn’t have any problems sucking up all the love of every pony after I take care of you.”

Chrysalis immediately blasts magic from her horn directly at Midnight who effortlessly puts up a magic shield to block the blast before using the magic shield to form a blast right back at Chrysalis sending her flying a distance and then tumbling across the ground.

“You’ll pay for that!” Chrysalis angrily shouted at Midnight's direction.

“Bring it!” Midnight returned unfazed by her threat.

Chrysalis charged at Midnight who effortlessly dodges her attack causing her to crash into a cart carrying cabbages. Recovering from the crash she growls at Midnight who simply crosses her arms unimpressed while in the air.

“Is that all you got?” Midnight asked disappointed “With that kind of fighting they’ll make anyone a queen these days.”
Chrysalis simply sends another magic blast at Midnight who simply dodges as the blast hits a bird vaporizing it instead.

Midnight then makes her back to the castle with Chrysalis in pursuit trying relentlessly to land a hit on her only Twilight to effortlessly dodge all of her attacks before retaliating with a magic blast to the face causing her to be staggered from the attack as she crashes into another vegetable cart from her loss of flight.

Midnight makes her way back to the castle with Chrysalis attempting a sneak attack from behind only Midnight to simply use her magic to freeze her just inches away from her face as she turned around. Chrysalis could only move her eyes in disbelief as she is being overpowered by a young alicorn who smirks with satisfaction as she blasts Chrysalis flying away with a powerful burst of magic along with the other changeling in a bright purple blinding light over the horizon far away from Canterlot as unbeknownst to every pony vanishes in a bright light as soon as she is out of sight to cover up the fact that she is a creation of a duplication spell by Twilight.

Just as soon as the threat is neutralized the crowd of ponies emerging from their hiding spots applauding and cheering for Midnight for “stopping” Chrysalis and saving every pony which Midnight humbly waves to the crowd while briefly looking back at the main ponies on the balcony watching in shock seeing what Twilight is doing. She is slowing gaining more and more support from every pony in Equestria while discrediting them (expect Spike, Cadance, and Princess Luna) in their eyes. Twilight smirks at them while silently telling them that there is no stopping her as attempting to accuse and expose her of her villainous acts would gain them further contempt from them for their previous failures from the previous wedding and risk exposing the truth of what happened at the wedding rehearsal to them.

Midnight after listening to them applauding her for heroics for a minute speaks up so she can address every pony.

“Everyone...” Midnight began. “Queen Chrysalis has been defeated again and is now sent back to where she came from.” Hearing this continues the cheers from the crowd before she continues. “Even though the day has been saved again, the same mistakes by these same ponies have been repeated that have led to this crisis happening again.” She said as she directed a hoof at Shining Armor, Princess Celestia, and the Mane Five’s direction causing them to be taken aback by this as the crowd wonders what she is talking about.

“But that’s not true!” Rainbow Dash furiously defended herself and the others.

“Really?” Midnight asked turning her attention to the blue Pegasus. “Then how do you explain Chrysalis managing to get into Canterlot undetected again?”

“I…I don’t know?” Rainbow Dash stammered failing to come up with a response.

“Because you and the others girls were too busy dealing with the wedding preparations to notice any signs of suspicious behavior. Were you or were you not preparing for the wedding?” Midnight questioned in a demanding tone directed at Rainbow Dash.

“Yes, I was but…” Rainbow Dash honestly answered before being cut off by Midnight.

“Then you and the girls are guilty!" Midnight firmly and harshly told her.

“Princess Midnight please stop this at once!” Princess Celestia demanded.

“Why? So you can try to save face from your failures including your most recent failure to stop Queen Chrysalis?” Midnight said to the sun monarch in the same harsh tone. "Twice, I might add."

“No, that is not…” Princess Celestia defensively said before being cut off by Midnight.

“Oh, I know exactly what you are trying to do. And in doing so you’re still making the same mistake you did when Twilight tried to warn all of you of the previous changeling attack and once again you were powerless to stop her.” Midnight said unconvinced by her attempts to plead her defense.

“No!” Princess Celestia assertively spoke. “She showed up unexpectedly and no pony showed any signs of suspicions like last time!”

“Because they have gotten smarter since last time and that doesn’t excuse the fact that if weren’t your mistakes Twilight would still alive and this whole changeling crisis that happened today could have been avoided. It’s still your fault she’s dead. Do you deny it?!” Midnight told her very sternly to her.

“No.” Princess Celestia reluctantly answered knowing that trying to expose her would get her in further hot water.

“Then you are guilty as well!” Midnight declared as Princess Celestia hung her head in shame as she turned to Shining Armor.

“And so are you Shining Armor, captain of the royal guard because even with your extra security measures Queen Chrysalis was still able to get into Canterlot undetected and take down your shield again.” Midnight accused the stallion.

“But, no one know she was in Canterlot none of us had no way of knowing.” Shining Armor tried to say in his defense.

“Well that’s because she has gotten smarter to get around your barrier by getting in somehow when no pony was looking before you put it up.” Midnight logically responded. “How else could she have gotten in?” Midnight questioned Shining Armor as he couldn’t offer up another answer. “Are trying to say that you are blaming the royal guards for what you did? That this is all their fault for not doing what is best for all of Equestria while serving under your lead? You know you really could have made a difference in both invasions had you listened to your sister instead of disowning her and kicking her out of wedding when all she was trying to do is protect you but you didn’t did you?” Midnight unsympathetically told him as she continued firing hard-hitting accusations at him.

Hearing this causes Shining Armor to sigh in defeat knowing that she is right and that doing anything else is only going to land himself in further hot water.

“With that all said…” Midnight said now turning her attention back to the crowd to address them again who along murmur in surprise hearing this development. “These ponies have proven that they have a lot to think about if they ever want continue doing what they do in order to protect Equestria because at this rate with their record of failing to prevent these easily avoidable situations Equestria is no longer safe in the hoofs of the Sun Princess, the Elements of Harmony, and the captain of the royal guard.” The citizens and wedding guests then looked at them with disgust in their eyes seeing the truth of Midnight’s words. “But don’t worry, from this day forward I will do my best to ensure Equestria’s safety along with Princess Cadance, Princess Luna, and Spike who have done their best to help us in a time of need by my side.”

As she says the last part the three addressed give Midnight surprised looks at them at what Midnight means that they will help her protect Equestria as Midnight publicly is stepping forward to take charge of Equestria’s future which means she has control of Canterlot and Ponyville while they have to answer her due to many ponies glaring and murmuring in disgust as they only suffered a repeat but the heroes that they are supposed to be looking up have failed to protect them and live up to their promises again.

“For even though I may seem like a pony you don’t trust at first, you will find that if you follow my lead and put your faith in me, you all find promising results from my leadership as long as you all trust me unlike all the ponies who have ever doubted me.” Midnight concluded her speech to everypony in attendance.

After finishing her speech the crowds cheered for her as Midnight smiles before her citizens while waving to them. Her smile would turn into another devious grin as her plan to take over Canterlot and Ponyville has come to full fruition.

Following her speech, the wedding reception and party would take place as every pony including Midnight continues celebrating Shining Armor and Princess Cadance’s wedding by singing “Love is in a Bloom” as many ponies continue to praise Midnight for stopping the evil changeling’s solo attack. Every pony except the princesses, Shining Armor, the Mane Five, and Spike who all know the truth about Midnight’s machinations and true identity yet are unable to do anything about it without digging themselves deeper.

"Love is in bloom

A beautiful bride, a handsome groom."

Midnight sang as she directed her hoof at Shining Armor and Cadance who are both in the center of garden are both dancing with forced smiles to hide the truth from everypony yet secretly unable to truly celebrate.

"Two hearts becoming one

A bond that cannot be undone because."

Midnight sang as the Mane Five dance along with the married couple to continue keeping up the act with the same forced smiles as they dance to assure everypony that everything is fine even though it really isn't.

"Love is in bloom

A beautiful bride, a handsome groom

I said love is in bloom

You're starting a life and making room

For us (For us, For us....)"

She sang as Princess Celestia and Princess Luna watch from across the garden while wondering how to handle what Twilight has just done.

After many of the wedding guests have left ready to see the bride and groom ride off on their honeymoon carriage, Twilight herself is now out looking out to the balcony to admire the full moon feeling very proud and satisfied with herself as she managed to tighten her grasp of power over Equestria with the staged attack and that there is nothing any pony can do about it as she has also just achieved her revenge on her brother, former mentor, and former friends. Even if they do decide to expose her they would exposing themselves in the process as that would mean telling everypony the truth of why and what lead up to Twilight's descend into villainy.

At that moment the three princesses, Shining Armor, the Mane Five, and Spike walk up to the balcony to confront her for her actions.

“Beautiful moon out tonight.” Twilight positively commented while still looking up in the sky even though she senses their presence as she was expecting to see them again. “Because the timing of the occasion is really fitting to my name isn’t it.”

“Do you have any idea of what you are doing?” Princess Celestia sternly asked her.

“Yes, I do.” Midnight nonchalantly responded as she turned to face them while answering her former mentor's question. “I’m doing what is best for all of Equestria.”

“By staging a fake changeling attack with your duplication spell and having them a fake Chrysalis attack Canterlot, your own hometown, Twilight!” Princess Celestia asked in disbelief sounding hurt by her betrayal especially after learning of her lies.

“A simple necessity in order to make it convincing and doing what it takes to achieve your goals. Something, that I believe you of all ponies would understand since you’ve been in this position before.” Twilight casually responded as she thought nothing of it.

“But that’s not the point!” Princess Celestia snapped in response still trying to get Twilight to understand her point as she angrily addresses her. “You could’ve hurt many ponies with that stunt you pulled today. I would never do that even if that meant securing my own interests.”

“But I didn’t, did I?” Twilight nonchalantly responded back still justifying her actions while uninterested with Celestia’s attempts to reason with her. “Besides even if I did they won’t be pointing hooves at me since they know that I’m gone because of all of you. Not to mention you had no problems sending me to fight your own battles like with when dealing with Nightmare Moon’s return.” Twilight added while recalling the time she brought up Nightmare Moon's potential return to light which lead to her discovering friendship which lasted up until their betrayal of her at the wedding rehearsal to prove her point that friendship to her is nothing but a sucker's game.

“Because I couldn’t access the Elements of Harmony and needed new ponies to activate them to save my sister. I’m not like that!” Princess Celestia defensively told Twilight.

“Aren’t you?” Twilight asked her unconvinced. “Because that sounds very similar to what I would have done if I were your hooves. Using other ponies as pawns in your little game, manipulating events around you so you benefit from the outcome. That’s sounds like something I would do more than you think and try to say otherwise.”

“Twilight, please listen to her.” Princess Cadance desperately spoke to her now sister-in-law.

“Cadance.” Twilight replied to her pleas in a pleasant tone. “I understand that you disagree with what I’m doing. But what I am doing is something that is best for everyone which is something that the others had failed to consider.” She added as she pointed towards Shining Armor, Princess Celestia, and the Mane Five.

“What are you talking about, Twilight?!” Applejack asked in an exasperated tone. “Of course we take everyone’s feelings into consideration!”

“Oh you do? Do you?” Twilight asked turning her attention to the cowgirl unconvinced with her claim. “Like you and the other girls did when I first got tickets to the Grand Galloping Gala, or when I nearly went crazy over a late friendship report, or when I tried to bring up my suspicions of fake Cadance, or when you decided to send me away when trying to save the Princesses from the Everfree Forest?” She calmly recalled back to all the times they failed to take her feelings seriously. “When will you really learn? Each time you say are going to promise to help me out when I need you always turn your back on me and fail to live up to your promises.” Twilight pointed out as she rebuffed her claim coldly.

“But, but… Twilight we’re your friends.” Fluttershy pleaded through stammers.

“Friends care for each other like family!” Twilight coldly rebuffed as she faced Fluttershy. “Yet from what I’ve seen you’ve proven you don’t treat me as one like a true friend or family. As it has proven that I was right that friendship is a waste of time!”

“But, but, I, I…” Fluttershy weakly tried to explain only to be cut off by Twilight.

“But, but, but.” Twilight mocked Fluttershy as she tells her off. “Save your breath, Punyshy! Why don’t you go cry to critter friends!”

Hearing this causes Fluttershy to cry and the other girls to gasp in shock hearing Twilight’s cruel words at the shy and meek peagsus.

“Now, darling.” Rarity said stepping forward in Fluttershy’s defense as the latter cries in her arms. “Surely, you don’t mean that. We don’t need to stoop down to petty insults.”

“How is me meaning what I said petty?” Twilight said still unfazed by what she just said as she glares at the fashionable unicorn. “Plus I find it hypocritical coming from a pony who is all about petty with her petty concerns about fashion.”

Hearing this causes Rarity to gasp as tears form in her eyes as she turns away to cry in her hoof as Pinkie steps forward in her defense.

“Hey, leave her alone! Fashion is her passion!” Pinkie defended as she stood on her two back legs and moved her hips around.

“And what are you passionate about? Birthday cake? Party hats?” Twilight coldly fired back as Pinkie's heart felt crushed as she lowered her head in sadness. “Seems to me two of the most frivolous ponies of Ponyville are trying to telling me how to live my life when they pursing pointless pursuits that no pony gives a flying feather about!”

Fluttershy’s heart could only sink in further hearing the cruel words she said to them repeated by some pony else as Pinkie and Rarity form tears in their eyes as they joined a hurt Fluttershy by crying with her.

“What is your problem?!” Rainbow Dash said angrily flying up to Twilight’s face.

“You are my problem!” Twilight responded by using her magic to pull Rainbow out of her personal space.

“The fact you have the decently to ask me that after explaining how clear it is to when the truth is already out Rainbow Crash.” Twilight continued while releasing her grip on the blue peagsus.

“That’s it!” Rainbow Dash furiously responded to that insult as she charged at her where Midnight quickly grabs her with her magic again, just inches away from her face, then sending her flying backwards into a nearby wall knocking her out earning her more gasps of shock from the others seeing her do that to her own friend.

“Next time you do that I won’t go so easy on you!” Twilight coldly told the unconscious Pegasus with no remorse for what she just did.

“Twily, please…” Shining Armor pleaded. “Think about what you are doing. I know you have every right to be upset with us. But we’re family. You’re still my L.S.B.F.F., Princess Celestia sees you as her daughter, and these girls see you as family. Are you willing to throw that away for the sake of power just to please every pony at other’s expense?”

“I know exactly what I am doing.” Twilight started still talking in her ice cold tone with some venom in her voice directed at her brother. “What I am doing is for every pony to thrive on peace and harmony and if I have to make tough decisions I will do that no matter what it takes.” She said while glaring at her brother who looks on nervously as she gets into his face. “Something that obviously isn’t as important to you.” She said throwing back his words from the rehearsal back at him. “And if you truly are my B.B.B.F.F. and these so-called friends were my family you all would never have left me alone like that, so I guess me caring for family is out the window with that all said and done.” She added causing the stallion to cringe with guilt after being reminded of what he said to her back at the wedding rehearsal.

“But I should thank you for doing so. After all you made me the pony I am today.” She added with an evil smile as her body glowed neon purple causing him to look on frightened to see her descend to villainy.

“Now that I have everything I need…” She continued to speak as she pulled out the Alicorn Amulet from her dress pocket and put it around her neck leaving the others surprised to see that she somehow obtained the amulet. “I am really to begin my duties as Princess now that I have control of Canterlot and Ponyville.”

She then flew up to the sky uses her magic to raise the sun and bring it up to the moon. A large shadow began forming at the same area as the sun moves behind the moon to create another solar eclipse.

Princess Luna and Princess Celestia’s eyes widen in horror realizing what Twilight is about to the sun moves just right behind the sun to start the eclipse. Suddenly, these wisps of darkness began surrounding Twilight and enveloped her in total darkness as she maliciously grins as she is engulfed by a bright light.

“No!” Princess Celestia quietly cried out as tears form around her eyes in horror.

When the light fades away and the darkness clears up the sun is moved back down to the sky to continue nighttime in Equestria to avoid suspicion. When the shadow emerges from the darkness it is Twilight who has a new appearance, appearing as alicorn that is just as tall as Celestia with dark purple fur and a black mane that is as long and sparkling like Celestia’s, sporting black armor and boots with wings colored black as well with her true pink cutie mark with the highlights on her mane and tail still sporting the same pink streaks with the alicorn amulet around her neck just like Princess Luna when she was Nightmare Moon.

With her new transformation complete Twilight who is now Midnight Sparkle cackles evilly fully relishing and embracing her newfound dark side and magic as her horn lights up purple and green as her heart glows neon purple again.

Every pony looking up is horrified seeing what has just happened including Rainbow Dash who had just regained consciousness, Twilight not only turns out to be alive as Midnight plotting against them the whole time, but now she has turned into the new Nightmare Moon ready to take over Equestria just like Princess Luna before her.

“Now!” Midnight says as her voice echoes every time she speaks. “Time for you princesses to surrender Equestria to me, while you still can.”

“Twilight, please! Don’t do this!” Princess Celestia cried out with tears in her eyes.

“Ha! Nice try!” Midnight scoffed at her former mentor and mother-like figure dismissing her desperate cries for her not to do this. “You had your chance to prevent all of this. You don’t have the power to defeat me. None of you do." She coldly brushed her off before continuing in a casual tone. "But if any of you ever care to try, you know where to find me as I’ll be around carrying out my princess duties in Canterlot as much as each of you and living around Ponyville for the time being until further notice. Because it is only a matter of time before all of Equestria is mine.” She added before turning her attention back to Princess Cadance. “Cadance, enjoy your honeymoon and I sure hope to see again soon.” She told her with great sincerity and politeness before she evilly laughs as every pony looks on frightened by her new appearance as she uses her magic to disappear in a cloud of smoke.

As Midnight disappears all but Cadance and Princess Luna could only look on devastated at seeing what has happened. Twilight has become the new Nightmare Moon all over again, only this time there is no stopping her, and it is all their fault.

In order to keep the public from being suspicious of what had just happened, Shining Armor and Princess Cadance make their way to their carriage as they prepare for their honeymoon and use this time to discuss on how to prepare of how to stop Twilight.

“What have I done?” Shining Armor asked himself with deep regret as every pony makes their way to the carriage “What should have been a memorable day is now truly a nightmare as I truly have lost a sister.” He said as bent over and covered his face to hide his tears.

“It’s more than that.” Pinkie Pie said with tears in her eyes. “As we have truly lost the Twilight we all knew and loved since now it looks like evil Twilight is here to stay.”

“It’s Nightmare Moon all over again.” Celestia said mortified by what has happened. “As I truly have lost not just a student, but a pony I saw as a daughter to me.”

“We got to help her!” Spike exclaimed. “If she is banished to the moon we’ll never see her again!”

“But how?” Rainbow Dash said throwing her arms in the air in disbelief of how they can defeat her now. “She’s just as powerful as Nightmare Moon, has the alicorn amulet, and has dark magic at her disposal. How are we going even to stand a chance against her?”

“We’re going need the Elements of Harmony if we have any chance of saving her. Hopefully, by the time we free her of her darkness from within her heart she will come to forgive us.” Princess Celestia said with hopeful determination.

“She managed to save me from my darkness when I was Nightmare Moon.” Princess Luna added. “Now it’s our turn to help her before this alicorn amulet and dark magic completely consumes her to the point to where our now nefarious enemy will no longer be able to tell the difference between right from wrong from within her corrupted heart and mind. Otherwise, they may not be any hope of saving her from that point as she further descends into madness and insanity.”

“But how to do reckon we do that?” Applejack asked.

“By finding the keys we need to unlock the chest containing the Elements of Harmony.” Princess Celestia calmly answered. “You girls and Spike go and search all over Equestria, find them so we can regain access to the elements. Once we do we can defeat Twilight and once again have peace in Equestria. Hopefully, by then it won’ be too late, and I won’t have to banish her to the moon.” Princess Celestia said as looks up in the moon’s direction. “ Oh Twilight, please don’t let it come this. Please don’t make the same mistake my sister made.” She pleaded while shedding a single tear as Princess Luna places a comforting hoof on her shoulder to reassure that will save her no matter what it takes.

“In the meantime…” Princess Luna turned her attention to the others “Me, Celestia, and Cadance will carry our princess duties and hopefully we can search up more answers of how to help Twilight when we do defeat her and free her of her corruption. We need ensure no pony ever knows the truth of Twilight in order to avoid a panic.” She told every pony as they all reach the castle front doors as Princess Cadance voices her opinion.

“Are you sure that keeping the truth about Twilight is the right decision?” Princess Cadance asked. “There are ponies who won’t be happy with us for doing so if they do find out who Midnight really is.” Cadance added as she is pointing out a major flaw with that plan.

“Yes, I’m sure.” Princess Luna firmly replied. “I know there are ponies who won’t be pleased to hear about this, but we can’t afford anymore backlash from our previous failures which could cause further chaos if left unchecked.” Luna calmly explained to the young alicorn the necessity of this approach. "We need to see if we can handle this quietly."

“Okay, I understand.” Princess Cadance said coming to agree with Luna’s argument before turning her attention to the girls and Spike.

“Girls, promise me you will bring Twilight back from the brink of insanity, and put an end to this nightmare before it's too late.” Princess Cadance firmly yet politely asked them.

“Don’t worry, Princess!” Applejack confidently replied as she places her hat in front of her chest. “We find those keys to reaccess the elements and we will save Twilight before it’s too late.”

“Yeah! Let’s do this!” Rainbow Dash exclaimed in the same tone.

“For Twilight!” Pinkie yelled happily.

“For her forgiveness.” Fluttershy added with newfound determination in her eyes with a confident smile on her face.

“For her fashion!” Rarity added in the same tone which earned her glares from every pony and Spike.

“What?” Rarity asked the confused group around her. “Her new transformation is a crime against fashion, some pony has to stop her before she goes further down this madness.” She defensively told the others causing Applejack and Rainbow Dash to roll their eyes annoyed.

“Don’t worry Princess Cadance and Shining Armor!” Spike said with determination “We can promise you that we save her even if we have to search all over Equestria to find those missing keys.”

“Great to hear, Spike!” Shining Armor gratefully told the young dragon as he put a hoof on him. “If anyone can save her, I know it is you and her friends. Hopefully we will know what to do we have what we need to save her. Good luck!”

After saying their goodbyes, Shining Armor and Princess Cadance make their way out the doors where they are greeted by many happy ponies here to see them off on their honeymoon as they make their way to the carriage.

Once they are in, the carriage takes off and Princess Cadance throws the bouquet of flowers out of the carriage which Rarity is quick to grab with her magic only to grin embarrassingly upon being glared at by the nearby ponies who were trying to get a hold of it before she snatched it out of their hooves.

While this is all going on, Midnight is out watching the carriage leave Canterlot from a distance on the city’s outskirts while observing the Princesses and the Mane Five’s plan to defeat her with her crystal orb. She then smirks seeing her takeover of Canterlot and Ponyville while revealing her true self to them is just the beginning as she already has a plan to deal with that and fully ensure her take over for all of Equestria.

“And by then I will be ready for I have plans for all of you.” Midnight said as she chuckles evilly as her body glows neon purple before she began to sing.

“Throughout my life they’ve treated me like a joke

They thought I was over-protective

They thought I was dead.”

She sang as she flew up looking at the sight of Canterlot.

“But very soon they’ll pay for what they done to me

For treating my attempts of friendship as a joke

For all the times they’ve turned their backs on me

I’ve waited so long to have this chance

Oh, how this day has been perfect

To have finally have succeeded at achieving this opportunity to have my revenge. “

She sang as she flew into the nearby forest.

“As this is only the beginning

The beginning of a new era

Where I will rule Equestria

And when I do it will be how I envisioned.”

She sang as she flew up to the trees with magic forming around her horn to show a vision of her watching over ponies getting along nicely with each other from the Canterlot castle.

“A place of peace and prosperity

Even more so than Princess Celestia could ever hope to dream

As every pony will under my protection”

She sang as she produced a vision herself fighting off Queen Chrysalis with beams of magic just like before during her staged attack.

“Bad guys will cower before my might.

“Ponies will revere me.”

She sang as she produces an vision of ponies cheering for her for saving them to which Midnight humbly appreciates and returns the kind gestures as she flies by.

“And see me that I am the perfect pony for to look up to

For this is only the beginning of a new era

An era where everything will get much better

Where every pony is happy and safe under my lead

Under my protection

An era where every pony will much safer

For this is only the beginning of a new era

An era where soon my former friends, Princess Celestia, and Shining Armor will pay.”

She sang as her magic showed a vision of them imprisoned in jail reflecting with remorse for their actions.

“For making me suffer

For casting me aside

For treating me as the bad guy

For treating me like an outcast."

She sang as she brought up a vision of the wedding rehearsal where everypony walks out on Twilight.

As soon they will see how wrong they were to treat me that way.”

She sang as flew around making tree sculptures of her former allies except Spike, Luna, and Cadance.

“As this is only the beginning of a new era

A beginning of a new era

Where all of Equestria will soon be mine."

She sang as she produces a vision herself watching over Equestria from on top of the Canterlot Castle.

Where they all will follow my lead to a glorious new future

As this is only the beginning

A beginning of a new era

Which I soon I will lead as I have every pony’s best interests

More so than Princess Celestia ever could.”

She sang as she used her magic to set the trees on fire to symbolize the burnt bridge between them.

“As this is only the beginning of a new era

An era where soon everything will be all right

For soon I will prove those who doubted me wrong

Why I am the pony to look to up to

For this is only the beginning

A beginning of a new era.”

She finished singing as she flew out of the forest as the fire spread throughout and burning down the nearby bridge.

“A new era where every pony will see why I am the one they need for the good of every pony, and where those who have ever doubted me will pay.” Midnight confidently said to herself while smirking knowing that she is capable of setting out to achieve her goals now matter what it takes or who gets hurts in the process as she flies off in the distance.

As the forest fire burns she leaves a mark with her new image burnt into the ground of her giving that same evil smirk.

Author's Notes:

Now that I have finally managed to reach the halfway point of this story. You'll see you have read quite a story especially the last two chapters as Midnight successfully manages to take control of both Canterlot and Ponyville in the same day as the wedding.

As for my reasons behind this, Midnight's true identity and motives are now out at least to the main cast seeing that she managed to successfully take over Canterlot and Ponyville just like Chrysalis ensuring that the wedding preparations and the wedding itself played just like it did the last time Shining Armor and Cadance tried to get married which kicks off the main plot in the first place ironically in her favor in her flare of delivering poetic justice to them hench the irony of this whole situation.

The main reason behind the decision to reveal the mystery behind Midnight is for the story's mid-story twist for those who did not see this coming as I felt it was fitting for the main cast to finally know who they are up against as this story begins the Season 4 arc to show not only they are going to have to find the keys for the locked up Elements of Harmony but also now have to deal with a new enemy who is an unstoppable force not to be reckon with.

In addition her Villain Song "This is Only the Beginning" is a parody of "I Have a Plan" from the Lion Guard which I found fitting for her as like Scar they have visionary (albeit different) goals for taking over and they don't believe in the power of friendship or at least refuses to despite her great understanding of it.

For those who feel Midnight is coming across as arrogant and smug, well she's not when you think about. She carried out a successful staged attack that allows her to rule Canterlot and Ponyville while having the Mane Five and the princesses wrapped around her hooves as even with her secret out they are in a position that they can't expose the truth to everypony as it would mean revealing the wedding rehearsal incident that lead up to this moment while everypony still looks up to her as a hero. A hero who truly does what is best for all of Equestria who isn't afraid to do whatever it takes to achieve her goals even the unthinkable when comes right down to it. She can backup her threats and herself up as she manages to avoid making the mistakes Chrysalis did when she attempted to take over which lead to her defeat. She still hold the cards over everypony even when the main cast now know who she really is.

As for Midnight's transformation, with her research she now can access this Nightmare Moon like form and powers and even dark magic affecting her ability to tell right from wrong she still has control over her appearance and actions which will let you all know that Midnight won't be in her new form all the time as the sight of her in that appearance with cause every pony to panic.

Hope you all enjoyed this four-part mid-story arc as Season 4 focuses on Midnight seeking to increase her control over Equestria while too searching for the keys needed to access the Elements of Harmony as she is fully aware that they have the power to defeat her if used on her like it did with Nightmare Moon before her as I continue progressing this story later on this week.

Also for any comments involving the spoilers please cover them to avoid revealing spoilers those for those who haven't read up to this point please. I really worked hard to try to get this mid-story twist done right.

Chapter 15: Castle Mane-ia

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Chapter 15:

Castle Mane-ia

At the Golden Oaks Library, Midnight now in her normal alicorn form before gaining her Nightmare Moon like appearance is now reading through all of the books in the library. She has read every book including every book in Ponyville yet has had no luck finding the information she needs. The information about the strange chest from the Tree of Harmony. Sure, the Elements of Harmony are locked up but she too needs to find and gain control of the keys before the Mane 5 do, because the Elements of Harmony are still the only thing powerful enough to defeat her since Nightmare Moon’s powers also came from a solar eclipse aside from the alicorn amulet she is wearing with dark magic at her disposal.

With her true self revealed after she is no longer Princess Celestia’s student and Spike is now living with her out of fear that she would harm him even though Midnight has nothing against him, Midnight is on her own on this matter. Not that it bothers her as she still has her crystal orb to spy on other ponies when she needs to.

“No, no, no, no…” Midnight said to herself as she looked through her books before deciding to pull out her crystal orb to spy on Princess Celestia and Spike who are in the royal throne room as Spike is getting her scrolls to write on with her magic in order to see what they are up to after deciding that she has read every book the town has to offer. Once Princess Celestia is done writing on one of the scrolls she gives it to Spike as it is a list of instructions on how find something that might be helpful to saving Twilight from her darkness.

“Here Spike, take this and go to the Everfree Forest. Hopefully there will be information at my and Luna’s former castle that has the answers we need to bring Twilight back from her insanity.” Princess Celestia told the young dragon as she places her confidence in him.

“You got it, Princess Celestia!” Spike said as she respectfully bowed to her.

“And keep an eye out for her!” Celestia warned Spike. “Because who knows what tricks she might have up her hooves against us.”

“Don’t worry, Princess!” Spike confidently reassured the sun monarch. “I’ll be careful! I mean I did save Applejack from a group of Timberwolves.”

“I know but remember this is a Nightmare Moon situation not a timberwolf situation.” The sun monarch replied in a understanding tone yet still warning him of the severity of the situation. “Midnight won’t hesitate to take prisoners or place harm onto any of us if we ever cross paths with her. So please be careful out there.”

“Understood!” Spike answered as he nodded to her as he headed out of the throne room to carry out his task.

Midnight put her orb away as she prepared to make her way into the Everfree Forest to find the same information before any of the Mane Five gets ahold of it.

She teleports herself from the library and into the Everfree Forest just in front of the wooden bridge to the castle.

“Well your right about one thing Celestia…” Midnight commented on what she saw to herself. “I would harm you and the others if we did meet again but not Spike.” She said as she flew over the bridge. “Because unlike the rest of you, he didn’t do anything to deserve being put in harm’s way.”

“And unlike you, I intend to prove that.” Midnight said as she walked inside the castle to make her way to the library. “For the young dragon stills needs my guidance more so than you even when you have took it upon yourself to have him taken from under my wing.”

“Now where is it? Midnight asked herself as she looked around the castle before finding the room full of books. Once she finds the library she gasps in amazement at the sight. “Wow! Look at all these ancient books! It's a veritable goldmine of information!” She said in an excited tone as she grinned. “Now where to begin.” She said to herself as her body glowed neon purple.

With said she would then make herself comfortable by using her magic to summon her sitting pillow and a table as she started reading after pulling her first pile of books. While she was reading she also pulled out her crystal orb so she can keep tabs on the Mane Five and Spike and she saw every pony is coming to the castle for different reasons.

Spike of course was here for the same reason as she is yet is finding himself too scared to even explore the castle yet is nervously walking around the halls knowing that he can’t walk away empty hoofed. Applejack and Rainbow Dash are coming over so they can see who the bravest pony between the two of them is which is true to their competitive nature. Rarity and Fluttershy are here to obtain ancient tapestries so Rarity can bring them back to her boutique shop for restoration and potentially use for a new fashion line with Fluttershy who also brought Angel with her reluctantly tagging along to help her.

Angel ran inside ahead of the two with Fluttershy following her to make sure she is okay while Rarity marvels at the sight of the castle inside.

Midnight seeing this thinks of another potential opportunity as she goes outside of the library so she can get candles as she intends on reading well into the night in order to get the answers she needs.

As she is reading she watches as all four ponies explore the castle. Fluttershy is having a difficult time taking down a large tapestry for Rarity when she ends up triggering a switch that allows the wall she is on to rotate into a different room where Applejack and Rainbow Dash are who are frightened at the sight of Fluttershy struggling to move around behind the tapestry believing they are seeing a ghost causing them to run for their lives out of the room as the door rotates Fluttershy back into the room Rarity is in. Seeing the tapestry is too large for Fluttershy to handle decides to lead Fluttershy to another room to find a smaller one for her to handle.

Midnight observing this is just amused at seeing them run around in terror and this all without even trying to do anything as she just continues reading as Angel who ran off on her own after getting tired of helping Rarity and Fluttershy with the former's errand with Spike keeping up with her knowing that Fluttershy really cares for her. Once he finally gets his claws on the bunny he ends up freezing at the sight of seeing Twilight here as Midnight seeing this takes her eyes off of her books upon seeing them.

“Hello, Spike.” Midnight warmly greeted. “This is a surprise to see you here, yet I hoped you’d be a little braver in the face of danger considering are now following Princess Celestia’s orders. Pretty disappointing considering you saved Applejack from those Timberwolves.” Midnight commented as she referred to her bravery from the timberwolf incident.

“Twilight? What are you doing here?” Spike asked still in a state of shock.

“Doing some late night research, especially after hearing that this library might have the answers I need for my plans for all of Equestria.” Midnight said as she casually used her magic to pick up a new book.

“That doesn’t by any chance contain information regarding the Elements of Harmony does it?” Spike couldn’t help but nervously ask as if she already knows why he is here.

“Oh yes, Spike!” Midnight calmly replied. “Because of course, I can’t have the girls and the princesses obtaining information on how to access the Elements without them interfering with my plans.”

“But Twilight?” Spike pleaded with her. “Without the elements Equestria will be doomed, you will be doomed as long as you pursue the path you are on. Please reconsider what you are doing.”

“Don’t be afraid Spike. I have no reason to hurt you.” Midnight still calmly and gently spoke to the young dragon as she approached him. “The path I am on is the right one as what I am doing is for what is best for every pony. Ever since I’ve obtained these powers I am now capable of handling for whatever threat comes next to the point the Elements of Harmony won’t be needed in order to protect Equestria. While I don’t deny my methods are harsh, winning tends to settle any arguments.” She said as she placed a hoof on Spike who nervously shuddered at seeing the pony he grew up with has now become a chilling and frightening villain bent on overthrowing Princess Celestia.

At that moment Angel knocked the chair up opening a nearby secret passageway behind the nearby bookshelves causing the candle lights to be blown out by the wind it created which Midnight took notice of and walks up to the opening and then gasps upon seeing what was inside.

“Whoa?” Midnight commented as she another room with another bookshelf with a book sitting on a small stand in the middle of the room. “Well thanks Angel. Fluttershy really taught you well.” Midnight said to the bunny with a light smile as she approaches the book as she uses her magic to pop up a bowl of carrots for the bunny to snack on which Angel greatly appreciated.

“The Journal of the Two Sisters.” She read from the book’s front cover before jumping onto a nearby pillow to read it with Angel sitting on her back enjoying the carrots she got her. “I wonder if this is the book I’m looking for. Either way, I’m sure to learn a lot more about the princesses with this information in my hooves.” Midnight positively commented as Spike watches while deciding to stay since he is in the room with those answers as well and with the pony who will care for him even after her descend of darkness.

As she reads the journal she pulls out her crystal orb and then sent some of her magic into so she can set up as a nightlight so she can read in the dark with some light while sending some magic into to mess around with the inside of other parts of the castle where the rest of the Mane Five minus Pinkie with the intent to scare them to death.

She also first observes Applejack and Rainbow Dash going down a circular staircase with Applejack walking down the stairs while Rainbow Dash simply flies down through the mid-air opening between the stairs both of them insisting to each other that they are not afraid and they are braver than the other only to be freaked out by the sight on pony hooves with nails impaling them on plaques.

“Huh? “ Applejack asked in confusion at what she is seeing.

“W-what's the matter? It's just a dark hallway full of... disembodied pony legs.” Rainbow Dash asked while freaked out by the sight by covering her eyes with her wings.

“Yeah. Nothin'... creepy about that.” Applejack replied in the same tone as they walked down the hall while lowering her hat down just above her eye level.

Unbeknownst to the two ponies magic creeped into the room courtesy of Midnight to make the hooves move around to trick them into thinking they are alive as a pair of hooves reach out and touch the two ponies causing them to scream in terror as they run down the hall while trying avoid being touched by them again.

Midnight smirked to herself while witnessing this as she turns her attention to Fluttershy and Rarity who have fallen through a trapdoor into a room completely covered in darkness causing Rarity to use her horn to light up the room.

“I'm starting to wonder if maybe this castle doesn't want my expertise!” She wondered to herself sounding offended after falling into the trap room as Fluttershy noticed Angel is not with them.

“Oh dear. Angel? Rarity, have you seen him?” Fluttershy asked Rarity as she looked around the small room.

“I'm not sure he made the trip down with us, dear.” Rarity honestly answered while too uncertain of Angel’s whereabouts.

“Oh, goodness! We have to find him. An ancient castle is no place for a bunny. He could get hit by falling debris, or the floor could give out under him! Oh! He could be trapped in a dark place with no way out!” Fluttershy worriedly said with hints of panic on her face.

“I can only imagine how that might feel. Hmm...” Rarity said a sarcastic and flat tone as they are already boxed in a small room before noticing a small hole in the room seeing Applejack and Rainbow Dash are both scared out of their minds as they walk down the hall before putting her hoof on Rainbow Dash’s back.

“Applejack, if you're scared, you can just admit it. You don't need to put your hoof around me.” Rainbow Dash said with a smile thinking its Applejack this time.

“Uh, I'm over here.” Applejack said while waving her hoof standing on the opposite side of the room.

Realizing that another hoof is touching her, both Rainbow Dash and Applejack scream at the sight of another moving hoof, as they both bolt it out of the hallway.

Rarity gasps when she comes to the realization that she touched somebody causing her to pull her hoof back in and shutter with fear.

“Rarity! What is it?” Fluttershy asked.

“I felt something... alive!“ Rarity replied in terror causing Fluttershy to gasp in excitement.

“Angel!” She hoped Angel was there as she placed her hoof around the same opening confusingly patted around the wall for her only to touch one of the hooves on the plaque and activate a secret passageway allowing the two to move into the hallway of the dismembered hooves after circling through the rotating wall.

“Well, tapestries or no, I have had just about enough of secret passages, mysterious presences, and unappreciative castles!” Rarity angrily said as her voice echoed through the hallway as she prepared to make her find the exit only to be stopped by Fluttershy who is standing in front of her.

“But we can't leave now, not with Angel lost somewhere in this dangerous old castle! He could be trapped under a crumbling statue, or stuck high in a tower without food or water or any friends at all!” Fluttershy worryingly said as Rarity walks by while rolling her eyes annoyed as Midnight watches the two from her orb.

"Quite the opposite, Fluttershy." Midnight commented as said bunny is currently relaxing on a pillow enjoying one of the carrots Midnight gave her as she reads the journal while taking some pleasure of seeing the girls running around the castle scared silly before turning her attention to Spike. “Spike, you've got to hear this.” Midnight called the dragon over as she read “I love to duck behind the paintings, and though the Hall of Hooves still gives her a bit of a fright, the trap door slide is Luna's favorite.”

"Hall of Hooves?” Spike asked having no idea what she is talking about.

“Soon the Organ to the Outside will be finished. I can hardly wait.” Midnight continued to speak while flipping the page from the picture of the wall filled with hoof-filled plaques continuing to read from the journal showing a giant organ.

“What's the "Organ to the Outside?” Spike asked again.

“Obviously an organ which is hidden somewhere in the castle.” Midnight answered. “An organ that plays creepy music that would scare any pony like a ghost is playing music in thin air.”

“That does sound pretty creepy.” Spike said a little frightened as he heard the sound of the organ from downstairs. “Uh, Twilight? Did you hear something?” Spike nervously asked as he is holding up a pillow.

“Oh, Spike. Quit being such a scaredy-dragon. This castle is thousands of years old, and half of it was destroyed by Nightmare Moon. Of course it makes strange sounds. It's practically falling apart!” Midnight nonchalantly said as a piece of the ceiling falls off nearby hitting Spike causing him to dodge while Angel laughs at him.

“Okay?” Spike said while confused to why Twilight is being so calm and collected throughout the whole visit as much as the whole Canterlot Wedding fiasco from revealing that she was truly alive this whole time to becoming the new Nightmare Moon that the princesses and her former friends are now trying to stop. To him she has become another cold, calculating and ruthless villain where nothing fazes her at all who doesn’t seem to care about friendship anymore.

Midnight herself secretly knows that some pony is playing the organ and from the look on her face as she reads she definitely planned on a random pony to visit and play the organ in order to scare the daylights out of them as she observes the pony playing the organ from her crystal orb before changing her view to spy on Applejack and Rainbow Dash who are now visiting the hall of scary pony statues in armor.

“Do you think there's a single room in this castle that isn't filled with terrifying things?” Applejack nervously asked Rainbow Dash as they walk by the statues.

Rainbow Dash looks at the statue then places a hoof on it which causes it to rattle, which spooked her.

“Whoa! “ She exclaimed as she flew by Applejack’s side who nervously laughs when Applejack smirks at her. “It's just old pony armor. What's the big deal?” She said still trying to act unfearful.

“Yeah! It's not like it's gonna come to life or anything.” Applejack said in the same tone before her face turned to a nervous expression. “Right?”

At that moment the mysterious pony is playing on the organ as Applejack triggers another passageway causing herself and the statue she is standing right in front of to flip over causing a another statue to stand in its place which gets Rainbow Dash’s attention who gets spooked and more so when it simply says “Boo.” Courtesy of Midnight’s magic seeping through causing Rainbow Dash to scream terrified.

At the same moment Rarity triggers another passageway behind Luna’s former throne room causing her to be transferred to the opposite side of the wall getting Fluttershy’s attention causing Fluttershy to scream in fright as the mysterious pony continues playing on the organ causing another bowl of carrots to appear in front of Angel which surprises her. While at the same time the passageway Applejack stumbles on leads her right on the ledge outside of one of the castle wall’s right in front of a dragon statue which spooks her out. While Rarity winds up having her mane covered in dirt and twigs which causes her to naturally scream over being dirty.

Midnight is simply reading the journal calmly while silently amused at the pleasure she is getting from scaring her former friend’s to death while Angel sleeps by her side resting comfortably yet unafraid of the dark alicorn while Spike is very nervous hearing all the screaming.

After seeing Rarity make her way back into the castle she focuses her attention to Rainbow Dash is still nervously eying the statues while wondering where Applejack is.

“Uh... Applejack? If you went back to Ponyville, that means I win, right?” Rainbow said as she bumped into another statue causing it to fall over.

“Hey watch it!” The statue spoke through Midnight’s magic.

“Sorry!” Rainbow Dash apologized before realizing who she was talking to causing her to scream in fright and dash out of the room.

Now focusing on all four mares she sees Fluttershy nervously searching for Rarity and Fluttershy only to fly away screaming when she touches Luna’s former throne seat causing the organ to play again. Applejack made her way back into the statue room before walking down another dark passageway thinking Rainbow Dash has left already. Rarity is stumbling into the main throne room completely annoyed by the way the castle has treated her during her visit then finds herself nervously backing away when she sees lightning in the sky produced by Midnight through the crystal orb. At that moment Rainbow Dash has had enough then goes outside putting her hooves up right for a fight.

“Come on, castle! Is that all you got?” Rainbow Dash challenged which is met with more lightning produced by Midnight to flash through the sky causing the bold Pegasus to fly back inside screaming.

“Well you asked for it.” Midnight said to herself as the four ponies now terrified back up in reverse until they all gathered in the main room and end up bumping into to each flank to flank causing them to scream terrified again.

Rainbow Dash flies around bumping into random walls on the ceiling. Fluttershy and Applejack run around screaming. While Rarity has one of tapestries fall on her because Rainbow Dash bumping into causing her to scream as it falls on her.

"I was only trying to restore ancient a-ha-ha-hart!" Rarity cried as the tapestry falls on her and runs around screaming with the tapestry on her covering her eyesight.

Fluttershy cowering in a nearby doorway sees a shadow that resembles Angel which catches her attention.

“Angel?” Fluttershy said hopeful but as she approaches Applejack accidentally knocks over some old pillars causing one of them to crash onto the middle of floor leading to Fluttershy believe she was killed.

“AAANGEEEEEL!!!” Fluttershy screamed with tears in her eyes.

Midnight while amused at the fun of them being so scared at this point has decided she has had enough as their screaming is starting to disrupt her reading so she decides to head to the main room to put an end to this.

“Okay, what is going out there?” Midnight said as she paid attention to all the screaming from upstairs as Angel awakens.

“Oh, you know. Probably just more strange sounds of this old castle falling apart!” Spike responded as he cowers under a chair.

“Or maybe it’s just your imagination talking.” Midnight sarcastically quipped as she made her way outside as Angel just shakes her head disapproving of Spike’s cowardice.

The three all make their way outside where they see all four ponies running around the room screaming.

“What got into them?” Spike asked as she witnessed them.

“Obviously, a classic case of castle frights.” Midnight dully noted.

“It's okay, Angel! You're okay! You're okay!” Fluttershy said as she tries to push over the pillar while believing she is dead only to be knocked aside by Applejack who now stands on the pillar.

“Yaaaaah! Shadows everywhere!” Applejack screamed mistaking Rainbow Dash’s shadow for a ghost who also screams and flies around in terror as Rarity is now sitting and crying with the tapestry still over here and Fluttershy is crying feeling Angel really is dead.

Having had enough of this screaming panic, Midnight flies down shouting. “Alright, everypony, stop!” as she casts a spell on them causing them to freeze in place yet are allowed to speak and move their eyes around.

“Twilight?” Applejack asked surprised and shocked to see her here as she looks in her direction.

“Must save Angel!” Fluttershy said as she was still trying to move the pillar out of the way ignoring that her former friends is freezing her in place.

“You mean the bunny that’s alive and been by my side the whole visit?” Midnight asked as Angel popped her head up visible for her to see. “Oh.” Fluttershy said when the realization hits her.

“Don’t worry Fluttershy, I took good care of her.” Midnight reassured the frightened peagsus.

“Fluttershy? What are you doing here?” Rainbow Dash asked the addressed mare as she is frozen in flight.

“She’s with me!” Rarity replied as Spike walks by Midnight’s side as she still levitates and freezes every pony even when they now have all calmed down.

Midnight pulls the tapestry off of Rarity with her magic as she walks by as Fluttershy reunites with Angel.

Now that every pony has calmed down they all look surprised to come across Twilight again who looks uninterested at them and their constant screaming.

“Well, this is certainly a surprise.” Midnight nonchalantly commented. “I never would have imagined all of you running around screaming and scaring each other all night while I was reading here or coming across you all by coincidence.”

“Well that figures.” Applejack replied.

“On what?” Midnight inquired.

“On whether or not you're the Pony of Shadows. “ Rainbow Dash accused Midnight as she tried and failed to break from Midnight's freezing spell once she reactivated her magic on every pony again.

“What's... the Pony of Shadows?” Spike nervously asked.

“It just an old ponies' tale from over a thousand years ago.” Midnight said while looking at Spike.

At that moment the organ is heard playing again causing the four ponies and Spike to huddle together clinging to Midnight really scared.

“Then who’s playing that?” Spike fearfully asked.

“That is something we are going to find out.” Midnight answered as she walked towards the direction the organ with Applejack, Rainbow Dash, Rarity, Fluttershy, and Spike still being held by Midnight’s magic in the air behind her continuing to carry them all during her walk through the hallway.

Midnight thought to herself amazed that of how easy it was to scare without even trying as they all make it to the room where the organ is where they see a mysterious pony is playing on it causing everyone expect Midnight who still retains her calm and bored expression to gasp in shock.

“The Pony of Shadows, huh?” Midnight said as she approaches with no fear as everyone else looks shocked at her bravery as she makes her way up the stairs as she gets a good look at the cloaked pony.

“So, you’re really the Pony of Shadows, huh?” Midnight asked as she pulled the cloak off of the pony with her magic “Pinkie Pie?” she said as removes the cloak revealing the mysterious pony to be Pinkie Pie.

“Hey, you guys! Did you know I can totally play the organ? Because I didn't!” Pinkie Pie cheerfully said.

“Pinkie Pie?” Everyone except Midnight asks in surprise upon the reveal.

“Check it out!” Pinkie excitedly said as she plays a sports "Charge!" theme on the organ.

“You're the Pony of Shadows?” Rainbow Dash asked in disbelief as she flew up to her.

“The pony of what?” Pinkie Pie asked like she didn’t know what she was talking about as she continues playing light melody.

“See? What'd I tell ya?” Midnight told the blue Pegasus in an “I told you so.” tone.

“I thought you went to ring the school bell all week! “ Applejack pointed out while confused why she is here instead of the school.

“Oh, yeah! I only had to ring it for, like, five minutes! They said that was good enough! Eh, can't imagine why...” Pinkie Pie said happily as she didn’t care while Midnight rolls her eyes as she can correctly imagine that the job didn’t last long as she pictures Pinkie repeatably ringing the bell for a solid good five minutes.

“Me neither.” Midnight said sarcastically as she and Rainbow Dash roll their eyes together at the same time having come to the same conclusion as well.

“So then, I decided to throw a "finish ringing the school bell" party! But I didn't have any bluebells, and you can't throw a "finish ringing the school bell" party without bluebells, so I went to Everfree Forest to pick some, but it started to get so chilly.” Pinkie further explained as she then shivered as she plays happy organ music on the organ before continuing. “I had to wrap myself up in the tarp I was gonna use to gather flowers, and then I saw Fluttershy and Rarity. But they went into the castle before I could invite them to my party. Luckily, I followed them inside so I could help you all with your party!”

“What party is that?” Rarity asked.

“Uh, the "everypony come to the scary old castle and hide from each other while I play the organ" party?” She responded as she played more notes which triggered a spring that sent Spike into flying off and landing on the floor behind the girls.

“Duh!” Pinkie said as she bounced off to leave the room.

“Now that you have the answer to who’s this mysterious Pony of Shadows.” Midnight began as she made her way out after unfreezing everypony from her magical grasp again. “I have plans to make for Equestria’s future since I have already done my research here and have kept you all busy just long enough to get what I need from here.” She said as she turned to face them all who are confused and slow to pick up that she has been secretly scaring them through her visit as she holds up a book with her magic. “But feel free to visit if want to be scared next time. If not don’t worry, because I can find time in my schedule to make that happen.”

With that said she claps her hooves causing the room to become pitch black dark inside as her body glows neon purple while every pony gasps at the sudden darkness. When the lights came back on Midnight was gone with a note left behind on the floor which Spike picks up and reads “Until next time, Midnight Sparkle.” Leaving every pony confused of what she means by that and how she plans to take over Equestria as Pinkie comes back into the room after realizing who she was just talking to.

“Wait that was Twilight?” Pinkie asked them as she rushed back into the room looking very shocked and surprised that she had just casually talked to her former friend without realizing it.

“Yes it was.” Spike answered. “Well actually, Twilight now goes by the name of Midnight Sparkle now.” Spike added as she corrected her. “It would seem Twilight now is preferring to be called Midnight since she is now against us.”

“So that was Twilight or Midnight?” Pinkie asked very confused.

“That was Twilight, who now prefers to be called Midnight.” Applejack answered trying to get Pinkie to understand what Spike meant.

“So Twilight and Midnight are both the same pony?” Pinkie asked still confused.

“Yes Pinkie! For horses sake they are the same pony!” Rainbow Dash said exasperated at Pinkie Pie still being unable to understand that. “The same pony that was our friend since she came to Ponyville, the one that brought us together, the one who faked her death to become Midnight, the one who’s only been using us to further her agenda to take over Equestria, and the one who became Nightmare Moon all over again all because of our decision to walk out on her when she needed us the most!” Rainbow Dash yelled at Pinkie directly at her face. “What part of any of that don’t you understand?!”

Pinkie completely shocked that Rainbow Dash yelled at her like that while understanding that both Twilight and Midnight are both the same can only look down with tears in her eyes.

“None. There was nothing I didn’t understand.” Pinkie said sadly as she had the realization hit her like an incoming train which is how Twilight tricked them into thinking she was dead in the first place as her mane and tail flattens and turns straight.

Rainbow Dash calming herself down immediately regrets her outburst as Applejack and Rarity look shocked and Fluttershy could only silently weep at the thought at what their actions towards Twilight have created.

“Pinkie, I’m sorry I didn’t mean to…” Rainbow Dash tried to apologize as Pinkie turns away from her.

“No, it’s all right.” Pinkie Pie sadly responded. “I do know what you are talking about and it is a fact that we all have to face as Twilight is now gone and has become Midnight and it is all our fault.” She said before she bawled her eyes out with tears.

“Oh…” Rainbow Dash groaned as she turned away she is having trouble fighting back tears.

“Now it’s all right Rainbow Dash…” Applejack tried to reassure her before being cut off by the angry Pegasus.

“No it’s not!” Rainbow Dash angrily exclaimed at the farm pony with tears in her eyes. “If it weren’t for you she would be here right now. None of this would have ever happened. And because of you Twilight will never forgive us for what we did to her.”

“My fault?!” Applejack retorted as she took offense to that remark. “You left her too!”

“Because of you! You told us to forget about Twilight instead of comforting her when her brother kicked her out of the wedding!” Rainbow Dash fired back.

“Well, none of you had to listen to me because you all willingly left her like she deserved it.” Applejack stubbornly defended herself.

“Oh, give it rest Applejack because you’re too proud and stubborn to admit you are as just as guilty as we are.” Rainbow Dash said pointing her hoof at Applejack seeing through her attempts to refuse to admit her wrongdoings.

“Why you…” Applejack said while gritting her teeth with her face turning red in anger.

Just before Applejack and Rainbow Dash could start to fight as they both got into each other’s muzzle they heard Spike shouting to get their attention.

“ENOUGH! BOTH OF YOU!” Spike shouted having enough of this argument causing every pony to turn to his attention completely shocked and surprised by Spike’s outburst.

“We all are guilty for making Twilight the way she is, including me and the Princess and right down to her brother.” Spike said as he calmed down and glumly looked away at the thought of his best friend who raised and cared for him now consumed by her bitterness and hatred towards them. “We all are to blame for abandoning her because we all left on our own accord and had full control of our actions.” Spike continued. “But if there is one thing I learned from Twilight is that fighting about it and blaming each other about this won’t solve anything. So the best we can do now is carry on with our lives and hope we will find the keys needed to re-access the Elements of Harmony so we can use them to defeat her and tell her how sorry we are once she is free from the darkness that is plaguing her heart.” Spike added with great confidence. “Hopefully by then it won’t be too late.”

“Spike’s right.” Fluttershy said with encouragement in her voice as she agrees with him. “If we want Twilight to forgive us, we have to show her that we do care for only from that point forward we make good on it all the time.”

Putting the feud aside, Applejack focused his attention on Spike.

“So, I take your time here didn’t give us anything useful about that chest?” Applejack asked.

“Not if you don’t count Twilight flying off with the only book that had the answers we needed.” Spike honestly answered.

‘Dang nab it.” Applejack groaned in frustration as everything that had happened at the castle Twilight had set up in order to distract them in order to make off with valuable information as she doesn’t want them to access the only thing that can defeat her. “Well, it looks like we’ll have to find out the answers ourselves.”

“But how” Rarity asked.

“I don’t know Rarity.” Applejack answered before continuing while walking up to the window to look out at the moon. “But someway somehow we will find them whether we learn a friendship lesson or fight off Midnight herself along the way.”

“I suppose that’s true, darling.” Rarity said while reluctantly agreeing with Applejack as she and the others join Applejack looking up the window. “It seem time will tell when and where we will find the answers we need in order to stop Midnight and save Twilight.”

“It better be or we will be living under Midnight’s reign of darkness fueled by her wrath towards us who will never forgive us.” Rainbow Dash begrudgingly complied even though she impatiently wants to find the answers and keys they need to save her and defeat her inner darkness.

“I know it’s hard, but please trust me when I tell you that in the end things will work out and we will succeed at bringing Twilight back to her senses because the Twilight we all know will never hold a grudge against forever.” Applejack reassuringly said to Rainbow Dash. “She will forgive us and we will forgive her no matter what happens.”

“That’s the spirit, girls!” Pinkie Pie said pleased that they are now focusing on what’s important now with her mane and tail now back to being poofy now that she is cheerful again.

“In fact I have an idea of what we can do for the time being.” Spike added.

“What is that, Spike?” Applejack asked

“Why don't we keep a journal, just like the royal pony sisters?” Spike answered.

“All of us?” Fluttershy surprisingly asked.

“Of course! That way we can learn from each other! And maybe some day, other ponies will read it and learn something, too!” Spike added.

“What a splendid idea!” Rarity said smiling agreeing with the idea.

“I know what my first entry will be! "Dear Diary, I'm glad Granny Smith's legend wasn't true."" Applejack said having an idea already to put in the journal.

“Me too! “ Rainbow Dash said agreeing with her.

“Me three! Because that means you two are still tied for Most Daring Pony!” Pinkie happily said as she bounced up to them.

“Heh, Shadow Ponies... How ridiculous is that?” Spike said dismissing the possibility that the legend is true.

Back at the library Midnight observes the scene through her crystal ball as she holds the journal she got from the castle which has the answers to what and where the keys to the Elements of Harmony are. Even though she disagrees with their notion that they will stop her in the end and will forgive them, she does admire how much confidence and motivation they have in wanting to try in their efforts to make things right with her as they all walk out of the castle with newfound determination and motivation the girls all set out in their separate ways back to Ponyville.

Rarity decides the simply repair the tapestry that feel on her having decided not to make her new fashion line of them. Applejack and Rainbow Dash both set out to find and come up with a new dare to break the tie between them of who’s the bravest pony of the two. Pinkie happily bounces back home to Ponyville to prepare an apology party for Twilight when they do succeed in bringing her back. Fluttershy decides to accompany Spike back to Canterlot by flying him there to ensure his safety.

Once Spike is back at the castle safely, Fluttershy flew back to Ponyville so she can tend to her animal companions feeling she has kept them waiting long enough.

“Hello, Princess!” Spike greeted the sun monarch.

“Hello, Spike!” Princess Celestia warmly greeted in return. “Was your little trip a success?”

“Not exactly.” Spike started with hesitance while hating having to break the news to hear. “I did make it to the castle but found nothing useful that could answer our questions because Twilight happened to be there as well and flew off with the only book that did have what we needed. Well actually she goes by the name Midnight since she is evil now.” Spike added feeling the need to clarify that Twilight and Midnight have different personalities even though they are the same pony.

“What?” Celestia reacted in shock hearing this. “Twilight was there? Are you okay?”

“Yeah, I’m fine.” Spike answered calmly. “She only terrified me and the girls as a ploy to buy her the time to do the research she needed. As if it’s like she knows what we’re planning and doesn’t want use to use the Elements against her.”

Hearing this causes Princess Celestia to take a moment to take a deep breath to avoid flipping out and keep her emotions together as she approached Spike.

“Looks like we going to have to figure this out the hard way so we can still stop Twilight before it is too late. It is only a matter of time before all of that dark magic consumes her.” Celestia solemnly said seeing that she is dealing with an adversary that is dangerously smart as she is powerful.

“Don’t worry, I already told the girls to just bid their time and hopefully they will find the keys we need to access to the Elements of Harmony as much as we want to bring her back now.” Spike told the princess even though he didn’t like it as well but it was the only thing they can do with the only book that could have helped them is now in Midnight’s possession.

“I know, Spike.” Princess Celestia acknowledged. “If only I hadn’t told she had a lot to think none of this would have happened.” She added as she looked down at the ground remorsefully. “I really don’t want to have send her to the moon and lose another pony to darkness for another thousand years.” She said as tears start to form around her eyes as Spike comforts her in an embrace.

“It’s okay.” Spike reassured her. “You’ll think of something like you did with Nightmare Moon, Discord, and Sombra. You have always stayed a step ahead of them no matter what they were planning. Surely, you can do the same with Twilight. After all you taught her.”

“Yes, but I’m afraid she might be like with Chrysalis except much more smarter and powerful.” Celestia replied still downcast. “I couldn’t even go toe to toe with her in a fight. And that was going up against a duplicate of her.”

“Yeah, but when you think about it, none of us were prepared for what she had planned that time. Now that we know who we are up against, we’ll be a step ahead of her this time around.” Spike pointed out.

“Well, that’s true. When you put it that way.” Princess Celestia responded seeing Spike is onto something.

“Exactly! Plus once we do activate the Elements again Twilight we’ll back to being the same forgiving pony we all knew and loved all over again once we tell her how sorry we are.” Spike added to emphasize how they can and will defeat her. "No matter what happens, in the end we will defeat Midnight and bring Twilight back.” Spike said with determination causing Princess Celestia to agree with him with newfound confidence.

Midnight while watching Spike report her findings to Princess is satisfied with how the visit turned out as her ploy to scare the daylights out of them while making off with the book she needs to slow down their search for the keys to the Elements of Harmony with a little magic and some ghostly words to convince Pinkie to help her out without realizing it.

And while she admires Spike confidence in arousing every pony’s confidence that they will succeed in defeating her still remains unconvinced that they will be able to outsmart no matter what they have planned against her.

Even when they know who they are up against after she revealed to them who she really is, as evidenced by her castle ploy she's always remained a step ahead of them every turn. She also has the only book with the information needed in order to defeat her in her possession as she holds it up with her magic and opens it again to read all about the Elements of Harmony.

As she looks inside the book she deviously smirks pondering where to begin as she begins reading about the very valuable information she is now learning.

“Now where to begin…” Midnight said as she starts reading.

Author's Notes:

After dealing with a major turn of events from the last 7 chapters we are now down to a breather episode where it focuses on the events at the Castle of the Two Sisters as Midnight still staying a step ahead manages to obtain the information Spike was looking for while staging a scare ploy to distract the Mane Five while she reads.

As you read you'll notice that Midnight has been showing a good side deep down as she only wants to make Equestria a better place and the fact that Midnight treated Spike and Angel very well when they stumbled across her. Goes to show that deep down her darken heart there is still good in her as she only has good intentions for all of Equestria even if she is willing to resort to extreme measures in order to achieve her goals.

Deep down even after the reveal, Midnight still has plans for Spike as the next chapter will be focusing on Midnight secretly testing Spike's abilities from the shadows in another attempt of dealing with the Mane 5 as she bids her time.

Chapter 16: Power Ponies

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Chapter 16:

Power Ponies

At the Golden Oaks Library, Midnight is sleeping in her bed as she has done every night since she came to Ponyville. During the middle of the night when she went to get a glass of water she decided to take a peek at her crystal orb to see what every pony is up to. A majority of the ponies were sleeping of course including the Mane Five and the Princesses. Well, except for Princess Luna who ventures into other ponies’ dreams to make sure they are having pleasant dreams.

Even though Princess Luna could, she can’t venture into her own dreams without risking a confrontation with her, as it would only end badly for her considering what power and skill Midnight has up her hooves. Before she knew that she was really Twilight Luna only saw that Midnight was having pleasant dreams of seeing herself as an alicorn princess every pony looked up to. Although of course, her visions don’t exactly align with what she and Princess Celestia had in mind.

However there was one that still was awake at this hour even though he has to help with the girls in tidying up the old castle they torn up in their panicked running away, Spike.

He was secretly in the castle library reading a comic book he has taken interest in the Power Ponies. It was a story about a group of super powered ponies who try to fight and take down the evil supervillain “The Mane-iac”. The Power Ponies' most evil nemesis who was once the power-mad owner of a hair-care product company until a tragic accident at her shampoo factory in Maretropolis not only gave her mane strange new powers, but also caused her to go completely insane. She and her henchponies have been planning to break into the Maretropolis Museum and steal the Electro-Orb, so she can use it to power up her doomsday device and they would have succeeded if the Mane-iac hadn’t been given the heads up thanks to Hum Drum.

Hum Drum is the guy in the blue boots and pointless red cape who is portrayed as the Power Ponies' bumbling and totally useless sidekick.

It is very crucial for the Power Ponies to stop Mane-iac or else Maretropolis is doomed the moment when she successfully powers her doomsday device.

Spike is so into the story he can’t stop reading it even when he should be sleeping.

Midnight takes a close look at the comic book and sees very tiny print on the last page. By using her hoof to zoom in on the comic book she was able to get a good look what is written and when seeing this begins thinking of an idea of how to turn this to her advantage and she begins formulating another plan in her mind as she goes to back to bed placing the glass of water next to her nightstand.

The next day, the Mane Five are working on cleaning up the castle. Rainbow Dash and Fluttershy are lifting up tarps up on the ceiling. Rarity is lifting up banners and tapestries. Pinkie Pie is sliding around the floors scrubbing the floors clean wearing soaped brushes as skates. Applejack is hanging up portraits around the main throne room.

Spike on the other hand can’t find anything to do as everything was pretty much covered by every pony present so he decided to catch up on his Power Ponies comic before he heads of to do so he asks every pony one last time if they need help.

“You sure you don't need any help?” Spike asked every pony once more.

“Nah, that's okay.” Applejack answered as she tapped a hoof on his shoulder.

“We have everything under control!” Pinkie Pie quickly said as she scrubbed and slide across the walls.

“Dash?” Spike asked.

“I'm good!” Rainbow Dash replied as she hung another banner on the wall.

“Don't worry about it, Spike! It's all good!” Pinkie Pie quickly replied again as she continued scrubbing the floors.

Seeing that they have made it perfectly that his help is not needed, Spike sighs seemingly distraught that he can’t find anything to contribute to the cleaning wanting to help out and be part of the team like them as he walks off as a bucket falls onto his head again.

Midnight herself secretly witnessing this from the hallway so they don’t see her, sympathizes with his plight as she too knows what it is like to be left out and alone when feeling like she could help recalling her first experience of Winter Wrap Up where when she tried to help out, but it only made things worse before finding her true talent relies on her excellent organization skills. But she plans on changing that with what she is about to as she secretly follows Spike to the small library behind the castle library bookcase where he, Midnight, and Angel spend time together the last time they were in the castle.

“Mane-iac breaks into the museum... Okay, here we go…” Spike as he reads as Midnight secretly observes from the window outside. Spike seems interested about what happens next only to be disappointed when he flips to the next page. “...Ugh, what a surprise! Hum Drum is in the way again while the Power Ponies do all the work! I guess I know what that feels like...” He sighed to himself as Midnight could only say to herself “I know.”

Spike then gasps when he already finds himself on the last page. “Wait. What? How can that be the end?!” Spike asked out loud as he flipped the book around trying to see if he missed anything before eyeing the tiny print Midnight secretly saw last night. “What's... that? You can... retr- What? You can... return... Urgh!” Spike struggled to try to make the small words out before deciding to find a magnifying glass to figure it out. “I know I saw a magnifying glass laying around the last time I was here...”

At that moment Midnight and Spike both hear Applejack calling the latter’s name.

“Spike! Where are ya, Spike?” Applejack called out.

“We're breaking for tea and biscuits!” Rarity called out as well.

Hearing this as Spike continues trying to make out the tiny wording causes Midnight to light her horn up and get in position ready when Spike reads the tiny print and when the girls arrive.

"You can return to the place you started when the Mane-iac is... defeated." Huh?” Spike started to read while sounding confused by what that meant as the Mane Five approach the room. "Take a closer look to join the adventure in this book? What does that even mean?” And that’s when the comic book lights up. “Whoa! Cool!” He remarks on the sight as the Mane Five enter the room and that’s when Midnight blasts the comic book with her magic as Spike finds himself sucked into the book.

“Heeeeeelp!” Spike cried out as he is being sucked into the book.

Rainbow Dash acting quick tried to grab Spike to pull him away but Midnight’s magic is too strong for her as she finds herself being pulled in as well causing Applejack to try in vain to pull Rainbow back by grabbing on to her tail with her mouth causing Fluttershy to try to grab a hold onto Applejack with Rarity trying to grab on to her in turn but all wind up sucked into the book despite their best efforts.

“Weehee!” Pinkie Pie happily said as she voluntary jumped into the book as the book closed appearing on the stand with the front cover facing up.

Seeing that she has succeeded in her task decides to fly into the room and pull up a chair as she reads the comic book with all six now stuck in it until the story is completed now part of the story.

“Good luck.” Midnight said while looking at the comic book as she starts to read. “You’re gonna need it.”

Inside the comic book Spike awakens from the shock and gets up on his feet wondering where he is as he looks over a building from a rooftop.

“Is this... Maretropolis?” Spike wondering as he looked over town through the rooftop as he is wearing a costume similar to Hum-Drum from his story.

“Somepony wanna tell me what the hay is goin' on?” Applejack asked as Spike turned around and gives a surprised look as he sees them in costumes similar to the ones in his story.

“Holy new personas, ponies!” Spike exclaimed in surprise. “You're the...Fili-Second!”He said to Pinkie who is jogging in place in a white and purple super suit. “Zapp!” He said to Rainbow Dash wearing a dark blue super suit with her mane combed up as a Mohawk. “R-Radiance!” He said as Rarity admires her costume and mane style which is covered in diamonds. “Mistress Mare-velous!” He said as Applejack smiles at her costume as she is a cowgirl superhero. “Saddle Rager!” She said as Fluttershy nervously walks up not sure what to make of her costume. “You're the... Power Ponies!“ He exclaimed in further surprise which is interrupted by the sound of a thud which is sound of an explosion of the building in front of them which draws every pony’s attention as a voice is heard from inside the dust.

“Power Ponies!” The voice said revealing to be a mare with a huge mane appearing as many large tentacles she emerges from the opening revealing herself as Mane-iac as she evilly laughs “How kind of you to join us!” She said to the costumed ponies while holding an electric orb.

“Huh?”As every pony asked confused of what she is talking about as the Mane-iac evilly laughs again.

“Did she just call us... Power Ponies?” Applejack asked the other ponies if she is hearing things correctly here.

“You're the... the superheroes from my comic book! It somehow zapped us all in here!” Spike said coming to the realization of what had just happened.

“So somepony zap us back out!” Rainbow Dash frustratingly said.

“My comic book! It said the way to get back to where we started was to defeat the Mane-iac! Your arch-nemesis!” Spike added as she pointed at the Mane-iac who is ready to attack them.

“Time for the mane event!“ She evilly laughed and threw in a pun as she threw a pretzel cart at them and then threw a mailbox right at Pinkie who screamed at the sight of the incoming object as it crashes onto the roof.

Midnight reading this couldn’t help but roll her eyes unamused at her over-the-top pun while taking interest in seeing their lives in danger as the group look to see Pinkie is nowhere in sight with the mailbox sitting where she was standing while watching them try to take on the Mane-iac but predictably their inexperience with their newfound superpowers makes it a scene of amusement for the Mane-iac as she decides to sit back on her mane and watch the show of her arch-enemies trying and failing to stop her.

Applejack trying to use her lasso ended up tying herself up to a lamppost, Pinkie Pie ended up running off, Rainbow Dash ended up summoning a tornado instead of lightning, Fluttershy predictably can’t get herself to act mean, and Rarity is trying to figure out her powers as she only managed to summon a tea set to fly right into Spike’s face.

“Masked Matter-Horn! Freeze her mane!” Spike cried out to her but to his surprise she is not in sight as Rarity the only unicorn isn’t Masked Matter-Horn. “Oh, no!” Spike then said worried and realizing they are really in trouble now. “Masked Matter-Horn isn’t in this story!”

“That’s right!” Midnight’s voice spoke through the story revealing her presence causing the ponies to be surprised to hear her as she taunts them from outside of the comic book. “If only I was around I could have made a difference in that but I’m not.” She commented while showing no remorse over the thought of letting her former friends down as Spike falls out of the tornado and sees the orb the Mane-iac held in one of her tentacles.

“The Electro-Orb!” Spike said as he places his hands on his cheeks in surprise.

“Well, this has been quite the mane-raising experience. But I really must be going.” The Mane-iac said as she rolled her eyes crazily at her mane pun again and laughs evilly with Midnight reading this from in the room and outside of the book groans in annoyance wondering if that’s the only pun she can come with.

Spike tried to get ahold of the electric orb while her back was turned and sneak away with it only to trip on his cape causing him to lose control of the orb as the Mane-iac takes notices and regains possession of it.

“Why, thank you, Hum Drum!” She evilly laughs as she makes her escape as Spike takes notice of his own costume and realizes he is dressed as the bumbling sidekick from the story.

“I'm Hum Drum...?! Oh no...” Spike said after realizing what the Mane-iac was talking about before turning his attention to the out of control tornado that sucks him back in with the other girls screaming.

Fortunately Applejack after hearing Spike out on how her superpowers work was able to free herself and destroy the tornado by closing the top of it shut causing it to explode like an overinflated balloon freeing everyone trapped in it.

Midnight watching this is finding herself amused as the Mane-iac with them trying to figure out their superpowers yet their inexperience makes it even harder for them to do but is impressed with Spike proving his worth by getting Applejack, Rarity, and Pinkie Pie to figure how to use their powers.

“That was spin-tastic!” Pinkie excitedly said as she jogged in place before running off again.

“Lemme get this straight: We've been sucked into some kind of comic-book world?” Applejack asked as she walked up to him.

“Technically, it's called Maretropolis.” Spike started while feeling the need to correct her. “And if we wanna get back to Ponyville, I think we have to stop the Mane-iac from using her doomsday device to destroy it!”

“No biggie. I was already awesome. And now we've all got superpowers!” Rainbow Dash said brushing the concern up to the sky.

“Almost all of us have superpowers... “Spike said solemnly as his role as Hum Drum doesn’t give him the ability the girls have.

“But you must have them too, Spikey-boo. Your character is wearing a cape!” Rarity said as she used her newfound superpowers to lift up Spike’s cape with a backscratcher having gotten the hang of her them now.

“Yeah, for absolutely no reason. He's pretty much useless...” Spike said unconvinced by her attempts to cheer him up.

“Come on Spike.” Midnight said with her voice echoing through the comic again. “You know for someone who managed to take on three Timberwolves on his own you disappoint me.”

“Midnight!” Rainbow Dash angrily called out to her voice. “You trapped us in here!” She said in an accusing manner.

“Oh, Rainbow Dash.” Midnight said somewhat amused. “Shouldn’t you have learned by now not to make bold accusations towards others?” She mockingly said causing Rainbow to growl in anger. “You are lucky that you are right this time.”

“But why?” Rainbow Dash asked.

“If you think about and do the math, makes sense if it means an opportunity to trap you all here.” Midnight bluntly said with some sarcasm hinted in her response to Rainbow Dash feeling the need to ask pointless questions.

“Why I oughta beat you up for this!” Rainbow Dash furiously said.

“Really? How can you when I am outside of this story and you are not?” Midnight said further taunting her with that remark. “Besides you can’t beat me even if you tried like at the wedding. Now if I were you I’d focus on dealing with the Mane-iac if you ever care to get the chance to try again which you will fail miserably again like before.” She said as her voice stopped echoing when she was done.

Once Midnight stopped talking the Mane Five and Spike come to see that Midnight was the one who trapped them there with the intent of keeping them in there.

“I can’t believe she trapped us here.” Rainbow Dash said furiously.

“Well, makes sense since we pose a threat to her plans when we regain access to the Elements of Harmony.” Rarity pointed out somewhat unsurprised as she used a backscratcher to neaten up her mane.

“But still she has got some nerve to do this to us.” Rainbow Dash pointed out still ticked at what she has done.

“Very hypocritical coming from the same ponies who abandoned me.” Midnight said taking a moment to speak through the book again.

“Forget her.” Spike said “Right now we need to focus on stopping the Mane-iac from powering up her dooms-day device if we ever want to get out of here.” He added wanting her to focus on what they have to do now.

“So the six of us Power Ponies will take care of Mane-iac, and get us back to Ponyville!” Rainbow Dash said with determination.

“Spike, where is the Mane-iac building her doomsday device?” Applejack asked.

“Her top-secret headquarters! But you'd better get there quick. That glowing orb she just stole is what she's going to use to power it up!” Spike instructed the others.

“Lead the way, Spike!” Applejack said with the same determination Rainbow Dash has.

“Then leave the rest to us!” Rainbow Dash said causing Spike to sigh at her innocently insensitive remark as he leads them to the factory.

Midnight continuing to read sees the superheroes make their way to the factory where the Mane-iac had her accident that gave her superpowers.

Before Spike could come up with a plan, Rainbow Dash went ahead and shot lightning at the factory shouting “Come on out, Mane-iac! Or the Power Ponies are comin' in!” which alerts Mane-iac and her Hench-ponies as a result. The garage door opens as Mane-iac’s Hench-ponies come out ready to fight.

“Time to Power Pony up!” Applejack said

“Ooh! Nice catchphrase!” Pinkie commented as she jogged in place.

“Admittedly that actually is pretty good.” Midnight admitted to herself as the Power Ponies engage in the fight.

Throughout the fight the Mane Five proven they have improved since the first fight. Applejack managed to take down a hench-pony by tossing his horse shoes at the incoming pony causing him to trip, fall, and slide to a stop in front of her. Pinkie Pie after eating a pie uses her speed abilities to troll a hench-pony by tapping his shoulder and moving around to confuse him long enough for her to throw a pie in his face. As Rarity easily ties one of the hench-ponies another tried to kick the burnt sign down onto her which she narrowly avoids getting hit thanks to her own quick thinking by summoning an umbrella causing the sign to rebound and narrowly hit the Hench pony in return.

“Ooh, I do so love a functional accessory!” Rarity said admiring her functional super suit.

Fluttershy on the other hoof can’t get herself angry to activate her powers causing Rainbow Dash to come to her aid to stop a hench-pony from hurting her but regardless, the Power Ponies succeeded in defeating the Mane-iac’s hench-ponies even when the timid peagsus is unable to be of assistance.

However the Mane-iac determined not to be defeated again, unleashes The Hairspray Ray of Doom. A powerful hair spray that stops any pony it comes into contact with in their tracks and renders their powers useless. Within seconds all of the Power Ponies were captured and frozen in place by the hairspray leaving Spike as the only one able to escape as the Mane-iac doesn’t spray him deeming him a useless hero unable to stop her.

Spike later makes his way through the vents to figure out a way to save his friends. But he still doubts himself again feeling they have already escaped by now.

“What am I supposed to do? I'm useless. No wonder my friends never need me to do anything important. They're the ones with superpowers. They've probably already figured out how to escape.” Spike asked himself while feeling downcast.

He then reaches the end of the air vent as he falls down on the walkway as the vent he crawled on gave out unable to support his weight. He then gives a surprised look seeing the Power Ponies still caged and frozen in place.

“Or not.” Spike said with his thoughts now proven wrong now as whenever any pony starts to unfreeze the hench pony watching over the spray is alerted and immediately uses the spray to refreeze them in place.

“Come on Spike.” Midnight’s voice spoke to him getting the dragon’s attention. “I’ve seen you in action.”

“What are you doing?” Spike asked in confusion.

“Telling you something that you need to hear for yourself.” Midnight responded casually.

“Even though your role to them doesn’t equate to what they can do, you still come through in the end like you did with Applejack and when you helped me with undying loyalty to the end. Be helpful the way Spike does and not what Hum-Drum does.” Midnight advised the young dragon encouragingly.

“You know something. You’re right!” Spike said understanding what Midnight is trying to tell him. “I'm not like Hum Drum! When my friends really need me, I do come through! And they need me now!”

As the Mane-iac gives her speech of how she is going to take over Maretropolis with a cannon powered by the electric orb she stole will unleash an energy blast so huge it will cause every pony’s mane’s to grow wild like her. Spike looks around to figure out a plan and seems to get an idea as he sneaks up to a sheet and hooks a corner on one hook then sneaks to the other side of the room with the sheet in tow and then hooks it up to the same hook as he is preparing a net to sweep up the hench ponies together. He then activates his trap when he pushes a heavy crate chained up off of the walkway causing every pony to be trapped under the blanket which catches the Mane-iac by surprise.

Midnight watching this is impressed with Spike’s cleverness and creativity while eye rolling at the Mane-iac for making the classic monologue that opened the door for him a typical over-the-top mistake for villains.

"Ugh, classic monologuing, one of the biggest mistakes you can do at the worst possible timing." Midnight uninterestingly commented.

Just as the timer rings again the pony watching over the hair-spray is caught by surprise by an incoming Spike holding onto a chain kicking him over causing the spray can to spray and freeze the nearby hench-ponies caught by the spray.

Now that the Power Ponies are no longer being sprayed they are able to shake off the spray’s effects as Rarity manages to saw open the cage to free them and engage in a rematch with the Mane-iac's goons.

Pinkie repeated tags many ponies causing them to fall over and on top of each other unable to stop her due to her super speed.

The Mane-iac is screaming at her Hench ponies to stop them yet they are unable to overpower them.

“Over there! There! There! Idiots!” She screamed and pointed at the Power Ponies.

“Well that’s what you get for monologuing instead of taking care them immediately.” Midnight’s voice spoke to her which confused her as she didn’t know where the voice was coming from.

Applejack managed to lasso a group of hench-ponies trying to escape by tying them up to a metal support beam from the ceiling leaving them dangling in mid-air. Rarity was able to make multiple cages to imprison them. Rainbow Dash summons another tornado to suck them up into them.

As Spike watches over he sees Fluttershy trying to sneak away from the fight unable to get angry.

“Fluttershy, where are you going?” Spike called out to her after taking notice she is attempting to escape the scene.

“You seem to have everything under control.” She merely answered still wanting to walk away from the fight.

“Fluttershy, we need you! You have to power up!” Spike pleaded with her to come back and fight.

“I'm sorry, it's just that nothing is making me mad.” Fluttershy apologetically responded.

The Mane-iac seeing this tries to target her with her cannon only to see a firefly fly in the way. The Mane-iac annoyed simply flicks it across the room against the wall causing it to squeal in pain.

“Oh, goodness! Are you okay?” Fluttershy said to the firefly in shock seeing this and bending down to her eye level. And that was enough to draw Fluttershy’s anger. “Are you kidding me? I mean, I know you're evil and everything, but you hurt a teensy, little, harmless firefly?! Really?! Well you're just a great, big, meanie!” The Mane-iac was taken aback by this while Midnight reading to only see that she is big trouble as Fluttershy’s voice gets deeper. “There! I said it! What makes you think you're so special?! Like the rules of common courtesy don't apply to you?! Why don't you pick on somepony your own size?!” As she talked her eyes turned red and grew into a huge muscular hulk-like pony and then roared which got every ponies attention.

The Mane-iac frantically tries to activate her device against sending a beam at Fluttershy’s direction but it doesn’t affect her as she simply roars it off and redirects it back at her causing the Mane-iac to send flying away from the device.

She then rips the machine apart piece by piece as the other power ponies look at Fluttershy surprised and amazed by what she has done. When Fluttershy sees the other staring at her she places her hooves together with smiling in embarrassment.

“My mane” The Mane-iac screamed as her mane ties her up leaving her laughing manically in defeat.

Seeing that they have won Spike triumphantly says “Once again, the day is saved by—“ Only to be cut off when all of them to be sucked out of the comic book and back to the main room where Midnight was waiting for them.

“Awesome!” Rainbow Dash exclaimed

“Whoo-ee! “ Applejack said in the same tone.

“Did you see how I was raining down a storm of justice at the end there?!” Rainbow Dash asked Applejack

“You catch how I was wieldin' that lasso?” Applejack asked Rainbow Dash in return.

“Cupcakes?” Pinkie offered the other ponies who are surprised she somehow managed to produce a tray of them.

“How did you— “ Rarity asked confused to how and where did she get them.

“Eh, we had a good half second before we got sucked back out of the comic, and the Maretropolis bakery was only sixty-five blocks away!” Pinkie nonchalantly replied.

“I'm just glad to be back.” Spike said in relief as he fell back on a nearby pillow to rest on.

“Bravo Power Ponies.” Midnight said them as she helped herself to a cupcake with purple icing surprising the ponies with her reveal that she is in the same room as them. “Quick to adapt and think on you hooves and resourceful with your surroundings. I got to say I’m mildly impressed.” She positively commented.

“And now that you’re here you are going to pay for this, Egghead!” Rainbow Dash said ready to fight her again only to be frozen in place by her magic.

“Uh-uh.” Midnight said while raising and waggling a hoof at her. “You should know by now that jumping into a fight before coming up with a plan ruins the element of surprise.” She said recalling his decision to get the Mane-iac’s attention by summoning lightning which lead to the fight that led to them being captured before turning to Spike. “I am also especially impressed with you Spike.” Midnight said with her attention now focused on the young dragon. “Seems this experience I set up for you helped you out after all.”

“Wait you mean this was all a set up to prove my capabilities.” Spike asked in surprise.

“Correct! A test that you passed with flying colors.” Midnight commended Spike.

“Why are you doing this?” Applejack asked Midnight in a demanding tone.

“Let’s call that another test to tackle, perhaps for next time.” Midnight simply replied as she immediately waves bye as she teleports herself out of the castle. As soon as she left Rainbow Dash is free from Midnight’s freezing magic.

“I don’t know about the rest of you but is any pony finding it creepy that Midnight was able to nearly trap us in there and showed up like she knew what we were up to.” Fluttershy asked the other ponies which everyone agreed by saying "Mm-hmm! “ and "Yeah!”

“Not to mention how weird it was she actually helped Spike and managed to speak through to us through the comic.” Rarity added.

“But there is one thing I don’t get. Midnight was able to cast a spell on us to send us into that comic book. So where exactly did you get that comic book?” Applejack asked Spike.

“This one I got in Canterlot at the House of Enchanted Comics.” Spike answered honestly which earned himself bewildered looks from the others.

“Well, I didn't know it meant they were literally enchanted!” Spike honestly explained himself as the other ponies walked off ahead with amused disbelief.

“I thought it just meant, like, the comics they sold there had really enchanting story-lines!” Spike tried to explain himself further to the girls before running up to catch up to them. “Hey, wait up! I'm an important part of this team, remember?!”

As soon as Spike leaves Midnight uses her magic to summon the comic book to her so she can hold it to it for safekeeping as she flies off into the distance pleased with herself seeing that her plan to get the girls to learn how valuable Spike is to the team while Spike gets to further prove his capabilities which prove crucial to their victory over the Mane-iac worked flawlessly with some advice needed to boost Spike’s confidence.

Chapter 17: Bats

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Chapter 17:

Bats

One bright and early morning Midnight is out running her errands. She is getting herself new quills, books, and exercise equipment as she spends most of her time reading and doing training exercises so she can improve on her combat skills to prepare herself to go toe-to-toe with any creature with and without magic.

She then makes her way to Sweet Apple Acres where she is greeted by Big Macintosh when she makes her way up to the barn.

“Good morning.” Midnight greeted the red earth pony.

“Hello.” Big Macintosh positively replied.

“I’m here for my usual bucket of apples.” Midnight said.

“Eeyup. Right this way.” Big Mac replied as he led her to one of apple trees in the field.

One of her stops for food includes Sweet Apple Acres for a bucket of apples as she does like their apples even though one of the family members is one of her enemies. It was fine by her because all of the times she has been there since the wedding she is usually greeted by her brother Big Macintosh who usually assists with her orders who both help each other out in getting the apples she needs. Big Macintosh bucks the trees while Midnight catches the apples with her magic.

Just as the two are working together to get the apples from the tree they heard Applejack scream “Dang nab it” in frustration.

“I’ll be back.” Big Mac politely told the alicorn with a small smile as he ran off to check up on what's frustrating Applejack.

After Big Mac ran off, Midnight secretly followed him and hid behind a nearby tree so she can eavesdrop on their conversation.

Applejack shows Big Mac some of dried up mushy apples on her hooves.

“You know what this means.” Applejack asked her brother.

“Eeyup.” Big Mac calmly replied.

“Vampire fruit bats are back!” Applejack added.

“Eeyup.” Big Mac replied in the same tone again seeing what the problem is with a simple look at the apples.

“I’m going to get some help.” Applejack seriously told her brother. “Hold down the apple farm till I get back.” She called out as she ran off.

“Eeyup.” Big Mac called out to her.

As soon as Applejack runs off Midnight quickly teleports back to her apple basket and then acts like she was waiting patiently to avoid suspicion that she was spying on them as Big Mac came back.

“Sorry about that.” Big Mac apologized.

“It’s okay.” Midnight replied to assure him it's no big deal as she and Big Mac continued to get the apples from the tree.

When they finished the two walked back up the hill so he can properly load them onto her cart.

“So…” Midnight started to speak while feeling the need to ask. “Everything okay with Applejack?”

“Yeah.” Big Mac sighed as he honestly answer the mare's question. “Expect it seems we have fruit vampire bats flying around our apple trees.”

“Fruit vampire bats? What are they?” Midnight asked out of curiosity.

“They are bats that really love apples to the point they suck them completely dry leaving nothing but dried apple skin and mush.” Big Mac explained. “Here at Sweet Apple Acres they are a serious threat to our business.”

“Like a threat that could doom the family business?” Midnight guessed through her inquiry.

“Eeyup!” Big Mac answered with a nod to confirm that she is correct. “A threat big enough to threaten our apple supply and make us struggle and stretch whatever we have left through the winter.”

“Really?” Midnight said sounding intrigued to how bad these vampire bats can be.

“Eeyup.” Big Mac said as they made it up to the top of the hill. “Hopefully Applejack will know what to do before they ruin her blue ribbon apple.”

“Applejack made a blue ribbon apple?” Midnight asked again sounding interested in hearing about this.

“Eeyup.” Big Mac answered. “A huge apple she grew for the upcoming state fair in Appleloosa that has the potential to win a blue ribbon for the upcoming state fair.”

“Sounds like she put a lot of effort into growing that apple.” Midnight said sounding impressed as they load the apples onto her cart.

“She sure did.” Big Mac said. “And would be a shame if those bats managed to sink their teeth into it and ruin all of her hard work.”

“It sure would.” Midnight said sounding like it would be unfortunate if something were to happen to it as she reached into her saddle bag and handed him a handful of bits as payment for the apples with a tip included for his help.

“Sorry to hear about that and hope your problem is resolved before anything bad happens.” Midnight said with a small smile as she made sure she had everything before turning to leave while waving goodbye.

“Thanks, Midnight and I appreciate your concern and I’m sure Applejack will be able to care of this while me, Granny Smith, and Apple Bloom check up on the produce competition.” Big Mac thanked her happily as he waving her goodbye as she turned to leave with the same smile on his face.

As she walks away, she figures to herself Applejack is going to seek Fluttershy’s help in dealing with this problem since she is the pony expert in dealing with animals in Ponyville along with the rest of her friends for assistance.

With this new development in light, Midnight begins formulating a new plan to turn this into her advantage as she thinks to herself as she heads off to continue her errands as she makes her way back to town.

She later makes her way back to her library where she puts her supplies and groceries away before setting up her new training equipment just outside the back of the library so she practice new combat skills and magic spells. During one of her personal training sessions she looks at her crystal orb to see what Applejack is up to.

She sees Applejack gathering the other girls together for their help in getting rid of the vampire bats. She explains to them of how hard she worked into growing that apple to the size it is right now and how important it is to deal with this vampire bat situation before it gets worse. Fluttershy attempts to resolve this by trying to reason with them into understanding how important that apple is to her which is something that Applejack is very reluctant on even trying thinking they can't be reasoned with.

“Um, excuse me, Mr. Vampire Bat—“ Fluttershy started to try to explain as one of the bats tosses down a dried up apple at her feet. “We were just wondering if maybe you wouldn't mind leaving that really big apple alone?” She continued to ask only to be greeted by being pelted by apple seeds by the bats causing her to retreat back to Applejack.

“Well? What'd he say?” Applejack inquired.

“Um... yes.” Fluttershy answered causing Applejack to smile with hope.

“Huh?!”

“But... it could've been a no.” Fluttershy added causing Applejack to frown hearing this.

“Oh.”

“This is the first vampire fruit bat I've ever met and, well, it might take some time for me to really understand their language.” Fluttershy said s she explained herself.

“Uh-huh.” Applejack said skeptical of Fluttershy’s approach. “And in the meantime, this pest and his vermin friends are gonna go after my prized apple and, while they're at it, every other apple in the orchard! These vampire bats are nothin' but a bunch of monsters!”

“Monsters?!” Fluttershy said in shock hearing her call them a harsh word. “Oh, that's a bit harsh, don't you think?” Fluttershy asked Applejack

“No, I do not.” Applejack firmly said before she and Fluttershy sing a song about their stance on the bats.

[url= https://www.youtube.com/watch?v=DV94KouvOls]Bats!

Midnight observing this sees that Applejack views them in her words as vermin's that needed to be given the boot while Fluttershy sees them as equals just like every other living thing wanting to compromise by giving them a sanctuary meant just for them.

Even though both sides have a point and while Midnight silently agrees with Fluttershy’s assessment, Rarity, Pinkie, and Rainbow Dash take Applejack’s side as they chant to get Fluttershy to change her mind much to her discomfort.

After they finish singing they set off to round up the bats so they can get rid of them.

Midnight then quickly goes to the library to pull out a book on vampire bats then another book on spells as she reads them she begins to see another potential opportunity as she secretly smirks to herself.

After a day of spraying around anti-bat repellent around the apple trees that haven’t had apples bitten into yet to keep the bats at bay the five go home to get some rest so they can think about a permanent solution to the vampire bat problem.

At night Midnight heads over to Sweet Apple Acres in her Celestia-sized alicorn form where using her magic she is able to gather all of the vampire bats just before they could sink their teeth into one more apple once she has all of the bats rounded up she then uses her magic to summon Fluttershy who was sound asleep.

“Fluttershy” Midnight whispered to Fluttershy in her ear which caused Fluttershy to slowly awaken.

“Wake up sleepy head.” Midnight told Fluttershy as she opened up her eyes and saw Midnight flying above her causing her to gasp in fright and cover her eyes not wanting to believe she is awake.

“This is all just a dream.” Fluttershy she said to herself “This is all just a dream.” She repeated to herself.

“Oh is it?” Midnight asked her while evilly smiling. “Then I guess you could say the same to these fruit-infesting bats.” She replyed as she showed them the captured bats in her magic aura causing Fluttershy to gasp in horror.

“You let those poor bats go now Midnight.” Fluttershy angrily demanded the powerful alicorn.

“Or what?” Midnight asked unfazed by her suddenly assertive behavior.

“Or I’ll give you the stare.” Fluttershy responded with fierce determination.

“Oooh.” Midnight said mockingly with faux fright. “The Stare. I’m so scared. Ooh. The stare.” Midnight said laughing off Fluttershy’s threat.

Fluttershy then grits her teeth angrily and performs her stare on Midnight while also performing it on the bats without realizing it. Seeing this she still pretends to be scared by Fluttershy’s stare like Discord.

“No, no!” Midnight cried out as she used her magic to send a reflection of her magic’s light into Fluttershy’s eyes who still managed to not blink while still glaring at Midnight who then smirks then laughs at Fluttershy who is left surprised to see the stare is unaffecting her.

“Nice effort for you to stand up to me with that move.” Midnight said impressed with Fluttershy’s bravery yet unimpressed thinking she could actually defeat her with that. “Too bad I’m immune to that like Discord.” She said as her magic aura let the bats go free. "And I am an all-powerful alicorn."

Immediately after saying that, Midnight blasts Fluttershy to nearby tree knocking her unconscious.

By the time Fluttershy comes to she has taken a vampire-like appearance with fangs in two of her upper front teeth with her peagsus wings look vampire-like wings who then proceeds to suck up the juice of many apples nearby while Midnight watches from the distance in the shadows smirking that her plan to trick Fluttershy into using the stare against the bats into not eating apples and transferring that desire and vampire traits into Fluttershy while tricking her into thinking she was dreaming this as she ends flying back to her cottage to her bed and by the time she wakes up she really believes that she suffered a nightmare when it actually happened.

Midnight satisfied seeing that she succeeded, teleports away back to the library now back into her normal alicorn form so she can go to bed while now eager to see what happens now when the others go out on their next stakeout.

The next morning, Midnight pulls up her crystal orb so she can see Applejack ready for apple bucking again.

“Apple Bucking Day, take two!” She said as she awaits the upcoming sunrise. “Yee-haw!” She said in excitement as she trots down the hill ready to buck some apples off of trees that bats haven’t gotten to yet. “Time to collect those juicy, sweet apples!”

She bucks another tree of apples and while she got some good apples she still got apples that have been bitten into, dried up, and turned to mush, and it has apparently gotten worse as she sees more mushed up apples are lying down on the ground causing her frown in anger seeing this as she then gathers the rest of the Mane Five at the farm shortly afterwards to show her what happened and so they can prepare to round up the vampire bats so they can kick them out.

“We need to take more extreme measures.” Applejack told her friends as she showed the others the rotten apples on the ground.

“I hear ya, Applejack! C'mon, everypony! Let's track down those vampire bats!” Rainbow Dash responded ready to follow Applejack's lead as she led the group to where the vampire bats resided while Midnight is patiently awaiting the surprise they are about to come across.

But when they met up with them and to their surprise they find that they haven’t bitten into a single apple as they just sit on the trees with a loss of appetite and when Rainbow Dash offers one who is reading a book an apple he just swats it away which lands on Rarity’s horn causing Applejack to find something is off with this scenario.

“What in tarnation?” Applejack asked in surprise seeing this. “Something’s wrong here. There are apples that have bitten into yet not a single bat has sucked a single apple dry.”

“But if the vampire bats aren't eating your apples...” Rarity wondered out loud.

“Who is?” Rainbow Dash asked ending the question as she flew over to Fluttershy. “Do you know of any other creature that might be capable of this?” She questioned Fluttershy if she has any possible ideas of how this could have happened.

“I’m sorry?” Fluttershy apologized as she looked away. “I don’t.”

“Well then this means only one way to find out. By catching whoever it is in the act.” Applejack said as she pounded her hoof into the grass with fierce determination.

“And how do you propose we do that?” Rarity asked.

“A stakeout!” Applejack answered. “Everypony, let’s meet back here when night falls. Then, we’ll find the vermit who has sucking my family’s apples dry and put an end to this mystery.”

Everypony agreed with this proposal expect Fluttershy.

Midnight watching this puts her crystal orb away as she goes outside to train some more as she readies herself for the next part of her plan.

The following night, The Mane Five meet up together and start off patrolling the apple orchards all walking together while unbeknownst to all of them Midnight is secretly spying on them in her Celestia-sized form hiding behind some nearby trees.

“The witching hour... “ Rainbow Dash said to Fluttershy in a spooky tone as an owl hoots.

“Maybe we should just call this off.” Fluttershy nervously suggested. “Not sure about the rest of you guys…” She said distracted by a sight of apple which caused her drool at the sight of it. “…but I'm really hungry.”

“Oh, Fluttershy, it'll be okay.” Rarity reassured Fluttershy as she walked up to her. “Don't forget, darling, we're all in this together.”

“That's right. Nopony leaves this orchard until we've solved this mystery. Agreed?” Applejack said to every pony present with determination to catch the mysterious apple bandit.

“Agreed!” Every pony expect Fluttershy said in agreement as they turned to different parts of the woods.

“Does everypony have their pony signals?” Applejack asked every pony where Rarity uses the magic aura from her horn which produces a bright blue light in the sky with her cutie mark on it and Pinkie produces a flashlight of her own producing a light with her cutie mark on it. “Now remember, Pinkie Pie, only use the signal if you see somethin' suspicious.” Applejack reminded Pinkie of when it’s okay to give the signal.

“I got it. Something suspicious...” She said to Applejack while briefly shining the light in her face causing her to fall over disoriented by its shining glare before her mood turned into a more serious expression looking around for suspicious activity before noticing Fluttershy sniffing at an apple.

“Whatcha doin'?!” Pinkie shouted at Fluttershy who immediately snaps to attention to walks ahead with Pinkie following behind her suspiciously.

“Alright, now everypony split up. We'll each patrol our own row of the orchard. Whoever or whatever's destroyin' my apples has gotta be here somewhere.” Applejack instructed the others before every pony separated to patrol separate parts of the orchard on their own.

While all this is going on Midnight secretly snuck around the orchard focusing her attention on Fluttershy as she awaits her transformation back into a vampire bat.

“I have a bad feeling about this. A really bad feeling about this...” Fluttershy said to herself as she eyed another apple. “That apple... It looks... so juicy... and sweet...” She said as her eyes entered an entranced stance as they turn red and as she drools again and slurping her tongue at the sight of the apple as one of her fangs regrows.

Midnight seeing her transformation secretly produces magic from her horn and sends some magic at Fluttershy to speed up the transformation and with another desire to kill those who get in her way intending to try to have her try to kill her friends.

As Pinkie was patrolling she heard an apple crunch.

“What was that?” Pinkie exclaimed in surprise as she turned her attention to the direction of the sound.

She gasps when she sees an dried up apple core on the ground.

“Suspicious!” Pinkie happily said as she giggled. “It’s pony signal time!” She added while holding up her flashlight only to drop it as Fluttershy immediately flew by at a fast speed.

Midnight secretly follows Fluttershy while casting herself an invisibility spell so no pony can see her as she flies over Rarity so fast she couldn’t make out what she saw and spooked her to the point she decided to check up on Rainbow Dash who thinks she saw some shadow in the distance then flew over to tackle it only to end up tackling a scarecrow instead.

Unbeknownst, to her Fluttershy is watcher her from the shadows with Midnight secretly observing behind her in the shadows too before flying to another apple to suck it dry catching Applejack’s attention who gasps in shock at the sight and raises her flashlight in the air to get every pony’s attention who meet up with her as they see a huge yellow bat curled up hanging upside down from a tree as Pinkie shines her flashlight at Fluttershy.

“Suspicious!” Pinkie said to the bat who opens her wings to reveal herself to them as Fluttershy in her vampire bat form who hisses at her surprising all four ponies at the sight of her transformation as she sucks the juice out of a another apple.

“Fluttershy?” Pinkie asked her as she shined the flashlight in her eyes who simply stares at Pinkie. “Yoo-hoo! Fluttershy!” She asked Fluttershy who simply hisses and tries to bite in her response causing Pinkie to lose her balance and fall off the tree as a result.

“That's not Fluttershy... That's Flutterbat!” Rarity frighteningly corrected Pinkie.

“Uh... Fluttershy, sweetness, please come down, and... do stop being a vampire bat.” Rarity nervously asked Fluttershy only for her to hiss again in response as she got herself another apple to slurp, suck on, and spit back out.

Rainbow Dash took a try by flying up to her so she can knock some sense into her.

“Fluttershy! It's me, Rainbow Dash! Why don't you cut the bat act and come on down?!” Rainbow Dash shouted at her only for Fluttershy hiss at her and send Rainbow a distance away from her before attempting to charge at her to bite her which Rainbow Dash narrowly avoided causing her to fly away from her in fright.

“Whoa!” She exclaimed before flying away and back to the others. “Maybe we should just let her come down when she's ready.” She said before flying for her life from an angry Flutterbat before flying at top speed to lose her.

“Flutterbat on the loose! Run for your lives!” Pinkie Pie screamed as she dug a hole in the ground.

“Pinkie Pie, calm down! See? She's back on her... branch.” Applejack told Pinkie while pointing to her back hanging upside down on her tree.

“She's just biding her time! Waiting for the right moment to pounce!” Pinkie Pie frighteningly responded unconvinced by Applejack's reassurance which is something that she is actually right about as they are unaware of what Midnight has done to her.

“Pinkie Pie, bats don't eat ponies. Not even vampire bats.” Applejack reassuringly tried to explain to her.

“But maybe vampire ponies eat other ponies! I'm not taking any chances!” Pinkie responded still unconvinced as she quickly dug deeper into the hole and tunneled her way out of the farm underground.

“How did this happen? That's what I don't understand.” Rarity asked in confusion.

“Oh, I think I can answer that.” Midnight's voice spoke as she revealed herself from emerging from the nearby bush with a devious smirk on her face surprising the others hearing the voice of their former friend again and in her Celestia-sized form again approaching them.

“Midnight!” Rainbow Dash exclaimed surprisingly and angrily.

“So you’re behind this.” Applejack asked her in the same tone as Rainbow Dash.

“Once again you are correct!” Midnight answered Applejack's question with complete honesty. “Although it’s no brainer my appearance will give away that why Fluttershy is now a vampire bat but how is where you’ll be most surprised by.”

“What did you to poor Fluttershy?!” Rarity angrily asked her as she gets ready to charge at her.

“Simple.” Midnight calmly replied to Rarity’s angered response. “By getting Fluttershy to perform the stare against the bats while I casted a spell to transfer the bat's desire to eat apples off of them and onto her.”

“Why did you do this to her?” Applejack angrily asked her. “What did Sweet Apple Acres do to you?”

“Nothing.” Midnight still calmly replied. “Your brother was kind enough to help me with my apple orders that I have nothing against your family and after hearing about your bat problem I figured I’d try to help you out there.” She explained.

“By casting a spell on Fluttershy to do your bidding.” Applejack asked her still angry at her for doing so. “By turning your own friend into a vampire bat for the sake of ‘helping’ me.”

“Don’t go pointing hooves at me.” Midnight responded unfazed by Applejack’s anger while asserting that getting mad at her won't solve her problems “I am helping you, my own way of course. And you know the funny thing about this is that if had just heard Fluttershy out and listened to her, this all could have been avoided. Bats like ponies are equal to and ponies that seem evil at first glance can be deep down good inside if you take the time to get to know them better.”

“How would you know about what Fluttershy wanted?” Rainbow Dash asked her suspiciously of how she could know about her and Applejack’s argument on the bat problem.

“Because I’m a pony expert and Fluttershy is the type of pony that cares for every creature no matter what they appear to be.” Midnight casually responded to Rainbow Dash's question.

“Well, you certainly made a mistake showing your face around here because you’re due for some payback.” Rainbow Dash angrily said as she charged at Midnight who simply smiles and stays put and before Rainbow Dash could attack her she is suddenly pounced on by Fluttershy who tackles her to the ground and beats her down into unconsciousness and finishes her off by biting her on the wing.

Seeing this causes Applejack and Rarity to gasp in shock seeing Fluttershy do that to her friend even more so than learning that Midnight had just cast a spell on Fluttershy to make her this way.

“If I were you, I’d run while you still can because I forgot to mention the part where the spell I cast has her more than willing to attack and bite you if provoked especially trying to harm those she cares about including her master.” Midnight told Applejack and Rarity while still sporting an evil smirk as Fluttershy stands up with her wings spread out ready to attack as she glares at them.

“Flutterbat, Attack!” Midnight commanded Fluttershy causing Applejack and Rarity to scream and run for their lives as Fluttershy flies towards them to attack them.

“Have fun!” Midnight darkly commented on the sight of seeing her former friends getting attacking by Fluttershy.

Applejack and Rarity are both screaming and running for their lives as Fluttershy flies down to try to bite them which they barely dodge as they split up and run in opposite directions and then immediately ducked in nearly bushes to shake Fluttershy off of their tails.

Fluttershy having flew up to where the two ponies disappeared then flies off to find the other ponies while Midnight flies over as she sees the two regrouping once they are certain they are safe shortly after Rainbow Dash having regained consciousness caught up with them. Although she has lost quite some blood from the bite and is left a little woozy unable to fly in the air long like she did earlier leaving her in no shape to fight anymore.

Midnight seeing the group all together now gets Fluttershy’s attention and motions her to attack them again by directing a hoof at their direction.

“Hit the deck!” Rainbow Dash cried out as Fluttershy swoops in causing every pony to nearly dodge her as she flew ahead causing them to run after her with hopes of saving her from the descend of darkness like Twilight.

“Follow that bat!” Pinkie said as she led the others off into the last known sighting she was seen in.

As the ponies run off, Midnight flies over to Fluttershy to offer her another apple as a token of gratitude for what she has done so far who simply sucks up all of the juice from it with determination to kill them to which Midnight evilly smirks seeing that she has taken Rainbow Dash out of the fight again with three ponies remaining well two since Pinkie is too scared to even confront her now as Fluttershy ears turn into more bat-like ears as her transformation into a vampire bat is growing even more.

After losing track of where Fluttershy went the three ponies stopped to catch their breath expect Rainbow Dash who simply walks since she is in no condition to run or fly with the amount of blood she lost.

“I can't believe we lost her!” Rarity said spooked of what had just happened.

“Oh, Fluttershy, where are you?” Applejack worriedly wondered as Midnight and Fluttershy observed them from the shadows. Midnight looking at Fluttershy nods her head motioning her to attack again.

Fluttershy seeing them swoops in to do so nearly biting Applejack just barely dodging her in the process as she sweeps in and grabs another apple with her teeth and bites into it before swooping in again to repeat the same attack.

“Look out! Whoa!” Applejack screamed as every pony ducked to avoid getting apple seeds spit onto them while leaving behind another sucked up apple which lands in front of Rainbow Dash’s hooves.

“If she keeps this up, your whole crop will be gone in no time!” Rainbow Dash told Applejack as she walks up to her.

“That's the least of my worries. I just want my friend back.” Applejack responded in a way saying that her primary concern is putting others needs before her own.

“We'll never get her back unless we corner her and catch her so the spell Midnight cast on her can be reversed.” Rarity said. “But the only pony who can reverse the spell is Midnight herself who will never agree to do so as long as she is out for our flesh and blood.”

They continued searching for Fluttershy before eventually finding her on the ground just in front of them.

“There she is!” Applejack told the others in a hushed tone.

But before any pony could do anything else Fluttershy turns and sees them, hisses at them and flies towards them biting Pinkie Pie before flying off.

Rarity and Applejack gasp seeing Fluttershy do that to Pinkie Pie as falls to the ground weaken from the bite.

“There she goes!” Applejack said as she flew off.

“Oh, this is no use. I think the only way we're gonna catch her is if we find a way to lure her closer to us.” Rarity told Applejack seeing that trying to catcher is much harder than they anticipated.

“But even if we can lure her to us, how're we gonna get her to stay still long enough for you to do reverse Midnight’s spell if you can at all?” Applejack questioned Rarity pointing out that her magic is nowhere near Midnight's level.

“Aww, if only we had Fluttershy to do her Stare on the Flutterbat and Twilight wasn’t evil to perform her spell on her.” Pinkie said seeing the situation is looking grim right now.

Hearing this gives Rarity an idea. “That's it!” she said smiling.

Midnight witnessing this sees that they are going to try to have Rarity perform the reverse spell on Fluttershy and undo her corrupting magic with the help of Applejack’s prize winning apple. Midnight simply has a look of disbelief thinking that plan would work since it was just pointed out to them that Midnight is the only pony who can reverse the spell since she cast it in the first place. Yet regardless, she has a calculated expression on her face as she is formulating a new plan in her mind to deal with this.

“Okay, let's get our friend back. Action stations!” Applejack instructed the others as Rainbow Dash lifted the blanket covering the huge apple of as Applejack pulls out cutting knife.

“So much for having the winning apple in the Appleloosa State Fair, huh?” Rainbow Dash asked Applejack who sighed “Yes.” in response but was more concerned with getting Fluttershy back as she cut into the apple with some juice and its scent leaking out of the apple. The scent catches Fluttershy’s attention as Rainbow Dash having enough strength to flap her wings to push the scent of the apple towards Fluttershy who flies towards the apple while hissing at Applejack and Rainbow Dash’s direction.

“She's coming!” Rainbow Dash said in a hushed tone as Fluttershy approaches but before she could bite into the apple Applejack kicks it away to reveal a hidden mirror which stops Fluttershy in her tracks who then turns away to shield her eyes from it only to be looking at another mirror held by Pinkie Pie who had just enough strength to do so. She turns away again only to be facing another mirror held up by Rarity with her magic but before she could try to cast her spell, Midnight has already cast the spell herself wrapping Fluttershy around with her magic around Fluttershy transforming her from a vampire bat to a normal peagsus again as her teeth and ears are returned to normal.

Every pony is surprised by this as Fluttershy falls to ground completely exhausted and drained of energy as they look to see Midnight still holding onto Fluttershy with her magic who is now deep in her sleep.

“You know while I applaud your efforts, you still disappoint me as you still tried to attempt a plan even knowing that the only pony who could reverse the spell was me.” Midnight commended them while berating them at the same time for not thinking things through.

“However, seeing that you Applejack, having learned your lesson after having a good portion of your apple orchard and your prize winning apple sacrificed for the sake of your friend, I see now I no longer need to kill you and the others anymore.” She said as she placed Fluttershy down on the ground still in a deep sleep with her magic.

“Until next time.” She finished as she disappeared with a bright flash of magic leaving the other ponies speechless that she willing performed the reverse spell to turn Fluttershy back to normal as if what had just happened was punishment enough.

Needless to say, all four ponies are relieved when Fluttershy wakes up now back to normal.

“Oh... where am I?” Fluttershy asked every pony greeting her with cheers in relief.

“Thank goodness you're okay!” Applejack said to Fluttershy as she hugged her.

“But... what happened to me?” Fluttershy asked in confusion.

“You turned into a vampire pony!” Pinkie Pie said as jumped right in front Fluttershy with Applejack right behind her very annoyed but her lack of sense of personal space.

“I tried to eat ponies?!” Fluttershy asked after gasping in shock.

“Of course not!” Pinkie lied to Fluttershy to try to avoid upsetting her.

“Uh, yes.” Rainbow Dash bluntly said ignoring Pinkie's attempt to not sugarcoat what she just did. “Because you bit me on my wings and bit Pinkie Pie.” Rainbow said while showing Fluttershy her bitten wings showing that she lost some blood from the bite. “And tried to kill us.” She added.

“I did? Oh my gosh I’m so sorry!” Fluttershy apologized to Rainbow mortified at what she had done to her friend.

“It’s all right, it’s not your fault since Midnight was the one who cast the spell on you do this in the first place.” Rainbow Dash comfortingly said to Fluttershy.

“Wait? So I really did do the stare on the vampire bats.” Fluttershy asked again before realizing what she thought was a dream was real and that Midnight tricked her into performing her stare against the vampire bats and casted a spell on her to turn her into a vampire bat. “Oh my.” Fluttershy again said mortified realizing what she has done under Midnight’s influence before flying off crying to her home ashamed of herself.

Shortly afterwards, the four ponies quickly follow Fluttershy with Rainbow Dash being carried by Applejack and Pinkie Pie as she is still too weak from blood loss to run. They manage to catch up to her at her cottage where they come across her crying on her couch very upset with herself having already cried a puddle of tears.

“Fluttershy darling, it’s okay. It wasn’t your fault.” Rarity sympathetically tried to console her as she approached her and brought her in for a hug.

“But I still nearly killed you all.” Fluttershy said between sobs. “Especially you Rainbow Dash.”

“Fluttershy, you were under Midnight’s spell.” Rainbow Dash said to reassure her she is not at fault. “You had no control over your actions because of her.”

“But I also ruined your apple supply and your prize apple for the fair.” Fluttershy still cried to Applejack very mortified with herself.

“I’m not too worried about the apples.” Applejack reassuringly told Fluttershy as she placed a comforting hoof on her shoulder. “What’s really important to me is that you are okay now and it is all over.”

Fluttershy sniffled a little bit touched hearing that she has more value to her than her apples.

“And to tell you the truth, none of this would have happened had I listened to your suggestion instead of letting my drive to get rid of them get the better of me.” Applejack added apologetically.

“So I have decided to listen to your suggestion about building a sanctuary just for the bats.” Applejack told her. “And I would really love your help in building it for them.”

“Really?” Fluttershy asked having calmed down a bit. “You mean it.” She asked with a smile

“Yes I do.” Applejack firmly replied.

Hearing this causes Fluttershy to smile and hug her for hearing out and forgiving her for what she did.

“And don't forget, with the bats having their own apples the seeds they leave behind will grow into even bigger and better apple trees.” Fluttershy happily told Applejack the bright side of having a vampire bat sanctuary.

“Does that mean what I think it means?” Rainbow Dash eagerly asked as she placed her hoofs around Applejack and Fluttershy.

“Yup! More cider too.” Applejack confirmed to Rainbow Dash

“Yea-he-heah, whoo!” Rainbow Dash celebrated as she flew into the air.

Later the next day after building the bat sanctuary at Sweet Apple Acres the Mane Five later head back to Fluttershy’s cottage having Spike summoned so they can he write about this experience in their new friendship journal.

“Okay, got the part about the spell, Fluttershy turning into a bat, building a sanctuary... “ Spike said as he written down in the journal.

“Be sure to put in there that I came to see that my short-term solution was a little short-sighted.” Applejack added as he leaned down to Spike’s eye level.

“And that you shouldn't let anypony pressure you into doing something that you don't think is right.” Fluttershy also added as she leaned down too causing Applejack to blush in embarrassment. “Sometimes you have to tell even your closest friends 'no'.” She concluded as she lifted her head up as everyone nodded in agreement.

“Wow, I can’t believe Midnight did that to you just so Applejack would learn a lesson from this.” Spike said in surprise of Twilight’s most recent evil act.

“I mean seriously, what is Midnight’s deal?” Rainbow Dash asked confused why Twilight would do that to the ponies she used to value as friends.

“Well she is Midnight now and doesn’t seem to value us as friends anymore.” Rarity explained the best she could about Twilight while sounding a little choked up about what has happened to her. “After all she is under the alicorn amulet and dark magic’s influence which is affecting her ability to tell right from wrong.”

“That is true, but once she is free from all that corrupting dark magic she will see that we really are her friends and will be more than willing to forgive us.” Applejack responded agreeing with Rarity’s assessment. “Now, how about we celebrate our stronger than ever friendship with a nice, ripe, juicy apple?” She asked and presented Fluttershy with another apple to enjoy only to be interrupted by Pinkie wearing fake vampire teeth in her mouth.

“Stand back! I vant to suck its juuuice!” Pinkie said in a vampire accent before attempting to bite into the apple only for the vampire teeth to fall out of her mouth causing Pinkie to grin in embarrassment.

“Please don’t do that.” Fluttershy told Pinkie Pie in a embarrassed and serious tone not wanting to be reminded of her actions as Flutterbat as she couldn’t stop crying over what Midnight did to her and what she made her do to her friends.

Unbeknownst to the six, they were all being spied on by Midnight through her crystal orb from the library who is pleased to see that her plan worked out as she managed to trick Fluttershy into performing stare on the bats, turning her into a vampire bat, scared Pinkie to near-death, injured both Rainbow Dash and Pinkie Pie, all to successfully teach Applejack a valuable lesson as she now is in the kitchen making apple treats from Applejack’s prize winning apple which she secretly stole from behind her back.

“Well, I gotta to admit to myself, Applejack’s apples are real prize winning treats especially all of apple pies and treats I will get to enjoy out of all this.” Midnight said to herself as she munches on an apple fritter and chuckles to herself literally enjoying the delicious taste of victory.

Author's Notes:

In this chapter, we see Midnight taking things to a darker level as she creates the Vampire Bat epidemic by tricking Fluttershy into peforming the stare against the bats so she can cast a spell to transform her into a vampire bat in an attempt to get her to attack her own friends all for teaching Applejack a lesson of her short-sighted eyesight on approaching problems.

With what Midnight had just did in this chapter will leave many wondering of how far she is go to achieve her goals to which the far reaching extent won't be shown until much later in this story as drives deeper into villainy as carries and uses all of that dark magic.

Even though Midnight could have had Fluttershy kill them, the reason she didn't is because she still needs them alive for her upcoming plans as we get into the part where the keys needed to re-access the Elements of Harmony come into play which will start in the next chapter.

Chapter 18: Rarity Takes Manehattan

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Chapter 18:

Rarity Takes Manehattan

Ever since her recent attacks on the Mane Five, Midnight has been doing research on the keys so she can figure what they are and be able to get ahold of them before they can use them to access the Elements of Harmony to defeat her. What she definitely knows about them is that the mysterious keys have a rainbow sparkle in them in mysterious objects and that the element bearers eyes give the rainbow shimmer whenever they learn a lesson regarding living up to the element. She has just put magic into her crystal orb so she can use it as a scanner to let her know when one of the objects is nearby.

She also learns that the Mane Five through her secret spying are going to Manehattan for Rarity’s fashion week competition with Spike accompanying them so she can please her crush even if it means putting up with Rarity’s huge load of luggage from her home to the hotel they are staying at during their stay in Manehattan much to her annoyance of Rarity’s treatment of Spike as a servant rather than a boyfriend who really cares for her.

Unbeknownst to them Midnight is secretly following them deciding to go onto to the trip to Manehattan as her orb senses the hidden key for the element of generosity is there secretly spying on their conversation from inside the train and has set up a plan for Rarity there.

“There you are, Rarity! That's the last of your bags.” Spike said he finishes towing up the load of luggage Rarity asked him to carry

“Actually, Spike, I've got one last pile of bags, over there. Won't you be a dear?” Rarity asked him while pointing her hoof towards another pile of luggage much to Spike’s surprise.

“Sure... I'll be a dear.” Spike reluctantly agreed with hints of annoyance in his voice as he strains to carry the bags to the train.

“An entire week in the fabulous city of Manehattan! Plus, all of my very best friends there with me!” Rarity said in excitement.

“Of course we'd all come along to support you during Fashion Week, Rarity!” Applejack said in a joyful tone.

“Not that you'll need it. We're sure you'll win. “Fluttershy added delightfully causing Rarity to squeal in further excitement.

“I can't begin to tell you how excited I am that you'll all be there with me! However...” She said as she pulled tickets out of her main suitcase Perhaps I can show you... “

“What's that?” Applejack asked as every pony looks at them having no idea what they are.

“Ooh, ooh, ooh, I know! A paper fan!” Pinkie guessed waving her hoof up.

“No, it's—“ Rarity started to correct Pinkie before being interrupted.

“A magic trick! You know, where I pick a card and remember what it is and then you put it back in the deck so you can't look at it and—“ Pinkie again guessed before Rarity decided to walk past her to show them what they really are.

“These are tickets to the hottest musical on Bridleway!” Rarity explained.

“You couldn't mean Hinny of the Hills... “Applejack said in a hopeful tone. “Because that show's been sold out for months! Or could you?!” Applejack asked with a grin.

“I could. I do.” Rarity said the same grin Applejack sported causing her to gasp in excitement.

“Oh, Rarity, you didn't have to do that, but... since you did...” Applejack cheered in a loud hop as the other girls joined in expressing their appreciation and excitement of Rarity’s gift to them

“This trip is fun already! I love jumping up and down! Whee-hee!” Pinkie Pie expressed enthusiastically.

Midnight observing this sees that while Rarity is busy preparing for Fashion Week the other girls are also going to be busy having fun in Manehattan giving Midnight more self-assurance that getting ahold of that key will be a snap.

“Oh, believe me I am already looking forward to this trip especially if it means getting that key no problem with all of you out of the way.” Midnight said to herself as secretly watches them hop up and down in excitement.

After getting over their excitement they all boarded the train as Midnight makes sure they don’t see her by staying out of their sight as the train makes its way to Manehattan.

Once they arrived at Manehattan, the girls left the train first while Midnight was one of the last ponies to leave to train as she decides to secretly follow them to the hotel they will be staying at undetected as she managed to a room next door to them by pulling some manipulative strings with the hotel manager while showing that Rarity isn’t the only pony who can manipulate other ponies for her own gain.

On the way to the hotel, she pulls out her crystal orb so she scan for the mysterious key while ensuring the Mane Five don’t catch her spying on them watching their conversation from the distance.

“Come along, ponies! I found us a place to stay only a block from the train station in the very heart of this glorious metropolis!” Rarity said as she directed the ponies to follow her to the hotel enthusiastically.

“Hey, look! That's the theatre where Hinny of the Hills is playin'!” Applejack said as she pointed out to the theater with many ponies in line causing the ponies to awe in amazement.

“Wow, Rarity! How'd you manage to get us seats for tomorrow night?” Pinkie asked.

“Oh, I gave some designs to the costume designer, so he pulled a few strings.” Rarity casually explained like it is no big feat.

“Cool!” Applejack, Pinkie Pie, and Rainbow Dash said in amazement.

Midnight simply rolls her eyes sarcastically saying to herself. “You’re not the only pony who knows how to pull a few strings around here.” As she is personally thinks of herself as a much better manipulator than the unicorn herself.

“That is what makes Manehattan so splendid and amazing. You do something nice for somepony, and then you never know when they'll do something nice for you!” Rarity said as they continued walking down through town.

“So then you can do something nice for us!” Applejack added as she gets the idea of how things work in Manehattan.

“Like get us in to see Hinny of the Hills!” Fluttershy added in acknowledgement.

“Which is only the best musical in all of Equestria!” Rainbow Dash excitedly commented.

“It must be good if Rainbow Dash is impressed. Normally she doesn't even like musicals.“ Applejack commented.

“I know. Ponies just bursting into song in random places at the drop of a hat? Who does that?” Rainbow questioned in hypocritical disbelief.

“Uh, all of you ponies many times.” Midnight said to herself as Rarity breaks out into a song about generosity and showing her generous nature many times throughout her song starting by getting Spike who has been struggling to carry her heavy luggage a carrot on a hot dog bun with condiments from a nearby vendor for him only for it to be snatched by a bird much to his annoyance.

“Oh, Manehattan, what you do to me

Such a huge bustling community

And there's always opportunity

To do the friendly thing

If some are grouchy, pay no mind

Surprise instead with something kind

Lo and behold, you may just find

A smile is what you bring.”

Rarity sang as they all make their way through town while Midnight not about to let that bird take something away from him uses her magic to freeze the bird in place as she took off and take the carrot dog back from the bird and give it back to Spike much to his surprise as he looked around wondering how it happened as if another nearby unicorn was watching behind her before seeing Midnight who gives him a serious expression to keep quiet about her appearance here while winking at him to let him know she’s got his back.

Next they all arrive at the hotel where Rarity gives a diamond to the luggage carrier as a generous act of gratitude for his services. The group decides to go on a cruise on the yacht as he takes their stuff to the hotel while Midnight secretly follows figuring she let them lead her to the key she is looking for while keeping a close eye on them.

“Generosity, I'm here to show all that I can give

Generosity, I'm here to set the bar

Just sit back and watch how I live.”

She sang along the way.

During the cruise to the statue of liberty island she watches Rarity continues to sing about her passion for generosity as she allows a random tourist to sight see through the binoculars he had planned to see as they came up to it at the same time and gives another tourist who is suffering from the cold breeze her pink scarf.

After the cruise the ponies all made it back to the streets of Manehattan as Rarity continues her song of generosity.

“Some may say,

"Rarity,

Don't be so big-hearted and bold

Treating strangers like they're friends

This town's too big and cold"

But this is how I play my cards

I'm not about to fold

Where I see a frown, I go to town

Call me the smile patrol.”

“Well it is advice you probably should take to heart.” Midnight said to herself as she watched while hiding behind nearby buildings. “After all, there are those you can advantage of you if you’re not careful.” She said thinking Rarity should exercise caution of who she should and shouldn’t be generous to as she sees Rarity accidentally bump into a pony causing him to drop his paper. But Rarity made up for her mistake by buying him a flower for his hat.

“Oh, Manehattan, what you do to us.”

Rainbow Dash sang joining in on the song.

“What if you find a Gloomy Gus?”

Fluttershy sang as she pointed to a frustrated and complaining pony pointing to a broken wheel on a taxi cart.

“It's no intimidatin' thing.”

Applejack sang as went under the cart and lifted it from her back.

“Just be kind without a fuss.”

Pinkie Pie sang as she placed a hoof on the taxi cart carrier causing him to smile as Rarity continues to sing while using her magic to repair the broken wheel.

“Generosity, I'm here to show all that I can do

Generosity, you are the key

Manehattan, I'm here just for you

Just for you.”

Rarity finished singing as she jumped onto a lamppost before looking up in the sky with her friends before looking at a nearby dress shop while Midnight spies on them from right around the corner of the store.

“To think my dresses could soon be displayed on the most glamorous shopping thoroughfare of the most glamorous city in Equestria! Oh, it would be my dream come true!” Rarity sighed happily while dreaming of soon having her work displayed like the dresses in the store.

“Is there anything left to do we can help you with?” Applejack asked with a helping hoof.

“Hm, nothing I can think of.” Rarity thought before responding. “The dresses are all completely finished, all made from a fabulous new fabric I've been developing for months. Stretchy, but not clingy. Shimmery, but not showy.”

“Sounds amazing.” Fluttershy complimented.

“There's nothing left for me to do but check in at the runway with my dresses by two this afternoon.” Rarity calmly told her friends.

“Oh, that's funny. Because that clock over there makes it seem like that's only ten minutes from now!” Pinkie said while pointing to a clock on one of the city’s tallest buildings that tells them that it is 1:50 right now.

At that moment, heavy rain clouds formed, thunder boomed, with rain falling down from the sky. Midnight always prepared had an umbrella on hoof to shield herself from the rain.

“Oh, my ribbons and threads. And the runway ballroom is all the way across town! If I don't get there, I'm disqualified!” Rarity said with instant panic as she screamed for a taxi. “Taaaaxiii!”

As Rarity runs off, Midnight laughs to herself seeing Rarity freak out seeing it as payback for blowing her concerns to the sky in return when she worried about her late friendship report to Princess Celestia.

“Oh, no! We've gotta help her find a cab, now!” Fluttershy said worriedly.

“I’m on it!” Rainbow Dash said with determination to help her out as she flew to a nearby taxi cab. “Hey, buddy! Is this cab taken?”

“The line ends back there, "buddy”!” A pony irritably with a cherry cutie mark tells Rainbow Dash showing him a long line of ponies who are also waiting for a cab.

“Huh? What? Does everypony in this town want a cab?” Rainbow Dash asked with confusion seeing the many ponies waiting for a cab.

“I'm afraid getting a taxi at this time could prove almost impossible!” Rarity said seeing that getting a cab on short notice is going to be very difficult while holding a newspaper over head as an umbrella.

“Please won't you let her have this taxi? She has somewhere very important to be right away!” Fluttershy politely pleaded with the first pony in line for a taxi.

“Not likely! She can get in line like the rest of us!” The business pony gruffly refused as many other ponies in line angrily complain.

“Oh, it's no use! The cab drivers just drive right past to get to the next pony in line!” Fluttershy said to herself as she sat on the curb seeing these ponies won’t listen to reason as Applejack and Rainbow Dash sit by her on the curb.

At that moment just luck would have it the taxi pony that Rarity helped mended his broken wheel came around in front of the group ready to help her.

“New wheel works like a charm! So now which of you nice folks are hoppin' in?” The pony asked as Rarity quickly hops in.

“Fashion runway plaza in seven minutes. Can you make it?” Rarity asked.

"Hang on!” The pony said as he ran off as fast as his legs could carry him.

“Ta-ta!” Rarity said to the others as her ride took off.

“Whew, that was close.” Spike said to the girls as he got himself another carrot dog causing the others to nod in agreement.

“Anypony else got a sneaking suspicion we're forgetting something?” Spike asked feeling they are missing something but everyone realizes what it is.

“The dresses!” They all screamed in realization as they ran off back to the hotel to get them.

“Wow, talk about poor timing and planning.” Midnight said to herself amused at Rarity’s sightseeing the big city caused her to nearly forget about the main reason why she was really here only to be reminded at the last minute and forgot the dresses she made for Fashion Week.

Midnight would then make her way to the Fashion runaway plaza on her own with a simple teleportation spell with a light up to her horn. When she gets to Fashion runaway plaza she casts the invisibility spell on herself so no pony will see her sneaking around as she secretly teleports to where all of the fashion designers are meeting and sees Rarity arriving with seconds to spare with the dresses she has made for Fashion Week thanks to her friends quickly getting them to her on time.

"I made it! And with seconds to spare!" Rarity sighed in relief. "Hello, everypony. Pleased to meet you all." She greeted the other designers.

"Rarity, I presume." A pony with gray fur and a pink mane and tail wearing a pink jacket and gold earrings addressed her.

"You must be Prim Hemline, the host of this grand event. How do you—?" Rarity started to greet her until being interrupted by her.

"Miss Rarity, how is it that all your competitors are here half an hour early, and yet you arrive seconds before we begin?" Prim sternly asked her as she approached her.

"Uhhhh... Just... lucky, I guess." Rarity nervously answered as she chuckled in embarrassment.

"Once we're done here, you're to finish setting up backstage, so you'll be ready for your run-through appointment." Prim announced to all of the ponies in attendance before turning her attention back at Rarity. "You show your designs last. We keep to a precise schedule, so let's try to be more than a few seconds early, hmm?" Prim added as she continued to sternly reprimand Rarity for her late arrival as she turned back around again to walk by the ponies from behind. "Tomorrow is the contest to see which one of you gets to stay to meet top designers all across the city. The rest of you must go home early. So sad. Dismissed!"

As soon as Prim turns to leave all of the ponies immediately make their leave as Rarity looks at her enclosed dresses as one of the fashion ponies with a pink coat of fur, a purple mane and matching tail, with a bright blue ascot, and three buttons for her cutie mark sticks behind to greet Rarity.

"I'm so glad you made it, Rarity!" Suri greeted her as she approaches her.

"Me too, but everything just seems to keep working out!" Rarity replied relieved that she was able to get in here in time.

"Don't you remember me? Suri Polomare from the Ponyville Knitters League?" The pony asked her as if they already know each other.

"Oh, yes, of course, of course!" Rarity happily remembers what she is talking about. "I– I thought you looked familiar, but I couldn't place it." She added as she stretches her right back hoof up for a moment. "You haven't been back in years!"

"Because I moved here to make it in the big city." Suri laughed for a bit before continuing. "Okay?"

"Oh, good for you, Sur— " Rarity complimented before being cut off as Suri hugs her.

"Ooh, it's so good to see you! And now here we are, competing!" She laughed as she looks at dresses as they break up from the hug. "Okay?"

"Yes, yes. Well, good luck!" Rarity kindly returned as she turns around.

"Oh, I don't need luck. Would you like a hoof with your things?" Suri offered.

"Why, thank you so much!" Rarity gratefully accepted as the two made their way to the studio.

As the two ponies head off, Midnight secretly follows them as she sees as whole Fashion Week as an opportunity for her.

"My, your collection is gorgeous!" Suri complimented on her purple dresses as she observes them.

"Oh now, I'm sure your collection is equally lovely, if not more so!" Rarity kindly returned as she thought nothing of it as she levitates a bundle of blue fabric with her magic.

"It's alright, but nothing like this." Suri noted as she circled around Rarity's dresses. "Take my culottes, for example – they are simply crying out for just the right accent, but I haven't the slightest notion where I—" Suri stops herself when she gets an idea. "Actually... just a touch of this fabric could be perfect with it. W– Oh, hey, would you mind terribly if I took a swatch?" Suri asked with a light grin as she holds up one of the corners of the dresses.

"Oh, not at all! Here, I have loads extra." Rarity assured Suri what she is asking is no big deal as she levitates some fabric in front of her.

"You're sure?" Suri felt the need to ask again to make sure it's okay with her.

"Positive!" Rarity once again reassured her as she hands her the fabric as she turns away to get ready for Fashion Week. "Oh, well, it's been wonderful getting caught up, and I don't wish to be rude, but I must finish my preparations and I am a bit late as it... is?" Rarity politely tried to finish up her conversation with Suri only to find that she quickly left immediately after being given the fabric.

Midnight watching this sees that her plan is going accordingly as she knows what Suri is going to do now that she has what she needs to prepare for Fashion Week.

One week earlier...

A knock is heard at the apartment door as Suri approaches from the other side and opens it only to find nopony around only a letter left behind with her name on it. Curious, she opens and reads which says.

Suri,

If you're looking for any award-winning fashion ideas and fabric you should definitely try getting ahold of Rarity's. After all she is going to be competing against for Fashion Week. And if Rarity questions you, you can definitely and honestly say that this was all your design. After all, it was one of the Manehattan ways around here.

As Suri finishes reading the letter she now has the idea to copy Rarity's designs and pass it off as her own planted in her mind as she smirks now knowing that she has a opportunity at the shot of winning first place at Fashion Week with this anonymous tip as she walks back inside and closes the door after her.

From around the corner, Midnight peeping her head out to secretly spy on her the entire time smirks seeing that she is taking her advice to heart as she turns away ready to see Fashion Week unfold.

Later she makes her way back to the stage where all the designers are showing their work to Prim who observes from the stands as Midnight still invisible sits herself on one of the very back seats as Suri walks up to present her literally copied and fabricated work to her as a pony with a bright blue mane and matching eyes and tail, a hat with a feather cutie mark, a light gray fur coat, wearing a purple collar with a red tie and matching flower in her mane walked up to roll up the dresses so Suri can present them to the audience.

“It's stretchy, but not clingy. Shimmery, but not showy. And the entire line is in the same adorable pattern. It works on everything from skirts to tops to shoes.” Suri explained to Prim Hemline who applauded her work.

“Oh, bravo! I've never seen anything like it!” Prim Hemline commended Suri as she began to walk offstage proud of herself.

“Yeah, neither have I, only you didn’t come with that design.” Midnight said to herself and correctly analyzed what was happening when Rarity confronts her by saying.

“You stole my fabric!” Rarity angrily accused Suri who simply laughs it off.

“I didn't steal it, okay? You gave it to me, 'member?” She said as she simply walked by.

“I gave you the fabric for accents! Not for your whole line! And how could you possibly make all of those outfits out of it so fast?!” Rarity corrected her of what she meant the fabric was for while questioning her ability to get them all done so fast.

“Fast? Hah!” She laughed as she pointed at the pony pushing the cart out of the room. “Coco Pommel here took practically forever.” She pointed at the pony who hung her head hurt by that remark. “Nearly got me completely disqualified.”

Seeing this causes Midnight to narrow her eyebrows while glaring at Suri.

“Well, I wanted to make sure you'd win, so I took the extra time to—“ Coco tried to explain before being cut off by Suri.

“Quiet! I pay an assistant to sew and get coffee, not talk. 'Kay?” She said to Coco harshly.

“How could this happen?” Rarity gasped in disbelief at being taken advantage of as she turned away.

“Aw, sweetie, don't blame yourself.” Suri said as she places a hoof around her shoulder. “It takes some small-town fillies a while to learn it's everypony for herself in the big city, m'kay?”

Rarity hurt by this runs off crying.

“Hope you realize how fortunate you are to have me as a mentor.” Suri said to Coco as she walked up to her before speaking to her harshly again. “Now get me some coffee.”

This caused Coco to run off scared while Suri walks up to her cart of dresses to push them out of the room.

Midnight watching this can only shoot an angry glare at Suri’s direction for being a bad boss to her assistant as she decides to personally take action as much she dislikes Rarity she hates Suri even more for what she has done for being a cheater and an arrogant blowhard even though she planted the idea in her in the first place.

She starts by using her magic to trip Suri as she walked away just so she can wipe that smug grin off her face.

Once she was out of the room she teleported herself to the bathroom where she dropped her invisibility cloak for the moment to catch up on what the others were doing.

She saw the other ponies and Spike getting back from a fun day in Manehattan where they come across an upset Rarity from having her designs stolen and manage to help her by working tirelessly on her new line of fabric.

“Good to see these ponies are keeping busy by having fun!” Midnight commented. “So do I while I focus on more important things.”

At that moment she heard hoof steps approaching the bathroom causing her to recast her invisibility spell so no pony will see her.

It was Suri again as she went inside to freshen up. As she walked in she said to herself. “I am a genius. By tricking that overly generous pony into handing me her fabric, I have essentially won the judges over and ensured that she will be the one copying me when she presents those dresses at the competition tomorrow.” Suri said while powdering her nose. “Ponies like her are so gullible. I could probably trick her into getting banned from Fashion Week for good if I can get her create a scene during my presentation.

At that moment, Midnight grabbed ahold of the powder and dumped it all over her causing her to cough as a result and wonder how that happened as she heard Midnight’s voice speak “Then I guess I could probably tell you how much a fraud you really are.”

Hearing this causing Suri to scream as she ran out of the bathroom in fright at what she heard.

“Ghosts!” She screamed as the room is now covered in powder.

Midnight smirked enjoying pulling pranks on this arrogant pony as she fully deserves it. She then quickly teleports out of the room and back to the hotel now fully visible as she made her way to her room so she can go to bed and get some rest.

Before she goes to bed she hears Rarity yelling at her friends to keep working. Apparently they have been working non-stop since Rarity came back and haven’t had one single break to eat or even relax as Rarity yells at them for being ungrateful for everything’s she done even though they are getting exhausted from constantly working without a break. Interested to see what was going on she pulls out her crystal orb to observe what is going on in the opposite room.

“Applejack! Sew these pieces together according to that pattern there!” Rarity instructed Applejack while pointing to the designs on the table next to her.

“You said if we skipped dinner at the Far-Afield Tavern, you'd order a meal for us while we keep working.” Applejack brought up.

“Don't fret. It'll be here in an hour. That's not going to be a problem, is it?” Rarity irritably asked every pony.

“Well, we're supposed to be watching Hinny of the Hills by then...” Rainbow Dash also brought up with hesitation in her voice.

“Oh! I see! I go out of my way to get you tickets for a show, and this is how you repay me?” Rarity said as she picked up a cloth from the floor and tied it up around a dress form as a bow. “By abandoning me in my hour of need?” The ponies hesitantly lower their heads as if they are silently saying no but we have been working non-stop causing Rarity to take offense to this as if they are being ungrateful. “Oh, oh, oh! Fine! Go and see Hinny of the Hills tonight!” She yelled while slamming her hoof onto the ground. “And then tomorrow morning when you come to see my fashion show without any fashion to show, you can have more entertainment! “Oh, why look, there's our friend Rarity going down in flames! Isn't friendship magic?!" She said as she placed her hooves around Pinkie and Rainbow necks as she yells in their faces.

“Rarity, calm down. What's gotten into you?” Applejack carefully asked her.

“What’s gotten into you?!” She accusingly yelled at Applejack while pointing a hoof at her. “Oh, go ahead! See your little show! Congratu-pony-lations, fillies! Sounds like you've all figured out already it's everypony for herself in this town!” She yelled and slammed her hooves into the ground again before storming out of the room as every pony still continues to work on sewing up her dresses without further question.

“Harsh!” Midnight commented stoically. “I always wonder how they manage to stay friends after all that. That’s how you lost my friendship with all of you.”

She puts her crystal orb on her night stand and then tucks herself in bed as she puts on earmuffs so she doesn’t have to hear sewing machines disturbing her peaceful sleep as she prepares herself for tomorrow's events at Fashion Week.

The next morning, Midnight woke up well rested and as she took off her earmuffs she heard Applejack saying in relief.

“There. That's the last of them.”

Hearing this causes Midnight to correctly deduce that they have been working all night to get them done when she hears Rarity burst out the room.

“Finally!” She exclaimed as she rushed out of the room with the cart of recently made dresses in tow.

“You're welcome!” Applejack angrily called out.

“Wow, some friend.” Midnight said to herself sarcastically “And yet you still go out of your way to help her out even after the way she just treated you.”

After waking up and combed her mane up herself she went down to get breakfast before heading off back to Fashion Week.

Once she got to back to the plaza where Fashion Week is being held again she cast her invisibility spell again so she can explore freely without being caught and thrown out for being in the building without permission.

She secretly made her way to where the runway is just in time for Suri’s presentation.

“Let's have another round of applause for Suri Polomare's amazing collection.” Prim Hemline spoke to the crowd with Suri by her side as every pony cheers for her while Rarity sighs in disgust.

“That fabric! So original!” She said while Midnight rolls her eyes while saying to herself “Well just you wait until you see what Rarity has just come up with.”

“And now, Rarity from Ponyville with her brand new line – and I mean "brand new" – Hotel Chic.” Prim presented Rarity’s model wearing a bright blue dress with keys around the sash around the waist, a light green bow around her neck with a purple lamp cover like hat.

Ponies watching this were liking what they are seeing as they are excitedly impressed as they took multiple pictures as more models came onto to the walkway including a model wearing a purple and yellow dress, a model with a bright blue dress with purple ribbons and one more model with a yellow dress presenting themselves to the crowd.

Midnight observes Rarity’s reaction as she flies over to her.

“Oh! They're liking it!” Rarity said impressed with herself that she was still able to pull this off with a short time frame. “I think I may have just won this thing! Oh, I can't wait to celebrate with...” She started to excitedly say until she sees that her friends aren’t in the crows watching. “My friends. They didn't come. What have I done?” Rarity said with a horrified realization as her eyes give the rainbow shimmer.

“Well, you just did what you thought was important by ensuring you are doing whatever it takes to get the victory you deserve.” Midnight said to herself taking notice of Rarity's eyes at that moment as Prim Hemline walks by her side to congratulate her.

“Rarity, they all adore you! Aren't you going to tell them about your fabulous pieces?” Prim Hemline commended Rarity

“I have to go.” Rarity said with instant panic on her face.

Seeing her leave so soon causes her and the crowd to gasp in surprise.

“This is unheard of!” Prim called out in her direction as she ran out of the room.

“I don’t understand this.” She said to herself. “What’s gotten in her and just before we could tell she won.”

At this moment Midnight dropped her invisibility cloak as she appeared right behind Prim.

“She won?” Midnight questioned catching Prim by surprise.

“Oh my Celestia!” Prim said in surprise as everypony gasps in surprise by her sudden appearance.

“Princess Midnight!” One of fashion judges gasped in awe as every pony bows down to her then took many pictures of her with their flashing cameras.

“Oh, please. That wouldn’t be necessary.” She humbly said while a waving hoof up not finding it necessary. “And forgive me for interrupting. When I heard about Fashion Week I thought I’d drop by to see the amazing fashion designers for the competition and didn’t want to raise too much attention over it.”

“And I can tell you this has been quite a show with many ponies show impressive designs especially Rarity and Suri.” Prim said impressed with what she has seen.

“Really?” Midnight said sounding impressed by of their designs. “You know there is something about Suri’s fabric that I find very interesting.” She said as she approached Suri’s work.

“And what’s that.” Suri asked intrigued to hear praise from the Princess.

“About how stretchy, but not clingy. About how shimmery, but not showy it is.” Midnight commented while placing a hoof on one of the dresses.

“Oh yeah, pretty impressive huh?” Suri said with smug smirk.

“It is.” Midnight complimented. “So tell me, just how did you come with this design.”

“Oh well, a good designer never reveals her secrets, but it was mostly a last minute idea.” Suri responded while dodging around the truth.

“I see.” Midnight said while seemingly buying that response. “As well as the fabric too.” She inquired.

“Yes.” Suri simply responded.

“So tell me how exactly did you get this fabric on such short notice.” She further pressed Suri for the truth. “I mean there is no way you could have had this fabric suddenly appear on your table instantly. Some pony had to have given it for a good cause.” Suri suddenly grows nervous realizing where this conversation is going while Prim is confused of what she is talking about as she finds herself slowly losing her cool under the princess's presence and glare. “Come on, you can be honest with me. It is very much encouraged as it is one of the Elements of Harmony as well as generosity like the pony who most likely was generous enough to give you that fabric in the first place for help for your accents.” Midnight added as Suri grows more and more uncomfortable realizing she knows the truth. “Because truthfully, I can’t think of another pony as generous as Rarity would be nice enough to give you that fabric.”

“I-I don’t what you’re talking about.” Suri said backing away under instant panic only to be stopped by Midnight who uses her magic to freeze her in place causing murmurs from the crowds wondering where this is leading.

“What up with the instant panic.” Midnight calmly asked. “Is there something you’re trying to hide about it?”

“No there is isn’t!” Suri quickly and defensively shouted. “Rarity did give me that fabric, but the designs were all mine!”

“Okay, then you also wouldn’t mind showing me how you came up with that design all on your own and that quick.” Midnight pressingly asked again. “Unless of course you really didn’t come up with this and just happened to copy her designs and claim them as yours.”

“Yes it is true!” Coco stepped forward and answered causing many ponies to gasp in shock at this revelation. “She did copy Rarity’s designs.” Both Suri and Prim are shocked and surprised by this as Suri is left betrayed while Prim is just in complete disbelief that Suri would stoop to stealing Rarity’s ideas.

“Coco, how dare you lie in front of the Princess!” Suri angrily scolded her.

“So you are telling me that being honest to the princess while lying to cover your flank is wrong?!” Coco angrily asked and fired back leaving Suri surprised seeing her stand up to her. “The fact that I had to put up with you making me make those dresses off of Rarity’s designs on top of treating me like a doormat is something is just something I’m supposed to take.” Coco further added.

“So these dresses aren’t Suri’s designs and she didn’t come up with that fabric on her own.” Midnight asked Coco before directing her attention to Suri. “Well this is surprising because I thought a designer like you would come with their own designs.” She said sounding disappointed yet unsurprised. “Well I suppose I can’t blame you since Rarity is much more amazingly talented at fashion.” She added before turning to Coco “Thank you very much for your honesty, Coco.”

“Suri Polomare!” Prim said outraged at this development coming out into the open. “I can’t believe that you actually did that! This is so unheard of even by a pony like you.” Suri nervously gulped seeing that the jig is up. "Not only are you disqualified, but you are also banned from Fashion Week for the rest of your life.” She continued while raising her voice in her anger before calling to a couple of huge and muscular ponies at the doors. “Security!” The security guards quickly ran up to her right behind Suri. “Please escort Suri Polomare out of the building as she is no longer allowed on Fashion Week premises ever again.” She calmly and firmly told them. The security guards nodded at the request and instructed Suri to gather her belongings before leaving.

“And just so you know, I quit!” Coco called out to Suri as she is lead out of the room.

As soon as Suri is gone, Midnight turns to Coco with an impressed smile on her face. “That was very brave of you. It takes a lot of courage to stand up for yourself and tell the truth like that.” She commended as she approached her.

“Thanks, princess.” Coco said with a blushed smile. “I just couldn’t put up with her putting me through all this and making me and Rarity miserable like that.

“And by doing so you exposed Suri as the fraud she was in this competition and ensured that she didn’t get away it.” She reassuringly added of how much doing the right thing is great as she places a comforting wing on her shoulder. “It’s tough, but ultimately doing the right thing is the right way to go about it.”

“The princess is right.” Prim complimented Coco on her bravery while looking a little flabbergasted on being completely fooled like that. “When I first saw that fabric I was really impressed yet I didn’t realize until now that I should have looked more closely at the fact that the true designer’s work would have been able to come up with a design on their own, something that only they could have come with. Yet I didn’t quite see that with Suri’s work to see that she copied that off of Rarity.”

“It’s okay.” Midnight reassured her. “Looks can be quite deceiving at times. And it does take a close inspection to truly highlight and undercover the truth behind it.”

“I know and believe me starting next year there are going to be a lot of changes to ensure this doesn’t happen again.” Prim said with stern determination in her eyes as one of the judges handed her a trophy with Rarity’s name on it. “But since you’re here do you think you get her this trophy to her personally?” She kindly asked the princess.

“Of course.” Midnight agreed to the request.

“Also could you give this present to Rarity as well?” Coco added as she handed her a gift-wrapped box.

“Of course.” Midnight repeated without hesitation. “Also If I could be of help, I think if you talk to Rarity she might consider offering you a new job now that you are no longer Suri’s assistant.” She advised the young mare.

“Thanks. I’ll think I will and tell her how generous she is and how amazing you are.” Coco complimented the princess and thanked her for the advice.

“Think nothing of it.” Midnight humbly said as she turned to leave. “Just consider me looking out for every pony’s need without asking much in return. Nice meeting every one of you.” She said waving to the audience as she leaves the room who wave excited cheers as other security guards restraint them from invading her personal space as she walks out of the room.

During the walk down she secretly opens the book to see a rainbow colored spool of thread which gave a reflective shine. It’s the key of generosity and she now has it.

In order to make good on her word that she will give them to Rarity she uses her magic to summon another spool of thread and paint to the exact same color as the one she plans on keeping by pulling the old switcheroo tactic. Once she has painted the spool exactly like the key and made sure the paint quickly dries she puts it into the box and made sure it sealed and wrapped up neatly to ensure she doesn’t suspect that it has been tampered with.

After making her way down to the lobby she sees Rarity at the front desk ringing the bell to get the receptionist’s attention.

“I need a moment with Prim Hemline. I have to rush back to Ponyville, but I just wanted to thank her first for the opportunity to present my work at Fashion Week and to apologize for running out on every pony like that in the middle of the show.” Rarity explained and asked.

“I’ll see what I can do.” The receptionist answered to her question. “I might be able to since she was impressed with your designs.”

“Oh I think she will hear you out loud and clear considering you won.” Midnight said while approaching the front desk surprising both mares.

“Princess Midnight!” The receptionist bowed with respect while Rarity is completely caught off guard. “What a surprise to see you here.”

“So was every pony at the competition.” Midnight casually responded before focusing her attention on Rarity who is left speechless at her sudden appearance.

“B-but but…What are you doing here?!” Rarity asked still in shock.

“Just dropping by to see the main event of Fashion Week. I even managed to see your work too and it was a fascinating presentation especially given how you were able to come with your work at the last second.” Midnight answered before presenting her trophy and gift box. “So amazing that hear that you have been awarded first place.”

“What?!” Rarity asked still in shock. “I won?!”

“Yes you did.” Midnight again answered with a calm yet dark smile as she made her way to the exit. “You can thank me later.”

As she walked out of the building she simply walks by Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, and Spike who are surprised and shocked to see her here as well as she teleported away after she made her way outside.

She teleported to the theater where Hinny of the Hills were playing and seeing that they are still in town decides to watch their show since she still has time before she leaves and the show itself was wonderful to her as well as the staff being very willing to accommodate her for her princess status which Midnight politely tells them their over-the-top gestures won’t be necessary.

After the show she headed back to the hotel as she began packing her things and then looked at her crystal orb to see what the Mane Five were up and they were watching an exclusive showing of the Hinny of the Hills as Rarity managed to get them to do so just for them in exchange for designing their costumes for their next show. Rarity has also made up with her friends seeing that she came to realize how badly she treated them and that they only missed the show because they overslept.

“True friends through and through.” Midnight said unsurprised that they would forgive her just like that. “So predictable with them as if nothing will break apart their friendship.”

She then she’s Coco walk into the theater room to speak with Rarity.

“Mind if I join you?” Coco asked as she stood just inside of the room.

“Sure. Come on down.” Rarity started at first surprised yet was willing to hear her out as she approached the group.

“You’re probably wondering why you got first place.” Coco started to explain. “Well for starters even with Suri’s cheating you still won the competition.”

“Oh, then what’s more to this story?” Rarity inquired.

“Well, shortly after you ran off, Princess Midnight showed up to personally see the show.” Coco started to explain as the Mane Five register confused looks. “She somehow correctly analyzed that Suri copied your designs and confronted her over it. I ended up exposing her when I realized she knew the truth and the jig was up.”

“But why?” Rarity asked in surprise. “I thought you liked worked for her.”

“Not really after the way she treated me throughout the years I’ve worked for her.” Coco sighed as she looked away. “I've worked for Suri for so long, I started to believe that it really is everypony for herself in this town. Until I saw how generous you were with your friends and how generous they were with you. It made me start believing there was something better for me out there and it took the Princess’s encouragement for me to finally realize it and stand up for myself.” She said before facing Rarity. “And now thanks to my honesty, Suri is now not only disqualified but banned from Fashion Week for life.”

“Wow! That was pretty brave of you to do that.” Rarity said amazed with what she has just heard.

“I know that’s what the Princess said to.” Suri said with a smile.

“Yeah, if there’s one main thing I can share about honesty is that while it is not easy but it is ultimately the right thing to do in the end.” Applejack added encouragingly as Rarity thought for a moment and then smiled.

“Hm. I suppose you'll need a job now that you're no longer with Suri.” She said as Coco’s head nodded yes. “How would you like to work for my friend making all the costumes for his next show?” She offered causing Coco to grin and nod yes in response.

“Thanks!” Coco said gratefully. “I really have to thank Princess Midnight since she also encouraged me to talk to you about offering me a job.”

“Midnight recommended me to you?” Rarity asked in surprise again hearing this as only she and her friends know the truth about Midnight yet every other pony sees her as a hero looking out for everypony’s interests that secretly has a hidden villainous agenda up her hooves.

“Yeah, because she told me how generous and talented you are.” Coco complimented.

Hearing this causes the Mane Five to register completely confused looks at hearing their former friend give one of the ponies she hates praise on top of exposing Rarity’s fashion rival but where able to hide it from Coco after a quick second of shock.

Shortly afterwards, the Mane Five would make their way to the train station while Midnight decides to teleport back home to the Golden Oaks Library.

During the train ride home the Mane Five would voice their concerns over Midnight’s most recent appearance.

“I don’t know about the rest of you but something is off with this.” Rainbow Dash started the conversation. “I mean with Twilight's appearance at Fashion Week.”

“Yeah and how she exposed Suri and praised me.” Rarity added while agreeing with Rainbow Dash. “I mean she must have had a reason for coming here. It’s not like her to just randomly show up like that.”

“Not to mention how creepy it is that Midnight somehow knows where we are all the time.” Pinkie added. “I swear that pony is up to something and it can’t be good.”

“But what?” Fluttershy asked.

“That’s something we’ll have to find out in time.” Rarity could only respond as she too doesn’t know the answer to that question as well.

“Well, I wanted to get a head start on obtaining when I really came for.” Midnight said to herself while watching their conversation as she held up the reflective rainbow-colored spool of thread. “And thank you Coco for handing me the key to their victory.” She said sincerely yet sinisterly to illustrate that while she does have ulterior motives for coming to Fashion Week she meant every word she said to Coco and does care about her well-being.

Midnight would then turn to her portrait of her just recently crowned removed it from the wall to reveal a safe behind it that can only be accessed from her magic alone as she opens it to place the spool in there for safe keeping. Once it is safe and secure she locks the vault and puts the portrait back into place as she turns back to her crystal orb smiling that she now has one key under her control with five more to obtain and she plans on being there to get them before they do as her heart glows.

Author's Notes:

The search for the keys begins as like in canon the girls have no idea where and what they are except for Midnight herself who really knows how to find them. And as I stated in the previous chapter this is the reason why Midnight didn't have the girls killed when she had the chance as they have to learn lessons about living up to their elements in order for her plan to obtain the keys to work.

Also I have also added in the part where Suri gets her comeuppance for those who didn't like her getting off scot-free for her actions in the canon episode.

So with that said you can expect Midnight to have the events where Applejack, Rainbow Dash, Pinkie Pie, and Fluttershy learn their lesson about living up to their elements manipulated into her favor as she stays a step ahead of them like she did with Rarity in this episode in order to succuessfully get ahold of the keys before them without them realizing it.

And yes, you'll find the girls quest is going to be very tough considering Midnight always knows what everypony else is planning.

So for now enjoy this chapter as I try to get the next one up during the weekend as the key hunt arc for Season 4 continues.

Chapter 19: Rainbow Falls

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Chapter 19:

Rainbow Falls

In the days following her visit to Mane-hattan, Midnight continues spending her time training and practicing her magic spells and combat skills in preparation for the Equestrian Games. At the same time Rainbow Dash, Fluttershy, and Bulk Biceps are training for the upcoming aerial relay event at the Equestrian Games as well.

Rainbow Dash while a little uncertain since Fluttershy is a shy and timid peagsus and Bulk Biceps is muscular yet has small wings remains confident that her team will qualify.

After walking inside the library after another successful personal training session she sees her crystal orb has sensed another key is nearby. It is currently in the town of Rainbow Falls where the tryouts for the game are being held. Seeing this, Midnight goes forth to make plans to going over there by heading over to the train station to get herself a ticket so she can secretly join the others for their trip to Rainbow Falls while continuing her training exercises in private while monitoring them up them close while she searches for the key she is looking for.

On the train ride over there, Midnight sits in a seat near the back of the train cart wearing sunglasses, a black hoodie with her hood up to obscure most of her face, and matching black sweat pants so none of ponies would recognize her. From afar she can hear and witness a couple of peagsus’s respectively approach Rainbow Dash as she watches the scenery from her window seat with Applejack sitting next to her.

“Good luck, Rainbow Dash!” The blue peagsus called out to Rainbow. “Sorry we couldn't fly with you on the Aerial Relay, but the air sprinters needed us too.” Helia apologetically added.

“Too bad we can only compete in one event.” The black peagsus sighed apologetically before he continued. ”But rules are rules.” She added before they turned to walk away.

“Good luck!” Applejack told them as they walked off before turning to Rainbow Dash “It was nice of you to be part of the team that doesn't have... uh...” She paused mid-sentence while briefly looking at Bulk Biceps’s small wings “the strongest flyers.” She finished somewhat awkardly to avoid being blunt on describing her teammates.

“Nothing nice about it. I know that I can pick up the slack for anypony. With me on the team, we'll qualify. I'm sure of it.” Rainbow Dash confidently assured her friend still not worried about their qualifying chances causing Applejack to roll her eyes amused.

“Ponyville is very lucky to have you.” Applejack complimented.

“Yeah, I'm pretty awesome.” Rainbow Dash proudly complimented herself nonchalantly like she knows it.

Fluttershy who is sitting in the seat behind them strains and gasps as she struggles to free herself because Bulk Biceps is sitting in her seat “I am so proud to be representing Ponyville.” She started to express her excitement before interrupting herself with her straining as she failed to free herself as she held up her Ponyville flag. “Oh, it's such an honor to even try out for the Games. I just hope I don't let anypony down.”

“We'll make them proud!” Bulk Biceps yelled out before being pushed out of her seat by an excited Pinkie Pie wearing her cheerleader uniform.

“'P' is for 'proud'! We're gonna be the best fans anypony has ever seen!” She excitedly said as she jumped onto the bench.

“Ooh. Can't wait to see what everypony else is wearing.” Rarity eagerly said from behind them “Even though I am absolutely sure they won't be better than the Ponyville uniforms I'm designing for the Equestria Games.”

“And we will make it to the Games once everypony carbo-loads on my apple brown bettys.” Applejack added as she held up one with her hoof.

“I can't wait!” Pinkie Pie said still excited as the train continues to make its way to Rainbow Falls.

“Neither can I.” Midnight silently said to herself with a smirk on her face. “Once I obtain what I’m looking for.”

The train shortly made it to its destination as they approached a village with a stream of rainbow-colored water with the water coming from the clouds among multiple rainbows that appeared in the sky from multiple clouds through the village.

Shortly after the Mane Five got off the train Midnight was one of the last to leave the train as she started to explore the village. As she walks around she sees many ponies prepping up for the tryouts. Some are stretching, some are lifting weights, some are doing push-ups, and others are flying around. For these ponies it is a big day for them to be able to get the chance to qualify for the opportunity to compete in the games.

Some ponies upon seeing Rainbow Dash look on in awe given she is well known for being one of the fastest flyers in Equestria.

“There's Rainbow Dash! She's an awesome flyer!” A brown peagsus commented.

“I heard that she's flying the last third of the relay, which means everypony else is gonna have to be way ahead to beat her!” The peagsus next to him commented as Midnight watched as well.

“I’m not going to lie but Rainbow Dash is one tough flyer to beat.” Midnight commented as they watched her and her friends set up their tent as a distant boom as heard from the sky.

“Oh, the Wonderbolts!” The brown peagsus said in awe as they flew down in front of Rainbow Dash.

“I hear they're flying for Cloudsdale.” The same female peagsus commented as they landed. “Then Cloudsdale will definitely qualify. They're the best flyers ever.“

“And the game is on!” Spitfire said with a grin.

“Hah, nice to see there's some real competition here!” Soarin said as he removed his goggles.

“Two more days of practice, then we'll see you in the air, Rainbow Dash!” She said as she approached Rainbow Dash and placed a hoof on her shoulder. “If you're lucky.” She added as she and the other Wonderbolts walked off as Applejack approached her from behind.

“The Wonderbolts know a winner when they see one, and we'll be winners just as soon as we practice! Right team?” He said confidently while looking at Fluttershy and Bulk Bicep.

“Right.” Fluttershy gleefully answered.

“Yeah!” Bulk Biceps again yelled out.

“Hooray!” Pinkie happily cheered out as she blows a party hooter causing awkward silence between them.

“And, um, I'm with her! Hooray!” Applejack said with some attempted enthusiasm which Rainbow Dash frowns at before catching their attention to Cloudsdales cheerleaders practicing their routine.

“Give us some clouds! Give us some dale!” The girls cheered as they did cartwheels to pass by each other. “And what do you get? Cloudsdale! Woo-hoo!” The girls cheered as they tossed up confetti in the air.

Pinkie Pie gasps very interested by the pompoms the girls had.

“Where can I get pompoms like those?!” She eagerly exclaimed as she ran off ahead while Midnight herself would head in the direction of the Wonderbolts tent where her orb senses the next key is having a plan ready to go as she watches them practice for their qualifying trail run.

Soarin, one of the Wonderbolts was flying around in the air practicing for his relay trail run by finding through the rainbow rings as Fleetfoot barks out orders to her teammate.

“C'mon, Soarin, pick up the pace! You can do better than that!” She yelled out.

“I sure hope so.” Spitfire added as she was getting a massage.

“Practice, practice, yay, practice!” The Cloudsdale cheerleaders cheered out which drew Soarin’s attention as he took his goggles off of his eyes which wound up distracted him as he approached and upcoming ring causing him to clip his wing as he flew through the ring courtesy of Midnight's magic unbeknownst to any pony.

“Whoa!” Soarin screamed as he fell to ground at an impeding speed.

Everypony gasps in shock seeing Soarin about to have a crash landing.

Reacting quickly, Midnight flies up at fast speed as she swoops in to catch her.

“Aaaaah! Help!” Soarin screamed as he was about to hit the ground before being caught by Midnight on her back who manages to fly down before safely landing on the ground and helping him off of her back.

“You okay?” Midnight asked Soarin.

“Yeah. Thanks to you Princess Midnight!” Soarin happily replied while recognizing her.

Surprised by Midnight’s appearance every pony happily cheers for her spectacular save as both teams approach the two.

“Awe-some!” Fleetfoot congratulated.

“As good as a Wonderbolt, Princess!” Spitfire complimented.

Both Rainbow Dash and Fluttershy are both stunned and surprised at Midnight’s appearance wondering what she is up to now.

“You’re welcome.” Midnight humbly accepted Soarin's gratitude as she took notice of his wing which wasn’t looking good. “But your wing?” She added as she pointed at his wing.

“Uh, my wing hurts, but I-I'm sure it'll be okay by the competition.” Soarin tried to reassure her despite worried looks from both Spitfire and Fleetfoot as a siren is heard as a medical pony carried a stretcher cart for Soarin to get onto so he can be carted away to his recovery. Soarin had a little trouble but was able to climb onto the stretcher.

“You're the best, Princess Midnight.” Soarin again thanked her while groaning in pain.

“Think nothing of it.” Midnight humbly responded. “But, if you feel like talking to me just let me know! I am more than willing to help you the best I can.” She told him as he was being carted off.

“'P' is for Midnight!” Bulk Biceps yelled as he dashed in.

“Um, Midnight' actually starts with an 'M'.” Fluttershy whispered in his ear to correct him causing him to feel embarrassed realizing his mistake.

“Never mind!” Bulk Biceps quickly shouted out.

“Sorry about Soarin.” Midnight apologetically told Spitfire and Fleetfoot. “Tough break to lose a teammate right before the tryouts.”

“It’s all right.” Spitfire responded as she is not too shaken up by bit. “We can arrange to find another teammate to pick up the slack.”

“Speaking of which…” She continued while turning her attention to Rainbow Dash while putting on her shades while motioning Midnight politely if they could have a private word with Rainbow Dash which Midnight respected as she walked away a good distance from them while still within hearing range.

“You know, you grew up in Cloudsdale.” Fleetfoot told Rainbow Dash as she put on her shades.

“So that means you could fly with us.” Spitfire added.

“Fly?” Rainbow Dash asked confused of what she means by that.

“Uh, we mean practice.” Fleetfoot corrected Spitfire. “You could practice with us until Soarin's better.”

“What do you say? Wanna be our third?” Spitfire asked Rainbow Dash giving her the offer to fly with the best.

“Uh, I don't know.” Rainbow Dash responded unsure about the idea as she turned to face Fluttershy giggling at Bulk Biceps flexing his muscles. “My team really needs me to be at my best in order to qualify. Don't wanna be too worn out by the time the race comes around.”

“We put you through some pretty intense workouts at the Wonderbolt Academy and you handled those just fine.” Spitfire countered Rainbow’s response.

“Heh, I did kick some major tail at the Academy...” Rainbow Dash said with a smile remembering that he did before his expression turns still unsure about the idea. “But I don't know how my teammates will feel about me practicing with the competition.”

“Who says they need to know?” Fleetfoot countered with a smirk as she grabbed ahold of Rainbow Dash’s cheeks before directing her attention to the rainbow finish line in the sky. “Think about it, Rainbow Dash! This is your chance to fly with the winners!”

After some thought after briefly looking at Bulk Biceps still flexing his muscles and then at the finish line he came up with his answer with a content smile.

“Alright, I'll do it.” Rainbow Dash firmly answered causing Spitfire to slightly chuckle in delight.

“Wise decision, Rainbow Dash.” Spitfire told Rainbow Dash with an approving nod as she led her to their group so they can train together.

Before walking off Spitfire stopped to turn to Midnight to call out to her while briefly removing her shades again. “Oh and thank you Princess for saving Soarin.”

“I’m just glad that every pony is safe right now.” Midnight kindly responded while acknowledging the gratitude she gave him as the three ponies walk off while Rainbow Dash looks a little uncertain at both the idea of letting his Ponyville friends down in favor of competing with the winning team and what Midnight is planning this time seeing that she is up to something but can't put her hoof on what it is.

Midnight watching them walk off smirks at Rainbow Dash’s direction seeing that her plan is in motion.

Throughout the day, while Midnight focuses on her flying exercises she secretly spies on both parties as Rainbow Dash trains with the Wonderbolts while training her Ponyville team at the same time.

She sees Rainbow Dash effortlessly fly through the rings while passing the horseshoe to Fleetfoot at a fast speed effortlessly.

“Awesome!” Fleetfoot complimented as she flew off.

“Whinny, ponies, whinny! Fly on, fly on, fly on!” The Cloudsdale cheerleaders cheered and danced as they flew up to Rainbow Dash.

Back with the Ponyville team Bulk Biceps is struggling to fly with his small wings.

“Come on, Bulk Biceps, you can do it!” Rainbow Dash encouragingly motivated him as he tried to fly through the hoop yet seems to be stuck in it.

“Um... I'm ready to take the horseshoe, if you want me to. “Fluttershy kindly offered which Bulk Biceps tries to do only for both of them to fly away into the distance when Bulk Biceps tries to pass her the horseshoe and Fluttershy ends up hanging on to him causing them to crash into a nearby mountain.

Fortunately, both ponies were okay but Rainbow Dash groans in frustration at the lack of progress she is making when trying to train them.

Next, both teams are focusing on push-ups by using their wings as arms which they are referred to as wing-ups where Rainbow Dash, Spitfire, and Fleetfoot are doing wing push-ups with trainer ponies on the their for added weight while Fluttershy can barely do one push-up with her wings and Bulk Biceps can’t do them because his wings are tiny.

“You, uh, keep doing your wing-ups. I'm just gonna get some, uh, water.” Rainbow Dash said somewhat nervously as she flew off hoping no other pony suspects what she is doing. Yet she isn’t fooling Midnight who effortlessly does her wing-ups with huge weights on her shoulders while rolling her eyes at Rainbow’s direction unimpressed with what she is doing.

Later both teams are snacking so they can fuel up for later practice. The Wonderbolts fly as they eat their snacks from their bags they are carrying while Fluttershy and Bulk Biceps are munching on apple betties provided by Applejack while sitting on a picnic blanket.

Midnight secretly helps herself to a handful of apple betties as she takes them while distracted by Bulk Biceps flexing his muscles by bouncing an apple betty on and off his pecs as Rainbow Dash flies off already having his fill on the snacks the Wonderbolts gave him.

Next up is dressing up for both teams. The Wonderbolts after getting their sizes measured out are fitted with gray and silver new Wonderbolt outfits while Fluttershy and Bulk Biceps are both fitting with dresses and flowers designed by Rarity herself while Rainbow Dash can only nervously grin at the sight of girly-girl outfits.

Later, after training with the Wonderbolts again he quickly takes off his uniform and he disguises his switching back and forth routine by taking a drink of water from a nearby stream in the forest just as Midnight approaches her.

“It's not easy practicing with two teams, is it?” Midnight sternly questions Rainbow Dash who spits out the water shocked that somepony knows the truth.

“Midnight! You... know? Does anypony else?” Rainbow Dash shockingly asked while completely stunned as she turns to face her.

“No. Just me. They're too busy practicing to wonder why you keep disappearing.” Midnight stoically answered. “A little tip though, your excuses for switching back and forth could use some more work.” She commented on how she isn’t fooled by her charade nor impressed by it.

“Well, I've seen the other teams practicing and we're still gonna qualify.” Rainbow Dash said somewhat nervously because of her appearance before confidently flying up in the air. “I can fly fast enough to make up the distance.”

“It just seems like one of the teams you're practicing with needs a little more help than the other one.” Midnight observantly commented while flying up to her so she can face her.

“But it's so much more fun working out with the winners than... um... the non-winners. Besides, Ponyville will still qualify.” Rainbow Dash said in response trying to defend his reasons for flying with Cloudsdale while showing no fear towards her former friend.

“Rainbow Dash, you got a minute?” Spitfire called out to her as she and Fleetfoot flew over to her.

“Uh, sure.” Rainbow Dash said somewhat reluctantly as she flies up to them while Midnight watches skeptical of what they are up to.

“You could really be an asset to our team, so...” Fleetfoot started while exchanging a certain look with Spitfire “…we want you to join the Cloudsdale team. Permanently.”

Hearing this causes Rainbow Dash to gasp in excitement hearing this as if her dream is finally coming true while Midnight watches with an unimpressed look as Spitfire leans close to her.

“It looks like Soarin's wing won't heal in time for the trials.” She said as she wrapped her hoof around Rainbow Dash “We want you to fly with us.”

“Of course, this means you won't be able to fly for Ponyville” Fleetfleet added as she leaned in as well before turning her attention to Fluttershy and Bulk Biceps who are struggling with horseshoe exchanges causing Fluttershy to accidentally press the horseshoe on his cheek causing him to fall on the ground while Fluttershy places a hoof on her mouth mortified with she accidentally did as he walks off crying while Fluttershy follows after him to apologize. “But let's face it. Even with you on their team, their chances of qualifying for the Game are pretty slim.”

“So, what's it gonna be?” Spitfire asked.

“Well, I... “ Rainbow Dash started uncertain before trailing off.

“Take some time to think about it.” Spitfire quickly responded to give Rainbow Dash some breathing room as they flew off.

“They want me to fly with them! It's like a dream come true!” Rainbow Dash excitedly flew around and then laid down on her back as he lets the dream flow through his mind.

“But you do know if you fly for Cloudsdale, Pinkie Pie won't have anypony to cheer for. Rarity's uniforms will never be seen. And Applejack will have slaved over those apple brown bettys for nothing.” Midnight correctly pointed out with no exchange in her stoic expression.

“Oh, but I really wanna fly with the best team!” Rainbow Dash said torn up over this tough decision as she flew over to her with a slumped position “What would you do?” She asked the alicorn desperate for an answer while pleading to her not to tell everypony about this.

“Personally, I think this is a decision you have to make on your own. The race is tomorrow, so you'd better make it soon." She replied with no interest in solving her personal problems as she started to walk off before stopping to say one more thing as she quickly turned around raising a hoof in the air. “And Rainbow Dash…” She started while catching Rainbow Dash’s attention. ”Unless you want the truth to be revealed to your friends, I will be expecting something in return in exchange for me keeping this a secret.” She finished as she walked off while Rainbow Dash groans as she now being blackmailed on top of facing a tough decision.

“Perfect!” Midnight said to herself as she secretly smirked as she is now in a position where she can get the key from Rainbow Dash with this leverage she now has on her.

Later that day Rainbow Dash groans in pain wearing bandages all over her body while in a wheelchair catching every pony’s attention.

“Woe is me! Oooh!” Rainbow Dash cried out in faked and exaggerated pain with ponies gathering around with chattering concern as Fluttershy walks up to her.

“What's happened?” Fluttershy worryingly asked.

“Urgh, I've hurt my hoof... “ She explained holding up her left hoof earning gasps from Pinkie Pie and Rarity while Midnight watches completely unimpressed with Rainbow’s poorly constructed lies.

“All of them?” Spitfire questioned as she looked down at her lower legs.

“I, uh, tripped on a-a foam hoof and landed on a...” She further explained while trailing her words with unintelligible mumbling “…pokey stick coming out of the ground... “

“If I get my hooves on that…” Pinkie angrily said while speaking and matching Rainbow’s unintelligible gibberish. “… it'll be in big trouble!” She shouted swearing to get the pony responsible for hurting her friend.

“There is no way I can fly now.” Rainbow Dash despairingly cried out.

“Do you think you'll be better by tryouts?” Fluttershy asked worriedly which is answered with exaggerated groaning as she leans upside down from her chair with both hooves in her face in distraught.

“I'll be lucky if I ever fly again!” She groaned as Midnight rolls her eyes in annoyance seeing through her act. “I just need a little rest.” She sighed as Fluttershy helps her back in her chair.

“Oh, don't worry, Rainbow Dash. We'll take care of you... or, at least, somepony will. Like, a medic or-or a doctor, or a nurse.” Fluttershy comfortingly told her as she rolled her chair to the emergency room while Rainbow nervously looks at Midnight who simply glares at her to non-verbally tell her “Yes, I know you’re faking.” As she is being carted off.

By the time Rainbow Dash has her bandaged hooves were all held up on her bed with Midnight, Applejack, Pinkie Pie, Fluttershy, Rarity, and Bulk Biceps visiting her.

“So, the medic pony isn't sure what's wrong with you.” Midnight explained to her while watching her heart rate monitor before facing her.

“Everything! Absolutely everything!” Rainbow Dash complained as Applejack walks up to her holding one of her apple brown betties.

“This'll cure everythin' that ails ya!” She told Rainbow Dash as she shoved it into her mouth.

“Thank you.” Rainbow Dash told Applejack with her mouth full from chewing on the treat. “I couldn't have done that on my own.”

Midnight simply sighs thinking to herself “Well, of course you could since you’re faking it.”

“Nothing says 'get better' like a little medical pizazz!” She enthusiastically said as she pulled a piece of purple silk from her bag with her magic. “Silk slings and a glitter bandage?” She offered.

“That might help.” Rainbow Dash answered with Rarity placed the cloth over Rainbow Dash’s left hoof in a bow tie form who smiled at her generosity in return.

Fluttershy and Bulk Biceps enter the room to check up on Rainbow Dash.

“And how is our patient doing?” Fluttershy warmly asked as Bulk Biceps squeezes through the door and falls on the floor from losing his balance while sheepishly grinning in embarrassment.

“I've been better.” Rainbow answered with faux pain in her voice.

“We just wanted to let you know that we're so sorry you're hurt, but you shouldn't worry a bit about not being able to be in the tryouts.” Fluttershy expressed earnestly as she walked up to her bed. “We'll be alright. We even have a replacement.” She said as they turned to Derpy who walked up to the doorway while holding up a flag with excitement on her face who is going to replace Rainbow Dash in the qualification trail run. “We're so, so sorry that you can't compete.” She continued. “We all know how much you love to fly. And we promise…”

“Cross our hearts!” Bulk Biceps added loudly.

“...That if we qualify and make it to the Equestria Games and all win gold medals, you can have ours, because we know how much a gold medal means to you.” She finished.

“Thanks... “ Rainbow Dash responded while taken aback by what she just said as Midnight clears her throat.

“I think Rainbow Dash might need to rest some more.” Midnight politely told the others who all reluctantly obliged to her request while wishing Rainbow Dash to get better even though they are suspicious of what Midnight wants from her yet wisely decide against challenging her.

Once they had all left, Midnight turned to face Rainbow Dash with a more serious expression.

“You know, choosing not to choose isn't really a decision.” Midnight sternly told her while Rainbow Dash worriedly watches of where this conversation is going to go. “You might be able to fool them but you're not fooling me. Either you tell them the truth before qualifications take place or I tell them and expose your lies.” She added as she turned to leave before turning her head back to Rainbow Dash. “And remember, whatever the Wonderbolts give you is what I will expect from in return for keeping your secret.” She finished as she walked off leaving Rainbow Dash gulping in fright of Midnight’s threat while overcome with guilt.

Just as Midnight leaves the room she turns to place a listening ear on the wall hearing Soarin who was placed on a bed next to Rainbow Dash’s talking to her.

“You sure have nice friends. Nopony's been by to visit me. Eh, too busy practicing, I guess.” Soarin told Rainbow Dash while expressing his sadness at his loneliness.

“Well, hopefully your wing will be better soon.” Rainbow Dash told Soarin encouragingly.

“Oh, it's fine. I-I'm just keeping it warm in case my team wants me back.” Soarin responded while unknowignly catching Midnight's attention as she expresses interest hearing this revelation.

“What do you mean, 'wants you back'? Spitfire and Fleetfoot told me that you were still too injured to fly!” Rainbow Dash surprisingly questioned.

“And they told me that they were worried I wouldn't be one hundred percent by the tryouts, so they were going with somepony else!” Soarin answered.

“That somepony else was me!” Rainbow Dash said in realization before turning her expression to somewhat nervous one to keep up her lie. “Until, uh, well, until I got hurt, that is.”

“So…” Soarin started while depressingly sighing. “I guess we're all out of luck. Cloudsdale won't qualify without three fliers, and Ponyville won't qualify without you. Too bad...”

Having heard enough as she sensed that Rainbow Dash felt the rainbow shimmer in her eyes now knowing what must be done, Midnight makes her way out of the emergency room as she walked back to the field while awaiting Rainbow Dash’s decision before she decides to tell everypony the truth.

Just as she makes her way to every pony, Rainbow Dash walks by with a determined expression on her face with Soarin trailing behind her with the same expression catching Spitfire and Fleetfoot’s attention who look on in surprise at the sight causing Spitfire to drop the water bottle she was drinking from.

Midnight smiles seeing that Rainbow Dash is doing what she predicted she would true to her nature by confessing the truth and confronting Spitfire and Fleetfoot.

“Does... this mean you're feeling better?” Fleetfoot asked strangely.

“I-I feel great, because...” Rainbow Dash reluctantly started to explain as the girls walked up to her. “I was never hurt in the first place.” She confidently confessed while shaking off her bandages causing the Wonderbolts and every other pony except Midnight to gasp at this revelation.

“I faked my injury so that I wouldn't have to choose between flying for Ponyville or Cloudsdale.” She further explained as she glanced at her friends with a lowered head shamefully. “I wanted to fly with you both, and the decision was too hard!”

“Oh, Rainbow Dash, you don't have to choose us.” Fluttershy reassuringly spoke up while approaching Rainbow Dash. “I know you love to win, and you should go with the team that surely will.”

“I know now who I should've been loyal to.” Rainbow Dash concluded.

“Good choice. Always stick with the winners.” Spitfire responded assuming she has decided to fly with the Wonderbolts while nudging at Fleetfoot.

“Ponyville.” Rainbow Dash corrected while pointing at her friends without hesitation surprising both of them. “Because it's not just where I live, but it's where my friends are.“ She further explained while approaching them who smile at her decision. “The ponies who really care about me, whether I can help them win a race or not.”

The girls all cheer for Rainbow Dash hearing that.

“Are you sure that's the right decision?” Spitfire questioned.

“You lied to me about Soarin's wing just so you could get a better flyer!” Rainbow Dash confronted her as Soarin crosses his arms upset with them for being quick to replace him. “You may be a winning team, but you're still not the kind of team I wanna be a part of.”

After a second of silence, Spitfire removed her sunglasses.

“Huh. Rainbow Dash, you are something.” Spitfire admittingly told her before continuing with a smile. “Saw it at the Academy, seeing it again here. We could learn a lot from a competitor like you. “

“Think we already have.” Fleetfoot added.

“Ready to fly?” Spitfire asked Soarin as she walked up to him

“Really?” Soarin asked in a surprised tone.

“Never should've lied and tried to replace you to begin with.” Spitfire answered causing Soarin to gasp with glee.

“Go, Cloudsdale!” Soarin excitedly said as he flew up in the air.”

“Come on, Ponyville relay team! We've got a race to get ready for!” Rainbow Dash confidently told her friends as she flew ahead with Fluttershy and Bulk Biceps following behind her.

“Yeah!” Bulk Biceps yelled out as he flew off.

As Midnight watches the three fly off from the distance she is pleased with Rainbow Dash’s decision as well since now that she has learned her lesson she can now expect Rainbow Dash to uphold his end of the bargain by giving her the badge in exchange for keeping quiet of her secret.

Shortly afterwards, the qualifying trail run came. The Wonderbolts managed to qualify with the fastest time easily and it is now Ponyville’s turn as Soarin encouragingly shouted from above “Come on, Ponyville! You can do it.”

Bulk Biceps starts off and was just barely able to squeeze through the rings as he passed the horseshoe to Fluttershy who nearly dropped it after fumbling with it a little before flying off as Bulk Biceps falls to the ground exhausted.

Fluttershy going at her fastest was able to clear through her hoops as she sprinted the last stretch as she handed the horseshoe to Rainbow Dash who speeds off in a flash literally.

“Qualify, Ponyville! Qualify, Ponyville!” The Cloudsdale cheerleaders cheered for Ponyville interestingly as Pinkie Pie jumps onto both the girls upper hooves to from the top of a pyramid cheer.

“Woo-hoo! Go, Rainbow Dash!” Pinkie Pie shouted as she flung confetti into the air.

Going at top speed Rainbow Dash easily clears all of her hoops with every pony supported her nervously watching whether or not it will be enough to qualify for the games as Applejack nervously munches on an apple betty while Midnight calmly watches on.

Rainbow Dash sprints the last stretch giving everything she has left as she flies through the finish line as the pony timing the run stops the stopwatch.

“Ponyville qualifies.” The pony happily announced leading to everypony to immensely cheer in excitement as Fluttershy and Bulk Biceps hug Rainbow Dash in celebration as they turn to fly down as everypony cheers for their accomplishment except for Midnight who only smiles at their success while pleased that her plan fell in place as she predicted.

Shortly afterwards, all of teams that qualified all stood on a wooden platform to accept the medals for their successful qualification runs. After the official places the medals around the Ponyville team’s necks, Spitfire tapped Rainbow Dash’s hoof to get her attention so she can place the badge Midnight is seeking on Rainbow Dash’s medal who returns a surprised look a Spitfire as she returns to group up with her team.

“Yeah!” Bulk Biceps shouted happily.

“Yeah!” The girls also shouted happily and walked towards them.

“Woo-hoo!” Pinkie Pie cheered.

Midnight having decided to join in on the Ponyville photo shoot to show how much she is impressed with Ponyville’s accomplishment approaches the group and places her hoof around Rainbow Dash who is taken aback back this as she takes her badge from her medal as payment for keeping her secret while pleased with her for doing the right thing with her other hoof while smiling an sly grin at her direction while the other girls watch uncomfortably seeing their enemy hidden in plain sight joining in on their photo shoot yet smile for the camera.

“Equestria Games, here we come! Applejack quickly said happily and proudly as Pinkie Pie jumped onto Bulk Biceps and Derpy climbs up on Bulk Biceps while holding up a Ponyville flag both smiling as their picture is being taken.

After having their picture taken, Midnight flies off while waving goodbye to Rainbow Dash with the same smirk with every pony waving at her direction with the girls looking on confused and suspicious at Midnight’s appearance and why she took the badge Spitfire gave her as Midnight takes off at top speed.

As she is flying home, Midnight pulls out her crystal orb to observe the girls conversation about her.

“What was that all about?” Applejack asked Rainbow Dash confused of what that was all about causing Rainbow Dash to sigh as he confesses.

“Because she was the only pony who knew I was lying the whole time and blackmailed me into giving her a souvenir from the Wonderbolts in exchange for keeping quiet about it.” She shamefully admitted as she hung her head. “And the badge Spitfire gave me was what she wanted from me.”

“She blackmailed you?!” Rarity asked in shock as she placed her hooves on Rainbow Dash’s shoulders. “Oh darling, are you all right.”

“I’m fine.” Rainbow Dash answered while taking Rarity’s hooves off of her. “I’m more upset over the fact that I lied to you all and nearly blow our chances of qualifying for the games for the sake of being with the winning team.”

“Well at least she didn’t turn you into a vampire bat.” Fluttershy added in an attempt to comfort her while shuttering at the thought of the spell Midnight performed on her.

“But why did she go through all of that trouble for your Wonderbolt badge?” Applejack asked still trying to understand Midnight’s motives along with her appearance at Fashion Week.

“I’m guessing it was to teach me a lesson of loyalty for abandoning her at the rehearsal.” Rainbow Dash guessed with a shrug “To further punish me for hurting her.”

“If only Twilight could find it in her heart to see how sorry we are so she can let this all go so we all can be really happy again.” Pinkie added in a somewhat somber tone.

“If only we knew how to open that chest we would.” Rainbow Dash answered while trying to keep Pinkie Pie happy by placing a hoof on her shoulder. “But some way, somehow we will.” She confidently told her which cheered Pinkie up as every pony joins in on the group hug.

Midnight undeterred by their confidence as she watches says “Oh, but I do.” She said as she held up the Wonderbolt badge which gave a reflective shine like with Rarity’s spool of yarn. “Two down, four to go.” She said confidently as she flies off into the distance with no pony able to connect the dots to her ulterior motives behind obtaining these items proving she is still always a step ahead of them at every turn.

Chapter 20: Pinkie Pride

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Chapter 20:

Pinkie Pride

It has been quite a week of celebration in Ponyville as Pinkie Pie has been throwing parties recently. Earlier this week Pinkie threw a party with her friends to celebrate the team’s successful qualification run for the Equestria Games. Now, Pinkie is planning on throwing the biggest celebration for Rainbow Dash’s birthday party as her birthday was coming up. No pony other than Pinkie knows how to throw a party better than her as many ponies can vouch for that. Even Spike was able to come to Ponyville to attend Rainbow Dash’s party.

Midnight on the other hoof was reading her books at the Golden Oak Library contently focused on her main goal of taking over Equestria by keeping her eye on mysterious keys floating around needed to unlock the Elements of Harmony and the only thing powerful enough to defeat her.

Just as she was reading her books her crystal orb senses another key nearby and it is approaching towards Ponyville. Midnight using her magic had her orb show her who was coming to Ponyville and it is a pony with golden brown fur, a brown mane and matching tail, wearing a gray hat with a matching desperado outfit overlooking a festive town.

“Well, Boneless. Looks like our work here is done.” The pony said in a serious tone as he turned to the rubber chicken on his back which simply hung its head down.

Midnight watching this sees the rubber chicken is the next key she is looking for.

“Yep, those ponies never partied so hard. Thanks to me: Cheese. Cheese Sandwich.” The pony continued in the same tone before feeling a tingling sensation in his bones causing his hat to fall and his Cheese Sandwich cutie mark to make an accordion sound as he vibrated.

“Woo-hoo-hoo! That was a doozy!” Cheese Sandwich said with sudden excitement before putting his hat back as he got serious again. “Well, Boneless. Looks like our next party is gonna be in... Ponyville.” He said as he narrowed his eyes in determination.

Seeing this tells Midnight that Cheese Sandwich is another pony who has a talent for throwing festive parties just like Pinkie Pie. As she watches Cheese Sandwich make his way to Ponyville Midnight thinks to herself with a thoughtful expression on her face seeing this as another opportunity to get rid of Pinkie Pie while getting that rubber chicken at the same time that turns into a devious smirk as her body glows.

As she makes her way in town she sees Pinkie creating a banner with Rainbow Dash flying with an excited expression on her. Rainbow Dash managed to fly up and perfectly mimic the pose as she flies in to high five Pinkie Pie but ends up being pulled in by Pinkie so she can look at her in the eye.

“You realize that, by enlisting me as your party planner, I guarantee that this is going to be the funniest, most fantabulous, superbial party in Ponyville?” Pinkie told Rainbow Dash seriously and sternly.

“Uh...yeah? I guess.” Rainbow Dash hesitantly answered.

“No guesses! Parties are no picnic.” She seriously said as she stuffed her hoof in Rainbow Dash’s mouth.

“Oh, I like a nice picnic party.” Fluttershy commented while raising her hoof which earned her a glare and growl from Pinkie causing her bend her head down frightened by Pinkie’s intimidation. “Oh!” Fluttershy said in fright.

“Parties. Are. Serious!” Pinkie continued with emphasis on each word. “And you have my certified Pinkie Party Promise that you will have the best birthday party ever!” She added as she placed a hoof onto her chest and stuffed a cupcake in her left eye which is her usual Pinkie Promise chant.

“Okay. “ Rainbow Dash nervously answered unsure of how to properly respond and answer to Pinkie's party business questions.

“Great! Now, who's ready to join this super-duper party pony to plan this super-duper pa-rty?” Pinkie said as she returned to her cheerful self and bounced around.

“I am.” Cheese Sandwich answered catching the girl’s attention at his arrival as he appeared hiding in the shadows blowing a party horn.

“Who are you stranger?” Pinkie asked with a bright smile as Midnight also watching from the shadows from another building watches with a smirk ready to see this how this plays out.

“Name's Cheese Sandwich. I plan parties.” He answered as he walked up to them.

“What an amazing coincidence! I'm Pinkie Pie, and I'm planning a party!” Pinkie Pie happily responded.

“Oh, it's no coincidence, my little pony. My cheesy sense was a-tingling, telling me a party was in the works.” Cheese Sandwich answered as he placed a hoof on his forehead

“A cheesy sense? Ah! Double amazing! I have a Pinkie Sense!” Pinkie Pie brought up as she too put a hoof to her forehead.

“Yes. I sensed you did. And I happen to be the premiere party planner in all of Equestria.” Cheese Sandwich calmly responded as he walked past her. “If there's a party in need, there I'll be. Be it wingding, hoedown, hootenanny, or shindig, I'm your pony.”

“A pair of party pony planners in Ponyville?! What can be more perfect?!” Pinkie happily responded as she bounced up to him.

“I'll tell you what -- making this party epic!” Rainbow Dash eagerly added immediately on board with the idea of the two party ponies working together. “Cause this isn't just any birthday. It's also the anniversary of when I moved to Ponyville!”

“Good heavens, Rainbow Dash. It's your "birth-iversary"!” Rarity asked pleasantly surprised.

“Exactly!” Rainbow Dash answered before turning to both the party ponies by placing both hooves on both ponies. “So what do you say, party planners?”

“Oh, I think we can do it!” Pinkie happily agreed as she bounced.

“Oh, I don't think so.” Cheese Sandwich immediately disagreed by turning his head away to refuse the proposal causing Rainbow Dash and Pinkie Pie to gasp in shock hearing this while Midnight watching this is secretly enjoying this. “I know so! After all...” Cheese Sandwich added by turning his serious tone to his more cheerful tone as he threw off his desperado outfit as he began to sing loudly and proudly.

“The super-duper party pony–that pony is me

I always knew that was the kind of pony I would be.”

He sang as he got close to Rainbow Dash’s face.

“Me too!” Pinkie cheered.

“Come on, ponies! Who here likes to party?“ He asked every pony nearby before turning to an elderly pony walking with a cane “Ha-ha! You do! I can tell!”

“When I was but a little colt, I just wanted to play.”

Cheese Sandwich sang.

“Like me!” Pinkie added.

“But everypony told me, "Cheese, that fun just wastes the day"

“As if!” Pinkie interjected.

“But when I threw a party and I busted out some moves.”

“Uh-huh!”

“The ponies finally saw the light and got into the groove.”

“You know it!”

“The super-duper party pony–that pony is me.”

“And me!” Pinkie continued.

“You'll never meet another party pony quite like Cheese!”

“Uh, Pinkie?” Pinkie confusingly added.

"Hey, good-lookin', want some mayonnaise?

My parties are all off the hook

I never plan them by the book

I start out fun, then whoopsie-daisy

Everybody just gets crazy!

Bored of snacks made by your mom?

How about a giant party bomb?

Huge piñatas filled with cake

Or dive into my fruit punch lake!

The super-duper party pony–that pony is me

You'll never meet another party pony quite like Cheese.”

He danced wildly in front of the crowd and they seemed to greatly accept him.

“Oh, when I throw a Cheese party, be sure to not be lame

And miss my pie fights, wacky kites, and streamers in your mane

Fizzy drinks, Hawaiian shirts, and brie fondue delight

You know that with Cheese Sandwich, you'll be partying all night!”

“C'mon, everypony! Let's party down with Cheese!” Rainbow Dash announced and invited everypony to crowd around Cheese Sandwich which they all did in a flash leaving Pinkie outside and alone.

“You're really a certified party pony?” Fluttershy asked with soft excitement to him.

“That's right! That's my guarantee!” Cheese Sandwich happily answered.

“The super-duper party pony–that pony is me-e-e-e-e.”

He sang as ponies carried and moved him over to someplace else after throwing him in the air for a moment.

“But what about the super party pony named Pinkie...?” Pinkie sadly tried to reach out, but simply laid down on the floor feeling defeated by this another party pony would rather take charge than work with her on throwing Rainbow Dash’s party.

Midnight watching this is pleased with what had just happened seeing that Cheese Sandwich seems to want to be the main party pony over Pinkie which plants sadness and doubt into Pinkie’s heart which can be led to be driven to darkness as a result.

Watching Pinkie head off to catch up to them, Midnight decides to secretly follow after them to see what happens now with Pinkie wracked with being potentially replaced.

“Yeah! Hah, now that's what I'm talking about! I'm so stoked you're here, Cheese Sandwich!” Rainbow Dash excitedly announced.

“Yeah. You sure did come on the right day.” Applejack added.

“Your party sounds simply divine.” Rarity added with a relieved sigh

“Just doing my job, little fillies.” Cheese Sandwich answered as he placed a brown hat on.

“I mean, Pinkie Pie's parties are fun and sweet and all, but now this party's gonna be—“ Rainbow Dash started.

“Epic?” Cheese Sandwich finished with the word he thinks she was going to say.

“You said it! Oh, yeah!” Rainbow Dash agreed as she spun around and slapped hooves with Cheese Sandwich.

“Feels gouda!” He replied when Rainbow Dash noticed Pinkie in the back noticing her sad expression.

“Uh, heh, no offense, Pinkie.” Rainbow Dash told Pinkie at the last second.

“Uh, n-none taken.” Pinkie responded by forcing a smile after licking away the tears forming around her eyes.

Rainbow Dash flies off after Cheese Sandwich thinking that everything is all okay after seeing Pinkie’s smile but unbeknownst to her it only further cements her worries that she is being replaced as she turns around feeling heartbroken.

Midnight quickly ducks out of sight to a nearby bush to avoided being spotted by Pinkie as she walks back to Sugarcube Corner dejected at feeling left out. As she watches her walk home Midnight clearly sees that Pinkie is really taking this hard despite her claims that everything is fine. So with all that doubt further planted in Pinkie’s happy mind Midnight decides to follow Pinkie back to her home to move on to the next part of her plan.

When Midnight gets to Sugarcube Corner she sees Pinkie Pie sitting on the ground as a couple of purple balloons fly by the banner she made causing it fall over to the ground.

“Hello Pinkie.” Midnight greeted causing Pinkie to be surprised by her appearance.

“Midnight!” Pinkie exclaimed in surprise. “What are you doing here?!”

“I heard Cheese Sandwich was in town planning on taking over the party planning so I thought I’d walk by to see how you are doing.” Midnight explained as she placed a hoof on Pinkie. “Sounds like you got real competition on your hooves and it's really troubling you deep down inside.”

“Competition?” Pinkie asked pretending to be incredulous at the thought. “No! He’s just proving himself to know what he really knows how to throw an epic party.”

“Really?” Midnight asked not buying Pinkie trying to put on the happy facade. “Because it sounds like he is trying to replace you given that every pony is more than willing to follow and listen to him more than you.” She pointed out. “And he just proclaimed that he himself is the best party pony around as in the one and only pony who can plan parties.”

“No!” Pinkie tried to deny in protest to that claim. “Just because there happens to be another pony who can plan parties doesn’t make him the only pony who can.”

“Are you sure about that?” Midnight asked while raising an eyebrow unconvinced by her denial. “Because the Pinkie Pie I know would stand up for herself and fight for what’s right and prove that she is the best party planner no matter what others say or think.” She said as she walked around Pinkie. “The Pinkie Pie I know wouldn’t stand by and let this happen regardless of what happens.” She added as leaned into Pinkie’s ear.

“But I do know how to throw parties.” Pinkie Pie defensively said as she as she looked at the cutie mark on her flank. “It’s my cutie mark.”

“Then prove it the way the real Pinkie Pie would.” Midnight dared the pink party pony. “Prove to Ponyville that you are not going to let some other pony just trot all over your territory and that you are the best party planner they all known and love like how you taught Fluttershy.” She added referencing how she taught Fluttershy on how to be assertive. “Prove it the Pinkie Pie way.” She encouraged her as she looked at her in the eye so she can firmly understand what she is saying. “Remember all of the parties you threw for your friends.” She added causing Pinkie to think for a moment of all of the parties she threw for them including Twilight before she turned evil.

“You know what you’re right!” Pinkie said standing up now determined. “I am the best party pony in Ponyville and I am going to prove it the Pinkie Pie way for I know just what do to.” She added as went forward to confront Cheese Sandwich as Midnight watches on grinning having managed to give Pinkie the push she needs to prove herself while at the same time playing right into Midnight’s hooves again as her manipulation tactic proved to be a success as she follows after her.

Pinkie catches up to the party Cheese Sandwich is throwing wearing balloons and sunglasses on her head, scuba flippers on her hooves, and a present box around her body.

“You have everything you need and you know what do to?” Midnight asked Pinkie as she caught up with her.

“Yes, Yes I do!” Pinkie replied with positive determination as she confronted Cheese Sandwich after shedding the party accessories off of herself.

“Freeze, Cheese!” Pinkie called out to Cheese Sandwich as he was just putting the finishing touches on a lightning bolt stone sculpture with an overhead cloud. “I challenge you... to a goof off!”

Hearing this causes her friends to gasp in surprise at this challenge.

“Oh, no! Not a goof off!” Fluttershy cried out softly.

“What's a goof off?” Applejack whispered to her who is lying under her.

“I have no idea, hehe.” Fluttershy confessed leaving Applejack unamused.

“This Cheese has stood alone a long time, Pinkie Pie.” He returned boldly, placing on a red cylinder hat. “You think you can out-goof me?” He questioned seriously as he squinted his eyes.

“Oh, I don't think so. I know so!” Pinkie continued viciously as they walked up to face each other. “And the stakes are high, Cheese Sandwich. Whoever wins will be dubbed the ultimate super-duper party pony and headline the Rainbow Dash birth-iversary bash!” Pinkie said as her voice echoed through the area.

“And the loser?” Midnight inquired.

“Doesn't!” Pinkie answered earning another round of gasps form her friends.

“So, are you in, Cheese?” Pinkie nudged him. “Or are you... boneless?”

“Nopony calls me boneless. Right, Boneless?” Cheese Sandwich answered with a rough voice and then looked back at his rubber chicken. “Right, Boneless?” He asked who of course doesn’t respond due to being an inanimate object.

“Then the goof off is on for high noon!” Pinkie Pie settled.

“Um, Pinkie? It's already 3 o'clock.” Midnight stoically pointed out.

“Oh. Oh, well then.” Pinkie Pie retracted in an admittedly silly manner. “Make it 3:10 to goof off!

Exactly ten minutes later the whole town has gathered to witness a competition of fierce and aggressive tactics of silliness. Once the clock hit exactly 3:10 both of the competitors walked up. Pinkie Pie was wearing blue cowboy boots and a brown cowboy hat with an arrow stuck in it while Cheese Sandwich was wearing rubber elephant slippers on his forelegs and plaid socks on his back legs and a fish for a hat.

Both competitors stood face to face from a fairly far distance from each other with Pinkie blowing her party horn as they finished walking up. Midnight walks up with an announcement as she pulls out a book.

“All right, everypony. According to my official goof off rulebook...” Midnight started.

“She actually has a goof off rulebook?” Rainbow Dash asked Spike amazed that she actually has a book specifically for that.

“Are you kidding? Midnight like Twilight can find a rulebook for everything!” Spike explained who is promptly hushed by Matilda.

“Figures. That’s definitely Twilight talking there.” Rainbow Dash commented as if she should have known that by now.

“The two competitors have free range to goof about -- be it by singing, dancing, playing, prancing, joking, or performing -- to make the judge chortle, chuckle, giggle, guffaw, hoot and holler, whoop it up, and party down.” Midnight explained as Pinkie and Cheese glare each other down while making silly faces at each other.

“The funnier, sillier, wilder, and goofier, the better.” Midnight finished explaining as she turned to Rainbow Dash. “Rainbow Dash, since the winner will be headlining your party, you are the judge.”

“Heh. Big tense competition on my birth-iversary. What could be better?” Rainbow Dash responded anxiously.

“Cheese Sandwich, Pinkie Pie, are you ready?” Midnight asked the two party ponies.

“I was born ready!” Pinkie Pie replied firmly while slamming her boot onto the ground.

“I was ready before I was born!” Cheese countered with his reply.

“Then... Let the goofing begin!” Midnight announced as she flew out of the space to watch from above to allow the two to start their competition now ready to see if Cheese Sandwich can out-goof Pinkie Pie as the two approached each other slowly before Cheese Sandwich balanced himself on a ball while playing an accordion while Pinkie balanced herself on ball too but is juggling cupcakes and is wearing a rainbow-colored cap and a fake moustache and is the first to sing.

“It's your birthday party, a very special day

I've got a song, it won't take long, I just wanted to say

Happy, happy, happy, happy

Happy, happy, happy, happy birthday to you!”

She sang as she tossed cupcakes one at a time into Rainbow Dash’s mouth who enjoyed them and her routine as she placed a hoof on her shoulder and held up a rainbow colored cupcake.

Now it is Cheese Sandwich’s turn to sing as he rolls up riding a large cheese wheel while playing an accordion before jumping off in between the two irritating Pinkie in the process.

“If you wanna be the life of the party

But you're feeling just a little uptight. “

He sang as she wrapped his hooves around his body.

“Call the doctor, beg and plead

Doctor, tell me what I need."

He sang as he moved Rainbow’s faces around to have her make funny faces.

“Try to put a little cheese in your knees!”

He sang as he chomped at the cheese he was wearing on his hooves which Rainbow Dash enjoyed. He continued walking around Rainbow Dash with his cheese while making silly noises until Pinkie Pie picked up Rainbow with a fishing rod up to her hot air balloon.

“Bubbles and balloons, bubbles and balloons.”

She started singing as bubbles appearing from her bubble basket as Rainbow Dash flapped her wings to fly in the air to watch.

“What's a birthday party without bubbles and balloons?

Star-shaped or trapezoid, look what I can do

Only Pinkie Pie can make a bubble shaped like you!”

She sang as she blew a Rainbow Dash shaped bubble balloon causing Rainbow Dash to laugh until being grabbed and pulled away by Cheese Sandwich.

“Just let yourself go floppy, for now this is your chance

Pretend you have no bones and do the rubber chicken dance!”

He sang as held Rainbow hooves to do the worm dance together with her.

“Hit it, Boneless!”

He sang to his rubber chicken which managed to come to life for a moment to dance.

“How is that even possible?” Midnight questioned to herself as she watched the scene from mid-air.

“Cooler than a rubber chicken and tastier than cake

Come on, you, let's party down and do the Gummy shake!

Hit it, Gummy! Uh-huh! You know it! Shake it!”

She sang as she bounced on a trampoline then turned to Gummy to dance even though he did nothing but bloat his throat.

“'Cause I like to make you smile, smile, smile

Yes I do

It fills my heart with sunshine all the while

Yes it does

'Cause all I really need's a smile, smile, smile

From these happy friends of mine.”

He sang as he took Rainbow Dash in a ride on a parade float using Pinkie’s song.

“That's my song!” Pinkie Pie angrily called out as she appeared from beneath the float.

“What do you mean? I have no idea what you're talking about.” Cheese Sandwich laughed off further infuriating the pink mare.

“THAT'S IT!” Pinkie screamed out as she immediately switched to her cheerful tone as she brought out her party cannon as Midnight gives an amused look seeing that Cheese Sandwich managed to ask for trouble by stealing Pinkie’s song with that move.

“Roll out the party cannon.”

She sang as she blasted confetti from her party cannon.

“When you hear the party cannon song

Ka-BOOM!”

She sang as she blasted herself from her own party cannon.

“Why should you compromise? Try this one on for size

'Cause nothing quite says cheer like the ringing in your ear

Of the cheese supreme cannonball surprise!”

He sang as he countered with a much larger cannon as Rainbow Dash ends up caught in the blast when she ends up looking inside of it when the cannon appeared right in front of her.

“¡Dale, dale, dale

No pierdas el tino!

Porque si lo pierdes

¡Pierdes el camino!”

She sang in Spanish as she stood on a giant piñata and danced wildly until the piñata detached from the hook it was held up by causing it to crash onto Rainbow Dash from above.

Seeing this causes Pinkie to freeze and gasp in horror with how far this competition has gone and what she has done to Rainbow Dash as she pops her head out from under the piñata.

“Rainbow's not having the best party ever! I... I broke the Pinkie Party Promise!” She said mortified as her eyes have the reflective rainbow shine before she cried out “Stop! The goof off is off!” to Cheese Sandwich who was training an otter causing the crowd to murmur in confusion and catch Cheese Sandwich’s surprise.

Midnight the only pony not surprised smiles seeing that her plan is working perfectly as she anticipated this would happen.

“But I haven't named a winner.” Rainbow Dash pointed out as she freed herself from the piñata.

“You don't have to. I forfeit.” Pinkie Pie sadly resigned as she walked up to him. “Which means... Cheese Sandwich wins.”

Cheese Sandwich laughed then abruptly stopped in shock “...I do?”

“Yes. You get to headline Rainbow Dash's party.” Pinkie admitted in defeat as she sat down.

“But, what about you, Pinkie?” Rainbow Dash asked with concern.

“I...” She paused and sniffled with tears beginning to form in her eyes. “I don’t…” She then stood up and began walking away with her head low as every pony is utterly confused with what just happened with her friends shortly following after her.

Midnight walks up to Cheese Sandwich pretending to be surprised as every other pony as she flies down to him.

“Congratulations Cheese Sandwich! You win!” Midnight said as she placed a hoof on his shoulder with a small smile.

“Thanks princess but I’m afraid I can’t accept this honor alone.” Cheese Sandwich replied unable to have the pleasure in celebrating his victory. “For this is something me and Pinkie we’re meant to do together for I never intended to take her place as party pony in Ponyville.”

“You didn’t?” Midnight inquired.

“Yes.” Cheese Sandwich replied as the two walked off in Pinkie’s direction. “I only intended to stop by and visit and show every pony here what a great party pony I am because of her.”

“What do you mean because of her?” Midnight asked as Cheese Sandwich sighed as he started to explain through song.

“I fear I told a little fib about my pony past

I hope that when you hear the truth, you will not be aghast

I wasn't quite the super party pony like I claimed

The fact is that I was so shy, nopony knew my name

I stumbled into Ponyville one afternoon by chance

And found the biggest ever celebration party dance

Everything was perfect, cheer was filling up the place

And I saw that everypony had a smile upon their face

I vowed that day to change my life, the past I did set free

For now Cheese Sandwich was a party pony full of glee

A super-duper party pony -- that's what I became

I traveled all Equestria, and all did know my name

But that never would have happened on my own, I'll tell you why

For the one who threw that party, it was Pinkie Pie.”

He sang as they made their way of town.

“So Pinkie is the reason why you are the pony you are today.” Midnight asked in surprise.

“Yes.” Cheese Sandwich confirmed with a nod. “She was my inspiration.” He added as he gave a regretful sigh. “But it seems the only thing I accomplished was letting my pride get in the way of working with her and driving her out of town.”

“I’m sure she would understand and forgive you if you tell her that.” Midnight honestly advised. “And if I were you I’d hurry before she goes too far ahead.”

“You’re right!” Cheese Sandwich said back with high spirit “I better go tell her.” He added as he prepared to run off before stopping as he remembered something. “Oh and thanks for the advice princess.” Cheese Sandwich thanked as she bowed to her before he ran off ahead to catch up to Pinkie Pie.

“Good talk.” Midnight pleasantly said in Cheese’s direction as he runs off.

Even though it meant Pinkie is still going to stay in Ponyville, Midnight is still taking the outcome in stride.

Later after making up with Pinkie Pie the two prepared for Rainbow Dash’s birthday and anniversary celebration together and it went successfully as Rainbow Dash and every other pony was having a wonderful time.

Midnight attended the party as well helping herself to some punch, pizza, and cupcakes while her former friends were distracted.

After watching every pony danced and enjoyed the rides at the party, Midnight would walk up to Cheese Sandwich who was enjoying a cupcake.

“Cheese Sandwich!” Rainbow Dash called out to as she flew over to him. “Oh, I gotta tell ya, you and Pinkie have totally made this the best birthday/anniversary super combo ever!” She excitedly said as she threw confetti in the air. “Hah, it's totally—“

“…Epic?” Cheese Sandwich guessingly finished as he nudged her.

“Yeah, it is!” Rainbow Dash answered as Cheese Sandwich put on his gray hat

“That's all I needed to hear, little filly.” He told her as he walked off as Midnight secretly watches as he hands Pinkie who was writing in the friendship journal his rubber chicken in a rectangular case.

“Just a little memento of my visit.” Cheese told Pinkie as the case opened as it shined a bright light causing Pinkie to shield her eyes from the glare.

“You're giving me your special rubber chicken friend?” Pinkie asked Cheese in surprise.

“Oh, he's not the only one.” Cheese causally replied as it was no big deal as he placed another rubber chicken onto his back with the number two marked on it. “Well, Boneless Two, another job well done. But it's time we mosey along. Another town, another party.” He said to his rubber chicken as he donned his gray poncho and walked off into the sunset and out of town.

“I never did get that pony's name.” Pinkie mentioned.

“Cheese Sandwich!” The other girls answered very annoyed as she should have already have known that by now.

Midnight simply rolls her eyes at this Pinkie giggles and replies “Oh, yeah!” as she lifted her eyes up to take another look at her new gift.

Later that night, after every pony has gone to bed, Midnight casted her invisibility spell as she sneaks into Pinkie’s bedroom to steal the rubber chicken and replace it with another rubber chicken just like it.

She immediately jumped out the window as Pinkie’s Pinkie Sense got a twitchy tail feel to avoid being spotted.

Pinkie woke up and looked around wondering if something strange has happened but after closing her window and looked around for something suspicious she decided to pass it off as a strong wind and go back to sleep seeing that nothing not even her new rubber chicken which is the one Midnight swapped has been moved or tampered with.

Midnight having successfully succeeded in getting ahold of the rubber chicken places it in her bag as she teleports back to her library so she can put it in her safe along with the spool of thread and the badge for safekeeping.

With her plan to get ahold of the third key a success, Midnight tucks herself in her own bed and goes to sleep peacefully with a content smile on her face.

“Three down, three to go.” Midnight said to herself as she started to fall asleep.

Author's Notes:

Like the previous two chapters, Midnight has once again manipulated the events of Rainbow Dash's birthday party by escalating the conflict between Pinkie Pie and Cheese Sandwich by further fueling Pinkie's pride into challenging Cheese Sandwich to a goof-off where either outcome results Pinkie being driven out of town or what really happens is Pinkie stays and manages to obtain the key of the Element of Laughter.

Now Midnight has three of the keys in her possession with three more out there to go.

And a heads up for those who have read up to this point I will be doing "Three's a Crowd." in my story which come out sometime later this week which will feature Princess Cadance for the first time since the Princess Midnight special so something interesting to look forward to for those wondering her role in this story.

Chapter 21: Three's a Crowd

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Chapter 21:

Three’s a Crowd

During the time Midnight has been pursuing the keys to unlock the Elements of Harmony she has also taken the time to write a letter to Princess Cadance earlier in the last week. In the letter she wrote:

Dear Princess Cadence,

How have you been?

It has been a while since the wedding since we last saw each other so how about we get together in Ponyville to spend time together sometime this weekend?

I understand that you don’t trust me since you know the truth about me but I can assure you that all I’m asking is just some quality time with my sister-in-law and the pony who used to foal sit for me.

And as a princess now you have my word that I swear no harm will come to you during our visit if you agree to visit.

Give some time to think about it and let me know and if you say no I can respect that.

With high regards

Your sister-in-law,

Midnight

The next day the letter makes its way to the Crystal Empire where one of the royal guards walks up to Princess Cadance in her throne room with Shining Armor in his royal guard uniform standing at the bottom of the staircase leading up to Cadance’s throne where Cadance is sitting from above.

“Your majesty.” The royal guard announced as he presented the letters. “Your mail.”

“Thank you sir.” Princess Cadance politely replied as she used her magic to pull the letters to her as she looked through them before widening her eyes on the letter from Princess Midnight.

She immediately opens the letter and reads in it with surprise in her eyes.

“Everything all right, sweetie.” Shining Armor asked as she sees his wife's widen eyes.

“Yes.” Princess Cadance quickly replied after snapping out of her shock. “It’s just a letter from Twilight.”

Hearing this causes Shining Armor to react in shock hearing this. “Twily? What did she write to you about?”

“Well it’s nothing threatening.” Cadance reassuringly told her immediately worried husband. “According to her letter she is just asking to spend some time with me.”

“Cadance, if I were you, I would decline her offer.” Shining Armor said seriously. “This is just a trap so she can lure you into a false sense of security so she can take over the Crystal Empire.”

“But Twilight doesn’t have a reason to harbor resentment me.” Cadance reminded him. “I didn’t do anything to her that upset her unlike you and what if she is not trying to pull tricks on me.”

Shining Armor eased up a little when remembering that Cadance was one of the few ponies who was at the wedding who didn’t hurt Twilight which contributed to her becoming an all-powerful and dangerous alicorn with the ambition to take over Equestria.

“Besides, this could actually be an opportunity for us.” Cadance added. “A chance for me to reach out to her and convince her to make amends with you.”

After thinking about it more Shining Armor reluctantly replied “Just please be careful. Because the last thing I need other than losing Twily to her descent to madness is to lose you too.” Shining Armor pleaded with her to be wary of her evil sister’s manipulations.

“Don’t worry Shining, I will.” Cadance firmly answered as she turned to the guard. “Sir, could you do me a favor and fetch me my quill and paper.” She politely asked him so she can write a reply back to Twilight.

“Yes, your highness.” The guard bowed as he ran off to do so.

On a relatively peaceful morning in Ponyville, Midnight went outside to her mailbox, took the letters out, closed the mailbox, and went back inside. She skimmed through the letters placing them on her desk after briefly reading them before finally getting to a particular letter with a familiar crystal seal on the back of the envelope. Recognizing who it had come from, Midnight opened the letter and read it without hesitation. When she had finished reading a content smile formed on her face as the letter was from Princess Cadance confirming that she can make it to Ponyville to see her.

Of course this means trying to meet up with Cadance is going to be an opportunity for her to try to reach out to her and the girls are going to be on high alert watching out for the princess’s safety when they hear that she is in town Midnight is not worried about that for she has already made plans to deal with that.

At that moment, a knock is heard on her door. Midnight answers it and it is Fluttershy standing at the doorway.

“Hello, Fluttershy.” Midnight pleasantly greeted the peagsus. “What brings you here?”

“Um, so sorry for barging in like this." Fluttershy fearfully apologized before continuing. “But um there seems to have been a little mix-up with my mail that somehow managed to get here by mistake.”

"Oh, don't be silly Fluttershy, you're not interrupting anything." Midnight said in a surprisingly kind tone as she handed her the letter she got by mistake much to Fluttershy’s surprise. "Were you expecting some important mail too?" She questioned the nervous Peagsus

"Oh nothing really other than the news that Equestrian Society for the Preservation of Rare Creatures have given me permission to observe the rarest, tiniest, most adorable magical creatures in all of Equestria – the Breezies!" Fluttershy nervously and quickly replied as she explained.

Midnight was impressed to hear this as the Breezies were among the hardest to find creatures in Equestria. Being allowed to observe them was quite an achievement. "Wow, Fluttershy, that's fantastic!" Midnight spoke as she smiled. "Getting to see the Breezies is quite a difficult achievement to accomplish!"

"Oh, it's not just fantastic; it just might be the best news ever!" Fluttershy said happily while still quivering in fear.

Just then, Pinkie Pie came barging in knocking down the door and tackled Fluttershy. Just like with Fluttershy and Midnight, she seemed excited about something. And it didn't take her long to explain what that something was which left Midnight wondering what she is risking a visit to her home to tell Fluttershy.

“I just got the most incredible mail anypony's ever received in all of recorded pony postal history!” Pinkie excitedly explained while holding up a flyer with Fluttershy opening her jaw in apprehension while Midnight’s smile turns in stoic disinterest as she fixes the front door she knocked down. “It's a flyer about a one-day sale on used patio furniture! Aah! Could this day get any better? Woo-hoo!”

Midnight simply rolled her eyes that Pinkie was actually interested in clearly used furniture.

“I gotta go see this furniture.” Pinkie said as she hopped up and dashed.

Midnight could only wonder how Pinkie managed to stay focused on Fluttershy the whole time and not even notice Midnight despite her fear for her but it was enough to trick Pinkie into going away for the time-being to get her out of the way so she simply decided to just let it slide as she turned her attention back to Fluttershy.

“Well, since you’re here.” She said as she uses her magic to summon a bag, a hat, and a scarf. “You can help yourself to these supplies for your visit.”

“Oh.” Fluttershy said in surprise seeing this kind gesture from her former friend. “I don’t know what to say.” She added as she looked into the bag to see she has packed her a book on Breezies, a map, water bottles, a camera, and some snacks for her trip.

“Consider it an apology gift for accidentally coming across and opening your mail.” Midnight told her with a smile on her face.

“Well, thanks I guess.” Fluttershy nervously responded as she placed a bag on her bag, the hat on her head, and the scarf around her neck.

“Well, goodbye.” Fluttershy meekly said as she backed away from the door and ran away as soon as she was out of the library as Midnight waves bye with her hoof as her smile turns into a devious smirk as little does she know is that she has placed and attached an unnoticeable tracker and hidden camera in her bag so she can monitor her and the Breezies later on.

Shortly afterwards, Fluttershy all dressed is prepared to take her train to her trip to see the Breezies with her friends seeing her off at the train station.

Unbeknownst the ponies Midnight was watching from her crystal orb as she makes her way to the train station to greet Cadance.

“Here's a wrap, in case it gets cold.” Rarity offered with a bright smile, opening Fluttershy’s saddlebag and placing it in there.

“And I packed you a basket of nice fresh apples in case you get hungry.” Applejack added as he placed a basket of apples in front of Fluttershy.

“Have a great time!” Rainbow Dash expressed.

“Oh, I will. And I hope you have fun back in Ponyville.” Fluttershy returned as Rarity used her magic to readjust her hat as the train whistles blow signaling that the train is about to leave. So Fluttershy immediately boarded her train as the conductor calls out “All aboard!”

The conductor looks at his pocket watch and then boards the train himself as the train departs the station.

“Goodbye! Goodbye, everypony!” Fluttershy called out waving to her friends as she rode the caboose.

“Fluttershy!” She screamed out as she chased after the train. “I'll never forget youuuuuuu!” She screamed as the train literally left her in the dust before catching her attention to a floating red balloon passing by her. “Ooh, something floaty! La-la-la-la-la!” She happily trotted back to the train station as every pony heads off from the train station.

As the four ponies head back home Midnight casually trots by them heading towards the train station.

“Nice day for a friend heading off for a trip isn’t it.” Midnight causally said as she walked by.

Seeing this causes them to register bewildered looks on their faces as their former friend just walks by them and politely greets them without tearing into them as they watched her arrive at the train station waiting for somepony.

“Are you girls hearing and seeing what I think I’m hearing and seeing?” Applejack asked the others.

“That Midnight just greeted us instead of taking another opportunity to tear us apart?” Rainbow Dash answered yes to Applejack’s question of Midnight’s surprisingly display of kind politeness to them.

A train whistle is heard approaching the station and it is a crystal train which means Princess Cadance is arriving in Ponyville to visit Midnight.

“Oh, no?” Rarity gasped in realization. “That train! That means Princess Cadance is coming here!”

“We gotta stop her before she hurts the princess!” Rainbow Dash fiercely said as she flew off at top speed just as the train pulls up to the station and fanfare played as the side door opened with two of the crystal guards walked out with a red roll of carpet rolled out, as Princess Cadance walks out with a flashy appearance.

Both Princess Cadance and Midnight bowed each other to greet each other. ”Your Highness.“ Princess Cadence greeted.

"Your highness." Midnight greeted in the same tone as Cadance.

Seeing this causes Rainbow Dash to fly over the two alicorn princesses instead of charging at Midnight causing her to skid on the platform getting splinters on her hooves as she crashed onto the ground off of the platform catching the princesses attention.

The two crystal guards quickly ran over and tackled Rainbow Dash treating her as a threat to their princess.

While Cadance was concerned for Rainbow Dash, Midnight expressed silent satisfaction with Rainbow’s suffering with a malevolent grin on her face.

“Guards, stand down!” Princess Cadance commanded them to which they immediately obeyed and released Rainbow and backed away a couple of steps as Cadance approached the injured peagsus.

“Rainbow Dash, I apologize for my guard’s behavior.” Cadance apologetically told her as she helped her up.

“But what are you doing meeting with her.” She asked while pointing a hoof at Midnight.

“She is here to spend some quality time with her sister-in-law as I invited her over myself.” Midnight answered.

“What?” Rainbow Dash asked in shock as Rarity, Pinkie Pie, and Applejack ran up to them to see what is going on with stunned looks hearing that she actually agreed to meet with her.

“I’m afraid she is telling the truth this time.” Cadance confirmed as she directed her attention to her.

“But darling do realize who you are dealing with?” Rarity asked as if she doesn’t not what she is getting herself into.

“Yes I do as even though we don't see eye to eye she is still my sister-in-law.” Cadance firmly replied as she flew up to the platform to face them. “I’m trying to see if I can get her to come to her senses.”

“Um, I hate to be honest here but Twilight right now is not the pony who is going to listen to reason.” Applejack hesitantly told her the one big flaw with that plan.

“Look I know this doesn’t seem wise but she was willing to listen to me since I didn’t do anything to her hurt her.” Cadance acknowledging the risk she is taking but pointed out the plus side of what she is trying to do which lead to the girls to see what exactly she meant as she wasn’t there when they walked out on Twilight at the rehearsal since like her she was a victim of Queen Chrysalis’s machinations with knowing looks. "Which is why I agreed to meet her so I could try to convince her see what she is doing is wrong and get her back off from whatever she has planned to take over Equestria and from doing something she might regret.” Cadance calmly explained as she continued.

“And if she is pulling any tricks up her hooves.” Rainbow Dash asked still uncertain as she flew up to the platform but still flying due to being in pain from the splinters in her hooves.

“That’s where you girls come into play.” Cadance responded as she turned to Rainbow Dash handing some ear devices to each of the ponies. “From afar I’ll have you girls listen on to our conversation and keep and eye on us from afar that way you can spring into action if Midnight does try anything to harm me.”

“I suppose since she is willing to listen to you we could do that.” Applejack reluctantly agreed.

“Great! I knew I could count on you girls!” Cadance warmly thanked the girls as she walked back up to join Midnight.

As Cadance walked back up to the train platform she nodded at her guards that everything is ok as they walked back into the train with the red carpet rolling back inside the train and with another whistle the train departed the station leaving the two alicorn princesses to walk off together.

“Well, I gotta get myself to the hospital.” Rainbow Dash apologetically told the others as she looked at her swelling red hooves “Since I’ve got a ton of splinters on my hoofs.”

In a flash, Rainbow Dash flew off to get her splinters treated leaving Rainbow Dash unable to help for the rest of the day with Pinkie Pie running after her to nurse her back to health.

“Rainbow Dash!” Pinkie shouted after him. “Wait for me!”

“Guess that just leaves you and me to watch over.” Applejack told Rarity as they prepared to follow them. But before they could they had to stop in order to avoid being hit by a giant blue object coming towards them at great speed which flew and crashed into a nearby tree.

Applejack and Rarity ran up to the tree wondering what it was.

“What in tarnation is that?” Applejack asked.

“No, not a "what", but a "who", dear.” The mysterious but familiar voice in the tree said.

“Oh, no... That sounds like...” Rarity said recognizing the creature’s voice as he sneezes causing all of the leaves from the tree to burn off in blue flames revealing the creature to be Discord who is all blue all over his body.

“Discord!” Applejack and Rarity exclaimed as Midnight secretly looks back with a knowing smirk on her face that her counter-plan is falling into place.

“What in tarnation are you doin' here? And why the jumpin' June bugs are you blue?” Applejack asked the Lord of Chaos.

“More like a shade of cerulean, to be precise.” Rarity whispered to Applejack feeling the need to correct her as she pointed out Discord's new color coat.

“What are you, sick or somethin'?” She questioned Discord as he coiled down from the tree and then sneezed again flying backwards a small distance and onto the ground.

“Well, of course I'm sick.” He responded while crossing his arms and pointing towards his skin. “The blue skin? These sneezes? Could somebody find me a fainting couch?” He asked as he and Applejack looked at Rarity expecting one from her.

“What?” She asked in confused disbelief at the thought that they actually believe she is going to lend a fainting couch to him.

“If you're so 'sick', why have you come here instead of, y'know, staying home in bed and getting over your weird illness?” Applejack skeptically questioned as Discord sneezes again and blows his nose.

“Because this condition has left me helpless, simply helpless!” He responded as he laid against the tree weakly as Applejack raises an eyebrow not buying his story. “Why, I can barely lift a spoon.” He added as he tried to light a spoon only to struggle and fall onto the ground causing the two ponies to roll their eyes annoyed by his antics.

“Oh, if only Fluttershy was here, alas she is on her trip to see the Breezies. Oh, wish I hadn’t forgotten that was today.” Discord sighed as he brought up the fact.

“How do you know about her trip?” Applejack asked him surprised and suspicious of his knowledge of Fluttershy’s whereabouts.

“Well, she told me about it in her last letter.” He explained as he pulled out one the letters from his suitcase.

“You and Fluttershy write each other letters?” Rarity asked confused and surprised hearing this.

“Well, of course we do! We're friends!” He explained as he now appeared wearing a hospital gown while hooked up to water pouch injecting water into his veins. “It's just such a shame that today of all days is when I really need her. Oh, well, it’s a good thing you two volunteered to be my own personal nursemaids.” He said smiling at the two ponies.

“We did?” The two ponies looked at each other in confusion not recalling when they ever agreed to even to do that as Applejack quickly leans in to Rarity’s ear.

“That joker's up to something, and whatever it is, we're gonna keep it as far away from Princess Cadance as possible.” Applejack whispered to her in a hushed tone as they looked at Discord who is lying on a hospital bed hooked up to a heart monitor.

“You’re right.” Rarity whispered back. “It’s bad enough that Midnight is dealing with her right now with who what’s what she could do her. Although I do so wish we could be able to watch over them like she asked us to!”

At that moment the tree turned into Discord who is now looking down on them literally.

“Did I hear you two talking about Princess Cadance's visit with Princess Midnight?” He asked with intrigued interest. “Or as very few ponies who know the truth call her Princess Twilight?” He asked them intrigued of what he is hearing.

“Maybe.” Applejack answered half-honestly.

“Fluttershy had mentioned that those two were getting together today. Mm-hm. How wonderful for them both. It is so rare that those two get to see one another.” He pleasantly noted. “Especially after Twilight became the villainous mare Midnight.” He added leaving the two surprised that Discord knows that as well. “I don't know about you, but I sometimes wonder how close they could actually be.” He wondered as Applejack and Rarity look at each other wondering what he is up to and what he is implying. “All those years apart before being reunited? And then seeing each other from time to time as Twilight adopts her dark alter-ego that only the ponies close to her know the truth.”

“They're plenty close.” Applejack again half-honestly said.

“And if they're not, this rare opportunity to focus on their friendship will certainly bring them closer. Unless...” Discord said with ideas in his head.

“Don't even think about it! They mustn't be disturbed!” Rarity sternly warned him against pulling any tricks on them. “It’s bad enough that Midnight is around the princess!”

“Disturb them? I wouldn't dream of it.” He defensively answered before picking them up by their heads. “Not when I have two such dear friends of my own who have already offered to take care of me.” He smiled and then dropped them back on the ground. “And at such peril! This flu of mine is highly…” He suddenly feels an itch on his nose causing him to sneeze on them ”…contagious.” He finished as Applejack and Rarity turned blue and sneezed flying backwards a distance knocking them out cold.

“Oh no, I've gotten you both sick.” He said with faux shock. “Whomever shall I turn to now in my time of need?” He questioned himself as he chuckled evilly having succeeded in getting them sick and out of the way just as planned.

Midnight having watching the scene from her orb is pleased to see that Discord took care of them just as planned before she put her orb away as she and Cadance faced each other while walking into town.

“Now that everything is all settled…” Midnight started as she genuinely smiled. “…Let me start by saying how great it is that you could make it. I’ve been looking forward to this for quite some time now.”

“And I can definitely say the same as well.” Cadance somewhat nervously replied but maintained her composure while still sporting a friendly smile. “Although not the way I had hoped. But knowing you, you made some plans.”

“Boy have I.” Midnight eagerly said as they approached the town square. “Just a nice day at the town square for sightseeing as the Star Swirl the Bearded Travel Museum is in town today.” She then stopped for a moment as she raised a hoof up as she remembered something “Which reminds me…” She added as she uses her magic to make her Star-Swirl costume appear on her. “…Got my costume ready just for the occasion.” She chuckled as she continued walking.

“Well, at least there are parts of you that haven’t changed even with your new approach in life.” Cadance awkwardly commented while trying to find the right words to describe her.

“Oh, come on now.” Midnight grinned as she nudged Cadance. “Just because I have different ideas and goals for Equestria’s future doesn’t mean I’m still the same pony as before. Besides, there is that old saying “Don’t judge a book by its cover.” She added referring to her appearance that makes her seem villainous but is deep down a pony who has good intentions for Equestria even when her methods going about are extreme and has put up a very convincing act while doing so.

“True, but don’t take this the wrong way but there are better ways to focus on that goal without hurting other ponies.” Cadance reluctantly told her in an attempt to get her reason with her nicely. “A princess always looks out for every pony’s well-being other than looking out of her own interests.”

“And throughout my time as princess I have been looking out for them.” She calmly replied. “Even when there are times I have had to make tough decisions.” She added as a way to tell her again that what she is doing is tough but is necessary.

“I understand that, but I am just telling you this so you don’t do something you might regret.” Cadance advised while still being very understanding of her response. “Because I really care about you and it would be devastating if you got banished to the moon or worse killed.”

“And I can assure you that neither of those things will happen because I know what I’m doing and I’m always a step ahead.” Midnight reassured her concerned sister-in-law as they arrived at the museum exhibit even when she is not so sure that she gets the message and is wondering where the girls are unaware that Midnight had already sidelined her backup. “Oh, look we’re here!” Midnight happily said as they arrived. “A whole day to celebrate Star Swirl the Bearded. What could be better?” She asked Cadance with some excitement in her voice.

“Absolutely nothing at all.” Cadance warmly responded before she gasps and trotted up to something that caught her attention. “Is that the candlestick he used to light the way when he was exploring the caverns of Maretania?” She asked, eyeing a candle stick in a glass case.

“It sure is!” Midnight happily replied.

“Oh, I can't believe I'm getting to see it in real life!” Cadance eagerly exclaimed as like her she is also a big fan of Star-Swirl the Bearded.

At that moment the candle shook and turned into the appearance of Discord.

Princess Cadance yelped at the sight while Midnight shows an unimpressed look.

Discord sneezes, forming a blue bubbly liquid which crept out of the showcase and toward them causing the princesses to step back a bit until it stopped. Discord once outside of the glass case appeared in his normal size and literally put his head on his body.

“Discord. What are you doing here?” Midnight asked unamused by his antics.

“Oh, dear, dear Princesses, I'm sorry to say that I'm sick” He said in woeful pain as he turned away to cough causing to pull their heads back to avoid getting coughed on. “Blue flu.” He added.

“Blue flu?” Cadance questioned Discord while Midnight could only return a look that says “Are you kidding me?”

“Ah, I fear I've already given it to poor Applejack and Rarity.” He added as his nose itched up a sneeze.

Through quick thinking Cadance used her magic to summon a magic health bubble to protect her and Midnight from Discord’s infectious sneeze.

“Magic health bubble.” Cadance explained to her.

“Good thinking. “ Midnight complimented impressed with her magic abilities.

“Indeed.“ Discord agreed as he pressed his face against the bubble. “How would Midnight nurse me back to health if she were sick too?” He added as he placed a claw on the barrier of the bubble. “You will be letting me stay at your place until I'm all better, won't you?”

“Well, I suppose even though the timing is very inconvenient.” Midnight grudgingly said while looking at Cadance as she was really looking forward to spending a whole day with her undisturbed.

“But taking in the sick and the desperate is something a friend like Fluttershy would do.” Discord reasoned in a pitiful tone as he opened his claws to release butterflies. “Helping something that friends do for friends?” He added giving her the puppy dog eyes look before crossing his arms looking put out. “Unless, of course, you're really saying that you're not my friend.” He added when Midnight gave him a stern look.

“No, that is not what I'm saying.” Midnight calmly answered.

“Oh, how elated I am to hear that.” He said as he quickly returned to his mischievous behavior and walked up on top of Cadance’s health bubble. “Shall the three of us head back to your place? I don't want to get anypony else sick.”

Midnight sighed in response as she and Cadance headed off to the library. “Guess we don't have much choice.”

“Carry me?” He raised a hoof as he slipped off the bubble back onto the ground as a result of Cadance moving with Midnight.

“It isn't far. I think you can manage.” Cadance politely replied as she turned back to face Discord as his wings literally fell off.

“Oh, poo.” Discord complained as he settled to slither his way to Midnight’s home trailing the two alicorn princesses behind.

Once they all got to the library, Discord is all tucked in Midnight’s bed with a fluffed pillow courtesy of Cadance’s magic.

“Need anything else?” Midnight asked.

“Just knowing that I have a good friend like you to take care of me has made me feel better already.” Discord responded as he began going through her stuff, opening the drawer in the nightstand and pulling out the scrolls messily. “I'll be fine here on my own.” He added as Midnight quickly confiscates all of the stuff Discord touched and put them back into her drawer and placed a magic lock on it to prevent him from accessing her personal stuff. “Oh, just before you go, just a little small request.” He called out to the two as they were about to leave asking for another favor leaving Midnight to sigh at his lack of manners.

“As long as you promise not to go through my personal belongings.” She irritably told him while giving Cadance an apologetic look.

“It's all right.” Cadance reassured Midnight in a whispered voice. “We'll just get him what he wants and be back to the exhibit in no time.”

Hearing that was enough to get Midnight to smile for her.

“What was it that you needed?” Cadance nicely asked.

“A little glass of water please

A fresh pressed hanky if I sneeze.”

Discord started to sing as he pulled a hanky from Midnight’s ear who looks on unamused.

“Some tea with honey from the bees

Whenever you can brew it.”

He sang as he magically popped up a tea cup with bees flying out of it before magically making it disappear and looked at the two alicorns with fluttered eyelashes.

“I'll get your tea.” Cadance politely told him as she walked off to do so.

“And while I get a little rest

A teeny tiny small request.”

He sang as he appeared in the bed then made two duplicates of the bed with a miniature sized Discord pulling out a bottle of oil as he appeared from under the mini bed.

“Some codfish oil for my chest

Poured from a crystal cruet.”

He sang as a giant codfish appeared holding up a hat and cane.

“A crystal cruet?” Midnight questioned as Cadance came back with the tea as Discord continued to sing at a faster pace.

“My goodness, I'm a nincompoop

Because I fear I've got the croup”

He sang as flower marks appeared all over his skin as Midnight and Cadance stir up pumpkin soup in a big black cooking cauldron pot.

“I need a vat of pumpkin soup

And scarves made out of zinnias.”

He sang as poured flowers out of the pot onto them

“Did I say zinnias? I meant silk

Or something shiny of that ilk.”

He sang as he turned the flowers into silk and spun the two around.

“And then I'll need some nice warm milk

And pastries from Abyssinia

And since my stomach's feeling crummy

Why not give my aching tummy.”

He sang as his face appeared on his stomach and rolled his eyes as Cadance covered her eyes from the sight while Midnight groaned in disgust.

“Something soothing, something yummy

Piled up with noodles?”

He sang as he made noodles appear and drop on both of them causing the two to give him annoyed looks.

“Add a slice of homemade rye

With stacks of Swiss way up high

Served with sides of sweet mince pie

More basil; I need oodles!”

He sang as sits in front of a table of food with Midnight dressed as a waiter outfit with glasses taking his order.

“Anything else?” Midnight asked as she rolled her eyes annoyed with his antics.

“I'll be grateful for your charity

Until the bitter end”

He now slowly sang as he had Midnight share a forced slow dance with him in the spotlight and then appeared with Midnight on top of him and forced her to lift him up as he stood up.

“Because I've heard that tenderness

Is what you lend an ailing friend

Tenderness, isn't that right, friend?”

He sand and questioned as he pulled Midnight in close to her.

“Right, but—“ Midnight tried to say to him but gets cut off by Discord as he begins to sing fast and upbeat again and dropped Midnight to the floor.

“So, who's ready for my big reprise?” He told the two with Midnight silently saying to herself “Not again.”

“I'd like that glass of water please

Some magic spell to cure disease

A firm "gesundhoof" when I sneeze

A fresh bouquet of roses”

He sang as he had Midnight and Cadance appear wearing black robes with Midnight again having big glasses on her eyes and then pulled her horn having it appear as a bouquet of roses causing Midnight to glare at him with silent fury with the look that she would have killed him on the spot if he actually broke off her horn.

“Some lozenges will soon appease

My wheezing when I start to sneeze

A wig to keep me from the breeze.”

He sang as he literally swapped their manes.

Midnight personally didn’t mind the mane swap as she thought her black mane looked interesting on her bright coat of fur while she thought Cadance’s mane adds some brightness to her dark coat of fur when Discord showed them his wrapped up toes.

“And blankets for my toes-es

Take tweezers out of my valise

And then massage my knobby knees.”

He sang as he had the two literally massaging his toes who both looked away uncomfortably of having to do that.

“A bowl of peas, some extra cheese.”

He sang as the two shredded cheese onto a bowl of peas.

“A cuddle with a Pekingese

A singing harp who's named Louise

A goat on skis, a new trapeze

And more and more and more and more of these

And just because I oughta...

Make sure I'm drinking in the right

Amount of fluids day and night

I wish I may, I wish I might

Have just one little thing

Oh, would you please finally bring

Me that tiny glass

Of water?!!”

He finished singing as he flooded the room with the water quickly being evaporated by Midnight using her magic to evaporate the water by summoning fire to engulf it with another unamused expression on his face as Discord tucks himself back into bed and coughed again.

Cadance using her magic fills up a glass with water as requested and handed it to him who moves to sip from it only to “accidentally” drop it and break the glass.

“Oops. Sorry.” He “apologized” as he sneezed again blowing blue bubbles which Cadance was quick to repel with her magic health bubble spell again as Midnight glared at him seeing right through that he did that on purpose before walking away clearly irritated by his behavior.

“How did you even catch this flu?” Cadance asked him as he got back up.

“Inadequate hoof and claw washing?” He answered as he sprayed anti-germ spray on Cadance’s magic bubble.

“There must be some way to just cure you! There has to be a spell or remedy in one of my books!” Midnight wondered as she looked through multiple books with her magic.

“There is one way... “Discord brought up as he turned onto the bed to face them.

“And you didn't think to mention it earlier?” Cadance crossly questioned him for waiting until now to tell them.

“Slipped my mind.” Discord merely answered without any hints of apology in his tone of voice.

“Well of course it would since managing important details in life is beyond you.” Midnight sarcastically responded as Discord uses his magic to make a cloud appear with a huge flower on the top of the hill.

“On a hill at the very edge of Equestria, there grows an exquisite magic flower. Pick the flower as it drops its petals at sunset. Then you can make a magical soothing elixir to cure the blue flu.” He explained as he pictured the flower wilting with its petals mixed into a brew in a tea pot that Discord drinks from returning to his normal color. He then snapped his finger to make the cloud poof away.

“I suppose you have a good reason you didn't bother to get this flower as soon as you realized you were sick?” Midnight questioned him with a raised eyebrow sounding suspicious of Discord at the moment.

“Well, I couldn't travel that far in my condition. By the time I got there, I'd be too weak to even attempt to retrieve the flower.” Discord attempted to justify his reason while curled up under the blanket with shivering as he is cold.

“So where exactly are Cadance and I headed?” Midnight asked.

“Well…” Discord started as he appeared in a tourist outfit holding up a map. “You'll want to head north, turn left, th— “He then stopped with sudden realization. “Oh... You know, it'd be much easier if I took you there myself.” He said as he formed a paper sailor hat on Midnight’s hat which she quickly took off.

“I thought you were in no condition to travel.” Cadance questioned suspiciously.

“I'm not. We'll need to make some arrangements.” He answered as he placed both of claws on both alicorns as he chuckled.

"Don't even think about it Discord!" Midnight sternly warned him against pushing his luck with what he can and can't do under her and Cadance's care as she used her magic to place him in a magical barrier than only she can break as she flew off ahead with Cadance following behind as the Lord of Chaos simply pouted in response that he couldn't get the girls to carry him on a chariot.

By forcing Discord's cooperation he guided them to the edge of Eqeustria where the flower is said to be located as Midnight carried Discord still in her bed and inside her magical barrier bubble. Once they managed to reach their destination Midnight canceled her spell to allow the magical barrier to disappear allowing Discord to be free while still recovering on her bed. Even though Discord was on her bed, Midnight didn't care as she plans on burning it when this is all over since Discord rubbed his chaotic magic all over it.

“The flower is just at the top of that hill.” Discord told them as he pointed to the flower at the top of hill which meant another long walk for the two of them.

As the two walked up the hill Midnight sighed as she started to speak.

“I'm really sorry about this. All I wanted was to have some peaceful quality time together.” Midnight apologized to her.

“I know, I was looking forward to it too.” Cadance kindly returned.

“I just don’t know why Discord feels the need to do this us. If it weren't for me he would have been forcing you and me to carry him with that huge chariot.” Midnight commented.

“Well at least once when get this flower he’ll be out of our way and we can enjoy whatever time we have left to spend together.” Cadance assured Midnight as they neared the top of the hill.

“That’s true.” Midnight said with a smile before it turned to a frown at the thought of Discord. “Even though I something about his “blue flu” very fishy.”

The two made it to the top of the hill as they looked up at the huge flower from above.

“This is the top. So that means here’s the flower.” Midnight said as she looked around the cliff before noticing the flower and turning her attention to Cadance. “Come on, if we hurry, we can still have some time together.”

Working together the two were able to use their magic to pull the flower slowly and surely from the ground.

“One... last... pull!” Cadance said the flower roots were almost pulled.

With one last pull the two were able to pull the flower off from the ground and off of its roots.

“Phew! Let's get Discord and this flower back home, then all our problems are solved-“ Midnight happily started to say before being cut off by Cadance’s attention to the ground shaking.

“What in Equestria?!” Cadance exclaimed as a giant wormlike creature a Tatzlwurm appeared from the hole and then roared that them showing his mouth having three tentacles under three flaps seeking the alicorn princesses as prey causing Cadance to scream in fear while Midnight on the other hoof shows no fear in the face of the giant creature unfazed by his threatening appearance.

The Tatzlwurm lunged at Midnight and then Cadance who both quickly dodged his attacks as the two flew up in the air. The Tatzlwurm responds by crawling back into its hole and then leaping back up at great speed managing to nab Cadance’s rear hoofs with his tentacles.

“Twilight! Help!” Cadance cried out for help.

Midnight seeing this flies back in furiously as the Tatzlwurm plummeted back to the ground.

“Get your coils off my sister-in-law!” She shouted at the Tatzlwurm as she shoots beams of magic at him causing the Tatzlwurm to let go when he screamed in pain allowing Cadance to fly out of harm’s way as the Tatzlwurm feel back onto the ground.

The Tatzlwurm then leaped back up and grabbed Midnight with its mouth trying to drag her into his mouth. Midnight was able to fire magic at the Tatzlwurm with additional magic provided by Cadance who shoots at it to help free Midnight.

“Let go of my sister-in-law!” Cadance shouted as she attacked the tentacles herself, allowing Midnight to be freed from the combined attack.

Midnight seeing this is very grateful for Cadance coming to her rescue even when they are technically enemies at the time wanted to thank her but had to focus on dealing with the Tatzlwurm first as it leaped up and grabbed them in his mouth. Working together they easily were able to free themselves and emerge from his mouth as it falls back to the ground again. By using their magic they were able to force the Tatzlwurm on the defense.

“Just... a little... more!” Midnight said as she added a little more power to push the creature back into the hole.

“And for good measure...!” Cadance said as she grabbed several boulders with her magic to plug up the hole in the ground to keep the Tatzlwurm from emerging back up again which worked wonders as the wright from the boulders was enough to keep him from being able to attack them again.

Once the Tatzlwurm was defeated, Midnight and Cadance were able to land and relax in relief now that that's taken care of.

“Are you okay?“ Midnight asked as she looked at Cadance.

“Yes.” Cadance replied as she is ceasing her panting. “Better than okay actually.”

“Then let's get Discord back to Ponyville, make that elixir, and finally get a chance to spend some quality time together.” Midnight said eagerly ready to put an end to dealing with Discord and getting continue their bonding time.

By focusing their magic, they carefully picked it up and moved it as they flew back to Discord.

As they flew back to the bottom of the hill they saw Discord dancing and cheering in his normal color something that surprised both alicorns when they saw this.

“To the ends of Equestria! To face such great danger! And she did it for me! She did it all for me, for me, for me!” He laughed as then appeared wearing goofy clothes as Midnight and Cadance landed in front of him. He stopped and raised his shades to notice them as they angrily glare at him when they see that he was faking the whole time.

“So I was right. You were faking!” Midnight flew up to Discord’s face still glaring at him as she addressed him all without raising her voice.

“I was! But I had a very good reason.” He admitted as placed a claw on Midnight to lower her back to the ground.

“We're listening.” Midnight sternly answered wanting to hear his very good reason for doing it.

“Well, I was in my thinking tree – that's where I do most of my really deep thinking.” He explained as he made a big tree appear and grow as Discord sat on one of the branches before making it disappear. “I was there, and I said to myself, I said, "Discord, your friend Twilight says that she's your pal, but she never writes and she never pops in for a visit." He added as he wrapped an arm around Midnight.

“I don't even know where you li-“ Midnight tried to explain only for Discord to cut her off by pinching her lips shut.

"Now that she's a princess, maybe she's decided that she's too good for you." Discord continued to explain as he made a crown briefly appear on his head.

“I have never considered myself t-“ Midnight again tried to say in defense yet is cut off by Discord again.

“But how was I supposed to know for sure that I'm truly still friends with one of the most important ponies around?” Discord continued as he was questioning himself.

“I'm not more-“ Midnight again tried to explain yet is cut off again as Discord picks Midnight up with his tail.

“By seeing if you would go to the ends of Equestria for me, of course. Which you did, literally.” Discord leaned in to Midnight’s face as she rolls her eyes in annoyance. “Congratulations, Twilight, you passed my friendship test!” Discord congratulated Midnight as she shook Midnight’s hoof and placed a medal around her neck with Discord giving a thumbs up in front of Midnight’s right eye as Discord puts together the other half.

That still didn’t change the annoyed and angry glare on Midnight’s face as Discord twirls a flag around.

“Why the angry eyes? You love passing tests. It's not because my little exam put a damper on your visit with Princess Cadance, is it? Made it so that there was no time for you two to focus on your friendship?” Discord commented rudely as Midnight grits her teeth angrily ready to give him a piece of his mind until Cadance spoke up.

“You didn't put a damper on our visit at all.” Cadance gladly replied.

“He didn't?!” Midnight said surprised hearing this.

“I didn't?!” Discord responded in the same tone at the same time Midnight spoke.

“Spending the day at the Star Swirl the Bearded exhibit would've been more relaxing, but to be honest, relaxation is the last thing I need.” Cadance explained as Midnight landed back on the ground.

“It is?” Midnight asked with a hopeful smile.

“Don't get me wrong. Life in the Crystal Empire is wonderful, but it's become a little... predictable.” She shared as she turned her head for a moment.

“I enjoy a little excitement now and then. Getting to face all these challenges today was just what I needed. And facing them with you just made me realize even more how lucky I am to have somepony like you as a friend.” She added as she placed a hoof on Midnight’s shoulder and then hugged her which Midnight warmly accepted causing Discord to cross his arms displeased seeing this.

“We may not see each other very often and we may not see eye to eye at the moment, but I know deep down you'll always be there when I need you and that your heart will always be in the right place.” She added as she turned her head to Discord. “Just like she was there for you, Discord.”

“Yes, she's a real sweetheart. We're all so lucky to have her in our lives.” He grumbled seeing that he didn’t get the result he wanted although he was right about the fact that Midnight isn’t a sweetheart.

“You know, Cadance we make a really good team together.” Midnight positively commented. “Maybe we even have potential for something even more.”

“We sure do.” Cadance agreed in the same tone though unsure of what Midnight is implying.

At that moment the ground shook surprising Discord as the Tatzlwurm managed to emerge from the ground again hissing his tentacles as the three backed away.

“What in the world?!” Discord frighteningly said as he held onto Midnight.

The Tatzlwurm leaned down close to the three then sneezed snot ono Discord before he could use his magic to do anything about while Cadance and Midnight were protected by Cadance’s health bubble spell. The Tatzlwurm then slithers back into the hole he emerged from feeling ill leaving behind a trail of snot and mucus.

The two alicorns smiled as they managed to come out of it well while Discord turns sickly green with green spots managing to catch an actual sickness from that sneeze.

“At least now I can say you didn’t put a damper into Cadance’s visit since now you got what you deserved.” Midnight commented with a smirk. “The pleasures of poetic justice.” She added as Discord falls down on the ground feeling really ill.

The next day after Princess Cadance returns to the Crystal Empire and Fluttershy returns from her trip to see the Breezies Discord comes to stay over at Fluttershy’s home while he gets better for real this time.

Midnight watches from her crystal orb as Applejack, Rarity, and Rainbow Dash, came to visit now all feeling better along with Pinkie Pie visit Fluttershy and Discord who is now inside a pink health bubble at her cottage.

“I don't wanna go sayin' you got what you deserved...” Applejack started as Rarity took over.

“Well, I have no trouble saying it. You got what you deserved!” Rarity told him bluntly.

“Now, now, he's learned his lesson.” Fluttershy told them not to be so harsh on him. “Isn't that right, my little patient?” She said to Discord with a smile as she placed a hoof on Discord from the hole through the protective glove.

“I'm so glad that you're back from your trip, Fluttershy. Just your presence here is making me feel so much better.” Discord gratefully told her as Midnight watching this rolls her eyes in annoyance.

“I was just wondering, could I trouble you for just one more thing?” Discord asked her.

“Oh no.” Midnight said to herself knowing what he is about to say.

“Could you get me a teeny, tiny glass of water.” He asked.

“Of course I’ll get your water, Discord.” Fluttershy kindly told him as she patted him and then went off to do so.

“I hope your happy, Discord.” Rarity continued angrily. “Because of your sudden appearance, we couldn’t follow up to Princess Cadance’s request that we watch over her when she visited Midnight.”

“Oh I have definitely learned my lesson trying to mess with that alicorn princess Midnight or really Twilight Sparkle.” Discord told them with a pout as he crossed his arms. “Especially after she summoned that giant worm to sneeze on me after helping her keep you all away from them.”

“Wait. What?” Rainbow Dash angrily asked as Pinkie got herself a glass of water just so she could do a spit take in surprise hearing that he was part of another one of Midnight’s plans.

“Dang nabit!” Applejack said as she threw her hat down on the ground in frustration. “It all makes sense know!”

“I can’t believe she did this to us.” Rarity exclaimed in anger. “I had to clean up my mane and beautiful fur because of that!”

The four ponies, Discord, and Fluttershy who just walked in all look at Rarity with puzzled looks.

“Stare all you want, what she did to me was another crime against fashion.” Rarity told them as looked away with her head up not even looking at them.

“Just how does she do it!” Rainbow Dash as she threw her hooves up the air in exasperation. “How does she always know what we’re planning?”

“By being very smart and correctly predicting everything I thought you would do.” Midnght’s voice spoke through as she appeared inside the cottage to face them as she chuckled evilly causing the others except Discord who looks at her angrily expressed surprised looks on their faces seeing her again.

Fluttershy dropped the glass of water on the floor causing the glass to shatter upon hitting the ground.

“You!” Rainbow Dash furiously exclaimed as she charged at her again only to be froze in place just inches away from her face by the unflinching alicorn.

“Like your usual charging at me every time you see me for an example to the point my earlier appearance was enough to get you out of the way.” Midnight told the blue Pegasus as she flung her up to the ceiling to render her too weak to move point yet conscious enough to witness what she is saying and doing as she continues to speak.

“Good to see that you are both feeling better Applejack and Rarity.” Midnight complimented the two who both frown at her insincerity. “Too bad that’s not enough for me to reconsider my stance towards you girls.”

“Why in tarnation would you send Discord to deal with us.” Applejack questioned with a glare in her eyes.

“Simple.” Midnight casually answered. “One, It gives away zero suspicion if someone else did it. Two, he loves chaos. And three, he is an ally to me unlike all of you who I promised something even more valuable than friendship in exchange for his help in my services.”

“Like what?!” Applejack demanded to know what exactly she promised him.

“The privilege of getting to create chaos in a part of Equestria limitlessly.” Midnight simply answered as she turned to Discord with a content smirk of satisfaction at seeing Discord sic for real this time on her face. “Well almost limitlessly and under my rule of course.”

A couple days prior to Cadance's visit and Fluttershy trip to see the Breezies. Discord was over having tea with Fluttershy at her cottage. During when Fluttershy went to her kitchen to get some more tea and cookies for them to enjoy together, Midnight watching them from the window uses her magic to send Discord a royally made letter for him instructing him to meet him at her library.

"Take your time on the tea and cookies Fluttershy." Discord kindly called out. "I found something really chaotic outside I just got to see."

"No worries." Fluttershy kindly returned. "Just don't even try to hurt anypony because I'll know if you do." She firmly warned him that she has a close eye on him in case she pulls any tricks on her.

With a snap of his fingers, Discord immediately teleported right over to Midnight's library where she meets the alicorn princess herself.

"Well, well, well, if it isn't Princess Midnight herself." Discord jokingly bowed to her while using his magic to make a robe and scepter appear on her again.

"Nice to see you too, Discord." Midnight politely addressed him as she used her magic to take off the royal accessories. "Now that your here let's get down to business."

"Okay, but don't expect me to office work because I don't do well in cubicles." Discord commented as he appeared wearing a dark blue sleeved dress shirt, with a matching tie and jacket.

"Not that kind of business." Midnight corrected him as she sent magic at his forehead which caused Discord to feel something weird as he regains his memories of Twilight.

"Oooooh..." Discord exclaimed as he regained his memories. "Wait a minute!" Discord said in realization as she looks at Midnight. "You're really Twilight Sparkle and alive all this time!"

"Correct." Midnight calmly replied. "It's only fair that you now know the truth about me as I explain my proposition to you."

"What kind of proposition." Discord suspiciously asked Midnight as if she has more tricks and hidden truths up her hooves.

"A proposition that I think will interest you if you desire something to your chaotic liking." Midnight further offered.

"Hmm." Discord responded as he literally made an copy of his eyeball to make it closely eye her as he is watching for any tricks Midnight has up her hooves. "I'm listening. But I've got my eye on you."

"Fair enough." Midnight calmly accepted that response as she continues as she pushes the extended eyeball aside and out of her personal space. "But I can assure you I'm not trying to trick you as all I'm offering is giving you the ability to create chaos around you to your liking however you please."

"Oooh!" Discord eagerly responded as he clasped his claws. "Sounds chaotically interesting."

"As long as you carry out whatever job I have in mind for you whenever I need you and you serve me under my leadership when I take over Equestria." Midnight further explained her proposal while warning him that there's a catch to her deal.

"Hmmm..." Discord spoke in thought. "So I get free will to have whatever chaotic fun I can if I choose but under your rule?" Discord then replied by turning away while crossing his arms in refusal. "I'm sorry but I don't work wonders to following orders."

"That's fair." Midnight calmly replied accepting Discord's answer as it's no big deal. "But keep in mind this is a once in a while opportunity that Princess Celestia would never give to you if you completely decide no." She added as she flew up beside and behind Discord in order to further convince him to work with her. "You may never get another opportunity like this to be able to get have some of the fun you always wanted to have, something worth more than what friendship could ever hope to give you." Midnight further manipulated Discord into reconsidering her offer as she circled around him seeing that Discord is still hesitating after hearing Midnight's last sentence. "So again, may I ask...?" Midnight offered one more time as she offered her offer for a deal-making hoof shake. "Does my offer appeal to your interests even if there's a small price to pay."

After a few seconds of letting Midnight's words through his head Discord reached out in shook Midnight's hoof in agreement. "I'm in!" Discord evilly replied.

"Excellent!" Midnight positively replied to having cemented making a deal with Discord. "Now that we are in agreement here's the first job I have in mind for you..." Midnight began to explain her plan to him and his instructions as she looks at him with a devious smirk.

When Midnight finishes explaining the deal she and Discord made Midnight finishes by sporting the same smirk she did just after getting Discord's complete cooperation in her schemes.

“You are so lucky I’m sick for real right now because you would be bowing before me if I wasn’t.” Discord growled at the alicorn with his arms still crossed.

“Well, even if weren’t you’d still be bowing before me but you’re not are you?” Midnight countered as Discord defiantly grumbled in response. "Also next time, try to make your ailments more convincing because your blue flu excuse was as fishy as having chocolate milk fall from the sky." She reprimanded Discord for not putting much effort into making his lies sound very convincing. “The most important thing that even you need to learn is that order always triumphs over chaos.” Midnight added as she lectured him.

“But what you need to learn is that in the end light and good always triumphs over dark and evil in end.” Applejack fired back at Midnight.

“True, but that depends on who you are dealing with and it also depends on you girls accessing the only thing powerful enough to defeat me which you don’t have right now.” Midnight commented unfazed by Applejack’s comment. “But feel free to head over to the tree if any of you ever care to try to unlock that chest containing the element.” She added as Applejack, Rarity, and Rainbow Dash can only glare at her direction as she finished. “Now if you all excuse me, I’ve got plans to make for Equestria’s future.”

She evilly laughed as she teleported out of the cottage and back to her library as they all look on in stunned silence, especially Fluttershy’s, who remained frozen in place every moment Midnight was in her cottage.

Back inside her library, Midnight checks up on Princess Cadance who has now arrived back at the Crystal Empire who is now talking about her visit with Shining Armor.

“So how was it?” Shining Armor asked her as ran up to her relived that she is okay.

“It was fine, honey.” Cadance reassured him. “Aside from having to deal with Discord’s antics and fighting off a Tatzlwurm…” She added before being interrupted.

“A tatzlwurm!” Shining Armor exclaimed in shock and anger. “I knew it! She was setting you up! I never should have let you go on your own!”

“Shining Armor, she didn’t set me up to be killed. That was Discord’s plan!” Cadance firmly told him.

“Discord?!” Shining Armor exclaimed again still furious. “How did she get Discord on her side?”

“SHINING ARMOR PLEASE!” Cadance shouted to get Shining Armor to stop in surprise seeing her yell like that.

After doing her deep breathing exercise she calmed down as continued to try to explain herself.

“I’m fine. Really because even if Twilight had planned this she clearly had the heart to keep me safe as she promised and clearly she cares about me to the point she doesn’t want to see me dead.” Cadance calmly told her husband. “She saved me and I saved her in return as like we were truly sisters-in-law.”

“But why would she save your life when she could have you killed you?” Shining Armor questioned confused of Midnight’s motives.

“I think deep down her dark magic filled heart is her good side showing that she still cares about many ponies in Equestria even with darkness consuming her.” Cadance explained. “Mainly because her desires for vengeance is more focused on the ponies who actually hurt her at the wedding.”

“Right.” Shining Armor acknowledged her logical explanation with a regretful sigh before continuing. “Sorry for flying off the handle there.” He apologized. “It’s just even while Twily is showing she still has good in her despite hating me, the girls, and Celestia, I can’t help feel she always has ulterior motives for doing what she is doing and I think Twilight set this all up to test you like Discord did to Twilight.”

“It’s all right.” Cadance assured her husband as she hugged him. “We just have differing views on how we see Twilight.” She explained. “Because she harbors resentment towards you for the way you treated her at the wedding rehearsal all you see is the darkness in her representing her evil ambitions. Because she really cares for me deep down is the little light I see in her deep down showing she still has good inside of her.”

“I know.” Shining Armor agreed with Cadance’s assessment on Twilight as it was accurate. “As much as I want to help save her I still feel the need to be prepared for whatever she is planning to take over Equestria but I can’t figure out what it is.”

“Well whatever it is we’ll be ready once the girls obtain all the keys they need to access the Elements of Harmony.” Cadance said with her confidence in her voice as she turned to face the nearby window. “I just know sooner or later Twilight will turn around and see what she is doing is wrong.”

Midnight watching this smirks as her body glows neon purple says to herself. “We’ll see about that Princess.” Midnight said confidently. “We’ll see even though the answer to that question is right in the same room as you.” She added referring to the Crystal Heart that they there still unaware of what she has actually done to the Crystal Heart as the heart only glows when they are not around before putting her orb away.

While she is impressed that Shining Armor correctly managed to put the pieces of her plan all together she still is certain she will succeed in the end with special plans for Princess Cadance herself as she looks in her safe to get a look at the three keys she has already obtained with a satisfied grin on her face.

Author's Notes:

So here's the return of Princess Cadance for the first time since the Princess Midnight arc as she appears attempting to reach out to her sister-in-law to try to get her stray away from pursing her ambitions to take over Equestria. However, true to form, Midnight is always a step ahead as with Discord's help was able to set up the whole visit in her favor for the purpose of testing Cadance's capabilities.

Her alliance with Discord is further explained as she promised him the privilege of being able to create some chaos around him as he pleases in exchange for her services in order to sway him from following and obeying Princess Celestia thus secretly beating her at her own game of having Discord's magic use on her side.

Even though Cadance doesn't have as much screentime as much as the Mane 5, she will play a major part in this story in the later chapters as Midnight even after her start of darkness genuinely treats Cadance very well even going as far as looking out for her well-being which could be crucial for those hoping for Midnight to come to her senses in the end.

For this chapter I also added a couple scenes with Cadance and Shining Armor while leaving out Discord forcing the alicorn princesses to carry him around to establish that Midnight is not a push-over.

In this chapter Shining Armor correctly pieces together that Midnight's invite to Cadance to Ponyville was as set-up so she could test her capabilities with Discord's assistance as like with Spike she has plans for her too.
And it is clear that both Shining Armor and Cadance have differing views on Midnight as Shining Armor is focused on preparing for whatever Midnight has up her hooves to take over Equestria while Cadance seems to be the only pony who really tries to seek out the good from within her dark heart as evidenced from her heart-felt attempts to reach out.

As for whatever Midnight's endgame plan is, it won't be until near the end of Season 4 later on into the story, once she has the remaining keys in her possession to fully prevent the girls from re-accessing the Elements of Harmony with the next chapter focusing on the next key to come up sometime during the weekend. So enjoy this chapter until then for those really into my story so far.

Chapter 22: It Ain't Easy Being Breezies

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Chapter 22:

It Ain’t Easy Being Breezies

One fine day in Ponyville, Midnight is at her library reading her book on the Breezies as they are planning on flying by for their migration which she and Fluttershy have agreed to cooperate with each other to make sure this goes without a hitch which surprises Fluttershy at the fact that Midnight would be willing to work with her on this one despite being enemies right now with all she asks from Fluttershy is for one small thing in return when everything is all over which is a souvenir from the Breezies when the whole thing is over.

While Midnight oversees the preparations, Fluttershy personally ensures every pony is doing everything is perfect to make sure the Breezies fly by without any problems. Such as cheering the right volume by being as quiet as Fluttershy as cheering loudly will frighten the breezies and making sure Rainbow Dash and a couple of peagsus’s are blowing a controlled wind to ensure the Breezies smoothly fly by.

When Midnight thinks about this the breezies share a lot in common with Fluttershy. It makes sense when she thinks about for a moment while interested that when it comes to certain planning Fluttershy can definitely strive for perfection just like her.

Before the day of their visit, Midnight reads another book about spells and finds a one that can transform ponies into another form of living creatures with a counter-spell than allows the user to perform a counter-spell, so he or she can change back whenever they want.

With this new information and the footage she obtained from Fluttershy’s trip to visit the Breezies where the next key for the Elements of Harmony is, she sees another opportunity to twist these upcoming events to her advantage as she thinks of another plan to go on about it.

On the day of the Breezies visit, every pony is making the final touches on their preparations while Midnight prepares her flashcards at the podium when she addresses everypony in Ponyville when the Breezies arrive.

"That's too strong!" Rainbow Dash yelled out to his peagsus friends. "We gotta slow this breeze down or we're gonna blow those Breezies apart!" She instructed them to create a more gentler breeze for the Breezies to comfortably fly through townwith.

"What I don't understand is why they need the Pegasi to make a breeze for them." Mr. Cake questioned Fluttershy the necessity of it.

"Well, you see, it's the breeze that activates the Breezies' magic, and that magic protects the pollen they're carrying from being destroyed." Fluttershy happily explained to her the necessity of it.

"So, no breeze means no magic means the pollen goes bad?" Mr. Cake questioned again as she is now understanding why it is all necessary.

"That's right!" Fluttershy happily answered again. "And they only have two days to get that pollen back before the portal to their home closes. That's why it's ever-so-important that we help them make their way through Ponyville safely."

"We certainly wouldn't want to scare them and divert them from their path!" Mrs. Cake told her husband now feeeling pleased to hear this.

"Now you understand." Fluttershy exclaimed seeing that the Cakes now understand.

"Hm, you certainly know a lot about them." Mr. Cake complimented Fluttershy.

"Oh, thank you. I went to see them gathering their pollen in Western Equestria." Fluttershy bashfully returned.

"Well that's definitely one thing we can agree on." Midnight secretly commented as she watched Fluttershy talk to the Cakes from the podium as a pink shining glare from Rarity's jacket as a result of a huge number of sequins on it which she decided to wear for the Breezies visit shined nearby as Midnight quickly uses her magic to make a pair of sunglasses appear on her eyes so she isn't blinded by the dangerously bright and shiny color. Fluttershy also donned a pair of sunglasses as she approached Rarity so she can get her to take it off.

"Um, Rarity? I, uh, hate to weigh in with you when it comes to fashion, but..." Fluttershy politely told Rarity before being interrupted by the fashionable unicorn.

"Oh, there's too much purple on this, isn't there?" Rarity guessed. "I knew it! But Midnight refused to admit it."

Hearing this, causing Midnight to silently glare at her in response to that comment.

"Oh, no-no-no-no-no." Fluttershy quickly answered. "It's the perfect amount of purple. It's just that there's an awful lot of sequins on your jacket."

"Oh, darling, please! One can never have too many sequins!" Rarity chuckled finding it hard to believe that's true.

"You can if they reflect the sun, and the light catches a group of Breezies right in their eyes, and blinds them long enough to get them off their course so they never get home!" Fluttershy countered while starting to panic at the idea as she explains.

"I stand corrected!" Rarity spoke in realization at the very thought causing Fluttershy to smile as Rarity sees her point. "I suppose there is the rare instance where one can have too many sequins. I'll just take off my jacket." Rarity then took off her jacket to reveal she has another jacket a much brighter white one underneath of it. "This won't do either?" Rarity figuratively asked Fluttershy who shakes her head no.

"Obviously not, Rarity?" Midnight sarcastically told her. "Given how massively shiny it is compared to your first one."

Rarity then quickly got rid of her jackets as she walked of grinning in embarrassment.

When Rainbow Dash flies and sees that the Breezies are headed towards Ponyville she whispers their upcoming arrival to Midnight who is going over her note-cards one more time. Once Midnight gets the message she announces to every pony in a whispered tone.

“Everypony, it's time. Please welcome... the Breezies!” Midnight told everypony as she raised a hoof at the Breezies who are now arriving in Ponyville.

As the Breezies fly by, every pony watches in amazement admiring them from down below, amazingly behaving themselves for once. She then sees Spike who has come to visit trying and struggling to find an open spot to see the Breezies.

“Psst.” Midnight whispered to Spike catching his attention. “You might have better luck if try from higher ground.” She whispered to the young dragon as she pointed to a nearby tree.

Seeing the tree Spike quickly heads on over to the tree on climb on to the branch and from there was able to get a good look at the breezies from there. Spike would jump from one foot to the other as he watches the Breezies fly so much he caused the branch he was on to send a leaf flying into the breeze.

“Oh no!” Spike exclaimed seeing the trouble that was about to happen.

Every pony watches as the leave blows into the wind and into the direction of the Breezies path. The strength of the leaf’s wind shift caused breezies to be accidentally scattered and panic as they lost control of their flight.

Every pony gasps seeing this as Rainbow Dash tries to think of something quick to fix this as she turns to Cloud Chaser and Flitter.

“Slow down the breeze for the other group to catch up!” She instructed the two.

“They're too far back! We can't connect the breeze to both sets of Breezies!” Cloud Chaser apologetically told her that they can’t.

“What if we speed it up?” Rainbow Dash asked.

“Then the first group will be going too fast, and they'll get separated from each other!” Flitter pointed out making Rainbow Dash wonder how they are going to figure out a way to fix this as Fluttershy looks in terrified at seeing them in danger except for Midnight who secretly smirks seeing that her plan is now in motion.

The breezies end up splitting up into two groups with a couple of breezies who were trying to hang on to each other but end up losing their grip and end up flying out of control. Fluttershy quickly reacts and flies up and gently caught her in her hooves and after talking with one of the breezies, they all gathering around and held onto Fluttershy.

Everypony cheers for Fluttershy for saving them as she lands down on the ground and safely places them on a tree stump who all chitter in excitement thankful for her saving them as the girls all walk up to Fluttershy to congratulate her for her heroic rescue.

“That was amazing!” Pinkie cheerfully exclaimed.

“I'm sorry we couldn't get a breeze going that would get them back to the others.” Rainbow Dash apologetically told her as she pointed a hoof in her direction.

“Oh, it's not your fault.” Fluttershy reassured Rainbow Dash no harm was done as she turned to face her.

“I feel like I should design you a special hero's gown!” Rarity excitably said before turning her face into a more questioning face as she thinks of what is suitable for her. “Heh... Or a sash. At least a sash.” Rarity concluded as she put up a smile.

“Okay, okay, okay! I know what you're all thinking! Why don't you just say it?!” Spike confessed as he yelled out as he ran up to the others feeling immensely guilty for setting off the chain of events that lead to this happening as he cries out. “I'm sorry! This is all my fault! I'm so, so sorry!

“Oh, Spike, it's okay! It could have happened to any one of us.” Fluttershy reassured Spike not to worry about it.

“Okay... Thank you!” Spike thankfully hugged Fluttershy relieved that he all is forgiven as the breezies shout still angry at him for causing the accident.

“Uh... I'm... just... gonna stay over here.” Spike nervously said as he runs up a large distance back from them.

“So, Fluttershy, you want us to get the breeze going again so these little guys can get a move on?” Rainbow Dash suggested to Fluttershy which is meet with cries of protest from the Breezies as they cling onto her.

“Maybe we should wait just a moment or so. They've been through so much... “ Fluttershy suggested to the others who give confused looks to each other.

“Just gimme the word when you think they're ready.” Rainbow Dash told her having accepted her decision as the Breezies are happy with this. Except for blue one with pink hair who doesn’t seem to like this which Midnight is the only one who takes notice of it.

“Oh don’t worry, you all will be back home soon enough.” Midnight silently commented and assured the head breezie as she watched the scene from afar.

The Breezies would then make themselves comfortable in Fluttershy’s cottage even going as far as resting in Angel’s basket and the bird’s birdhouse which they all didn’t take kindly too but had no choice but to accept it.

As Fluttershy makes sure every Breezie has their needs accommodated, Midnight and Applejack come inside to check up on them.

“Hey there can we come in.” Applejack asked with a smile.

“Oh of course.” Fluttershy told them before stopping Applejack in her place as she was walking in. “But watch your step.” She warned her causing the farm pony to look down and saw that she was just about to accidentally squish a Breezie who was right above her hoof.

“Oops. Sorry about that little one.” Applejack quickly apologized to the Breezie on the floor.

“We just wanted to see if you thought that the Breezies are ready to give it another try.” Midnight politely asked her.

“Has it been an hour already? Oh, my goodness!” Fluttershy exclaimed in surprise hearing how much time flew past already. “Time flies when you're making sure little creatures don't feel that you're abandoning them to the cruel world.” She added as she looked out the window.

“But they're not going to a cruel world. They're going home.” Midnight pointed out.

“Oh, yes, that's right!” Fluttershy smiled realized the reminder as the Breezies look at her confused.

At that moment the Breezies cling onto Fluttershy with cries on protest trying to tell her that they are not ready to leave.

“On second thought, I don't think they're quite ready.” Fluttershy politely told Midnight and Applejack.

The blue Breezie with pink hair however didn’t like that decision as he shouted. “Supa laipas data kurpa! Mise neku ersken laika maur! Siripat sulat!” in frustration leaving Fluttershy stunned and shocked at what he just said.

“Uh... what did he say?” Applejack asked confused not understanding Breezie language.

“I'd... rather not say.” Fluttershy kindly refused to answer while looking away blushing in embarrassment as Midnight smirked and resisted the urge to laugh as she figured that breezie was speaking curse words during his angry rant.

“Okay, well, I'm sure you know what you're doin'. No one knows rare magical creatures like you do.” Applejack said in response having decided to accept Fluttershy’s answer for the time being as she and Midnight walked out the door.

“We'll just wait for your word.” Midnight responded still calm and accepting of the decision.

“Thank you. I'll be in touch very soon.” Fluttershy thanked the two as she closed the door after her.

As soon as Midnight and Applejack left, Midnight checks her crystal orb so she could spy on her and the Breezies while hiding behind a nearby tree out of Fluttershy’s sight.

"We need to go now, or we will never get home!" He spoke in protest. "I wish we did not need that stupid breeze to activate our magic, or I would just force you all to fly home right now! Why do we have to need magic to keep our pollen safe?"

"Um, now, Seabreeze-" Fluttershy tried to explain to him only to be rudely cut off by him as he continued to rant.

"Why are you giving in to these wimps?! If they had not been so scared in the first place, this never would have happened!
Seabreeze angrily ranted.

"But that is just not true, Seabreeze. It was because of a leaf, and you know that!" Fluttersh politely and firmly pointed out.

"Oh, please! They have no idea what they're doing out there!" He still continued his rant. "Like you said, we need as much time as we can get because they are so incompetent!"

"Well, I didn't say that exactly now, did I?" Fluttershy corrected.

"Hmph!" Seabreeze responded by crossing his arms still not happy about it.

"Oh, well, maybe a snack will lighten the mood." Fluttershy kindly offered the breezies who cooed in interest at the offer.

The Breezies would then snack on cookies and grapes all provided by the kind animal-loving peagsus. One of the breezies that was resting on her back burped at quickly told Fluttershy "Mi Fargen." saying excuse me in breezie language to show she remembered her manners.

"You're excused." Fluttershy told her in an enlightened manner as she used her tail to place them onto the couch and off of her back.

"Well, my Breezies, I think we can all agree that now that you've eaten and you have a little energy going in your breezy bodies, you're strong enough to face the breeze! I've loved having you here, and I hope I've made you all feel loved and special. But you have to go. Nopony here will deny that-"

"There is nothing special about these losers!" Seabreeze interrupted again as he flew up to Fluttershy. "They cannot handle a simple breeze home! If they could just stick with the program and listen to me, we would be safe! At home!" He continued to speak as his tone changed to a more sad one. "Home, where every Breezie is like us!" He cried as he lowered his head.

“I hear you.” Midnight commented on the scene as she watches. “I hear you.”

"Okay, well, a confusing pep-talk, but nonetheless." Fluttershy responded confused by Seabreeze's tone before turning her attention back to the other breezies with a smile. "I do know that if you don't leave soon, you may never make it back, and that would be terrible!" She added as her smile faded to a face of concern for them.

Instead of complying with Flutttershy's wishes the breezies then decided to sneeze and cough multiple times on the spot.

"Merte marshken farde." One breezie spoke as she sneezed and coughed.

"Merki marshken plumatu." Another breezie spoke through coughs.

"I had no idea you all have colds! Really? All of you?" Fluttershy surprisingly questioned the Breezies who all respond yes through coughs.

"Oh, dear. I can't let you go out there sick! What kind of a friend would I be if I made you go now?" Fluttershy spoke in concern for them who all chattered in excitement hearing they get to stay longer under her care.

"D'oh! Irde turten manes pudenhel! Nievo ut! Parde tarmen!" Seabreeze frustratingly spoke as she retreated to a nearby bird house.

"Language." Midnight stoically commented on Seabreeze's cursing even though like him she clearly saw through this seeing that the Breezies are clearly faking being sick because that they don’t want to leave and are taking advantage of Fluttershy’s kindness which concerns Rainbow Dash when Fluttershy tells her, Cloud Chaser, and Flitter that the breezies are still not ready to leave just yet.

“We wait too much longer, we'll have to create such a strong breeze, it may be more than they can handle.” Flitter warned Rainbow Dash as they left warning her of what’s at stake here.

“We just have to trust Fluttershy. She must know what she's doing.” Rainbow Dash reasoned with them as she acknowledges that as they fly away.

Now the breezies are having fun by having a pool party, playing on a water slide, playing music, and having drinks.

At this point, Midnight has decided it is time to accelerate her plan seeing that is pretty clear that the Breezies are not planning on going home anytime soon.

She sneaks up the nearby window, opens it with her magic and utters a whisper to him offering him a way out while Fluttershy speaks with the other Breezies. Seeing this opportunity, the breezie smiles and quickly flies out of the window.

“Thank you!” Seabreeze sincerely told Midnight.

"Your welcome.” Midnight responded with a nod before turning back to hide behind the tree after quickly closing the window before Fluttershy could suspect anything.

By the time Fluttershy notices he is missing he has already just leaving Fluttershy’s cottage heading towards the nearby forest causing Fluttershy to follow after her with Midnight secretly following behind them.

The breezie trying to make it back home on his own was clearly having difficultly as he had barely dodged a couple of ponies passing by and a bunch of acorns to fell down on the ground nearly hitting him in the process. The last acorn caused the breezie to lose control of his flight and wind up flying into a bee hive where he ends up being confronted by angry bees who all corner him at the end of the branch she was standing down as they ready their stingers to sting this breezie before Fluttershy fly up to his rescue.

“Excuse me, bees? Can you please back off my Breezie friend? He didn't mean any harm. It was just an accident.” Fluttershy kindly apologized in the Breezie’s place. The bees not wanting to back off still ready their stingers so they can sting the breezie but are interrupted by Fluttershy again who is now wearing a bee costume. “I'm working on a bee-type dance and was hoping you could help me? Does this bring to mind any images for you? Perhaps a bee?” Fluttershy told them while shaking her stinger that is covering her flank while throwing in a pun.

“Ugh, trying to honey them with a sweet joke.” Midnight sarcastically quipped while making a pun of her own while doing so as the bees still are not backing off on preparing to sting the breezie again until Fluttershy got assertive with them on the third time she makes the message clear to them as she speaks to them.

“Excuse me! I have done nothing but be kind, but I guess that is not working!” She angrily told them while placing her hoof in front of them. “You bees know better than to hurt a helpless Breezie! I demand that you go away now, or you'll have to answer to me!” She angrily added as she got in their faces threateningly to which frightened the bees into backing off by this sudden and firm stance of her's as they all quickly fly off back inside their hive and immediately closed the hole inside like quickly closing the door after them.

“Menkyulen. Thank you! Thank you so much! Thank you for coming after me!” The breeze gratefully thanked Fluttershy for saving her.

“Of course.” Fluttershy kindly responded. “You could've gotten seriously hurt out there. Ponyville is much too dangerous for you. One tiny acorn is a threat!”

“Yeah, I know! That is one reason why I have been trying to get us to go from the beginning!” The breezie explained as he raised his arms up.

“Oh, my goodness.” Fluttershy said hearing this. “I was just trying not to hurt any creature's feelings, but my displays of kindness may have cost you everything...“ Fluttershy then gasps in realization remembering what time it is. “Time is running out, and you may never make it home!”

“That is exactly what I have been telling all of them! But they do not listen to me! Nobreezie ever listens to me!” The breezie responded by turning around feeling upset by the others not listening to reason.

“Seabreeze, I understand your feelings are hurt, but it's hard for them to hear you when you're shouting and being mean. The message doesn't get across.” Fluttershy sympathetically told him while gently explaining to him the reason why they didn’t listen to him through to him.

“But what about those bees?” Seabreeze questioned as he turned back around. “You were not nice to them, and that was the only way they listened!”

“Yes, but they had to go, and they wouldn't listen to me any other way.” Fluttershy explained firmly to him.

At that moment she saw a rainbow reflect from Seabreeze’s wings which reflects over her eyes as she realizing what must be done.

“We need to go, now!” Fluttershy told him as Seabreeze hopped onto her hoof as they head back to tell the others it is time to go as Midnight watches on while smirking because she now knows to prepare herself for the next part of her plan when they all group together back outside.

By the time they have all gathered the breezies have gathered with Fluttershy as they meet up with the rest of the Mane 5 they learn from Rainbow Dash that they can’t get the breezies home because they can’t create the right breeze that is not too light nor too strong for them to ride home on.

“Oh, my.” Fluttershy seeing that this situation is now more difficult than before. “Maybe it's because there are too few of them. When they started their journey, there was more of them to face the breeze together.” Fluttershy explained before sadly lowering her head seeing that she has failed them. “It looks like you all won’t be able to get home in time. I’m so sorry.”

“I don’t think so.” Midnight trotted towards them confidently with a plan in mind for them as she continued catching every pony’s attention. “For I've been studying an old spell book from the Castle of the Two Sisters. There's a spell that I think could help you all!” She explained as she examined the breezies. “This is probably gonna feel a little funny at first, but you're gonna have to trust me.” Midnight added as she lights up her horn.

All of the ponies gather together ready to be a part of what Midnight has in mind for them even though they don’t trust her but have no choice since time is at the essence here.

Using her magic she lifted every pony in a pink aura then blasted magic at them as she focuses her magic onto them. She briefly looks at the breezies affecting them with magic as part of her spell on the others and with a flash of magic everypony was transformed into breezies themselves.

Applejack looked in awe as antennas grow over her head causing her hat to fall off. Rarity also growing antennas marvels at the sight of her wings before gasping at the sudden change to her body. Pinkie Pie laughs as her body is suddenly changed by the spell.

Once the spell was complete, all six ponies were all turned to breezies including Midnight all tall and skinny in Breezie size with very long hair. The breezies watching this all marvel at the sight of this.

“Maifo flai batendud!” Fluttershy instructed the others in a high-pitched voice like the breezies causing the others except Midnight to register confused looks.

“Um, I mean, let's go!” Fluttershy spoke in clear English realizing that they don’t speak nor understand Breezie language like her as she flew ahead to lead the way.

With Cloud Chaser and Flitter flapping their wings to create the right breeze and with Fluttershy and Midnight’s guidance they flew through Ponyville, the snowy mountains, and through the desert no problem. Well, almost no problem in the desert as one of the green breezies with blue hair was feeling fatigued from the heat and had to be caught by another breezie with a mushroom on her head flying right by her which both Fluttershy and Seabreeze took notice as Seabreeze quickly flew back to them to help them.

“Marskin farskin.” The breezie said tried to reassure her that everything is fine.

“Metar.” The other breezie said looking away still feeling like giving up trying to make by back still not feeling the energy and drive to do it.

“You can do this!” Seabreeze encouragingly told her. “I am sorry for how I treated you before! It was not right that I called you names! I did not even really believe those things I said! I was worried we would never get back to our home, and I lashed out...” Seabreeze apologized as he looked back at Fluttershy who grins at her for taking a level in kindness. “I know you can do this! I believe in you! Hold on to me, let us join the group!” He concluded his apology as he placed both of his arms around both breezies arm as he led them to rejoin the group.

Aside from that little brief bump in the road, they all were able to fly their way to the cave that leads to their home which is located right beside a waterfall.

Once inside they reach an entrance that is slowly and surely closing up signaling that it is the cutoff time for all Breezies to make it home is nearing the end.

Once inside, the Mane Six all marvel at the Breezie’s home which shows a nice village with a small waterfall with many breezies fluttering around happily under the sunset nearby the mountains.

“Holy mini-sized paradise!” Rainbow Dash exclaimed in amazement in her high-pitched Breezie voice.

“This is simply beautiful! So much inspiration.” She added as she looks to her side as if she is looking for something. “Where's my sketchpad when I need it?”

“So...stinkin'...cute!” Pinkie Pie exclaimed in excitement.

Midnight herself looked around her surroundings with interest while looking at the entrance to make sure they don’t run their time to leave very thin.

The Breezies who are already home all chitter in excitement to see that the rest of their friends and family have all finally made home as many Breezies embrace each other including Seabreeze who hugs his daughter and his wife after finally reuniting with them.

While watching this Applejack notices Fluttershy who is shedding tears of joy at the sight of their reunion.

“You okay, Fluttershy?” Applejack asked in her high-pitched voice making sure she is okay.

“I'm just so very happy they got to be reunited with their family!” Fluttershy responded to reassure Applejack that she is fine as she tries wiping away the tears streaming down her face who continues to watch seeing the ongoing reunion who all chatter happily.

Rarity takes notice of the closing exit as she turns to address the others.

“We'd better get going before the entrance- well, exit for us, closes.” Rarity told the others as she leads the others towards the exit.

Fluttershy takes a moment to wave a hoof to assure her friends and Midnight that she is coming after one moment to say goodbye to the Breezies as Midnight sticks around to keep an eye on Fluttershy.

“Goodbye, Breezies. I must go now.” Fluttershy addressed the Breezies as she flies up to them.

She is about to turn away before catching her attention to the flower Seabreeze is handing her which Midnight is laying close eyes on as she sees this as the next key she needs to obtain.

“To remember us by.” Seabreeze offered her as he places it on her hair.

“Thank you! I'll miss you. I'll miss all of you!” Fluttershy happily told them and she teared up and embraced Seabreeze one last time before making her way to the exit as Midnight makes her way to the exit.

As everyone makes their way out, Fluttershy gives Seabreeze who gives her a wink that everything will be okay as Fluttershy makes her way out just as the exit closes.

“Whoa! That was a close one!” Rainbow Dash remarked as Fluttershy and Midnight catch up with her.

“It sure was.” Midnight agreed with Rainbow Dash as she and the others nod in agreement before continuing. “Okay, everyone, gather around.” She instructed as everypony gathered around as Midnight lit up her horn to perform her counter-spell to transform them all including herself back into ponies.

“Now that everything has been taken together as planned.” Midnight started as she turns to address Fluttershy “The terms of payment I ask in return.”

“And what’s that?” Fluttershy inquired.

“Nothing to worry about, as it’s just one small thing.” Midnight reassured her as she also reminded her of their agreement from earlier that what she is asking of her is nothing major as she points the flower in her hair. “Just your little gift from the Breezies.”

After sighing for a moment very reluctant on having to give it up she takes off the flower and hands it to Midnight.

“Thank you.” Midnight politely told her as she walks off ahead. “Until next time.” She addressed every pony as she teleported away and back to her home much to their confusion.

Now back at the library she opens up her safe where she places the flower inside along with the spool of thread, the badge, and the rubber chicken.

“Just two more keys to go.” Midnight said as she closed and locked her safe with a content smile as she nearly has all of the keys she needs to obtain in order to keep the Mane Five from accessing the only power that can defeat her.

Chapter 23: A Leap of Faith

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Chapter 23:

Leap of Faith

Recently, Midnight has been keeping busy with her royal duties as princess where she was recently assigned to watch over the Rainbow Falls Traders Exchange where she has to oversee the proceedings, making sure that every trade is fair, and that both ponies get what they want as throughout the event, she witnessed the Mane Five and Spike were getting involved seeking to trade something of interest. Spike was trying to see if he trade his mint condition Power Ponies comic book for another and was the only one who didn’t have any problems obtaining what he wanted unlike the Mane Five who have ran into a string of problems of their own while there.

Applejack and Rarity both tried to seek out rare and vintage items and have decided to pool together their trade stashes to do so. Unfortunately for them that proved to be problematic as the items they wanted would cost them their trade stash combined causing rising tensions between the two. But they were able to work it out by settling for a jeweled barrette and a pie tin they could both get with their stash.

The biggest debacle at the fair was Rainbow Dash trying to obtain a first edition copy of Daring Do and the Quest for the Sapphire Statue which turned into a massive chain of events requiring her to obtain it which boiled down to the trader only willing to exchange the book in exchange for an orthros and Fluttershy’s services in taming him.

As much as Midnight wanted to agree the trade is fair for the sake of taking care of Fluttershy on the spot, she couldn’t because she would come across as a princess who doesn’t care her subjects at all which is something that Midnight couldn’t afford as she plans on sticking true to her word that when she takes over ponies will revere and adore her moreso than Princess Celestia could ever hope to achieve.

In the end Rainbow Dash settled to trade away the orthros she obtained from the chain of deals for a bird call whistle which is something Fluttershy had always wanted while Midnight secretly managed to obtain Fluttershy’s bear call whistle which she accidentally dropped during the chaos to which she decided to hang out to it even though she has no use for it.

She also has created "Midnight Time." specifically designed for the Cutie Mark Crusaders to improve their skills and talents which could secretly mean as potential for her to use someday when she takes over Equestria when they get older. Throughout the sessions they have all spent together the three fillies have all shown great improvement in their skills with Apple Bloom now being capable of creating giant and beautiful flowers with her potion creations which was something that Midnight herself was impressed by, Sweetie Belle's magic improved to the point she can levitate objects such as a broom with ease, and Scootaloo is now capable of taking apart and rebuilding her own scooter with no problem at all.

Midnight personally saw herself as a great teacher during Midnight Time and wonders what else she can teach everypony else once she takes over Equestria as she makes her way back to her library in Ponyville, and then saw that her orb was lighting up the rainbow color again signaling to her the next key is nearby which is located at a state fair outside of Ponyville right nearby the Apple Family who are out for a day of swimming to which Midnight had her orb focus on them more.

While Applejack, Big Macintosh, and Apple Bloom are having a great time, Granny Smith isn’t because of her very old age and very achy body even having trouble standing straight in a very small puddle. Back when she was young, she was a well-known swimmer, Aqua-pony all-star and high diver capable of diving from a six-story height into water who nearly broke the Equestria high diving record making her the only Apple family pony to ever accomplish that in family history.

Midnight while acknowledging that age catches up to everyone, she is personally impressed with her past achievements given her age at the time as she shifts her focus on the Apple family to the fair, where she sees Flim and Flam a couple of con-artists that nearly took over the Apple Family business walking around trying to think of another get rich quick scheme that involves conning ponies out of their money. Seeing this causes Midnight to begin thinking of another plan to work this all out in her favor as she gets some apples and beet leaves from her fridge and begins mixing it together.

Once she has created her mixture, she immediately teleports her way to the fair after putting on her cloak to ensure no pony would recognize her. She then looks around and once she spots Flim and Flim who are both talking to another pony Silver Shill for help for their next scheme she approaches them.

“Good afternoon, gentlemen.” Midnight greeted the two unicorns who look intrigued at her mysterious appearance.

“Hello, there can I help you with something?” Flim asked the mysterious unicorn unsure of what to make of her.

“Actually, I here to offer you something that will make you rich.” Midnight proposed.

“Hmm.” Flam said with intrigued interest as he shares a look with Flim who silently agrees to listen to what she has to offer them. “We’re listening.”

“What I have here is something that would help with ponies who have aging problems and can heal ponies in an instant.” Midnight explained as she presented a bottle of green liquid from the combined apple and beet juice.

“Oh, come on you really think we would fall for that?” Flim arrogantly dismissed the idea.

“No, but I’m sure with your charm and the right about of charisma you throw into advertising it you’ll be able to make a fortune off of this product.” Midnight further explained as she expected the two not to be fooled by the fake tonic.

“That is true.” Flam acknowledged as he looked at Flim. “We do have the sales pony charm to win the crowd.”

“Exactly.” Midnight added as she held up the bottle. “And for a handsome investment the recipe to this tonic can all be yours.” She told him as she walked around the three ponies.

“Does my offer sound worthwhile for you.” Midnight asked the con ponies as she leans her head close to them.

After giving little thought Flam hands her a big bag of bits as he and Flim both speak “Deal!” at the same time.

“Excellent!” Midnight answered pleased to see she has the Flim Flam brothers on board with her plan as she hands them the bottle and a piece of paper which contains the tonic’s recipe.

“With this tonic we’ll be rich!” Flim exclaimed eager to pull this scam off with his brother.

“Yes you will boys!” Midnight assured them with an evil grin. “And don’t worry about giving me credit for this idea.” She added.

“Oh, don’t worry, we were never planning to give you the credit for that now that you have handed us your million bit just like that.” Flam smugly commented as he and Flim laughed as they walked off with Silver Shoal silently walking behind for a bit.

“Sucker!” Flim smugly added in Midnight’s direction as they walked off.

“I figured you both would say that.” Midnight shrugging their smug attitude off with a smirk as her heart glows again briefly before teleporting back to her library so she can watch her plan unfold from her orb.

Once she pulls out a nice book to read as she watches Flim and Flam’s show attracting a nearby crowd of ponies including the Apple Family with Granny Smith and Apple Bloom both leading the family in the direction of the tent where Flim and Flam are hosting their latest product unveiling with Applejack and Big Mac reluctant of the idea while unaware at the moment of what is really going on there.

Once everypony was inside, the lights went out as the two brothers began their show. With a crank on the machine causing it toot steam from the top pipe. A banner of the two appears in front of the cart as they begin their presentation.

“Thank you, one and all, for your attendance, and we guarantee that your time here will not be spent in vain!” Flim voice spoke with his and Flam’s shadow appearing in the silhouette

“In fact, we think it will prove to be the most valuable time you've ever spent!” Flam added as they revealed themselves to the audience causing Applejack and Big Macintosh to narrow their eyes in anger at them knowing that they are up to no good.

“Welcome, one and all, to the demonstration of a lifetime!” Flim started.

“A demonstration of a better life!” Flam repeated.

“A demonstration of a better time!” Flim continued on the announcement. “And if we haven't captured your interest just yet, by the time we've finished, an unfortunate phenomenon practically guarantees that we will!”

“A phenomenon? What's that?” Flam questioned.

“It's a circumstance perceptible by the senses, but in this case, it's the simple fact that…” Flim started to explain as he started to sing.

“There's ailments all around us in everything we touch and see.”

Flim sang as pointed to a photo of germs with angry and disgusting looking faces on them.

“A sickness that lies waiting there in every breath you breathe.”

Flim sang as places his hooves around his neck as they show a photo showing germs spitting out of a random pony’s esophagus.

“Disease will up and grab you as it crawls from land and sea.”

Flim sang as he grabbed onto Flam and showing a photo of germs riding on a boat in the middle of the sea.

“It's amazing how infected that the natural world and all its things can be.”

Flam sang as he addressed the crowd.

“Now I understand that some of you don't think you're sick.” Flim spoke as he addressed the crowd.

“But twisted hooves and aching joints don't heal all that quick.” Flam added as held up a pony’s sprain hoof and an old peagsus’s wings.

“Consider just how dangerous this world is! You might...” Flim added as he pointed a hoof towards the crowd.

“Slip and fall, break or sprain something here tonight.” Flim sang again as he pushes a few ponies down onto the ground and caused an old earth pony to lose his balance yet is caught by Flim causing the pony to be grateful at him saving him from injuring himself.

Flim and Flam then run back up to the stage to continue their song together.

“But luckily for you, we've got the thing you need

And it's easier when all you need's the cure

The Flim Flam Miracle Curative Tonic

Is just what the doctor ordered, I'm sure.”

“Now I know our claims seem fantastical.” Flim spoke to the crowd.

“Impractical.” Flam described and exaggerated.

“Improbable.” Flim really exaggerated.

“Impossible.” Flam now is beyond the impossible exaggerating causing Midnight to roll her eyes while thinking in her head that it’s because it really is impossible since she sold them the idea in the first place.

“And magical!” Flim and Flam said in unison.

“So we welcome every suffering pony to make their way up to the stage.” Flim encouragingly addressed the crowd again.

“Now don't crowd.” Flam requested the eager ponies lined up in the very front of the stage.

“And we'll prove our tonic's effectiveness before your very eyes.” Flim added.

“You there! Come up here, good sir.” Flam pointed out to Silver Shill who is on crutches as part of the act.

“I'll wager you're tired of those crutches, my friend.” Flim told him as he walked up onto the stage.

“Try taking a sip of this!” Flam encouragingly offered him the bottle of tonic who immediately drinks down the whole bottle as ponies watch to see what happens next.

In just a few seconds, Silver Shill gets up on his hooves and ditches the crutches now being able to walk on his own causing every pony to gasp in amazement while Midnight watching this continues watching unimpressed since she created that fake tonic as Flim and Flam break into song for the third time.

“That's why you're so lucky we've got the thing for you

Just come on up, we've always got some more

Of the Flim Flam Miracle Curative Tonic.”

Flim and Flam sang as they got Silver Shill to join in on the dance as he picks up his crutch then presented a massive display showing many bottles of their product.

“I won't need these crutches to dance out the door.” Silver Shill sang as he tossed away his crutch and then trotted out of the tent.

Placing her eye on the Apple Family she sees that Granny Smith is very intrigued at what the two brothers have come up with Apple Bloom agreeing while Applejack rightfully suspects this is another scam yet can’t place a hoof exactly on what it is.

“Now some of you may suffer from feelings of despair

You're old, you're tired, your legs won't work, there's graying in your hair.”

Flim sang as he wore a bonnet on his head and addressed an old pony with a golfing cutie mark on a cane.

“Just listen and I'll tell you that you don't need to fear

Your ears will work, your muscles tone, your eyes will see so clear.”

Flam sang as joined at stand by the elderly pony pulled his eyelids up causing him to smile at the encouraging gesture.

“Luckily for us, you've got the thing we need

The answer to our problems in a jar

The Flim Flam Miracle Curative Tonic

Is the greatest ever miracle by far!”

The crowd now joining in the song sang as Flim and Flam proudly walked back up to the stage.

“It cures the reins, the spurs, and the Clydesdale fur blight.” Flim advertised the product as he shows an image of ill horse.

“Hooferia and horsentery cured in just a night.” Flam added as he showed an image of a pony with a chess piece cutie mark with small legs and a pony with a bone cutie mark with long skinny legs and a long neck with a matching stomach.

“You've got swollen hooves and hindquarters or terrible bridle-bit cleft.” Flim observed a pony on the stage with red swollen hooves, a pony with a swollen rear end with a boot for a cutie mark and a pony with brittle teeth.

“Saunter sitz and gallop plop will give your tail some heft.” Flam addressed ponies, one with a cherry cutie mark with shorter rear legs, another with an island cutie mark with short front legs, and one with a mouse cutie mark and a hairless tail.”

“Mane loss, hay fever, or terrible tonsillitis.” Flim continues as he looked at a pony without a mane, a pony with a thermometer in her mouth and an ice bag on her head looking literally green, and a pony with a blue tongue and throat.

“You heard it here, folks -- this is the only place in all of Equestria you'll find it!” Flam again addressing every pony who are humming to the musical tone as the two make it back on stage as the two prepare to sing more verses of their song.

“It can make you shorter, taller, or even grow old.”

Flim sang as he presented various images of ponies tall and short, old and young.

“But who'd want that?” Flam asked everypony.

“When with one drink”

Flim added onto Flam’s question as they sing in unison.

“You can be young again– “

“SOLD!” Granny Smith called out to the Flim Flam brothers as she interrupted their song as she holds up three bits.

“Congratulations, Granny Smith! You just made the purchase of a lifetime!” Flim told her as he levitated a bottle of tonic to her as he got ahold of her bits greatly worrying Applejack and Big Mac as they know this is going to end badly.

Midnight on the other hoof watching this smiles as she says to herself. “Oh, I think things will turn out well for you, Applejack.” Midnight said in a reassuring tone. “As long as you stay true to your element Ms. Honesty, everything will work out perfectly.” She added as her smile turns into an evil smirk. “Perfectly for me.” She added as her heart glowed again as she continues to secretly observe the Apple Family as she chuckled to herself evilly.

Shortly afterwards the Apple siblings are out fishing both still have the Flim Flam brothers proposal of special tonic that got Granny Smith still fresh in their mind as Applejack is kindly trying to get Apple Bloom that there are some things too good to be true to be believed right away.

To their surprise Granny Smith was swimming comfortably along the stream causing them to run after her frantically trying to help her from drowning which she declined all of their efforts to help them without breaking her stride.

Once she got out of the water she explained to her concerned grandchildren that the tonic’s magic is working wonders to her now able to swim and dance again with her fear of water evaporating once she took a sip from the tonic. She would then drag a very reluctant Big Mac back to the farm to apple buck with him.

Even though Apple Bloom is curious of what’s in the tonic that makes it magical, Applejack is determined to prove that is another scam as she proposes to her that they find out.

Seeing that they plan out finding out tonight, Midnight decides to put her orb away as she decides to continue reading her book for the time being.

Once Applejack and Apple Bloom set out to Flim and Flam’s tent with Midnight watching from her orb from her bed just about ready to go to sleep.

“So you're just gonna walk up and ask them how it works?” Apple Bloom questioned Applejack’s plan as if she was expecting something a little stealthier than a simple question which Midnight silently agreed with Apple Bloom there.

“I guess.” Applejack responded as she doesn’t really have a plan. “Though if it's a genuine cure, I don't suppose they'll be too keen on sharin' The recipe.”

“I’m pretty sure they wouldn’t share the recipe either way even if was a genuine cure.” Midnight said as she watches the two walk up to the tent. “And I’m also sure that the Flim and Flim brothers are smart enough not to fall for obvious traps even if they are smug and arrogant.”

At that moment Silver Shill coming out of the tent wiping away the sweat from his head as he takes off his hat.

Apple Bloom and Applejack were quick to recognize him from earlier causing Silver Shill to quickly dash away from the two in an attempt to escape seeing that they are onto him.

He tries to run around the carnival tent only to run into a dead end as the two sibling’s corner him.

“Now hold it right there, Mister...?” Applejack confronted Silver while not knowing his name.

“Shill. Silver Shill. Ooh, what do you two want?” Silver nervously answered and asked as he placed a hoof over his face scared for his life.

“Our Granny took some tonic and we want to know how it works.” Applejack demanded an answer from the assistant to the con ponies as the two sisters approach him with narrowing eyes.

“Granny couldn't swim before, and now she can. Just like you couldn't walk and now you can.” Applebloom added with the same narrowing brows as Silver is shaking in fear begging for mercy. “But what are you doin' back here? I mean, if the tonic cured you and all... “ Apple Bloom questioned as Silver nervously gulps as Applejack looks around to see the various crutches and multiple wigs he used for the act.

“ ...Because he's part of the act!” Applejack answered as she puts the pieces together and looks directing at Silver Shill in the eye to demand more answers. “It's time for you to tell the truth! You never needed crutches at all, did ya?”

“I, uh... “ Silver tried to explain before pulling a nearby lever causing a whistle to be blown and steam to emerge from the pipes which created a mist of steam allowing him to escape undetected.

“Impressive!” Midnight silently complimented at his quick thinking.

Applejack able to pick up on Silver Shill’s trail was able to follow him into the tent Flim and Flam were in. And true to her suspicions the tonic isn’t a miracle cure and Silver Shill was in on their scheme too. But as Flim and Flam point out that Granny is happier now that she believes the tonic is working wonders for her making Applejack reconsider exposing the truth to her grandmother unable to tell her the truth without greatly disappointing her.

Once Midnight sees what she needs to see puts her orb away as she goes to sleep seeing that Applejack is now in a position that the truth will hurt Granny Smith and not doing so means keeping up the lie which is something that is against her element.

The next day, Applejack watches as Granny Smith swims with Big Mac and Applebloom with Applejack watching from a nearby swing still not feeling right over not being honest about it but still wants to see her grandmother happy. She continues to support the tonic as Granny Smith buys more of it seeing that she is capable of lifting Apple Bloom with her legs and competed together during swimming. They even participated in an upcoming swimming talent competition which they ended up winning together after earning a perfect score for their performance.

“For some pony with old age that is pretty impressive.” Midnight commented on the scene. “Just don’t get carried away before you do something you might regret.” She cautiously added knowing that she is going to push herself too far and the truth of the miracle “cure” will come as a result.

With Applejack’s reluctant stamp of approval, Flim and Flam’s sales have greatly increased as it convinced more ponies to be aboard with buying their product. Although Applejack is still not feeling comfort with this dishonesty even if it means securing her grandmother’s happiness. As she looked around to see ponies coming up to buy the tonic she sees Silver Shill joining in on selling their product which catches Applejack’s attention. Just after selling a bottle of tonic to a pony Applejack walks up to him to confront him again.

Midnight observing from her orb focuses her eye on that particular coin which her orb senses as the key to the element of honesty. Seeing that she has locked in what she is looking for she teleports on over to the scene to spy from a nearly tent wearing her cloak.

“What are you doin' here?” Applejack again inquired of him.

“Oh, things are going so well, Flim and Flam gave me a promotion!” Silver happily told her as he showed her the coin he had just received. “Just made my first bit as a salespony. No more costumes for this pony.“ He added as he put the coin away before awkwardly realizing his choice of words when he looks at the shirt he was wearing. “This is more of a uniform. “ He claimed what his salespony outfit is.

“If you say so.” Applejack responded skeptically of his claims.

“I used to wonder if I was doing the right thing. You know, pretending to be cured, basically lying to folks about this tonic.” Silver continued speaking a little unsure of what he was doing before changing his tone into a happier one. “But thanks to you, I realized that sometimes honesty isn't the best policy.”

“Thanks to... me?” Applejack asked in surprise as they turn to see Apple Bloom standing on top of the stage with Flim and Flam holding up the bottles advertising their product to the crowd. At this point Applejack has had enough of trying to keep up this whole charade for the sake of pleasing her elders.

“With Flim Flam's magical Curative Tonic, my Granny can do anything! Just ask Applejack!” Apple Bloom told the crowd as she pointed a hoof in Applejack’s direction with cameras flashing as ponies take pictures of her.

After briefly being overwhelmed by the constant flash photography Applejack finally decides she has had enough of this as she speaks up.

“No! This has gotta stop! If ponies keep believin' that tonic can do things it can't, who knows what'll happen?” Applejack immediately shouted as he addressed the crowd and got Silver's attention.

“Maybe something like that?” He asked the farm pony pointing up to Granny Smith climbing up a high tower causing Applejack to gasp in horror at what she is thinking she is doing as she waves to her grandson.

“Granny!” Applejack exclaimed as she runs up to Apple Bloom who is setting up a tin can filled with water. “What in blazes does she think she's doin'?!” She asked her little sister.

“Granny's gonna break the Equestria high divin' record!” Applebloom excitedly explained as Applejack looks at the small tin of water she is planning on jumping in from the very high height not understanding that Granny is gambling her life away on a reckless and lethal stunt.

“Land sakes!“ Applejack exclaimed in horror seeing what danger Granny Smith is putting herself into as she quickly sets out to stop her from killing herself.

Midnight watches as Applejack climbs up the stairs as Granny Smith reaches the edge of the diving board. After another drink from the tonic she makes her big jump as Applejack reaches the top of the stairs. Acting quick Applejack uses her lasso to grab ahold of Granny Smith just before she could hit the ground.

“Perfect timing.” Midnight commented under her breath as she watches from right behind the crowd.

“Now what in tarnation did you do that for?!” Granny Smith bitterly asked Applejack as she safely set foot onto the ground.

“That was the most fool-pony thing I've ever seen anypony do in all my life!” Applejack countered by scolding her before sliding back down to the ground. “You can't do a dive like that!”

“Oh, quit your fussin'! I had enough tonic to do a dive ten times as high!” Granny Smith dismissed her granddaughter concerns out of the sky.

“Twenty times, by my count.” Flim horribly encouraged.

“Thirty, with a favorable breeze.” Flam added as he handed her another bottle of tonic which she drinks from.

As Applejack shields herself from the glare because of the bottle reflecting sun onto her eyes her eyes gave a rainbow sparkle through her iris’s as she realizes it is time to tell the truth.

“I hate to disappoint everypony, but there's no way Granny could have made that dive, because this tonic is a fake!” Applejack honestly addressed every pony as she approaches Flim and Flam causing every pony to gasp in shock hearing this.

“"Jinx" But you gave it your stamp of approval!” An injured pony pointed out.

“Are you saying you lied?” another pony with a pink mane and purple fur asked.

“ ...I am.” Applejack bravely responded after a brief moment of hesitation causing the crowd to gasp again at this development. “I didn't mean to! But everypony seemed so much happier, I couldn't bring myself to tell you when I found out the tonic wasn't real.” Applejack apologetically told every pony as she took off her hat in shame for her dishonesty. “I know it was wrong. I just hope, with time, I can win back everypony's trust.” Applejack concluded as she put her hat back on as her little sister approaches her.

“But if the tonic is a fake, then how come Granny can swim again, and what about all that aquabatics stuff we just did?” Apple Bloom questioned.

“I reckon sometimes you can forget what you're capable of, and it just takes a little extra confidence to remember that it was inside of you all along.” Applejack honestly explains to her sister before approaching Granny Smith and bringing her in for an embrace before confronting the Flim Flam brothers.

“But tellin' ponies your tonic can do things it can't is just wrong!” Applejack sternly told off the two con ponies.

“But you just said it boosts confidence!” Flim countered trying to spin this around in their favor.

“And that's not all it does, folks– “ Flam tried to add on before being interrupted.

“Yes, it is!” Silver called out as he takes off his glasses and hat. “In fact, it's not a tonic at all! I know, 'cause I helped make it!” Silver added as Flim and Flam begin exchanging nervous looks realizing that they are in trouble now. “Watching Applejack save Granny and then admit to lying, well, that made me realize I was making ponies believe in a thing that just wasn't so!” Silver honestly confessed as he approaches the Apple Family.

“Believin' in somethin' can help you do amazin' things. But if that belief is based on a lie, eventually it's gonna lead to real trouble.” Applejack addressed to him as Flim and Flam silently back away to escape which Midnight takes notice of and quickly cuts off their escape route by entrapping the con artists with her magic.

“Thank you, Applejack.” Silver told the farm pony gratefully as he holds the bit unaware that Midnight swapped it. “I got this through dishonest means. That was a mistake I won't be making again! I'd like you to have it, as a reminder of how you helped me finally see the truth.” Silver told her as he places the bit into her hoof.

“I don't know... “ Applejack unsure about accepting it.

“Oh, don't worry. I'll track down the pony I sold that worthless tonic to and give him another bit to replace this one! Honest.” Silver reassured her it’s no big deal in order to insist on her accepting it.

“I'm sorry, Granny. I hope this doesn't mean you'll stop swimmin'.” Applejack apologetically told her.

“Why in tarnation would I do that?” Granny Smith asked in an incredulous tone. “I just can't believe those two salesponies had me believin' I could near fly!” She added in disgust as she looked back at the Flim Flam brothers direction only to find they disappeared. “Hey, where'd they go?” She asked every pony who murmurs in confusion of their disappearance.

“Right here.” Midnight spoke up holding up the Flim Flam brothers with her magic with the cart of all of the bits they collected from their scam. “I found them slipping away.”

The Flim Flam brothers both grin nervously as they face the now angry mob glaring at them.

“You two no good swindlers.” Granny Smith angrily told them off. “You made me believe that I could make high dives again that could have killed me.”

The mob angrily chatters calling them out for their false advertising and demanding their money back.

“Oh don’t worry everypony, they’ll give you all refunds which I will personally ensure that they do.” She addressed every pony as she evilly smirks at the two con ponies with a look that says. “You shouldn’t have tried to scammed me.” As the two nervously gulp realizing they have messed with the wrong pony as they see only they are caught but said pony is a princess as she lifts her hood up to reveal herself to the audience.

“Midnight?!” Applejack wondered in surprise seeing her as much as every other delighted pony bowing to her up seeing her again. “What in tarnation is she doing here?!”She again said to herself wondering what her motive for stopping them is.

One by one every pony lines up as they get the bits back from the two swindlers with Midnight having horn lighten up ready to freeze them with her magic should they try to escape again. Granny Smith was last in line as she collected a large sum of bits she put into the fake tonic with Applejack and Apple Bloom behind her.

“Now let this be a lesson to you no good whipper snappers never to scam me like that again you here me.” Granny Smith angrily threatening the two brothers who nervously nod yes as they run away in fear which Midnight lets go of her magical grasp of the two now that they have returned all of the money they scammed every pony out of.

“Thank you, your majesty.” Granny Smith thanked her as she kissed her hoof out of gratitude for stopping them.

“Think nothing of it.” Midnight humbly replied as she accepted Granny Smith's kind gesture to royalty.

“Yeah, thanks!” Apple Bloom happily added.

“Just what in tarnation are you up to now?” Applejack skeptically asked Midnight of her motives and involvement in this.

“Just looking out for the ponies who look up to me like any other princess.” Midnight simply told her as she secretly used her magic to swap the bit Silver Shoal gave Applejack with another bit just like it. “And if you’re a smart pony you’ll understand why.” She added as she prepared to fly away. “Perhaps for the next time we meet.”

Midnight then takes her leave flying back to Ponyville waving goodbye to Granny Smith and Apple Bloom who kindly wave back at her as she flies off leaving behind the scowling farm pony.

Making it back to her home at the library she takes out the bit from her coat pocket which gives the rainbow glimmer it produced meaning she now has five out of six of the keys needed to unlock the Elements of Harmony leaving one final key out in large the Element of Magic.

Her orb will let her know when it pops up, but having obtained the Mane 5’s keys now locked away in her safe she has personally ensured that the potential use of the elements needed to defeat her is now in her hooves leaving her smirking in satisfaction that she can press forward with her takeover plans once the Equestria Games come up which is very soon.

Once Midnight safely locks up the bit in her vault Midnight turns back away looking out the window as her body glowed again as she prepares to press forward with her endgame.

Author's Notes:

With her latest scheme, Midnight has finally obtained all of the Mane 5's keys leaving one key still out and large around Equestria, hers.

Midnight is aware that her key is yet to be discovered she has done what she needs in order ensure that the Mane 5 can't re-access the elements of harmony in order to defeat her but time will tell her when it comes up.

For those who question this, keep in mind that the key to the Element of Magic is something that Midnight herself has to earn once she truly lives up to her element which wouldn't happen as long as she continues pursing the dark path she is on which she is aware of. So, Midnight has pretty much succeeded in her goal of obtaining the keys she needs in order stop the heroes from accessing the Elements of Harmony and using it's power to defeat her. Leaving her ready to press forward with her endgame plan unopposed as the Equestrian Games are right around the corner.

In this chapter, I have also added some bits that Midnight has keeping up with her royal duties in taking charge of the Rainbow Falls Traders Exchange and helping the Cutie Mark Crusaders improve their skills with ambitious intentions for when the three grow up. (Which BTW I had thoughts about doing an episode about but scrapped it because Diamond Tiara and Silver Spoon have pretty much got the message not to mess with them again which kicked off the episode's plot in the first place.)

I just have one more chapter left to cover before getting into the episode focusing on Midnight's endgame at the Equestria Games which does focus on Midnight again testing Spike from the shadows with "Inspiration Manifestation" coming up later this week.

Chapter 24: Inspiration Manifestation

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Chapter 24:

Inspiration Manifestation

On another fine and festive day in Ponyville, Midnight is out for a walk seeing that many ponies are preparing for the Foal and Filly Fair, a festival dedicated to all of the colts and fillies of Ponyville. While walking she sees Pinkie Pie happily bounce up and down eager for the festival to begin.

“Hear ye, hear ye! The Ponyville Foal and Filly Fair is almost ready to begin!” Pinkie announced to every pony in attendance as the crowd chatters in excitement eager to begin celebrating as well.

Midnight has also heard that Spike has come over to town to help Rarity create a lavish puppet theater for a puppeteer pony client for the festival. For his crush, Spike would be more than happy to help Rarity out to the best of his ability in the name of love.

She then sees Rarity and Spike head out to meet their client with Rarity’s creation all ready to go as Rarity is ready to expect praise for just recently finished and successful project. But to Rarity’s surprise the three words that spoke from his mind are quite the opposite of what she had expected.

“This is awful!” The puppeteer exclaimed in disgust.

“Awful?!” Rarity questioned completely caught off-guard by his response as he further examines the cart.

“And completely unusable. Hmmm... Ugh! It doesn't travel! Oh, there's no room for my puppets!” He harshly commented on the tight space and wheels not being on the ground. “It appears I won't have a traveling puppet theater to use after all.” He added as he walked off in a huff with his puppets glaring at her with her with its googly eyes.

“I don't know what that guy was talking about. This thing is perfect!” Spike reassured Rarity she did a great job while claiming he doesn’t know what he is talking about but it didn’t stop Rarity from running off in tears really hurt by his harsh criticism.

“Well, he wasn’t wrong when he pointed out he needs a puppet theater with amble space and great mobility.” Midnight silently commented that his criticism is accurate. “But yeah, not very nice.” Midnight added also agreeing that he could have said a lot nicer than how he said it.

Spike concerned for Rarity follows her back to her home where Midnight decides to secretly follow from behind. Once at Rarity’s home Spike tries his hardest to comfort her but it was too no avail as Rarity was too depressed to try to create something new feeling she won’t be able to get it done in time and be able to satisfy her new clients. She is now deciding to lie down on her fainting couch doing nothing but sobbing while eating ice cream.

Spike seeing how upset Rarity is decides he needs to take matters in his own hands as he thinks of an idea as Midnight who was watching from the window unseen has also come up with another plan seeing this as another opportunity to test Spike’s abilities as she creates a gust of wind and “accidentally” blows a note she has written into the house for Spike to read once it flew right in front of him.

Spike reads the note that reads “The solution you seek is somewhere in the Castle of the Two Sisters.”

After reading the note Spike sets out to the Castle of the Two Sisters to do so without question but not before fetching Owlowiscious from Midnight’s library for help to do so. While approaching the library, Spike had to really quietly and carefully hope that Midnight isn’t around to catch him in the act knowing that he could be a dead dragon if Midnight catches him snooping around her property without permission as he approaches the front door.

But to his surprise he finds that she isn’t home as she would have detected someone was here at the sound of the door opening.

Spike seeing that he has more important things to worry about immediately decides to find the book he needs in order to help snap Rarity out of her funk dismissing what should be immediate suspicion for the young dragon.

Unbeknownst to Spike, Midnight was secretly spying on them from a distance from the library in the nearby bushes just opposite of the treehouse.

“Your suspicions are right, Spike.” Midnight said as she secretly follows them. “If only you stopped to properly put the pieces together you would have figure out what I’m up to this time.”

As Spike and Owlowiscous headed out to the castle, Midnight continues to follow them and uses an invisibility spell so they don’t catch her spying on them as they look through books that have the answers that he needs to help Rarity.

“Argh, there's gotta be something in here somewhere.” Spike wondering out loud looking for answers as he tosses the book away as Owlowiscious hoots at him.

“It's not "who", it's "what"!” Spike knowing how to speak owl corrected as he looked back. “Like, what can help Rarity make something in time for the fair?” He added as looked at another book. “She really, really, really wants to make a creative contribution. She said I'm her favorite dragon, so it's up to me to come through for her in her time of need.” He added proudly as he pounded his fist into his palm before turning back to continue his search by hopping on the ladder with wheels on the bottom allowing him to slide over to the next shelf. “There's gotta be some kind of spell that'll do the trick." Owlowiscious instead of working with him just hoots in response. “Come on, help a dragon out!” Spike insisted him again to help him as he continues looking.

As Spike pulls another book from the shelf Owlowiscious managed to appear in front of him hooting again.

“Ugh! It's not for me! It's for Rarity! The one who made you that bow tie you like so much?” Spike told the owl annoyed at his constant hooting at this point simply puts the book back in its place as he slides down the aisle only for Owlowiscious to be sitting there already hooting again to get him not to seek out a spell book to help Rarity. “Okay, I get it.” Spike begrudgingly conceded about ready to turn back before he does something he'll regret.

But before Spike could turn around and leave, a book hooked onto to a lever is pulled by Midnight’s magic causing a secret passageway to open to reveal a book under a green aura in a small room.

“What is that?” Spike asked in amazement as he approaches it despite Owlowisciois warning through hoots not to while Midnight watches on slyly smiling as she watches as if Spike is doing exactly what she wants him to do.

With a simple breath of fire Spike was able to melt the lock off allowing him to open the gate to the special book. Spike approaches the book as Owlowiscious hoots nervously knowing that is going to end badly.

Midnight watches as Spike climbs up the stair case leading up to the pedestal where the book stands. After reaching the top Spike was able to obtain the book as Owlowiscious hoots nervously in Spike’s direction.

“What? If I wasn't supposed to have it, it wouldn't be so easy to get. And it's covered in spikes, like me.” Spike assertively told Owlowiscious that he is doing nothing as he walks back down ignoring the staircase and pedestal crumbling down as he walks down with an unflinched stride as Owlowiscious still continues with the nervous hooting and while Midnight smiles impressed seeing this unflinching walk he just displayed.

"Inspiration Manifestation: Instantly brings ideas to life." Spike said as read the title. “I'm likin' the looks of this one. Hmmm.”

At that moment the wall slides back close the passageway which Spike simply shrugs off as he continues to read from it.

“Perfect!” Midnight commented in satisfaction as she watches Spike leave the library seeing that plan is now in motion as she secretly follows them while still invisible as her heart glows.

Midnight continues to follow Spike without him knowing back to Rarity’s house and watches the scene from the window as Rarity has spent the time while they were away eating away her sorrow through a dozen cartons of ice cream with a messy mane.

“Somepony’s sure gonna need a workout after this.” Midnight stoically commented on the sight of the drama queen continuing to wail in her despair.

“Rarity!” Spike happily called out to her with his hands behind his back.

“Leave me be!” Rarity cried out still sobbing from her rejection. “Can't you see how distraught, disappointed, and downtrodden I still am?”

“But I brought you something.” Spike offered as he hopped on top of the couch.

“Unless it's another carton of vanilla oat swirl or word that the festival has been cancelled, I don't think I'm interested.” Rarity declined as she places a hoof on her head.

“It's magic!” He added to further encourage her in order to try the book out.

“Spike, precious scales, I already have magic.” Rarity again declined after tidying her mane up and used her magic to eat a chocolate from a Valentine’s Day gift.

“But not the kind that can help you create something in time for the fair.” Spike countered as he presented the book he just got. “This can!”

“I suppose it's worth a try.” Rarity decided as she levitated the book with her magic from Spike’s hands seeing that she has nothing to lose at this point as she began to read the spell. "From in the head to out in the world, every thought to action.” Rarity started to read the spell. “Hold close this book and through its spell, you'll start a chain reaction, projecting forth whatever beauty you see.” As Rarity continues a green aura comes up to her horn seeping through into her magic. “Only when true words are spoken will you finally be set free." Rarity concluded as her aura is now sporting a green color much like the book's cover.

“Did it work?” Spike asked.

“Hm, there's only one way to find out.” Rarity responded read to test it as she gives a determined look as she focuses her now dark magic with green eyes as she uses the magic to beautify the book with a zap.

“Oh, my!” Rarity gasped in amazement seeing that it worked wonders. “I thought about making this a much more beautiful spell book, and I have!”

With another zap of dark magic she transformed her couch into a much bigger and extravagant version.

“Dear, dear Spike! Here I was about to give up, but like a true friend, you've come through with flying colors!” Rarity complimented causing Spike to blush wanting to think nothing of it. “Come! We must find the puppeteer right away, so that I may provide him with the most fabulous theater he's ever imagined!” Rarity set out halfway out the door with the book in tow with determination to try her task again. “Or, should I say, that I've ever imagined.” She added as her eyes glowed green as if she is evilly smirking just like Midnight who is currently giving the same smirk as she watches from the nearby trees.

“Oh I’m sure you’ll definitely do so Rarity.” Midnight commented as she watches Rarity and Spike head back to the festival. “Since you are helping me in return set up another test for Spikey-wikey by thinking and acting just like me.” She added as she chuckled evilly seeing that she could potentially corrupt Rarity into following her hoof steps if she wanted as she sets off to secretly follow them where she watches Rarity and Spike head off to meet up with the puppeteer who is setting up his puppet theater at the entrance of Sugarcube Corner as Rarity approaches him with the book in her saddlebag still smirking with Spike right behind him.

“Ah, Miss Rarity, come to see the show, I presume?” The puppeteer condescendingly remarked as he stepped outside to face her. “You'll notice I had to make do in light of your recent failure to produce a functioning theater.” He added in the same tone as he pointed to his puppets dancing through his magic.

“Oh, but I think you'll find the new one I've created will be much more to your liking!” Rarity confidently replied shrugging off his attitude as she pointed to his right showing him a very eloquent and formal theater booth which Spike places a presenting hand out at its direction which really amazes him.

“Ah, well, it is gorgeous, but that was never the problem now, was it?” The puppeteer observed very impressed. “Oh, well, this one does seem to travel.” He added noticing the wheels as his puppets pull on the theater like a wheel barrel “Plenty of room for my puppets...” He added as walked inside of the theater. “I say, Miss Rarity, I don't know how you managed to do so in such a short amount of time, but you seem to have redeemed yourself.” He complimented as Rarity proudly raises her head high hearing this. “How did you manage to do so in such a short time?” He asked very curious of how she did it.

“As a matter of fact, she used a s–“ Spike tried to explain before being cut off by Rarity knocking him down to the ground.

“A good designer never reveals her tricks.” Rarity simply explained as she smugly smiles as the puppeteer gives a look that says fair enough in his mind.

“A little smug there Rarity.” Midnight commented a little disapproving of her shades of arrogance. “But a good designer much like a good planner never reveals her secrets indeed.”

Afterwards the fair went on smoothly no problems after that. Shortly after the fair ended Rarity thanks Spike for finding her the inspiration she needed to pull it off.

Spike then wanted to bring the book back to the castle seeing that the job is done now but Rarity really loving the dark magic’s beauty wanted to hang to it for a little longer which Spike agreed to seeing that there wouldn’t be any harm done there despite Owlowiscious’s warning.

Midnight watching this is content with this with a knowing look that the dark magic is further corrupting Rarity to the point she will go crazy from its overuse as she flies off back to her library to await for her next move so she can watch Rarity’s descend into madness.

Sure enough, Rarity has really gotten in really deep with her use of dark magic having managed to beautify everything in her shop by the time Spike had arrived to attempt to retrieve the book.

Now she is thinking of beautifying all of Ponyville with her newfound and forbidden powers and because Spike doesn’t have the heart to tell her she is starting to lose it and is going out of control Rarity still has control of the book and sets out to do so.

She continues her beautification of Ponyville with dark magic by using the magic to turn the Apple Family’s cart into a golden cart with jewels, poofs up Rainbow Dash a heavy dress, and Fluttershy an overly-extravagant bird house who all are left surprised wondering where how it happened. She even goes as far as turning a regular children’s party into a formal Canterlot-like party which the young foals don’t seem to appreciate.

Spike kindly and politely tries to tell her she should stop at this point but Rarity having already lost her mind due to the dark magic’s influence still insists on making more beautifications to Ponvyille with Pinkie Pie’s party next on the list.

At this point, having seen enough Midnight puts her orb away sets out heading back in Ponyville where the mayor finds her after spotting Spike wearing a dark magic created outfit made of blue crystal.

“Princess Midnight, the gazebo has been turned into solid crystal, and two ponies are now trapped inside its walls!” The mayor alerted her.

Hearing this causes Midnight to fly over to the gazebo she saw the two trapped ponies inside the gazebo just as described by the mayor.

Using her magic, Midnight was calmly able to transport them out of the gazebo with her teleportation spell and landed them safely on the ground.

“Thank you, Princess Midnight.” One of the ponies gratefully exclaimed as she bows before her.

“Don’t mention it.” Midnight humbly responded before continuing. “Now if I may, did you get a glimpse at the pony who did this did you?” She inquired them who were unable to say "Yes." in response as they all see that the bridge has been suddenly turned to solid gold.

“Both of you, get to safety!” Midnight commanded the two ponies who both nod as they set off to do so. “I take care of things from here.” She called out in the direction they are running off to.

With her wings at the ready she flies off in Canterlot’s direction for the next part of her plan by seeking the princess’s help and involvement in this matter.

Arriving at Canterlot, Midnight dashed through the castle in a hurry making it to the room the Princesses were in where she alerts them of the chaos that is going in Ponyville. While the royal sisters were skeptical of Midnight's claims they ultimately had no choice but to help her out in the matter since Midnight can and will blackmail them by threatening to expose their secret if they didn't comply with her so Celestia has Luna go with Midnight to help clean up Ponyville while sending a letter requesting Princess Cadance's immediate help.

Together they quickly headed back to Ponyville and from the distance as they flew in they could see every building in Ponyville was crystalized and bejeweled. Princess Luna widens her eyes in shock seeing this.

“What in the name of Ponyvile…?” Luna exclaimed in surprise of all of the shiny magic that has spread around town before they both landed on the ground as they examined the magic while having to shield their eyes form the shiny glare it produced.

“Still believe I’m behind this.” Midnight questioned Luna if she believes her now in a “I told you so.” tone as she glanced at her with a raised eyebrow.

“Let’s just focus on the task on hoof.” Luna sternly responded as she examines the magic by getting a close look at the bridge. “This is definitely dark magic.” She confirmed. “We need to get rid of it before it gets worse and if they are no more further arguments shall we get started?" She then asked the younger alicorn who nods in response before watching Princess Luna begin the removal dark magic process as Midnight joins in after watching her perform the spell after a good minute.

By working together they were able to concentrate their magic in cleaning up the dark magic. They managed to make much progress after several cleanings. By that point both Midnight and Luna appeared to be tired but not enough to stop them from continuing their efforts in trying to complete their task as both alicorns have strong energy from earth pony strength, peagsus speed, and unicorn magic combined.

As soon as they finished their most recent round of dark magic cleansings Princess Cadance flew down to help assist with the clean up. With Cadance’s help all three alicorns were able to expand and strengthen the effect of their magical wash and were finally able to clean up all of the dark magic that was spread all over Ponyville. Because Midnight already has experience with dark magic she still had as much energy as Luna and Cadance even if she broke some sweat as a result from the energy consuming experience.

"That’s the last of it.” Midnight said.

“Thankfully.” Luna agreed as she wiped some of the sweat from her forehead as she searches around for any spots that may or may not have missed to which they managed to clean every single spectacle of dark magic from Ponyville. “Now we need to find the pony responsible for this mess and making sure Twilight is telling the truth this time.” She added with a glare at Midnight’s direction who glares back at her in return as they heard and saw Rarity walking by from a nearby distance.

"What happened?” Midnight asked the unicorn as she approached them. "Are you okay?"

“I’m fine, darling.” Rarity honestly answered while a little dazed from the exposure to dark magic while not caring that she was talking to her former friend at the moment. “At least, now, I am.” Rarity started trying to find the right words to explain herself. “For you see It’s just that… Spike was trying to help me with my creative mojo for the Foal and Filly Fair… so he found me this book…”

“Book? Like what kind of book?” Midnight inquired.

“It was this odd-looking and old dusty book." Rarity tried her best to her knowledge to describe said book Spike got her. "The title of that book was named Inspiration Manifestation.”

“How are you feeling?” Luna asked sounding alarmed as she remembered and knows about said book in question.

“I’m fine, Princess Luna.” Rarity reassured her. “Just a little dizzy and fatigued is all.”

“Please. Let me help you.” Luna insisted with concern as she lifted Rarity onto her back. “I take you back to your home so you can get some rest and recover from this incident.”

“Thanks.” Rarity gratefully spoke as Luna quickly teleported away to Rarity's place where she places and tucks her in bed before teleporting back over to where Twilight and Cadance were last standing before turning to Midnight with a begrudging and apologetic look on her face.

“Well, I guess I owe you an apology as you were telling the truth this time.” Luna told Midnight as she raises an eyebrow still suspicious still not letting her off the hook. “Even though I still think someway somehow you had something to do with this.” She sternly added to warn Midnight that she still knows someway somehow she is behind all of this.

“Well with all things considered it’s understandable and apology accepted.” Midnight replied and shrugged it off by taking no offense to her accusations before grouping the others together for a huddle as she focused her magic. “And now to deal with the dragon responsible for this.”

With a zap of magic the three all teleported to the library just as Spike was entering the room with Owlowiscious.

"Whew?!" Spike said in relief as Owlowiscious flew inside. "Told you Twilight won't suspect a thing." He happily said as if he seemignly got away with it until to gasp in shock seeing the three alicorn princesses are already inside waiting for him with his fear mostly set on the dark purple furred alicorn.

"Would she? Would she really?" Midnight spoke up unimpressed as she flies up with her hooves crossed.

"Twilight!” Spike exclaimed in fear. “What are you doing here?”

“Well, for starters I live here.” Midnight stoically pointed out as he raised a hoof to their surroundings. “And number two, I had just heard from Rarity who tells me you gave her a book that allowed her to access dark magic, you know, the magic that made everything all formal and shiny.” She added as she glared at the young dragon who backed away terrified. “Well, care to explain where you got it?” She sternly asked Spike expecting an immediate straight to the point answer.

“Well…” Spike nervously tried to explain while fearfully shaking his legs. “I got it at the Castle of the Two Sisters.”

“How were you able to get it?” Luna questioned.

“I was just looking for books that would help Rarity. I ended up stumbling onto a bookshelf that moved and revealed a secret room. So I ended up taking it because of its title “Inspiration Manifestation.”

“Where is the book now?” Luna inquired.

“I…” Spike hesitated to answer before confessing. ”I ate it because I thought it was the only way to stop it when realizing how out of control things were getting. Turns out I just had to follow the last part of the spell and tell the truth to Rarity.”

“Not exactly the best way to handle it, but at least it wouldn’t cause any harm to you, Spike.” Princess Luna responded with a sigh. “As long as you didn’t magically interact with it, you should be fine.”

“I better get going…” Princess Cadance told the others as she prepared to leave. “I’ll see you at the Equestria Games.” She added with a smile and left.

“Well, now that everything is taken care of I better get back to the castle.” Spike quickly and hastily added as he fled the library to avoid facing Midnight’s fury as Princess Luna followed him so he could escort him back there as she is going back to Canterlot too.

“Please try not to do anything drastic, Twilight!” Luna advised the villainous alicorn as she took the time to turn back to face her. “Or pretty soon my fate will yours for the next thousand years. And trust me being trapped on the moon will do little for your sanity and happiness if you do not fight the darkness inside of you.” She warned her before making her leave.

“Oh don’t worry Princess Luna. I can assure you neither of those things will happen as pretty soon I will be the one leading Equestria for a great new change once the Equestria Games comes.” She said to herself while shrugging off Luna's concerns as her heart glowed as she evilly grinned having another one of her plans for Spike succeeding as he managed to save Rarity on his own further proving of how far his loyalty will go for the ponies he cares about.

Later as Princess Luna is flying back to Canterlot with Spike in tow, Spike sighs in relief that his former friend didn't kill him for trespassing on her property.

"Thanks for the ride." Spike sincerely thanked Luna. "You really saved me back there. I really though Twilight was going to kill me for causing that whole mess in Ponyville with all that dark magic floating around."

"Think nothing of it." Luna calmly responded with a small smile as she looked back at the young dragon before changing back into a more skeptical one as she wonders the exact details of Midnight's involvement in this. "Though I still can't help but feel Twilight was responsible for this someway and somehow even if she wasn't the one using dark magic all over town."

"I know." Spike added with a confused expression. "I mean Twilight would have confronted me the second I stepped into her library yet she wasn't around at all when I came and borrowed Owlowiscious from her. I wonder if she wanted me to find that book in the first place."

"What do you mean?" Luna asked wondering if that’s the connection to how she was truly involved.

"While I was trying to comfort Rarity I found a note that flew inside suggesting I check out the Castle of the Two Castles which is where I found that the book.” Spike explained. “It wasn’t until a secret passageway opened that I actually came across it but the weird thing is I didn’t open it unless...” Spike continued to explain until he stopped mid-sentence with his eyes widening in a horrified realization. “She was there the whole time while my back was turned. Now it all makes sense now!”

“I knew she behind all this but I couldn’t figure how and what until now.” Luna grimly responded. “It seems all of that dark magic is really taking a toll on her sanity as she is now engaging in even more darker schemes.”

“I know.” Spike agreed with the night monarch. “If it weren’t for me Rarity would have suffered the same fate. Just not knowing of what Twilight has planned really scares me as if no pony knows what she is going to do next.”

“Well let’s hope she doesn’t do something drastic to the point there’s no hope of saving her.” Luna spoke sounding worried herself. “Just seeing her in her Nightmare Moon like appearance even scares me.” Luna truthfully admitted her thoughts of their terrifying adversary as she flies towards the Canterlot castle having just arrived in Canterlot.

Midnight watches this from her crystal orb as she now focuses on Princess Cadance who is currently flying back to the Crystal Empire currently looking a little tired from cleaning up Ponyville while looking visibly worried for her sister-in-law’s well-being as seeing her descend into darkness really scares her too and would be deep down heartbroken if there was no way to save her.

“Oh, Twilight.” Cadance spoke to herself in a somber and saddened tone. “Please don’t let things come to this.” She said as a single tear fell from her eye which fell to the ground and formed a heart shape on the ground when it landed.

“Don’t worry, Cadance.” Midnight spoke in a reassuring tone to herself. “As long as Princess Celestia cooperates with me you won’t be forced to do the unthinkable as soon all of Equestria will be mine.” She added in determination and confidence as she focuses on getting herself ready for the upcoming Equestria Games, ready to put her endgame plan to take over Equestria in motion while focusing her orb on the Crystal Heart which glows the same color as her heart again as it twirls around with no pony around to see it as Midnight sporting her teeth as she evilly smiles at the same time her heart glows again.

Author's Notes:

In this chapter, Spike has further proven his abilities of how far he is willing to go to save his friends as Midnight tricks him into introducing Rarity to dark magic. Midnight’s schemes have gotten darker as the dark magic is really getting inside of her heart which leave you all wondering how far she will go in order to achieve her goals as this next chapter will answer that very question as she carry’s out her endgame plan at the Equestria Games.

As you have read I also added Cadance in this chapter with her role like Luna helping clean up Ponyville and scenes where she Luna and Spike worry about what Midnight is up to next seeing that the dark magic is really taking a toll on her sanity with the scheme she has just pulled and they have no idea what she is going to next with the Equestrian Games on the horizon.

As for whatever Midnight has planned will be revealed in the e next chapter which will be released sometime next week which will definitely be an chapter worth reading once I properly take the time to finalize it so it live up to the bar the Princess Midnight arc set.

So please be patient until then and I can definitely tell you all the wait will be worth it once it is out and ready which you’ll the know a day before it’s actual release.

Chapter 25: Equestria Games

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Chapter 25:

Equestria Games

On a nice day in Equestria everypony is eagerly excited as today is the day that the Equestrian Games are being held in the Crystal Empire. Rainbow Dash is currently motivating her teammates who are currently working out in preparation for their upcoming events.

From lifting weights, doing wing push-ups, pull ups, flying practice, all of the ponies representing Ponyville are ready to give their best in this upcoming event. The Cutie Mark Crusaders are also on the train to as they won the honor of carrying Ponyville’s flag during the games. In addition, Spike is also on the train keeping track of everypony’s luggage and making sure none of it falls over.

Even Midnight herself is excited for the upcoming games as today is also the day where she plans on taking over all off Equestria on the spot there as this is something she has bidded her time for very well since day one. She too is ready for this as no pony not even the ones that know who she really is knows of what she has done to the heart when no pony was around.

Under her and Princess Cadance’s orders a couple of the crystal royal guards have brought Spike over to them giving him a royal lift from the train station to the castle to relieve him of the burden of carrying that heavy load of luggage. Spike himself hasn't forgotten about his heroic accomplishments in his role of saving the Crystal Heart as if was years ago that he made said accomplishment even though it’s was long ago when King Sombra returned.

Even with all things considered Cadance is very hopeful that her sister-in-law can fight off her inner darkness that is consuming her as she further relishes in her darker instincts even though Midnight herself still has no plans to back from what she is about to do.

When the guards bring Spike to them he was covering his eyes shut in fear as he had no idea of why they did that as he ends up falling over on his face accidentally.

“Spike! Are you all right?” Midnight asked him as he got up and helped the young dragon back onto his feet.

“A thousand pardons, O Great and Honorable Spike the Brave and Glorious.” One of the guards apologized to Spike as he bowed to him.

“Huh? Who the what now?” Spike answered as he rubbed his forehead still confused of why he was being addressed like this.

“Thanks for bringing Spike to us.” Princess Cadance thanked the guards as they backed away while still bowing before turning her attention to Spike. “It's okay, Spike. We'll have our hoofponies go back for your bags.” Cadance reassured Spike that the bags won’t get lost as she wraps a hoof under him before escorting him inside the castle.

“Uh, can they hang back a second and tell me what's going on first?” Spike asked again still not understanding what is going on and why what has happened as the princesses escort Spike to the crystal balcony where Spike finds himself sitting back on the couch being feed gems from a royal servant as both Cadance and Midnight continue their conversation with him.

“Mm! So the ponies here think I'm some kind of hero, huh?” Spike wondered as he gets comfortable on his couch before addressing the servant feeding him gems. “More of the green ones, please? I like the green ones.” Spike politely asked as her as she was about to feed him a purple gem causing her nearly drop it as she placed it back into the basket and got him a green gem with a grin.

“First time you were here, you got the Crystal Heart to Princess Cadance in time to save this entire empire from destruction!” Midnight recalled his heroics to him again.

“You are known throughout my empire as "Great and Honorable Spike the Brave and Glorious”. Cadance further added as she commended him again.

“Isn't that awesome?” Midnight asked Spike as he sucked on his green gem as she walked up to the balcony as Spike follows her. “You're a big shot here, Spike! See that? That's you!” She added as pointed towards a crystal statue of him holding up the crystal heart as a few ponies marvel at the sight of it with one taking a picture of it.

“Hello, gawgeous!” Spike said as he admired his own statue.

“This is why we all hope you do us the honor of lighting the torch at the opening ceremony. You'd be the very first dragon in the history of the Equestria Games to do so.” Cadance offered.

“Of course I'll do it! And – bonus – I can do it with my fire breath!” Spike eagerly demonstrated while accidentally burning the fanning leaf a crystal pony was about to lift over him causing him to laugh nervously at his mistake.

Just as Spike and Cadance walk off ahead with Midnight following right behind them she chuckles to herself evilly as her heart glows as she awaits to see Spike in action as she thinks of another plan to test Spike as she takes over Equestria.

Shortly afterwards, everypony was gathered in the stadium as everypony is already waiting for the games to begin.

Down below Shining Armor in his armor is walking around to make sure everything is in order.

“Places for the procession, everypony! Two minutes!” Shining Armor called out as he passes by the ponies who are about to compete.

In the upper seats there is a section for the alicorn princesses and the other important delegates and leaders from around Equestria. Pinkie Pie, Rarity, and Applejack are seated in the lower seats just below the royal booth.

Midnight wearing her crown walks into the royal section where she walks up to her specially designed chair with her cutie mark engraved on the top of it. She sees Princess Celestia who sees her as well. Even with the animosity between the two Midnight respectfully bows to her which Celestia nods at the gesture as she raises a hoof in the direction of Midnight’s chair motioning her to take her seat next to hear which Midnight does with zero hesitation. She looks over to her left and sees Princess Cadance on the opposite side of chairs waving to her with a smile. Midnight kindly returns the gesture as she waves back with the same smile.

She looks down and sees her former friends sitting on the lower bleachers just as eager as everypony else for the games to start. So far everything is going according to plan. Even when Princess Celestia is wary of what she is up to she knows that even she doesn’t have the power to defeat her leaving her able to proceed with her endgame unopposed.

Seeing that the games are about to start, she sees Ms. Harshwhinny leading Spike about to light the torch in order to officially start the Equestrian Games. However, Spike has suddenly got cold feet and had to be escorted by two of the crystal guards in order to press through with his task which is something that Midnight takes notice off from down below.

“Now, please welcome the delegation from Ponyville!” Shining Armor announced the pony representing Ponyville for the Equestrian Games as Apple Bloom and Sweetie Belle hold up a large ring with a banner with Ponyville’s flag insignia on it as they start the routine they have been working on for the games.

“Ponyville forever! Yay!” They cheered as Scootaloo rode her scooter through the banner carrying the Ponyville flag attached to the back of her scooter as all of the competitors emerge and fly through the hoop.

“Awesome!” Rainbow Dash excitably said as she flew by.

“Yay.” Fluttershy softly said as she flew by.

“Yeah!” Bulk Biceps loudly announced as Derpy trails after him.

Applejack, Rarity, and Pinkie Pie all loudly cheer for their friends that are about to compete while Midnight watches from above with quiet interest to see how they do in their upcoming events.

Scootaloo rides her scooter up to where the other flags are planted in the ground lined up two facing each other down a perfectly straight row as she plants Ponyville’s flag into the ground with all the other flags before joining the other Cutie Mark Crusaders and the rest of the Ponyville team as they await for Spike to light the torch.

Now focusing her attention to Spike she sees that he is completely frozen in fear and it took Ms. Harshwhinny snapping him to attention to climb the ladder. Once he gets to the top he takes a deep breath to breath fire into the torch but to his surprise nothing came out.

Midnight along with the other princesses and representatives take notice seeing that nothing is happening.

“Is there something wrong, Spike?” Midnight thought out loud.

“What’s wrong?” Cadance asked out loud as Spike tries to breath fire again who again can’t conquer any fire.

Now seeing that Spike is having trouble everyone was wondering what is wrong as Spike sweats nervously in fear.

“Equestria, we have a problem.” Midnight said with a smirk taking pleasure at seeing this.

“Somepony go down and help him.” Cadance worriedly called out to one of the guards as Princess Luna yawns now getting a little bored of waiting seeing that Spike is still having no luck lighting the torch himself.

Midnight deciding to take action herself after making sure nopony was looking secretly lights her horn to use her magic to light the torch surprising him and the other princesses that Spike was able to accomplish that while Midnight on the other hoof smirks in satisfaction as taking advantage of his nervousness to plant an ego in his brain as part of her plan as she now thinks of the next step for what she has in mind.

“Let the games begin.” Shining Armor announced to the crows who all cheer for him for what he has seemingly done as Spike is trying to figure out himself of how he did it.

Later Midnight flies by where the Cutie Mark Crusaders are greeting their older sisters to congratulate them for their successful routine for the opening ceremony.

“Oh! There are our little superstars! You were fabulous!” Rarity said in amazement as she places a hoof on Sweetie Belle’s chin.

“Made me sit up proud like a cornstalk in August!” Applejack proudly told her as she hugged her.

“Ya done good, squirt!” Rainbow Dash said as she patted her head.

“You three really were wonderful.” Midnight congratulated the girls from above which lead to their older sister to step forward in front of them feeling like she is going to harm them even though she wasn’t going to. “But does anypony know what was going on with Spike?” She asked as she landed.

“He sure seemed to be having a tough time of it out there.” Applejack noted suspiciously at her. “And when do you still care about Spike?” He skeptically asked her.

“He put things right in time, though.” Rarity happily noted that he was able to come through in the end. “Unless of course…” Rarity quickly thought to herself. “You had something to do with it.”

“Yes I did.” Midnight bluntly answered honestly. “And say one word to Spike and I’ll share our secret to everypony in the Equestria Games.” She added in a threatening tone.

“You do know of course he is going to find out eventually if he hasn’t already.” Applejack correctly pointed out to Midnight.

“Yes I know.” Midnight acknowledged. “But you do know what pride he takes in a job well done and do you honestly think breaking the truth to him right now is the best way to go on about that?” Midnight questioned while off-handily bringing up her honesty lesson but Rainbow Dash interrupted their argument before Applejack to answer yes in response.

“Psst, here he comes now! Act casual!” Rainbow Dash alerted the others as everypony turns to Spike with his head hanging down as he approaches them.

“Sup!” Rainbow Dash told him wearing sunglasses while crossing her arms.

“Spike! Is everything okay?” Midnight asked him with pretend concern.

“I guess. I don't know. The weirdest thing happened down there.” Spike answered still confused with himself.

“Like what?” Midnight inquired acting like she doesn’t know what happened either as Applejack rolls her eyes not fooled at her effortless lying since she knows the truth.

“I mean, there I was, trying to light the torch, with all of Equestria watching, and feeling like the hugest failure ever, and then the thing just lit! It was amazing!” Spike explained as he snapped his fingers when he said lit with his expression turning into happiness with himself of what “he” did.

“Really?” Midnight questioned while still continuing the act with faux surprise. “Any idea how?”

“Because I have discovered that I can light fire... with my mind?” Spike happily answered.

“What?!” Rainbow Dash, Rarity, and Applejack ask in surprise.

“Look, look, it's the Great and Honorable Spike the Brave and Glorious!” An eager crystal pony walking with another pony said as they approached them.

“Can we get your autograph?” The mare kindly asked.

“Sure!” Spike happily replied as he wrote his signature on the piece of paper the crystal ponies gave him.

“How you saved our Empire last time you were here was really amazing!” The male crystal pony said as he continued to gush over his accomplishments.

“Aw. You know what else is amazing? Watch this!” Spike happily and proudly told them as he focuses on the paper earning confusion from the crystal ponies as he struggles and strains trying to repeat his brainpower. “Don't worry. Once it bursts into flames through brainpower, I'll sign another one for ya.” Spike reassured the crystal pony as he continues to strain his to repeat his magic. “Promise.”

He continues to struggle until Midnight secretly invisible uses her magic to light the autograph on fire.

“Aha.” Spike announced in amazement. “You see!”

“Wow! That really is amazing.” The female pony happily and excitably exclaimed.

“No wonder you are the brave and glorious.” The male pony added in the same tone.

“Like I said just takes a little bit of brainpower for me to light a fire with my mind.” Spike proudly responded while the main ponies roll their eyes knowing the truth behind it as the two walk off continuing to gush in amazement of what “he” did as Midnight reappears.

“What did I tell you girls.” Spike addressed his friends. “Brain power.”

“Oh, you sure showed us, Spike.” Midnight told him continuing to play along with the charade after quickly appearing before Spike could notice.

“You know if you keep rolling on like this by impressing these ponies throughout the games you’ll have them all finding you a very noble and impressive dragon everypony will look up to.” Midnight advised the young dragon.

“That's true!” Spike eagerly agreed with her he ran off to figure more things to during the games. “That's exavtly what I gotta do if I want to keep this up and I wouldn’t disappoint.”

“Oh, I sure you will, Spike.” Midnight said to herself with an evil smile as she watches Spike run off to potentially humiliate himself someway somehow after further inflating his ego with her manipulative words as Applejack approaches her disapproving of her former friend's approach to this.

“You know he is going to find out the truth sooner or later.” Applejack sternly repeated to Midnight. “And just what kind of game are you playing on Spike by keeping up that charade for him.” Applejack accusingly added wondering what Midnight's motive is.

“Let’s call that one more riddle to solve.” Midnight answered with a non-answer. “Something to figure out as you listen and watch throughout the games.”

With a flash of magic Midnight quickly teleported back inside the royal seating booth to take her seat next to other Princesses as Shining Armor makes the announcement for the next event. By doing so she was able to avoid having to go through a machine that disables unicorns who can perform magic as security had sensed her use of magic to light the torch.

“Our next event the aerial relay!” Shining Armor announced as the competitors line up at the starting line including Rainbow Dash, Fluttershy, and Bulk Biceps. This was the moment they have been training for since the games were on the horizon.

The relay begins as the Wonderbolts start the race with the lead with Bulk Biceps in last place due to his small wings but was able to keep pace enough to avoid falling too far behind as he hands Fluttershy the baton. Fluttershy while not a fast flyer was able to move up to second place as she hands Rainbow Dash the baton just a couple seconds after the Wonderbolts completed their exchange. Rainbow Dash and Spitfire are both racing for the lead coming down to the finish in the final stretch only inches apart side-by-side as they approach the finish line. Spitfire crosses the line first which means Cloudsdale’s the winner with Ponyville finishing second as everypony cheers for them as the two give each other a hoof-bump to congratulate each other for their respective performances.

Even Midnight who was watching from the royal stands is too impressed with how well the Ponyville team did between Bulk Biceps ability to keep pace with small wings, Fluttershy being able to close the gap, and Rainbow Dash nearly taking home to gold for Ponyville in that event.

Shortly afterwards, the top three finishing teams were all placed on the podium with their respective medals hanging around their necks as Shining Armor walks by to address them.

“Congratulations to all our medalists. And now, the anthem of– “ Shining Armor announced before being interrupted by Spike.

“And I shall do the honor of singing!” Spike boldly announced earning cheers from the audience as Shining Armor briefly speaks to Spike about what he is doing before hesitatingly rolling with it.

“And now... um... the Cloudsdale anthem, as sung by... Spike!” Shining Armor announced still hesitant with Spike’s decision leaving Spike alarmed realizing his mistake not accounting for the fact they only play the anthem for the winner and that the Wonderbolts are from Cloudsdale.

Midnight seeing that her latest manipulation tactic causing him to waltz right into a trap smirks as she waits for Spike embarrass himself in front of everypony in Equestria.

“Sing for us, O Great and Honorable Spike the Brave and Glorious!” A pony from the crowd in the stands called out to him.

After Spike seeing that he has to wing it now clears his throat as the music for Cloudsdale’s anthem plays in the stadium and a Pegasus shines a spotlight on him as he sings.

“Oh, we're the Wonderbolts and we're super fast

And we're from Cloudsdale which-is-a-part-of-Equestria.”

He nervously sang as everyone watching is shocked and embarrassed by his poorly worded attempted singing of the Cloudsdale anthem.

“That we like best and we're proud and we're fast and we like it because it really has nice trees

Yeah, we love the town because it's so cool and, and we like to fly really fast and everything like that.

I kinda wish this was over 'cause it is... n't... yet... over... now.”

Spike continued to sing as Rarity and Applejack watch in shock as Pinkie Pie seems to be the only pony enjoying it.

Midnight watching is silently amused by this yet face-palmed in embarrassment to avoid glares from ponies nearby catching her laughing at him.

“Oh, we're the Wonderbolts and we're super fast and we're cloud– from Cloudsdale

We like it there 'cause it's really nice and the trees are cool and I hope it is over now.”

Spike sang as a mother covers her son ears and a well-dressed pony pulls down his hat over his face unable to continue watching the horrid sight.

“And... it keeps going on, la la la

And we really love the town.”

He sang as the Wonderbolts are shocked yet sympathetic for him as they could tell he didn’t know what he had just did to himself while Rainbow Dash and Fluttershy watch in shock with the latter turning her head aside acknowledging how embarrassing it is for him for singing an song he doesn’t know anything about a little similar to when she gets stage fright of singing in front of other ponies.

“So I wish that this... song... was over now.

Over... now.

Over... now. “

He sang as the song finally came to an end as the music stopped playing.

Everypony was completely stunned by what they had just seen and heard as Spike awkwardly and mortified with himself walks off in embarrassment.

“Nailed it!” Pinkie happily called out as Spike leaves apparently the only pony who enjoyed his performance.

Later that evening, the Equestrian Games was about conclude with its final event ice archery. During the event Midnight decides to look for Spike while refraining from using her magic to avoid being discovered and forced to have her magic disabled as she needs it to get a head start on her endgame plan. Also as long as she keeps her magic laying low until the time comes she will manage and get through this no problem.

“And so the Games conclude as they always do, with the ice archery finals! Ice archers, take your places!” Shining Armor announced as said athletes get ready to compete and while Midnight approaches the bleachers that the Cutie Mark Crusaders as she figures that they tried to talk to Spike to get him come out but it was unsuccessful. The Cutie Mark Crusaders were happy to see Midnight again as she approached them.

“Midnight!” The girls happily exclaimed upon seeing their mentor walk by.

“Hi girls.” Midnight replied with a smile before changing her expression into a more serious one. “Have any of you seen Spike?” She asked.

“He wouldn't come.” Apple Bloom sadly replied.

“We tried to talk him into it...” Sweetie Belle added.

“But he wouldn't listen!” Scootaloo finished explaining for the other two girls.

“Then I guess he is still in his room.” Midnight concluded as she turned to get him. “Thanks, girls.” Midnight thanked them as she turned back at them for a moment before leaving.

“No problem.” Apple Bloom answered as she waved after her as Midnight makes her way to Spike’s room.

“Spike? You here?” Midnight called out from the hallway before making her way in.

“Uh, yeah! I'm super-busy! Look at all this packing left to do, heh. Crazy, right?“ Spike frantically responded by opening up his suitcase as his luggage appears on top of him so he could pretend to be doing something to avoid going back to the games.

“No more hiding out. You're coming with me. Now.” Midnight assertively told him not fooling by his obvious attempts of avoiding and hiding from everypony.

“Okay, fine. I'll come.” Spike sighed as he obeyed her command. “Can I at least wear these?” Spike asked as he put on a hat and sunglasses as part of disguise to avoid potential embarrassment.

“As you as you come with me.” Midnight allowed him to do so with a nod while still asserting that he is coming with her.

Together the two made their way back to the stadium even though Spike also wearing a trench-coat out of fear of being recognized and facing further humiliation

“Honestly, Spike, I don't see why you're being so hard on yourself.” Midnight told him as he trails her while sounding a little unsympathetic for his plight.

“I let everypony down. Twice.” Spike sadly explained. “You never let anypony down, so you don't have any idea what that's like.” Spike added as they walked up just outside of the stadium field hearing cause Midnight to turn to face him as she looked him in the eye.

“Are you kidding? Listen to yourself.” Midnight asked in disbelief. “The torch got lit, the aerial relay teams got their medals – no harm, no foul.”

“Can we at least watch from inside there? I'm not sure I'm ready to face crowds in the stands just yet.” Spike responded with his spirits still not lifted by Midnight’s tough love.

“Oh, I think you might want to reconsider that with what’s about to happen.” Midnight responded as she stopped him from leaving as she purposely shined her crown at one of the archers causing him to accidentally shoot at arrow at a cloud causing ice to emerge from it as it prepares to fall on everypony causing them all to gasp even Princess Celestia and Princess Luna.

The only pony not panicking was Midnight who evilly smiles seeing that her plan is in motion.

“No!” Shining Armor shouted as everypony evacuates for nearby safety.

The Pegasus's including Rainbow Dash and Fluttershy quickly took action by trying to lift it up with their hooves in order to slow down its fall.

“Steer it towards the field, away from the crowds!” Rainbow Dash instructed all of the others trying to stop it from falling

“Somepony cut the disabling spell!” Shining Armor called out to the security guards.

“There isn't time!” One of the guards apologetically told the captain of the guard they can’t.

“What are you doing?!” Spike asked Midnight in disbelief seeing how far she is going willing to go to further her goals.

“What is best for all of Equestria.” Midnight again repeated while still smiling at the panicking crowd. “And unless you want to see everypony killed it is up to you to stop it.” Midnight added as she points a hoof at the incoming ice.

Filled with newfound and angered determination to stop Midnight from harming innocent ponies caught in crossfire Spike runs up onto the stadium field ditching his disguise to come to every ponies rescue.

“Dash, Fluttershy! Move!” Spike called out to his friends as he hopped off on Shining Armor’s back.

Every Pegasus was quick to oblige Spike’s command as jumped off of some of the Pegasus backs as he continues leaping himself up in the air. Once he is up high enough he gives a deep breath as blows a huge breath of fire to melt it all away. Once the ice is melted Spike causally grabs and lifts up an umbrella to shield himself from the ice as it rains a brief shower.

Everypony cheers for Spike for his heroic accomplishment as the Mane 5 and the other Princesses gather around Spike to congratulate him while Midnight backs away into the shadows so she can prepare herself for the next part of her plan.

“That was awesome!” Rainbow Dash as the rest of the Mane 5 praise him as Princess Cadance taps a hoof on Spike to get his attention.

“I just wanted to thank you personally for saving those ponies and the Games, O Great and Honorable Spike the Brave and Glorious.” Cadance congratulated him as he bows to him. “You must be very proud.”

“I guess.” Spike responded still sounding down with himself.

“You guess?!” Every pony asked in surprise hearing this.

“I just saw what needed to be done and reacted.” Spike explained. “Just so happens I can breathe fire and even when I can’t quite get a hang of brainpower to start fires if any of you could do that, you'd have done the same.”

“Forgive me for bein' blunt, Spike, but you're not makin' a lick of sense.” Applejack bluntly commented as she stepped forward.

“Well, it's just how I feel.” Spike replied.

“Wait a second. I think I get it.” Princess Cadance responded as she speaks up again. “You keep saying you let everypony down, but we all keep saying you didn't. You know who's disappointed in you, Spike? You. And only you can make it right with you again. What would that take, Spike?”

“Meh, I don't know. Can you turn back time?” Spike asked. “Cause I'd sure like a do-over on that anthem. “

“We can't turn back time…” Cadance answered as she tended to him. “But, would you do me the great honor of lighting fireworks in my place at the closing ceremonies tonight?”

“Come on, Spike. You saved the Crystal Empire twice! I think you can light some fireworks.” Applejack encouraged with a smile as the princess’s nod in agreement.

“Mm, I guess I have to at least give it a shot.” Spike agreed.

The Mane 5 cheers for Spike with his decision while the Princesses smile at his response.

At that moment, a pair of clapping was heard yet sounding sarcastically in the distance approaching them. Emerging from the shadows as the sound gets louder is Midnight in her Nightmare Moon-like form with an evil smirk.

“Bravo O Great and Honorable Spike the Brave and Glorious.” Midnight commented with her praise to the young heroic dragon. “That was a very impressive rescue you did just as I planned that you would come through in the end.” She added as her voice echoed through the stadium getting every pony’s attention hearing this as they all stop applauding leaving the stadium deathly silent as a result.

Seeing Midnight causes Applejack, Rarity, and Rainbow Dash to get into fighting stances as they prepare to fight her while the Princesses look a little worried of what she is doing here as if they didn’t think Twilight would have the heart not to crash the games while Fluttershy and Pinkie Pie both cower in fear of her presence.

“Wait you planned on this.” Spike asked in surprise hearing this while alarmed with her sudden appearance. “Then that’s means…” Spike added as he gasped in realization. “No wonder I can’t breathe fire with my mind. You secretly lit it while everypony was distracted and you set me up to embarrass myself at the singing of the anthem.”

“That would make sense.” Princess Luna commented with this development in light in calm realization. “That explains the increased security we’ve had to implement to every horned pony watching.”

“Yes I did.” Midnight answered not even trying to deny the truth while casting a glance at Applejack who continues to glare down at her. “Except for your singing of the anthem which I for one found very funny seeing you embarrass yourself like that because nopony encouraged you to do that. That was on your own accord.” Midnight took the time to point that she only encouraged him to do something special even though she angled his emotions into wanting to sing the anthem only set himself up for embarrassment with that surprise.

“But you still planned all of this.” Spike accusingly pointed a finger out in her direction.

“Hey, at least I’m being honest.” Midnight shrugged off his rightful accusations while echoing one of Applejack’s previous comments whenever she is brutally honest with others while Applejack frowns at hearing those words.

“Twilight, what are you doing here.” Princess Celestia bravely demanded what she wants from them despite her fear of her former student earning confused murmurs from the crowd hearing this.

“I’m here for what I want.” Midnight simply replied as she emerged out into the open field as she turned to face them with the crowd reacting in fear of her presence. Shining Armor gets into a fighting stance ready to attack her as the guards all getting into fighting positions ready to protect the innocent crowd and ready to fight her off as well.

“For complete control of Equestria.” Midnight continued to speak of her demands. “I gave you princesses the chance to earlier but you refused to give in and I've been patient with all of you and fairly warned you all that it was only a matter of time before I make good on my promise that you will surrender to me the next time we meet.”

“And as we said before we’ll never surrender to you.” Princess Celestia still defiantly told her that they are not backing off.

“I figured you’d say that.” Midnight calmly responded. “And you might want to reconsider that is if you want everypony here to make out of here alive.” She added as she used her magic to summon the Crystal Heart causing everypony to gasp in horror of what Midnight’s ultimatum is.

“The Crystal Heart!” Princess Cadance exclaimed in horror.

“Don’t worry Cadance.” Midnight politely addressed her with a dark smile. “I won’t. As long as you all cooperate with my demands then everypony will walk out of this situation unharmed.” She added as she levitated her magic around the Crystal Heart preparing to carry out her threat. “So what will it be, surrender Equestria to me, or lose the Crystal Empire to a never-ending winter storm.” She made her ultimatum as she expects them to surrender as they have no choice if they truly care for other’s well-being like her.

“Please don’t do this, you have got to fight this darkness that is consuming you.” Princess Cadance pleaded with the pony she used to foalsit for not to do it with tears forming around her eyes at what she has become. “I don’t want to fight you.”

“Either way it is something nopony here ever wants to do.” Midnight replied unfazed at the sight of her crying as she turns to Princess Celestia and Princess Luna excepting their submission. “Do you?” Midnight directed her question at Celestia moreso than Luna.

“You wouldn't dare do that, Twilight!” Celestia coldly and defiantly responded speaking for both her and Luna although her sister secretly wishes she didn’t say that given from her experience as Nightmare Moon as she just cemented everyone’s fate with those words.

“All right. You asked for it.” Midnight calmly replied with a shrug as she sported an evilly malicious smile and with a burst of magic simply shatters the Crystal Heart to everypony’s horror.

"Oh. no!" Spike exclaimed in horror as Princess Celestia snapped and charged at the tall alicorn completely enraged.

“TWILIGHT!” She yelled as she tackled the dark-furred alicorn causing the two to tumble around the field with Celestia trying to land punches on Midnight which she dodges until Midnight kicked her off causing the sun princess to be sent flying into the nearby wall just below the bleachers causing her groan when she hit the wall leaving many ponies to gasp in shock again after seeing Celestia get furious like that and take a hit like that.

“Cut off the disabling spell and get these ponies to safety!” Shining Armor ordered the security guards to which they immediately obeyed his command so before Shining Armor takes his charge at Midnight who simply slaps him away with her tail before flying in to deliver a punch to the face knocking the helmet off of his head in the process as he is sent flying a few feet back before getting back on his hooves with a bruised nose.

“Come on!” Princess Luna urgently flew over to a distressed Cadance in tears. “We need to hold off that storm for as long as we can!”

Immediately the two alicorns quickly fly up out of the stadium to face the already darken clouds as it begins to snow heavily trying to use their magic to delay the bad weather for as long as they can while the others fight Midnight.

Back down at the stadium as many ponies try to evacuate the stadium and out of the Crystal Empire as Midnight turns her attention back to Shining Armor and Princess Celestia who both glare down at her as they prepare to fight her while the Mane 5 and Spike watch from a safe distance ready to back them up when they need it.

“Stand down Twilight.” Princess Celestia boldly told her as she flew up and readied her horn to attack her with her magic now that every horned pony has access to their magic.

“Not happening.” Midnight replied with fierce determination as she readies her horn too. “The Crystal Heart is shattered, everypony’s lives are in danger, and I have become more powerful and I am ready to fulfill my destiny.” She added as she effortlessly countered a powerful magic blast from Celestia with a magic shield. “Surrender to me, there is no other choice.”

“Never.” Celestia defiantly retorted as she shoots multiple blasts with her which Midnight effortlessly dodges before sending a magic blast right a her stomach which knocked her back against the wall stunning for her a minute. There Midnight comes face to face with Shining Armor who glares at her ready to charge at her.

"Shining Armor." Midnight told him in a warning tone as she faces her brother with narrowed eyes. "If I were you I won't try to fight me like you did in the past."

"I didn't want things to come to this. But you have left me no choice for what you did to my wife." Shining Armor furiously responded. "You broke her heart. You also doomed the entire empire by shattering the Crystal Heart."

"Well maybe if Celestia had just surrendered when I gave her the chance to I wouldn't have done it but she left me no choice when she chose not surrender." Midnight coldly retorted to the stallion with no remorse for what she had just done. "So really it's kind of a moot point by now."

"You had the choice not to do this but you did it anyway." Shining Armor rightfully fired back. "And now you are going to pay for what you have just done." He added as he furiously trotted forwards towards his villainous sister ready to attack her with his horn.

"Well guess what. Too bad because I'm not sorry and never had been ever since the day you walked out on me." Midnight coldly responded as she too charged at her brother. And when both siblings faced each other with their horns pointing at each other, Shining Armor quickly fires an attack on Midnight who immediately dodges with teleportation and then teleports in front of Shining Armor with her hoof punching her brother right in her face again.

Shining Armor was able to get back up and continue fighting but was left with a left black eye from her attack and so was Celestia able to recover from the attack had also received from her former student. Shining Armor attempts to charge at her sister again as she back flips to avoid his attempted attack before retaliating with magic blasts from her horn at both Celestia and Shining Armor which blinds both Celestia and Shining Armor in the eyes briefly then they find themselves knocked a distance towards opposite sides of the stadium as they have been both kicked in the face by Midnight who quickly attacks them when they were both stunned by her magic's glare.

Shining Armor quickly gets up on his hooves again and fires a blast of magic directing at Midnight who catches it and then redirects his magic back at him who narrowly dodges it. While Celestia tries to fly in to tackle Midnight again only to be stopped just inches away before she could make contact with her and then finds herself thrown across the stadium crashing into the bleachers again. The three continue to fire magic from their horns for a good several minutes with Midnight being the only pony landing blows to her opponents as they slowly tire themselves down as the incoming snow storm gets worse as Cadance and Luna are unable to hold it off forever despite their best efforts with Midnight balancing and alternating her fight out between flying and running around while dealing with both the alicorn princess and the captain of the royal guard at the same time.

Many ponies who try to evacuate with the royal guards and security guards who are trying to ensure their safety find themselves struggling to get to the train station as the winter blizzard blazes on with heavy snows and winds as many ponies did not bring their winter gear as they all shiver and struggle to press forward through the cold.

Sensing that Shining Armor and Celestia have both run out of energy Midnight conjures another magic blast that she easily hits both ponies with leaving them both falling down onto the ground exhausted unable to continue fighting as Princess Celestia can only barely move a muscle after taking in that last heavy blow.

Seeing that both the princess and the captain of the royal guard have both been defeated the security ponies try to move in to attack Midnight only to be effortlessly defeated when Midnight simply uses her magic to send them all flying into the bleachers rendering them unconsciousness.

From the stadium entrance, Applejack narrows her eyes in determination as she turns to the others.

"Come on y'all. We gotta stop her!" Applejack ordered the Mane 5 to attack Midnight while Spike still watches on in shock at what has happened unwilling to fight Midnight seeing her go toe-to-toe with Princess Celestia and Shining Armor and take them down no problem seeing that attempting to fight her is a lost cause to him especially when it's his former friend who raised him from day one as any caring mother would do.

Applejack leads the charge with her lasso as she attempts to bring Midnight down with it. She successfully lassos her horn to try to bring her down but Midnight proves to be far stronger than Applejack as she simply lifts Applejack up in the air twirls her around while repeatedly slamming her into the ground for a solid good minute before sending her flying into the bleachers causing her to crash into the stands taking a very heavy hit in the process.

Rainbow Dash quickly flies to attack Midnight immediately after Applejack is taken out of the fight just nearly landing a hit on Midnight who just barely dodges leaving the two to glare down at each other as they both charge at each other at lightning speed with Midnight quick to literally beat Rainbow Dash to punch as she does so sending Rainbow flying across the stadium and crashing into the bleachers as well.

Rarity and Pinkie Pie both try to make a move with Rarity taking a leap at Midnight with Pinkie Pie trying to use her party cannon to blast Midnight with hard confetti to which Midnight quickly dodges. Thinking quick Rarity gets inside of the cannon so Pinkie to give her a good shot at Midnight. With another blast from the party cannon Rarity is sent flying towards Midnight ready to attack her with her magic. Midnight quickly counters by using her magic to turn the snow into hail and sends it right at Rarity's face causing her to lose control of her magic and accidentally hit Applejack who has just made it back onto the field is left staggered from the attack.

"Sorry, darling!" Rarity called out to Applejack before getting further assaulted by hail from Midnight's attack before being forced back to the ground from the relentless barrage of hail. Having enough of it, Rarity teleports away from facing Midnight to right above Midnight with a magic blast to the face sending her back a few feet.

“How’s that for some pony with petty concerns about fashion?”‘ Rarity asked Midnight who is just shaking off her attack.

“Pretty good.” Midnight calmly responded with a look of respect for her. “But not enough to get to back off.”’ She added as she turned to Pinkie. “ Hey, Pinky, party points right over here.”’ She taunted the party pony to take a shot at her who immediately does only to accidentally hit Rarity instead as Midnight easily dodges the attack who follows up the accidental attack with a blast of magic right at Rarity's head. Midnight with a smirk sarcastically claps her hooves to applaud Pinkie for her attack as she managed to stun Rarity and accidentally take her out of the fight with some bruises and confetti in her mane.

"How's that for some pony who doesn't care much about fashion?" Midnight asked Rarity just to throw her question right back at her as she effortlessly dodges Pinkie's multiple attempts to blast her with her confetti cannon until she literally runs out of confetti.

"It looks like the party is over." Midnight casually commented as she sends a blast of magic at her party cannon causing it to blow up sending Pinkie tumbling down the bleachers until she reached the bottom lying unable to get back up and can only look on in tears and defeat as parts of her party cannon came tumbling down right in front of her.

Midnight smirks at seeing the sadden party pony mourning over the loss over her party cannon as she casually tosses one of the cannon pieces right in front of Pinkie before facing the only pony left in the fight Fluttershy who struggles and hesitates as she is unwilling to fight her former friend as she looks on unable to work up the courage to face off against her and try to make a move on her as Midnight attacked the others as she backed away as Midnight landed on the ground and approached her.

"Come on, Fluttershy." Midnight encouraged and goaded the shy and terrified Pegasus to try to attack her. "You're all that's left in the fight."

"Pl-pl-pl-please d-d-don't kill me." Fluttershy stammered as she begged for mercy.

"Oh, don't worry, Fluttershy." Midnight falsely assured her as she backed her into a corner as she evilly smiled at her with malicious intentions. "As long as your sun princess comes to terms with her loss I will have no reason to hurt you." She added as she used her magic to grab her by the wings as Fluttershy feels her heart racing as she has no idea whatever Midnight is going to do her.

Once Midnight has her in her in her grasp she uses her magic to produce a vision of her as Flutterbat terrorizing her friends from when she attempted to have her nearly kill her own friends.

"NO, NO, NO!" Fluttershy screamed as tears fell from her eyes seeing the painful memory resurfacing again. "Please no more!" She cried out as she shielded her eyes from the flashback. "Make it stop!"

"Aw come on, Fluttershy." Midnight told Fluttershy as she forced her to see as she replayed her darkest memories. "It was all in the past, there's no reason to panic. Although I got to say compared to the other times you've shown assertiveness you really disappoint me because I was hoping you at least put in effort in your attempt to face me just like you did when you became Flutterbat."

Applejack and Rainbow Dash recovering from their attacks see Midnight psychologically terrorizing Fluttershy against her will as she cries in pain.

With a knowing look at each other, they both approach Midnight from opposite sides of the bleachers trying to get to her with Midnight noticing. The two both reach a small distance from her as they ready themselves to attempt a sneak attack on Midnight. Yet unbeknownst to them Midnight senses their presence from behind as she was able to hear Applejack's hoofsteps and Rainbow Dash's flapping wings as they approach her.

Acting quick both Applejack and Rainbow Dash both charge at her in an attempt to double-team her as Midnight calmly turn around and effortlessly dodges both of their attacks as she maneuvers in flight around Applejack's attempted charge at her Rainbow Dash's charging flight towards her as she maneuvers in front of them just as they accidentally crash into each other head on leaving them both dazed from the impact.

"Nice attempt of a sneak attack. I'll give both A's for effort" Midnight complimented the two ponies for attempting to try to catch her off-guard. "But not quite enough to catch me off-guard and take me down there." She tauntingly added as both ponies still feel their eyes rolling around still dazed from the hard impact from when they accidentally crashed into each other to which Midnight would then take the opportunity to immediately tie them with Applejack's lasso with magic laced into it to ensure that they can't untie themselves and attempt to try attack her to ensure that they are both neutralized from the fight for good this time.

"I will however give you both F's for your failures to live up to your promises of being good friends who will also have each others backs when they need them and for treating one's concerns to the dust even with the fate of Equestria at stake." She further admonished both ponies for their failures to point of how their actions lead to the snowball rolling as she uses the snow that has stuck to the ground to roll them, Rarity, and Pinkie Pie up in the snowball she had created using her magic before sending it straight down the center of the field to knock down all of the defeated guards with a single strike.

Seeing that she has finally won this fight as she looks around the stadium as snow heavily falls on the ground to see all of the Mane Five, Shining Armor, the security and the royal guards and Princess Celestia all beaten down and lying on the ground in defeat before she flies over to Princess Celestia with a completely paralyzed and terrified Fluttershy in tow with her magic as a couple inches of snow has ravaged down onto the ground.

"Well, Celestia." Midnight asked the sun monarch again as she presents Fluttershy in her magical grasp completely and psychologically terrified for her life as she still sees visions of her actions of Flutterbat playing through her mind while looking down at her. "You still think this was all worth fighting about?" She questioned Celestia as she placed a hoof on her chin to force her to look at her. "You were offered the opportunity to stand down peacefully when I asked of it and yet you chose to fight fire with fire by attempting to engage in a fight where you had no chance of winning whatsoever." She lectured her as she raised her other hoof to her surroundings of the other ponies that tried to fight her yet wind up bruised and defeated lying on the ground. "And look where it's got you therefore proving to everypony that you have once again proven you are longer fit to lead Equestria from threats that endanger the very lives of everypony around here even when you have been given a second chance to redeem yourself for your past mistakes."

Celestia could only feel the urge to tear up as she see's the devastation around her and what has become of her former student as she is still shaken from the beat-down she received as Midnight continues to speak to her ready to ask her again if she has finally come to accept what has happened and know when to finally admit that she has lost.

"So...Shall I continue tormenting her with her darkest memories and let this never-ending snow storm blaze through or do I need keep making example's of other ponies to prove I'm not bluffing." She further threatened as the winter storm further rages on. Seeing that Midnight has proven her point by making good on her threat and she really has no choice seeing that lowers her head as she closes her eyes and bows to her as a single tear falls from her eye.

“Stop, please.” Princess Celestia pleaded now at her mercy. “We surrender, Equestria is yours.” Celestia lowered her head in defeat now that she has truly lost this battle and Twilight herself to darkness.

“Good.” Midnight commented with a satisfied smile as she looks at her in the eye as she lets go of Fluttershy and places her back down on the ground as Fluttershy continues crying. “I knew you come to your senses in the end though I do have to admit it took a little longer than I thought as you did put up a very valiant effort. Too bad it wasn’t enough.” Celestia could only lower her head in shame and defeat seeing that darkness has consumed her and has won the day.

Using her magic, Midnight was quickly and easily able to repair the Crystal Heart and just like that the heavy winter-storm ends as all of the clouds disperse and clear up just as Princess Cadance and Princess Luna were both at the end of their rope after having done their best to fight off the storm and are relieved when the winter storm has stopped as they make their way back to the stadium to find the sun princess, the captain of the guard, the security guards and royal guards, and the Mane Five all defeated and exhausted with Midnight holding the now repaired Crystal Heart.

Everypony who has already made it outside of the stadium is relieved and smiling when they see the snow storm has finally stopped as all of the snow immediately melted as the skies cleared up. While they can tell that the Crystal Heart has been repaired what they didn't realize at the time until they all returned to stadium and saw the defeated warriors who tried to fight and take down Midnight but failed.

Once everypony witnessed their surrounding they could all tell and now know what this means as Princess Luna and Princess Cadance flew down and bowed down to her. Princess Celestia has surrendered and officially handed over full control of Equestria to her. The battle was over, Midnight had won as everypony follows suit and bows down to her in respect and fear. Darkness has triumphed as her body glows as she evilly grins again satisfied that she has finally succeeded in taking over Equestria and achieved her revenge against her former loved ones.

Author's Notes:

Well here is the moment this whole story has been leading up as we see Midnight has finally took over all of Equestria at her most evil in the story's darkest chapter yet. From just one climax scene and a sadistic choice, Midnight completely brings the story to it's Darkest Hour. As Midnight's ultimatum was to bring on a never-ending winter storm to the Crystal Empire in order to force the Princesses to surrender to her in another Xanotos Gambit fashion.

If you had been reading closely throughout the story you'll find that Midnight already had that plan created from her rescue of the empire from the Crystal Empire arc and has spent all of Seasons 3 and 4 bidding her time for the perfect moment to carry our her endgame plan in order to become more powerful and capable of holding her own against the heroes as she knew better than to immediately challenge an Alicorn Princess unless she was capable of backing herself up in a fight and which is why she was perfectly on board in ensuring the Crystal Empire hosts the next Equestrian Games so everypony present can witness her takeover in full glory.

The dark magic in the Crystal Heart she had implanted inside was something she could use to repair the heart no problem in case she needed to repair after shattering in preparation for somepony attempting to call her bluff.

Even though what she did was definitely dark and evil, she manages to stand out as a successful villain who was able to take over Equestria by relying mostly on her intellect which is something that most villains in the canon series have never thought to do before.

Admittedly, this chapter especially the climatic fight scene in the end was definitely difficult and time consuming trying to get how Midnight would go up against Celestia, Shining Armor, and the Mane Five and seeing how their combat abilities go up against a Nightmare Moon like enemy but I hope you find my hard efforts to make this intense and exciting all worth reading.

What is very ironic about all of this is that the wedding rehearsal where Twilight rightfully calls out the fake Cadance for being evil and up to no good yet is horribly rebuked for doing so. Come this chapter we have Twilight who is evil is actually hurting the real Cadance while rebuking her former loved ones in return this time around to show how far she has gone since then and how far she is willing to go in order to further her ambitions.

For those who think this is the end, we're not quite at the end as I still have the Season 4 2-parter finale left to cover along with an epilogue chapter which I will plan to release all together like I did when I first published the very beginning of this story which I will let you all know a day in advance when it will be ready as like this chapter I plan to close this story out living up to the bar the other multiple part specials in this story has set.

So hope you all enjoy this chapter, and feel free to make any suggestions as this story is about to come to a close.

Chapter 26: The Kingdom Part One

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Chapter 26:

The Kingdom Part One

Shortly after the funeral, Midnight wearing her Mare-Do-Well cloak travels through the harsh blizzard into the very center where the Crystal Empire was hidden. Once she gets to the exact and precise spot she is looking for she focuses her horn which glows its original bright purple aura before changing it into a mixture of purple, green, and black as she about ready to use dark magic with her horn. She uses it to blast dark magic into the ground as the snow blizzard raged on.

After a good minute of focusing her dark magic on her targeted spot she then calmly walks away as she heads back to Equestria while clearly telling that from behind her back as she briefly looks back that King Sombra’s spirit has reawakened and resurrected ready to attempt to take over the Crystal Empire before looking forward with a satisfied smile.

Back in the present day, Midnight is walking through the Canterlot Castle with the same smile as she carries some of her belongings to her room.

In the following days since her successful attack at the Equestrian Games, Midnight has been assuming her new role as leader of Equestria. During this, Midnight has been keeping busy. She has had most of her stuff transferred from the Golden Oaks Library to her room in the Canterlot Castle where she used to reside there even when she revealed her true colors at the wedding to her closest enemies including the keys to the Elements of Harmony which she keeps her safe hidden behind a portrait above her bed.

Spike was helping move her belongings to her new room with both doing a fair share of the lifting as Midnight is not the pony like Rarity to dump all of the heavy lifting onto him like that after all he did worth himself worthy to her.

“Okay, that’s the last of it.” Spike said as he wiped the sweat off of his forehead as he puts away the last of Midnight’s belongings.

“Great work Spike!” Midnight sincerely complimented.

“Well it’s the least I can do for the pony who raised me even though she resorted to threatening the Crystal Empire to force the princesses to surrender all of Equestria to her.” Spike commented as he thought nothing of it other than trying to stay on her good graces and couldn’t help but comment on her ruthlessness.

“Well at least you’re not in jail since you are still the Crystal Empire’s savior from all of that very cold sharp ice from the ceiling.” Midnight added to hint that he should be grateful that she didn’t throw him in jail along with the Mane 5 and her brother.

“True, but I got to ask since now you have control of Equestria what do you want from me?” Spike somewhat nervously questioned her of what she plans to do to him.

“Nothing.” Midnight comfortingly reassured Spike. “Other than you becoming my royal advisor.”

“Huh?” Spike asked confused.

“Because I’ve seen you in action even from the shadows and you proved yourself worthy for the job.” Midnight explained. “All of those struggles you have faced were all tests to prove to see what you are capable of doing including at the games.”

“Really?” Spike asked still confused.

“Yes.” Midnight answered as she comfortably places a hoof on him. “You have proven you are ready to fulfill your new destiny.”

“Uh, yeah.” Spike nervously agreed while uncomfortable with Midnight’s gesture at the same time. “Look, Twilight. Don’t take this the wrong way but don’t you think this has gone far enough.” Spike kindly tried to reason with her. “I not saying I’m not grateful of what you are offering me but I’m just saying I think your brother, Princess Celestia, and the girls have suffered enough and you’d already made you point when you crashed the wedding.”

“No, I don’t.” Midnight coldly responded causing Spike to flinch at her response as she removes her hoof from him and turns away causing Spike to look guilty. “For they don’t understand how much pain they caused me since they walked out on me. And here I’m giving you an opportunity to let bygones be bygones since I saw that you only left out of fear of being ostracized as well and that you deserve to be rewarded for your valor and you are declining it.” Midnight added sounding a little upset at Spike to guilt sling him. “Fine, I understand, maybe some time with the others will help you come to your senses too.” She further spoke as she glanced a bitter look at Spike.

“No, no, Twilight!” Spike pleaded sounding guilty for upsetting her. “Please, you don’t need to do that. I’d be very honored to accept your offer to serve by your side as you are like the mother I never had before.”

“Well that’s nice to hear.” Midnight responded not sounding convinced by the 360 turnaround gesture.

“I’m sorry.” Spike sincerely apologized to her. “From this day forward I won’t disappoint you again.” He vowed as he bowed to accept her offer to which Midnight relented once she saw that the young dragon truly is sincere with his apology.

“Great to hear!” Midnight spoke with a smile as she handed up a checklist and a badge. “Here is your badge and your list of tasks to complete for the day while I and the other princesses deal with the meeting with the Duke and Duchess who is coming all the way from Maretonia for an important visit. You know what to do from here?”

“You got it Twilight.” Spike reluctantly accepted the items Midnight gave to her as he walked off to carry out his new responsibilities.

After Midnight leaves he can't help but think back to the moment Twilight blew up on her former friends, brother, and former mentor as he thinks back to witnessing when the Mane Six have been brought back to Queen Chrysalis by her changeling army with he and Cadance now restrained by her goo, with Celestia cocooned, and Shining Armor still under Chrysalis's hypnosis.

""You won't get away with this!" Cadance defiantly told Chrysalis. "Twilight and her friends will stop you and-" However, she was cut short by the sound of the doors opening, revealing the Mane Six being escorted by a group of Changeling Soldiers after being overwhelmed by their sheer number of changelings that fought them.

"You were saying?" Chrysalis asked with an evil smile.

"You do realize the reception's been cancelled, don't you?" Chrysalis asked as the other changelings laughed before she turned to them to give them orders. "Go! Feed!"

With that command said, the changelings would all head to feed on the love from everypony outside of the castle leaving Chrysalis alone with the captives as she approached Twilight.

"It's funny, really." Chrysalis spoke as she lifted Twilight's chin. "Twilight here was suspicious of my behavior all along. Too bad the rest of you were too caught up in your wedding planning to realize those suspicions were correct! !" As the queen removed her hoof from the unicorn, Twilight lowered her head acknowledging how true it was.

"Sorry, Twi." Applejack said as she approached her. "We should've listened to you." Twlight instead of telling them it's not their fault only turned her head slightly as she speaks.

"No question about that." She bluntly spoke as she bitterly looked away from Applejack causing the girls feel worse hearing that including Spike to feel even more guilty as he watches Twilight sneak up to Cadance to free him so she and Shining Armor can perform their love spell to banish Chrysalis and her army out of Canterlot.

Back to the present day, Spike is still having the same guilty look on his face as he sets out to carry out his new responsibilities.

She has also had kept the princesses in compliance to make themselves presentable and warm welcoming to the Duke and Duchess of Maretonia as Midnight still wants to make good on her promise to ensure Equestria is still the country of prosperity like she envisioned at what everypony outside of Equestria sees as well.

Once everything was all set up at the Crystal Empire castle trumpets of fanfare are heard through the area signaling that the ceremony was about to start.

“The Duke and Duchess of Maretonia!” One of the guards announces the important pony’s arrival as they approach the castle as crystal ponies watch on from the sidelines. The duke was wearing blue and purple robes while the duchess was wearing purple and pink robes with two elderly ponies walking right behind them.

All four princesses approach with smiles and wings all spread out as they walked towards the approaching ponies as they all meet face to face Midnight using her magic unrolls a banner with Maretonia’ symbol on it from the balcony.

Once the Duke and Duchess meet face to face with the princesses they bow to them as they lead them inside so they could have their classified meeting.

After their meeting the Duke and Duchess took their leave shortly afterwards after walking out of the hallway with the four princesses behind them with Midnight smiling and waving them off.

Once the Duke and Duchess leave and close the hallway doors after them, Midnight drops her smile as she turns to the others with a serious expression.

“Now that this is all over.” Midnight started to speak. “It’s time for the proper rearrangements under new management.” She added as she levitated Celestia’s crown from her head and removed her necklace and slippers.

“But why did you let me in on this important meeting without letting them know of what happened at the games?” Celestia questioned her reason for having her join in even though she had no reason to.

“Having all four of us in the Empire to greet them lets the dignitaries know that their visit is considered an important one.” Midnight explained. “And it’s not in my interest to alarm them of the recent changes to Equestria’s leadership at this time.”

“But you know that sooner or later they are going to find out what you did and how you took over Equestria.” Celestia warned her.

“Yes, they will.” Midnight agreed with her there not even denying the inevitable will happen as she motioned the nearby royal guards ready to escort her back to Canterlot with her open hoof. “But with the right words to the truth they will see why this change is for the better.”

“Not you if you lie to them.” Celestia counter argued. “It is wrong for a princess to lie to the ponies they trust even if it is for a good reason.”

“Is it? Like what you did when you decided not to tell the truth about what happened at the wedding rehearsal or the truth of my true identity?” Midnight questioned again bringing up the fact that they kept quiet about the truth of who she really is and what happened at the rehearsal a secret from them.

Celestia at that moment could not come with another counter-argument as the guards escorted her of the hallway and onto the next train back to Canterlot where she will begin her jail time in the castle’s prison.

After watching Celestia being escorted out of the hallway, Midnight turns to both Luna and Cadance who give concerned looks for both Celestia and Twilight.

“Twilight?” Cadance started to ask.

“Yes.” Midnight kindly returned.

“Now that you have what you want, just what do you plan to do us?” Cadance worryingly asked wondering what Midnight plans to do to her and Luna. “Are you going to throw us in prison along with your brother and friends?”

Midnight simply laughed at the idea as she begins to answer her question to both alicorn’s confusion.

“Why would I even think of doing that to do you?” Midnight asked as she walked up to them with an honest smile. “You both have done nothing wrong and you both have managed to prove that you both worthy to keep your crowns and positions especially since you both helped clean up the dark magic and tried your hardest to stop the never ending winter storm.”

“So was that why you planned on us trying to stop that brutal winter storm and when dark magic was infesting all of Equestria.” Luna asked catching on to Midnight’s plan on having them play hero to ensure they look like great princesses.

“Yes.” Midnight replied. “With the first one a test to Spike’s capabilities before I make him my royal assistant, both of these recent catastrophes were also tests to see if you both could earn the right to see if you both are capable of ruling Equestria by my side.”

“What?” Luna asked a little incredulous. “Listen to yourself. We are capable princesses even without you orchestrating these potential disasters that could have hurt many ponies in our awake.”

“Yeah, Twilight!” Cadance agreed with Luna while trying to get through to her. “You could have hurt many innocent ponies with what you just did. A real princess would never endanger the lives of the ponies who look up to her even with good intentions.”

“Princess Celestia didn’t have any problems putting me on the front-lines of danger when she sent me to deal Nightmare Moon, Discord, and King Sombra.” Midnight countered responded her former mentor’s methods are no different from hers. “Not to mention leaving me at Queen Chrysalis’s mercy when she abandoned me.” She added as her tone turned bitter as she spoke the last part. “So why is that I am wrong compared to her?”

“Because she put’s everypony’s well-being before herself.” Cadance counter responded. “And if you are the pony I knew and loved, you would do the same.”

“And even with my disputes with her the ponies who used to be friends and my brother I still care for everypony who looks up to me and I wouldn’t be letting you rule my side if I didn’t.” Midnight asserted that she is doing nothing wrong and does care for all of Equestria. “Under my leadership Equestria will be a place of great prosperity. It will be a paradise of magic, learning, and research. I can’t wait to see what you’ll both accomplish. “ She further explained as she walks around and places her hooves around both princesses. “What we’ll accomplish.”

“What?!” Luna asked in disbelief. “Listen to yourself! That dark magic you’d been carrying in her heart has been in there too long. If you don’t stop now the more corrupted you will become to the point you won’t be able tell what’s really right from wrong anymore.”

"I'm sorry, Twilight." Cadance added in the same tone agreeing with Luna. "But you are not the pony I foalsat for and loved and you'd have to be crazy to think we'd ever join you after what you just did."

“I think I have just enough control over my actions to still tell the difference between right from wrong.” Midnight calmly retorted and shrugged off the night princess and love princess's concerns. “And since this is all so sudden, I’ll give you both the time to properly think about it.” As she turned to leave she then added. “Tragedy has molden us, our heart’s desires have driven us, now we stand at the doorway to greatness. And once you see the changes I have made during our rule you’ll see things differently. And besides ever since I have this dark magic in my heart I have felt much more powerful than I ever had been in years and truthfully it’s been quite liberating.” She added as her heart glowed briefly as a demonstration to them.

“No I won’t! I’m not like you!” Luna protested.

“Aren’t you?” Midnight questioned unconvinced as she changes into her Nightmare Moon form with a smirk which Luna is left at a loss for words seeing that she did something similar when she was evil.

With all that said and done, Midnight walks off ahead as Cadance and Luna watches on in concern with no way of how they can get through to her with the dark magic in her heart and the alicorn amulet having nearly corrupted her mind. They can’t also figure out why she hasn’t taken away their crowns and necklaces to even when she has no reason to allow them to keep their princess statuses. But they decided they are just going to have to play along with it not wanting to get themselves in anymore trouble.

“What are we going to do?” Cadance asked Luna with great concern once Midnight has left. “Twilight now has control over Equestria and her heart is very nearly consumed by darkness.”

“I’m afraid there is not much we can do other than complying with her orders to stay in her good graces.” Luna sadly explained to Cadance. “We should be thankful that Twilight is at least allowing us to keep our Princess statuses.”

“If only her heart wasn’t consumed by darkness and she was willing to forgive them I could have been able to perform my love spell on her.” Cadance wished she could have done more to stop Twilight. “But that would have meant forcing it against her free will.”

“If only tough love is an option.” Luna added on as made their way onto the balcony. “Then Twilight would now see the errors of her ways instead of driving to pursue this ambitious drive for power and control.”

“Yeah, I just wish there would be something that would allow us to help her find the light in the dark from within her which would allow her to see how sorry they all are.” Cadance hopefully wished for Twilight’s redemption and not having to see her own sister-in-law getting sent to the moon. “So that your fate doesn’t become hers.” She added as a single tear fell from her eye. “I really don’t want lose her for 1000 years.”

“Me too dear.” Luna comfortingly placed a hoof around Cadance as she too looks up the moon wishing the same thing. “Me too.”

“In a world of peace and harmony

One would never have known

One small mistake would lead to so much tragedy and heartbreak.”

Cadance sang as she looks up at the moon.

“She now has control of our land

As darkness grows over the fading light

I may not know how to get through to her

I may not have gone through what she has

But somewhere in her heart

I know

Love will find a way.”

She sang as remembrances all of the times back to when she used to foalsit for Twilight from greeting her at her room in Canterlot with a hug, to bandaging a cut she got from a scooter accident and wiping away the tears that were forming around her eyes, pushing her on the sea-saw, and doing their signature secret hoof-shake.

“Someway and somehow she’ll see

If she truly does care for everypony

Like dark turning into day

Somehow we'll come through

And find the light in the dark as

Love will find a way.”

She sang as another single tear formed around her eye as it falls onto the ground forming the shape of a heart as it landed as Princess Luna looks up at the sky as well as she sings.

“Back when I was Nightmare Moon

I was so consumed by bitterness and resentment.”

She sang as she remembrances the time when she first fought Princess Celestia as Nightmare Moon, to the time was on the moon as Nightmare Moon frantically searching for a way off of the moon, to facing off against Twilight Sparkle at the Castle of the Two Sisters, then being defeated by the Elements of Harmony Twilight and the girls used against her while Twilight's eyes glowed pure white at that moment.

"Now I realize

How much my anger had blinded me from seeing what’s right

How much my anger had blinded me from seeing the light in the dark

Until I faced a shimmer of light

Shining in her eyes.”

Luna sang as she placed a comforting hoof on Cadance.

“And if only she could see it too

The happiness she’s kept buried inside of her long enough

She'd know.”

Both Cadance and Luna sang as they faced each other.

“Love will find a way

To find the light in the dark

For the sun to emerge

From the very dark skies.”

Like dark turning into day.”

Cadance and Luna sang as looked up at the moon from the balcony.

“Somehow we'll come through

To help her find the light in the dark as

Love will find a way

We know love will find a way.”

Cadance and Luna finished singing as the two face each other.

“I don’t know how but someway love will find a way to help Twilight let go of her hatred towards the very ponies who hurt her.” Luna reassured Cadance that things will work out in the end to which Cadance briefly smiled as her worries over her corrupted sister-in-law still remains as things are looking very bleak right now as Cadance thinks back to when Twilight first discovered her underground as she glares at her with angry eyes and a flaring horn thinking she is the Cadance she is hunting down.

“No! Wait”! Cadance screamed for Twilight not to kill her only for her pleading cries to flat as she tackles her.

“Please don’t hurt me.” Cadance pleaded as Twilight looks down at her still glaring at her with killer daggers in her eyes. “Twilight it’s me. You have to believe me. The Cadance that brought you down here is an imposter.”

“Likely story!” Twilight responded not buying every word that came out of her mouth until Cadance did something very familiar.

“Sunshine Sunshine lady bugs awake...” Cadance spoke as she did her and Twilight’s signature hoofshake and clapped Twilght’s hoof much to her surprise. “Clap your hooves...”

“...And do I little shake” Both Twilight and Cadance said in unison.

Seeing that this is the real Cadance as she grins, Twilight gives a wide happy smile as she hugs her.

“You remember me!” Twilight happily exclaimed.

“Of course I do.” Cadance reassured her as she embraced her. “How could I forget the filly I love to sit for the most?”

Their bonding moment however was cut short by Queen Chrysalis’s cackling from outside of the caverns causing the two to try to find a way out of the caves in order to stop her.

As the two try to find their way out they have some time to speak to each other as they try to find an exit.

"Sorry, about what just happened." Twilight apologized to her as they ran through the caves together. "Until now I thought I was dealing with a pony who has really has turned evil."

"It's all right, Twilight." Cadance reassured her it's nothing to worry about for now. "At least you didn't kill me."

"Yeah." Twilight said in agreement. "I'd really hate to be responsible for a death of a pony everyone cares about. Although, it's not like I would have been allowed back into the wedding either way."

"What do you mean?" Cadance asked out of surprised curiosity. "Why would you say you'd be kicked out of the wedding either way?"

"Because whoever is pretending to be you made it look like she was innocent even though I was the only pony who saw through her act and saw something was wrong when I tried to expose her at the wedding rehearsal after multiple acts of suspicious behavior throughout the preparations..." Twilight started to calmly explained. "...Just after running her out of the room, Shining Armor scolded me and said it was all wedding stress and banned from the wedding all together with my friends and even Princess Celestia all walked out on me like I was in the wrong which for a moment I thought I was until she trapped me underground." Twilight concluded her explanation as tears started forming around her eyes as the emotional wound she had just gotten was still raw as Cadance opens her jaw in shock and disbelief hearing this.

"He did what?" Cadance asked in a mixture of shock and anger. "And they just left you alone like that?"

"Yes." Twilight spoke as she let loose a few tears. "All I was trying to do was protect him and instead I just got the boot from his life as thanks for it."

"Oh, Twilight I'm so sorry." Cadance sympathetically told her as they approached what seemed to be the exit from the caves and placed a hoof on her shoulder.

"We'll deal with that later." Twilight responded after regaining her composure and shook off the tears in her eyes. "We gotta stop that imposter before she take over Equestria."

Twilight immediately focusing on what's important trots ahead to find another way out as Cadance quickly follows her from behind while looking very worried for her and wondering if what they said and did really took a toll on her.

As the flashback scene ends Cadance looks on with the same worried look as she looks at the moon hoping things don't come down to having to banish her there for a 1000 years.

Later that night while sorting out and readjusting her room in the Crystal Empire Castle she sees her crystal orb shining in alarm. Turning her attention to it she sees a unicorn levitating a basket of oranges as he walks down a dark alley in Canterlot who is nervously shaken at hearing strange noise from rolling tin cans before meeting face to face with a hooded mysterious figure breathing in front of him catching him by surprise.

“Very sorry.“ The pony chuckled nervously. “You came out of nowhere.”

“Is he friend or is he foe? The pony wonders.” This hooded figure speaks as the pony looks on confused as he speaks. “I can assure you... I am no friend.” He added as he popped his head up from his hood. “I am Lord Tirek, and I will take what should have been mine long ago.” The creature revealed himself as he sucks him the unicorn’s magic with his mouth as he breathes in it leaving the unicorn drained of his magic with dull eyes and his cutie mark vanishing as he evilly chuckles as he gains a stronger form with glowing yellow eyes.

At that moment Princess Luna knock on her door and bursts into the room as she has something urgent to tell her.

“What is it Luna?” Midnight asked her noting the panic on her face.

“I just had a vision.” Luna urgently explained. “A vision of Lord Tirek! It would seem he has escaped from Tartarus.”

“Lord Tirek?!” Midnight asked in alarm hearing his name. “Find and call Princess Cadance to the throne room for an emergency meeting!” Midnight immediately ordered.

Princess Luna set off to do so as Midnight goes on straight forward to the throne room to get everything set up. Once all three alicorn princesses were all gathered together Midnight began by asking Luna the question of who is Lord Tirek who responds by pulling out a book.

“Tirek and his brother Scorpan came here from a distant land, intent on stealing Equestrian magic. But Scorpan soon came to appreciate the ways of Equestria, even befriending a young unicorn wizard.” Princess Luna narrated from the book as she showed an image of Tirek and Scorpan arriving in Equestria with evil intentions and a couple more images of Scorpan befriending the ponies in Equestria including a pony Star-Swirl the Bearded. “Scorpan urged his brother to abandon their plans.” Luna narrated as she showed an image Scorpan trying to reason with Tirek to no avail. “When Tirek refused, Scorpan alerted me and my sister to Tirek's intentions.” She further narrated as an image of Scorpan talking to the two sisters. “Scorpan returned to his own land, and Tirek was sent to Tartarus for his crimes. But it appears he has found a way to escape.” Luna finished narrating as she show images of Scorpan leaving Equestria while Tirek is now in chains and imprisoned in Tartarus. “I believe it happened when Cerberus left his post at the gates.”

“But that was a long time ago. Why is he just now starting to steal magic?” Midnight inquired of how and why this is happening now.

“His time in Tartarus left him very weak. He has just now gained enough strength to use his dark powers.” Princess Luna explained “But with each passing moment, he grows stronger still.”

“Not if I can help with that!” Midnight said with fierce determination.

“Just the princess who can stop him.” Princess Cadance encouraged.

“Yes.” Midnight agreed with Cadance with a thankful smile. “I'll find him and make sure he stays in Tartarus for good.” She added as she rushed out of the room making her way to Canterlot using her orb to track Tirek down.

Along the way she came across Discord who was flying on an umbrella wearing a scarf and carrying a suitcase.

“Discord.” Midnight called out as she flew by.

“Ah, Princess Midnight, there’s Equestria’s newest top princess.” Discord acknowledged with a bow as they both flew down to the ground for a moment to talk. “Congratulations, on your successful takeover. Even though I find threatening a never-ending storm a little excessive but efficient.” He felt the need to add his thoughts of her extreme methods.

“Thanks.” Midnight acknowledged before continuing. “While I don’t deny my methods are harsh, winning tends to settle any arguments.”

“True. True.” Discord agreed.

“Anyways, I have an important task that I would like your help in.” Midnight then spoke wanting to get down to business.

“Oh, getting the honor of carrying out a royal task from the princess.” Discord eagerly replied as he appeared in a military outfit.

“Yes, a task that involves helping me re-imprison a recently escaped convict from Tartarus and in exchange for your help you can have a free will and creating some chaos around your surroundings to your liking.” Midnight explained and offered her diplomatic ally. “Does that sound like a fair deal for one of my friends?”

“Count me in!” Discord eagerly accepted as he appeared now wearing a crown and big pink wings as the two fly back up in the air in Canterlot and Tirek’s direction. “You I really think they should make me an alicorn princess someday.”

“Don’t get your hopes to high up.” Midnight told him in a way that what her offer is rewarding enough.

Taking flight from the Crystal Empire the two make their way as fast as they could back to Canterlot where they eventually find Tirek further regaining his strength by sucking up more magic from various ponies he comes across.

“You know the plan?” Midnight asked Discord again to make sure he is onboard.

“Crystal clear!” Discord firmly replied as he appeared in the form of the Crystal Heart from the Crystal Empire before quickly turning into the form of a unicorn with brown fur and a tornado cutie mark pretending he is packing up a box as he walked down the alley Tirek was in as he has just finished sucking up another unicorn’s magic.

Seeing Discord’s disguise assuming he is another unicorn, Tirek approaches him as Discord calmly acts like he doesn’t know Tirek is seeking up on him. Just as Tirek was about to reach him Discord revealed his disguise to him.

“Tirek, I presume?” Discord told him with a smirk.

“Discord. You're free?” Tirek asked in surprise.

“As a bird.” Discord positively commented as he took the form of a toucan on a bird stand.

“I commend you on your escape.” Tirek complimented as he lowered his head.

“I'm afraid the feeling isn't mutual.” Discord commented as his expression turned into a more serious one as he returns to his normal form as he snaps his fingers making handcuffs appear on Tirek’s wrists to let him know he is being arrested for his crimes. Tirek tried to blast Discord’s head off which he easily dodges by literally splitting his head in half still retaining the serious expression.

“Oh, I should have known you would want to have Equestria all to yourself.” Tirek bitterly commented as Discord wears a cop uniform.

“Oh, I'm not doing this for me.” Discord quickly corrected him as he gets rids of his cop uniform as Midnight appears.

“He is doing this for me.” Midnight added on to his correction.

“Well, well. What do we have here.” Tirek amazingly commented on the sight of the tall and dark-furred alicorn.

“Someone who is taking you back where you belong.” Midnight assertively answered as she teleported the three of them back to Tartarus where Midnight has him imprisoned in a magic proof cage.

“Should have figured there would be a new princess here to stop me.” Tirek said to Midnight as he figures out she is an Alicorn princess. “And that someone with your intellect does not see this 'friendship' is but a new form of imprisonment. Clearly you've had to abandon your true nature to stay in their good graces.” Tirek commented to Discord as he innocently plays a harp with a halo over his head. Discord stops when he sees Midnight glaring at him.

“I have done nothing of the sort!” Discord responded as he tossed the harp away and sent the hallo flying away like a bird.

“And besides he is in the right graces. My graces.” Midnight added seeing through what Tirek is trying to do.

“Oh, please, I've seen this before. But he was always weak minded.” Tirek continued to bargain with Discord as he approaches him and places a hand on him while Midnight watches seeing through his attempted manipulations. “You are Discord, you are legend, you cannot fall into the same trap that claimed my brother! Help me to grow strong, and be rewarded with something far greater than friendship. Freedom.” He added as his yellow eyes glowed. “Once I've stripped these ponies of their magic, nothing would give me greater pleasure than to see their world turned upside down. Who better to do so than the master of chaos himself?” He added as he bowed to him causing Discord to have second thoughts of following Midnight. “Join me, Discord, and reclaim your greatness. Unless, of course, 'pony errand boy' is the role you've always wanted to play in this world.”

Discord having Tirek’s words planted inside of him causes him to now be stuck in deep thought as he looks at a desktop with a portrait of him and Fluttershy and the Discord mannequin lamp he made himself along with the portrait of him and Midnight with the former having a decorative sash she made for him for his services.

Midnight not allowing Tirek to try to manipulate Discord to following him steps forward in front of him while having Discord stand aside.

“I think it’s perfectly clear who he knows whose footsteps he wants to follow in.” Midnight sternly told off the tempting villain. “You’re just saying that to bait him into helping you do your dirty work while you only to betray him when you no longer need his help into conjuring up all of the magic you can get your hands on.”

Midnight turned away to leave as she walked up to Discord as she prepares to teleport themselves out of Tartarus and back to Canterlot.

“You’re not getting out.” Midnight added one final and firm say on her decision as they teleported away as Tirek smirks seeing that Discord will judging from the hesitation on his face.

“Thank you for your help, Discord.” Midnight gratefully thanked the Lord of Chaos as she presents him a royal document and a badge with a star. “You’ve earned this.”

“Well, thanks, Princess.” Discord gratefully accepted yet still sounding hesitant feeling he is meant to be free instead of serving her which Midnight took notice of.

“Look I know what you’re thinking.” Midnight politely and calmly started to voice her input on his thoughts. “But If I were you I wouldn’t listen to Tirek. He’s trying to bait in thinking that there is something worth more than friendship and order, but he is really trying to use you so he gain all of the power for himself.” She added as she flew up so she can place a hoof on his shoulder. “Trust me when I tell you that it’s not worth it because if you do this he will be betray you then he will break you and call you a sucker for falling for his manipulations.”

After saying what needed to be said she then walks off down the hallway feeling she has said enough to convince Discord not to take Tirek’s bait into an obvious trap although behind her Discord even after what she said still seems very tempted and wanted to accept Tirek’s offer despite what Midnight had just rewarded her.

Shortly afterwards, Midnight makes her way down to the castle dungeons where her former friends, former mentor, and brother are all sitting in their cells feeling very defeated and sad as they are imprisoned under Midnight’s orders following her takeover of Equestria.

She approaches Celestia who is no longer wearing her crown, necklace, and her slippers as Midnight had confiscated them from her.

“What do you want now.” Celestia asked her now pleading for mercy.

“Nothing.” Midnight reassured Celestia she has already taken what she wants from her. “I just came to personally to tell you that the mission to deal with Tirek has been accomplished.” Midnight added confidently. “As he is now back behind bars back where he belongs in Tartarus.”

“Well at least that’s one of our problems taken care.” Celestia solemnly accepted that she is now capable of protecting Equestria on her own now. “Just how could you do this to Cadance?” Celestia further asked looking sounding like she is on the brink of tears as she starts to cry.

“Yeah, I mean shattering the Crystal Heart and threatening to unleash a never –ending winter storm on the Crystal Empire.” Applejack added in disbelief of how far her former friend is willing to go for the sake of power and control.

“Admittedly, it was hard but it was the only way to get you and the other princesses to surrender Equestria to me.” Midnight calmly responded with some hints that she didn’t want to have to do it but felt it was necessary.

“Except it wasn’t.” Pinkie retorted. “Of all of the ways to take over Equestria you decide to hurt your own sister-in-law like that as opposed to just fighting and taking down the princesses and calling it a day. I mean how did you even repair it so quickly unless…” Pinkie gasped in realization. “Unless you put magic inside of it that allows you to break and repair with a burst of magic whenever you wanted. Something that you had planned from the start.”

Hearing this causing them all to gasp in shock at this realization of why Midnight’s true role in her rescue of the Crystal Empire is coming to see piece together that she orchestrated the whole crisis and had her endgame plan already set up from the beginning hence the reason why she was bidding her time when she became Celestia’s protégé to obtain the alicorn amulet, alicorn transformation, and the memory of Luna becoming Nightmare Moon in order to achieve the Nightmare Moon like appearance.

“Figure that all out on your own did you?” Midnight questioned with a stoic expression while sounding impressed with Pinkie for a moment seeing it took somepony long enough to put the pieces of the puzzle together and she of all ponies managed to piece everything together. “Impressive! Although it did take some dark magic and some calculated reactions while expecting everything to play out the way I thought it would for the plan to work. Also Pinkie, that wouldn’t have worked because I had to bide my time until I was powerful and skilled enough to be able to plus they needed a good ultimatum to have reason to back down.” Midnight added as she felt the need to correct her on why a simple solution won’t work.

“How could you do this to us Twily?” Shining Armor pleaded while tearing up. “To everypony in Equestria including us your own friends and family?”

“Yeah!” Rainbow Dash flew up to the bars angrily as she clenched them. “You’re acting like an evil tyrant and you’re no better than the bad guys who have attempted to take over Equestria before.”

Hearing those words caused something inside of Midnight to snap as she glares at her angrily.

“Oh am I?” Midnight questioned offended by that comment as she approaches them to get face to face with her leaving the blue Pegasus realizing she had just touched a very sensitive nerve in saying that remark. “Compared to them I am doing what I think is best for all of Equestria unlike Nightmare Moon who’s plan of eternal night means life being completely destroyed with the lack of sun or Discord’s plan of complete chaos threatens to ruin the very order of Equestria, or when Queen Chrysalis attempted to suck up all of the love from all of Equestria, or when King Sombra tried to enslave all of the ponies in the Crystal Empire.” She added as she angrily glares at Rainbow Dash who backs up a little nervously as she slams her hoof onto one of the bars. “If I was any worse than any of this villains I would have cared less about others well-being in all of Equestria and would have saw to it that everypony dies in the end.”

Rainbow Dash hearing this sighs realizing she does have a point seeing that deep down her dark heart she still has good intentions for all of Equestria even when she used extreme and ruthless methods to do so but she and everypony else wasn’t prepared for what Midnight had to say next.

“And you all should be thankful I haven’t considered throwing the other princesses and Spike in here along with all seven of you in here because at least they have proved their worth in trying to protect Equestria.” Midnight continued as she raised her voice a little sounding a little emotional as she speaks surprising them seeing this as her heart briefly glows for a moment. “Not to mention not sentencing you to death even after everything that had happened!”

“Now darling, please.” Rarity pleaded with her former friend to listen to her as the dark alicorn's temper continued to flare. “You don’t have to do this. We’re only trying to tell you that you are better than this. You are not like those bad guys and shouldn’t be.”

“But Rainbow Dash does.” Midnight countered by pointing a hoof at her direction unconvinced by the unicorn's attempt to ease her growing anger. “And what you all are saying is that I’m the bad guy who doesn’t care anypony’s feelings even though I do deep down.”

“That’s not true.” Shining Armor tried to reason with her again. “We don’t think that at all. We’re just saying that things didn’t need to come down this.”

However this proved futile as Midnight continues to raise her voice as her heart glows continuously as she speaks feeling even more angry hearing those words.

“Well things at the wedding didn’t have to come down to what happened at your own wedding when all I was trying to do was protect you from the biggest mistake of your life. I was only trying to protect you and this is how you repay me!” Midnight angrily yelled at her brother shocking everypony with her very emotional words as she again slammed the cell bars much harder as she releases the built-up anger inside of her as her horn flared up. “By banning me from your wedding and disowning me altogether!”

“I looked up to you as the only friend I had before moving to Ponyville, I worshiped you as my B.B.B.F.F.” She added as she struggled to keep herself from crying as her voice waivers. “Hearing you berate me like that really tore me apart to the point I too felt that I was wrong until Chrysalis revealed herself confirming that I had every right to be suspicious when she imprisoned me underground. It was only when I found the real Cadance did we escape the gemstone caverns she imprisoned me in.”

As Midnight speaks everypony looks shocked learning that this had just happened to her right after abandoning her and the fact that she was not only right but left her at Chrysalis’s mercy which could have provided her the opportunity to kill her if she chose to.

“Yes I needed proof and yes I was acting irrational when I presented my case but it was only because beforehand none of you took my thoughts into consideration when I tried to speak to all of you that I resorted to trying to expose her like that.” Midnight added as tears started forming around her eyes. “And yet you abandoned me in a time of need, treated me like I was in the wrong, and have failed to make good on your promises to be better friends and the worst part about it is you didn’t even say…I’m sorry.” She said as she turned away as she started to cry placing a hoof to her face to wipe away the tears.

“So none of you have any right to tell me that I don’t have everypony’s interests when all I did was try to be a good friend from the start.” Midnight’s voice continued to waiver as she speaks.

Hearing this left them very stunned seeing Midnight show this much emotion like she never had since the first wedding. They could tell from her tone of voice and look on her face and eyes that deep down she is still very hurt from the day they turned their backs on her at the wedding rehearsal and her dark heart is unable to let her see that her former friends really are sorry for the way they treated her as if the dark magic from her heart is unable to allow forgiveness and empathy back inside of her.

“Twily…I’m sorry.” Shining Armor tried to speak now sounding guilty for making her cry again seeing how hurt she really was deep down. “I never meant to hurt you like that.”

“Oh you didn’t?” Midnight bitterly and angrily questioned the stallion and her former friends as she turned to face them with a pained teary eyed expression on her face. “Did you spend every night thinking about how hurtful of what you all said and did to me really impacted me? Did you grow up with faith in friendship only to have it shattered just when you were getting warmed up to it? Did you live all alone in the shadows? Did you cry yourself to sleep every night over the thought of what could have been the day you lost your own life because your loved ones walk out you in a time of need?” Midnight questioned them all while showing just how much pain she in right now with tears still forming around her eyes and falling from her cheeks.

“But… But we do care about you Twi.” Applejack tried to assure her that they do care for her.

“Then why did you all walk on me when I needed you the most?” Midnight questioned the five and the now former princess as her tears still fall from her eyes as no pony could really give a good answer as Midnight takes another deep breath to recompose herself using Cadance's breathing technique.

“Well I guess you should be happy now. Because if something unfortunate were to happen to me you can say I deserved it because it seems no matter what I do to help make things better I am just the pony who always does something wrong. And since you view me as the bad guy, I might as well embrace what ponies think of me.” Midnight bitterly told the prisoners. “Now if you all will excuse me I have got a country of ponies that depend on me to run.” She added as made her way to leave. “And you can forget about seeking my forgiveness. In fact if I were all of you I would even look forward to your freedom at all.” She added as she stormed out of the room.

“Twilight I…” Celestia tried to speak.

“You have a lot to think about.” Midnight coldly cut her attempted apology off as she walked off not even looking at her as she walks out slamming the doors behind her.

“Maybe we were being too hard on her?” Celestia sadly said after seeing how much pain Twilight truly was in after all of this time as she looked out the nearby window. “I could have gained a new princess to help improve Equestria with but instead I just lost my most faithful student who I see as a daughter too to darkness.” She further lamented as briefly sang.

“She was my most faithful student and daughter

Forever deep down...

And now, she’ll never ever forgive us nor see us

Ever again.”

She sang as she hung her head as a single tear feel from her face which formed into a heart-shape as it landed on the ground.

"Even though she did took things too far I can't help but feel I really deserve this." Shining Armor expressed as he hung in his head as his sister goes on down the her dark path with nothing that can be done to stop it.

"We all do Shining Armor." Princess Celestia spoke up lifting her head from the window to face him while still tearing up. "We all do."

"And we'll never be able to forget the moment when she left us and called us out on for abandoning her before becoming the pony that is now holding the crown." Fluttershy sadly added as she reflects back to just after Queen Chrysalis and her changeling army have been defeated as Twilight looks on satisfied but not happy still feeling the sting of her friends betrayal especially just after being stopped from getting to the Elements of Harmony as she turns to leave only to walk right in front of Princess Celestia who has just recovered from being trapped in a cocoon.

"Don't worry about me. I'm fine. You have a real wedding to put together." Celestia told Twilight as she got herself up.

Instead of smiling, Twilight just bitterly frowns and says "I don't think so." in response and walks around Celestia as she makes her way to the exit surprising her in the process by her cold and bitter tone.

"Where are you going?" Princess Celestia asked surprised seeing this.

"I'm going home." Twilight coldly responded not even looking at her.

"But why?" Celestia asked again still not understanding her reasons.

"Because if you recall Shining Armor told me not to show up at the wedding seeing that this is something that obviously isn't as important to me even though I took great steps to trying to ensure this wedding would be perfect." Twilight responded calmly with hints of anger in her voice. "I'd think you of all ponies would know that since you were there and agreed with him when you walked out on me." Hearing this causes Shining Armor to remember what he said to her at the wedding rehearsal and cringe with guilt as Celestia too remembers she walked out on her too like she deserved it.

"But Twilight, you came through and saved everypony and proved that you were right all along." Celestia spoke as she attempted to place her wing on her shoulder only for her to quickly swat it away while backing up reacting as if she was going to harm her.

"Don't you dare touch me!" Twilight hissed in a venomous tone at the Princess causing her to flinch in surprise by her sudden hostility. "And of course I was right and I had to learn the hard way because of you!"

"But Twily..." Shining Armor tried to speak in her defense. "...She didn't know she was an imposter."

"Of course she didn't!" Twilight spoke sounding a little more angrier as she spoke unnerving her brother. "And neither did you and the girls but that didn't stop you from berating me after chasing her out of the room buying her excuse that her rude behavior was just wedding stress." She added recalling what happened at the wedding rehearsal. "Even though there were a lot of signs that should have given you the hint that something was wrong and should have rang bells to you considering that your special somepony would never have acted the way she did."

"Now, Twilight darling." Rarity tried to speak in his defense. "You can't really blame your brother from not noticing for that evil changeling fooled everypony."

"Oh I can't can I?" Twilight scoffed as she glared at Rarity causing her to step back in fright. "So you're saying I can't blame you or anypony for what has just blamed even though you were not living up to your element for listening to my concerns and taking them lightly again like you did when I nearly went crazy over a lack of friendship reports Miss Element of Generosity."

"But Twilight..." Fluttershy tried to speak up only to quickly hide behind her tail as Twilight angrily glares at her.

"But what!" Twilight angrily demanded as she raised her voice. "That Rarity isn't wrong for walking out on me or not being generous enough to give me a listening ear when I tried to warn everypony? Is that what you're trying to tell me?!"

"No. It just we think you shouldn't be so hard on your brother for not noticing that she wasn't Cadance." Fluttershy timidly explained to calm Twilight down which proved futile as she gets even more angrier as she literally bursts into flames and roared fire at Fluttershy sending her flying back a few feet startling everypony around her for what she has just done.

"Wow thanks Fluttershy I really needed to hear from the pony who's supposed to represent the element of kindness only for her not show me any kindness when I needed it." Twilight angrily and sarcastically commented as she walked up the stairs as if she is going to harm her until Pinkie Pie stepped in front of her in her defense.

"Now come on, Twilight. Don't be such a fiery flaming meany pants!" Pinkie assertively spoke in Fluttershy's defense. "I think what you need is a big part..." Pinkie tried to cheer her with only to have her mouth magically zipped up by Twilight's magic leaving her unable to speak as Twilight walks by evidently having none of Pinkie's antics.

"Zip it!" Twilight told Pinkie as Applejack and Rainbow Dash stepped in front of her.

"Now come on, Twi." Applejack tried to reason with her for her harsh attitude. "We get that we made a mistake, but it's time you moved on from all of this and let bygones be bygones."

"And here I thought the Element of Honesty was supposed to at least see that I was being honest when I tried to warn you that something was wrong." Twilight scoffed at Applejack's words seeing that the farmpony is expecting her to let go of what had just happened as if nothing had happened while ignoring of how much she hurt her especially since she told the others to forget about her in favor of checking up on the imposter.

"I am being honest." Applejack stubbornly retorted. "And I'm certainly being honest when I tell you that you need to bury the hatchet here."

"If that's what you want, fine!" Twilight angrily responded by making a hatchet appear with her magic then using it to make a hole on the ground around Applejack causing her to fall down to the ground as the hatchet falls down on her as Twilight closes the hole. "Done!"

"What the hey is your problem!" Rainbow demanded as she yelled in her face causing Twilight to pull her out of her personal space with her magic.

"You, the other girls, my brother, and the Princess are my problem!" Twilight angrily spoke as she pointed a hoof at every pony she addressed them. "The fact I was the only pony who saw something was wrong with the pony claiming to be Cadance and the fact that for my efforts to expose her I get berated for doing so, kicked out the wedding, and abandoned by all of you in a time of need yet you all treat me like I am in the wrong when I try to tell you all."

Hearing this causes the ponies to have surprised and guilty for what they have done to her at the wedding rehearsal.

"But come on, Twilight!" Rainbow Dash tried to speak defensively. "Why is it so hard for to let this all go now that this is all over!"

"Because of the fact of how much you hurt me the second you all walked out on me and the fact that you all didn't even bother to hear me when I tried to explain to you all that something was wrong." Twilight angrily yelled at Rainbow Dash as she uses her magic to hurl her up to the ceiling causing her to crash back down to the ground in a hard thud.

As soon as Twilight does that she turns back and walks back towards the exit. Princess Celestia was about to try to reach out to Twilight to try to speak to her only for her to respond with a flared horn ready to attack her if she tried to say another word leaving the sun monarch stunted and speechless seeing this from her star pupil as she grits her teeth in a very threatening manner as she walks by and slams the door after her after she leaves the room leaving the others in the room just as speechless and guilty seeing how hurt and angry Twilight was from what had just happened as Twilight walks through the hallways with a bitter expression on her face.

The scene then changes back to the present day as Midnight is walking through the same hallways with the same bitter expression just after making her way back upstairs with her heart no longer glowing after regaining her composure at the same time Spike ran up to her urgently.

“Twilight!” Spike called out as he ran up to her. “Emergency meeting with the other princesses in the throne room quick!”

Midnight seeing the huge worry on his face quickly made her way to the throne room where she sees both Cadance and Luna are already waiting for her.

“I came as fast as I could!" Midnight spoke as she entered the room and approached them. “What’s the emergency?”

“Tirek has escaped again!” Cadance worryingly explained.

“What?!” Midnight asked in surprise hearing this. “What do you mean, Tirek has escaped again I just reimprisoned him just a little while ago?” Midnight questioned as she turned her attention to the moon princess.

“It would seem Discord managed to break the magical lock you left on his cell and has helped him escape.” Luna explained confirming that this is true. “Discord has betrayed the ponies of Equestria and joined forces with Tirek. “

Hearing this causes Midnight’s heart to glow continuously again as she is very furious about hearing this betrayal.

“How could he do this?!” Midnight angrily exclaimed. “I thought he had changed and would know better than make a deal with him!”

“Tirek has stolen enough magic that he now has the strength to steal flight as well.” Cadance added on to the news of the epidemic of Tirek. “Without Pegasi to control the weather, there will be no rain in Equestria. There is word he has gone after Earth ponies as well. Without their strength, they will not be able to tend the land.”

“Ponies will no longer be in control of their world. That power will belong solely to Tirek.” Luna added on to explain the severity of the situation that Tirek is now winning and slowly taking control of Equestria. “And there is no doubt that Tirek is after Alicorn magic. With Discord by his side, we will not be able to stop him from taking it. Once it is in his possession, his power will know no bounds, and all hope will be lost.“ Luna concluded as she lower her head at the thought things seeming bleak.

“But there is one solution.” Cadance pointed out as she approached her. “It is only by making this sacrifice that Equestria and the lands beyond it might be saved.” She explained as she paused for a moment in preparation of what she was about to say next. “We must rid ourselves of our magic before Tirek has the chance to steal it from us.”

“What?” Midnight questioned at this proposal as her heart still continues to glow.

Author's Notes:

Here in this chapter we have Midnight just establishing her rule with the intent have Princess Cadance and Princess Luna rule by her side along with having Spike (with some acted guilt tripping on Midnight's part to get Spike to coply with her wishes.) as her royal advisor while the rest of the main cast behind bars to reflect on what they have done.

Even with the threat of Tirek on the rise, Midnight was able to stay a step ahead and quickly neutralized him with Discord's help. The only reason Tirek still managed to become a threat again was because Midnight did not expect Discord to have the guts to help Tirek despite Midnight taking extra precautions to warn Discord against siding with him.

Here we have Midnight for the first time really showing emotion when she very lividly and emotionally tears into Celestia, Shining Armor, and the Mane 5 to let them know of how much she is still hurting deep down from what happened at the wedding rehearsal and what she really went through just after being abandoned. Here it is Twilight speaking through to them through her heart but the dark magic is not letting her accept forgiveness into herself as the right words to get through to her have not been spoken to her yet.

I have also had taken the time to add flashback scenes of when Cadance and Twilight found each other underground with the seeds of resentment growing inside of Twilight, Twilight's reaction to Applejack's attempted apology just after being captured and brought back to Chrysalis, and Twilight calling out the others for abandoning her which I wrote to have them not quite understanding why Twilight is furious at them to show that they don't seem to grasp how much they really hurt her and what she has been bottling up since then which further fuels Twilight's anger at them.

I added these flashbacks scenes in order to show what happened just before Twilight became Midnight and how the scene that lead to the entire story playing out the way it did for all those wondering what went down between them and how it all came to this.

As for the songs I couldn't quite make "You'll Play Your Part." fit in with Midnight in charge and Celestia in jail so I altered it with a parody of "Love Will Find A Way." between Cadance and Luna as Cadance reflects hoping there is a way to get through to Twilight even when darkness has completely consumed her while Luna reflects on her pastime as Nightmare Moon of how much pain she truly felt with the darkness consuming her while both sing of how much Twilight means to them in their lives and how much of an positive impact she has made on their lives before her descend to villainy. In addition, I had Celestia sing the dark reprise variation of "My Big Brother Best Friend" Twilight sang just after being abandoned to reflect on how all hope seems lost on saving Twilight from her inner darkness and how her relationship with her is now seemingly ruined for good.

Now we have Part 2 left to see how the threat of Tirek plays out with Discord by his side and the princesses deciding to take drastic measures to stop him.

Chapter 27: The Kingdom Part Two

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Chapter 27

The Kingdom Part Two:

Once Midnight calms herself to the point her heart is no longer glowing continuously she takes a moment to sink in what Luna and Cadance have just told her.

“Tirek is set on possessing Alicorn magic. When he comes for us, we cannot have what he is looking for.” Luna further explained to Midnight.

“And exactly how do you propose we do that?” Midnight questioned where this is leading to.

“Well we know for a fact our magic cannot just disappear into thin air.” Luna added on to her explanation. “Somepony must keep it safe.”

“That somepony is you, Twilight.” Cadance told her as she approached her.

“Why me?” Midnight questioned sounding a little surprised at this.

“Although Tirek is now aware that a fourth Alicorn princess exists in Equestria. With your powers and capabilities even when used for dark purposes you have shown, we believe you have what it takes to stop Tirek with our powers combined. If we transfer our magic to you, Tirek will no longer be a threat .” Luna continued to explain

“Do you understand what we're asking of you?” Cadance seriously asked her of what they are both putting down here.

“Yes.” Midnight understood still sounding astonished that the princesses are planning to give her their magic for safekeeping. “It's just... the fact that even after what I did you are all more than willing to trust me by transferring to me your magic?”

“Twilight, differences and actions beforehand aside, you still represent the element of magic. If there is anypony who can do this, it's you.” Cadance further emphasized her faithful trust in her as she places a hoof onto her shoulder as Luna nods to her as well.

“This is the role I am meant to play as a princess of Equestria!” Midnight said with determination not to let Tirek ruin everything she has worked up to for. “I will not fail to do my duty!”

“Then we must begin at once.” Luna proceeded as Midnight summoned Celestia with her magic so she could be explained to by both Luna and Cadance their plan of transferring their alicorn magic to her. Once they fully explained to her the plan all three alicorns positioned themselves in a certain formation as they spread their wings and activated their magic from their horns. After charging all of their magic up their eyes turned bright white as they shot a very powerful sphere of magic up high into the air which Midnight calmly readies herself for the incoming surge of magic she is about to receive as all of the magic enters her body.

Once all of the magic surges into her body her own eyes glow white as her wings spread out as her body adjusts to all of the alicorn magic she had just received as electric sparks form around her until they finally stopped allowing her to place a hoof over her eye once the transfer was complete.

Once she opens her eyes she sees all three princesses completely drained of energy and without their cutie marks on their flanks looking very saddened of what they had just did.

Midnight seeing this couldn’t help but feel sorry for them even Celestia. Even with everything she had just said and did to her a part of her can’t help but feel that she truly doesn’t deserve to be punished that much even though she was more than willing to have her locked but wasn’t willing to go as far as take their magic from them even though they gave it to her even when they had no reason to.

“It is done.” Princess Celestia said out of breath as Midnight processes what had just happened for a moment.

“Well?” Midnight started with zero pleasure in her voice of absorbing the princess's powers. “Guess I better go figure out how to stop Tirek before it’s too late.” She solemnly said she starts to turn away to figure the next best course of action before stopping and turning around with her horn lightening up as she teleports out of the throne room and to the hallways where the royal guards where so she can order everypony in Canterlot to be evacuated immediately so they can all be protected from Tirek sucking up their magic before heading off to Ponyville so she can train herself for her inevitable battle against Tirek.

Deep down she wanted to help the princesses find a nice place so they can be safe from Tirek feeling he is going to imprison them once he meets them but since Tirek is going after them next she can’t as it would meet more lives being further endangered by the evil centaur.

Before leaving she meets up with Spike back in her room who is going through his checklist.

“Oh hey, Twilight.” Spike unenthusiastically greeted as he faced her. “How did the meeting go?”

“That’s what I wanted to talk to you about.” Midnight told him in a serious tone with a matching expression as she places a hoof on his shoulder as she sighed as she continues to break the bad news to him. “I just want to let you know that I am having everypony Canterlot evacuated in order to protect them from having their magic taken away by Tirek and having everypony in Ponyville stay in their homes until further notice.”

“What?” Spike asked in surprise. “I thought you said you just took care of him?”

“I did but it seems Discord has been swayed by Tirek offering him something more valuable than what I had to offer him despite my warnings. And now Tirek and Discord are now both an unstoppable threat on the horizon.“

Hearing this causes Spike to grow furious hearing of Discord’s betrayal. “Why the nerve of that guy. What about the princesses.” Spike asked Midnight of what they wanted to talk to her about.

“They have decided it was best that hold on to all of their alicorn magic seeing that I am the only one powerful enough to fight off and take him down.” Midnight calmly explained. “To buy me time so I can fully prepare against Tirek.”

“But, Twilight?” Spike responded now surprised and shocked hearing this. “Do you even realize how dangerous it is to try to fight him?”

“Yes, I’m aware. Something I am willing to tackle on to ensure all of Equestria is safe.” Midnight calmly acknowledges of what she is about to do while certain that she will prevail. “For the time being I have arranged for one of the guards to escort you to Ponyville so you’ll be safe from Tirek too.”

“But Twilight please…” Spike pleaded as he tears up as he hugs her by clinging onto one of her front hooves. “Don’t leave me. I don’t want to lose you for good.”

“I’m sorry Spike but this is something I got to do.” Midnight apologetically told him as she leaned down to his eye level and returned the embrace while allowing him to cry into her chest. “Should the worst case scenario happen to me just remember when I tell you I still see you as my #1 assistant and the best son a mother could ask for even after everything that has recently happened.” She kindly told him as she walked off to the door after ending their goodbye hug. “Take care of yourself.”

As soon as Midnight tells her those words Spike tears up as Midnight teleports herself back to Ponyville as she looks on at him sadly too as she leaves.

Once she makes herself back to Ponyville she goes into hiding for the time being back in her library where she demonstrates her new-found control of all of the alicorn magic by raising the sun with ease before heading off to the mountains nearby the Castle of the Two Sisters to practice her magic.

She starts of by flying around the castle, through the Everfree Forest effortlessly dodging multiple trees, then flies up into the skies as she loops around Ponyville before completing her lap around by flying back to the castle she would then fly multiple laps in order to burn off the excess energy in order to ensure she has better control of her powers.

Once she is certain she has flew enough laps around all of Ponyvile for an hour straight she stops flying and checks up through her crystal orb on how the others are doing.

She sees that both Discord and Tirek have made their way to the castle where they face off against Shining Armor and the royal guards who have stayed behind to fight them off while the others have evacuated.

“Shining Armor, why, whatever are you doing here?” Discord appeared near him as he wore the captain’s helmet and placed a claw on the back of his neck.

“Back off, traitor.” Shining Armor angrily responded by pushing him off of him casing Discord to raise his claws up innocently as Shining Armor gets into a fighting stance.

“The only one Discord betrayed was himself. Abandoning his true nature to make friends with weak-minded equines who offer him nothing!” Tirek retorted as drains the two royal guard of their magic now appearing very muscular, taller, and bigger from when she first met him.

Shining Armor sends a blast of magic his way which Tirek simply shrugs off as he eats it like a bite-sized snack before grabbing him by the horn and draining him off his magic causing him to fall over on the ground completely drained of his magic.

“How... could you... do this...?” Shining Armor weakly asked feeling betrayed as Discord looks he has some second thoughts about going through with all of this as Tirek places a hand on his back.

“Why don't you go and have a little fun? I won't stand in your way.” Tirek told Discord he’s earned the privilege to have his fun as he evilly chuckles causing him to change his mind again.

Midnight watching this can’t help but feel sorry for her brother as if what Tirek is doing is too much. Sure she took over Equestria and threw him in jail too but never went as far as taking away his magic much like with the princesses.

“Maybe I am taking this too far.” Midnight wondered to as she continuing watching as Tirek confronts the weaken Princesses ready to suck up their magic only to find that they actually have no magic as Princess Celestia smirks at managing to help Midnight stay a step ahead of him there as Tirek sits on the royal throne in front of the defiant princesses who refuse to speak to him as they sit down in front of the throne.

“Getting rid of your magic so that I cannot take it from you? That was your plan?” Tirek asked incredulous and amused that they would actually do that instead of facing off against him as he stands up. “How does it feel, knowing that soon, every Pegasus, unicorn and Earth pony will bow to my will, and that there is nothing you can do to stop it?” He taunted them as he held up small spheres portraying unicorns, earth ponies, and Pegasus’s.

“You will not prevail, Tirek. “ Celestia defiantly told him.

“Give my regards to Cerberus.” Tirek coldly returned to them as he uses his magic to imprison them in Tartarus.

Midnight watching this continues feeling empathy for the princesses including Celestia as if being betrayed by Discord wasn’t bad enough, the princesses she looks up to are now suffering a much worse faith by being imprisoned in Tartarus. For once things are not going according to plan for her as if she is facing another dark reflection of herself taking things to extreme levels in Tirek.

“I better get back to work." She said to herself as she focuses on firing magic blasts at random trees and teleporting through various parts of the forest seeing that it is only a matter of time before Tirek arrives.

After another couple hours of practicing with her magic she now feels she has complete control and confidence in her powers that she can take down Tirek she looks at her crystal orb to see the Mane 5 and Spike have made it back to Ponyville courtesy of her order to have everyone evacuated including the prisoners.

There she sees Discord has meet up with them only to imprison them in a cage so Tirek can drain them of their magic which Discord really has some regrets over doing but still presses forward with going along with his and Tirek’s takeover.

“You really think she'd do anything for them?” Tirek asked Discord who has told him everything about Midnight.

“If Midnight has magic to give, it will be yours. Soon there won't be a Pegasus, Earth pony or unicorn who will be able to stand up against us.” Discord confidently told him yes she will give Tirek his magic.

“Us? Who said anything about us?” Tirek scoffed as he uses his magic to lift Discord up in the air.

“You did.” Discord responded greatly taken aback hearing this.

“You've helped me grow strong, you've provided the means by which I can obtain Princess Midnight's magic, and now you are no longer of any use to me.” He told him in a way that their friendship meant nothing at all to him as he sucks up all of Discord’s magic from his mouth and prepares to head off to find her alone after dropping him to the ground.

“But you said this was a sign of your gratitude and loyalty. A gift from someone close to you.” Discord weakly and desperately reminded Tirek as he hold up the medallion he gave him trying to understand why he is betraying him like this.

“My brother who betrayed me. It is as worthless as he is.” Tirek coldly answered before setting off to find Midnight on his own.

“Surely you saw this comin'.” Applejack asked him as if he knew what he was getting himself into by making a deal with Tirek.

“I didn't. I truly didn't.” Discord sincerely responded sounding really heartbroken by what he has done.

“Well I told you so.” Midnight commented as she watches with dull surprise in her tone yet feeling sorry for him as well instead of anger at him for allowing all of this to happen.

“Why am I feeling like I actually feel sorry for them.” Midnight asked herself as she teleports by hiding under in between nearby mountains then teleporting through various areas as he is now look on the lookout for her.

“Princess Midnight!” Tirek yelled out to indicate that he is nearby.

“Tirek!” Midnight said to herself as her eyes narrowed down with furious determination.

“You have something that belongs to me.” Tirek shouted in her direction leading to her to immediately teleport to the library after remembering Owlowiscious is still in there and immediately teleport themselves out of the library yet blown a small distance as Tirek sends a fire blast right at the library having detected her presence after having absorbed Discord’s magic.

After safely landing she looks back at gasps at what Tirek has just done. He had just blew up her library, her home, the place she has lived ever since coming to Ponyville, even after descending to her road of villainy.

“No. NOOOO!” Midnight cried out as she releases Owlowiscious who flies to safety still completely stunned and hurt by seeing everything including every book destroyed and ruined by the power-hungry monster. Her shock then turns into pure rage as she grits her teeth angrily without raising her voice as she spreads out her wings and teleports above Tirek where she unleashes a massive magic blast at Tirek completely enraged as she is literally giving everything she’s got to bring him down, no strategy no plan to deal with as she has now decided to put an end to this once and for all. Tirek quickly protects himself with a magic sphere as he is pushed back by the power of all of the alicorn magic, the power of the alicorn amulet, and dark magic she obtained from the Crystal Empire creating a massive explosion with a massive cloud of dust appearing as Tirek emerges unscathed by the blast as Midnight flies down to the ground to face him glaring down at him angrily.

“Now I understand what your fellow princesses have done.” Tirek replied with a smirk realizing where all their magic has gone to.

Midnight simply flies up at great speed then charges down at up as Tirek fires magic from his horns attempting to push her back only for Midnight who is too strong to be pushed away immediately protects herself with a magic shield then teleports right in front of him to blast magic right at his face. Tirek was quickly able to redirect the blast away from his face and retaliate by picking Midnight up with his magic and throwing her in the direction of mountain in the distant causing her to slam into it. She manages to survive the blow and is unharmed as Tirek charges at her plowing through the mountain and carrying her through it.

Midnight responds by teleporting up in the air then immediately blasts Tirek straight down causing him to slam right into the ground creating a crater from the impact and then sends another powerful blast right at Tirek again for good measure.

Once she lands Tirek uses his magic like a laser beam to cut the huge chunk of land he was on and lifted it over his head then chucking it away to send Midnight in the direction of another mountain which she effortlessly was able to fly before making impact with it.

Midnight then charges at Tirek who responds by slamming his fists into the ground to cause rock formations to rise from the ground in another attempt to strike Midnight who effortlessly blasts all of the forming rock mountains and then unleashes one of her most powerful blasts right at Tirek’s direction at the same time he unleashes a counter-attack at him causing the two blasts to cancel each other out as a massive explosion occurs.

Once the dust is all cleared up Tirek emerges from the rubble created from the attack still unscathed as Midnight faces and glares down the large centaur still refusing to back down from this fight even while it's currently a standstill.

“It appears we are at an impasse.” Tirek stated as he snaps his fingers to reveal his captives in bubbles the Mane 5 and Discord all her former friends along with Spike. “How about a trade, Princess Midnight? Their release for all of the alicorn magic in Equestria.” Tirek offered at the glaring alicorn as she looks on her saddened former friends and Spike who are protesting at her not to give in to his offer. All except Discord who lies in his bubble wordlessly as he is completely devastated by Tirek’s betrayal.

“What’s it going to be princess?” Tirek asked her of his sadistic choice as Midnight ponders on how to approach this as for all except Spike are all enemies she has no reason to care about but also cares for everyone in Equestria and can’t let Tirek take away everything she has worked hard for.

“Don't do it, Twilight!” Rainbow Dash cried out to her.

“We aren't worth it!” Fluttershy added in agreement.

“Oh, but you are, Fluttershy.” Discord solemnly told her. “You're the pony that taught me that friendship is magic and she’s the pony that gave my heart’s desire. I had magic and friendship and the ability to have some chaotic fun, and now I don't have any of them.” He added as he covered his face in shame.

“Enough!” Tirek shouted at them to shut up as he spoke to the alicorn of his demands. “I want an answer, and I want it now!”

Midnight looked at each of the girls with a calculated expression as they look on expecting her to say no to his demands as they feel they deserve it for being terrible friends and after she made it perfectly clear of how deeply hurt she is by them abandoning them thanks to her very dark magic filled heart before responding to Tirek’s demand.

“I will give you my magic, in exchange for the prisoners.” Midnight calmly replied causing the girls to react in shock hearing this.

“WHAT?!” The girls replied hearing her unexpected response.

“As you wish.” Tirek replied with a satisfied smile as he snapped his fingers, causing the bubbles to pop to release them except for Discord giving them their freedom.

“All of them!” Midnight sternly clarified that what she said meant all of them including Discord.

“After the way he has betrayed you, you still want to him go to free?” Tirek asked in confusion of why she wants him free too.

“Release him!” Midnight again demanded.

“If that's what you want.” Tirek complied with her demand by literally popping his bubble to free him.

“Twilight?!” Spike exclaimed wondering why she is giving in to Tirek’s demands.

“What are you doing?” Rarity also exclaimed in the same tone wondering the same question.

“Thank you.” Discord sincerely expressed to the alicorn before turning to Fluttershy in a hushed tone “I'm sorry.”

“I know.” Fluttershy kindly replied in acknowledgement.

“Your turn.” Tirek turned to Midnight ready to collect her magic only for her to quick teleport away.

“What the...?!” Tirek exclaimed in surprise before being greeted with a massive magic blast by Midnight who appears charging at him which sends him flying back towards a nearby mountain as Midnight charges at him and unleashes another powerful attack at him causing him to hit another mountain causing it to break into multiple pieces upon making contact.

The girls seeing this realizes that was her angle by immediately attacking him before he can absorb her magic to get Tirek to lower his guard in order to continue their battle as they watch the fight in surprise. She had just saved them and got them out of harm’s way even after what she said and did.

“You traitor!” Tirek furiously yelled out. “We had a deal!”

“I’m afraid that deal went out the window the second you tried to back out of it by retaining Discord.” Midnight calmly retorted before unleashing everything she has got on him relentlessly attacking him with very hard-hitting magic blasts leaving no room for Tirek to retaliate as Midnight flies in to punch him hard in the face knocking him to near unconsciousness.

Midnight then immediately using all of her magic and energy sends another powerful blast at Tirek overwhelming and draining him of all of his powers returning him to weakest form as he now back in Tartarus imprisoned in a cage once again.

With that done, Midnight had succeeded and won their battle but it came at a price she was fully aware of as over-exerting her magic and energy would lead to her being drained of energy herself to the point of being on the very verge of death as she falls over on the ground losing consciousness.

She had just gave everything she had to save everyone in Equestria including putting her own life on the line which was something she was aware of when she made her choice in dealing with Tirek’s attempt to bargain with her.

She then slowly opens her eyes groaning as she regains consciousness and to her surprise she finds herself on a hospital bed in the Canterlot Castle.

“Huh?!” Midnight exclaimed in surprise as she sees herself back in her normal alicorn form. “Wha…” She said as looks around her surroundings to see the Mane 5 approach her in a huddle relieved to see she is awake.

“You’re okay!” Rarity exclaimed in relief as they all hug her in tears in their eyes.

“That was amazing, Twilight!” Rainbow Dash exclaimed in excitement.

“I should have known you’d have a trick up your hooves!” Applejack complimented Twilight on her ploy.

“You were so brave!” Fluttershy sweetly complimented.

“That was so awesome!” Pinkie exclaimed in excitement.

“But how… how am I alive?” Midnight asked very confused of why she isn’t dead.

“After you went unconsciousness, Rainbow Dash and Fluttershy quickly you flew you back to the Canterlot Hospital for immediate recover and that’s where Princess Cadance appeared and used her magic to heal you which brought you back. And just in time because you really would have died if Cadance had done what she did to save you.” Pinkie rapidly explained as fast she as could speak.

“What?” Midnight asked still in complete shock and surprise hearing this as she turns to Cadance. “But Cadance? How did you get your magic back?” She questioned how she managed to obtain the magic needed to save her life.

“When you released that powerful surge of magic to defeat and imprison Tirek some of my magic leaked out from your horn and managed to return to my horn after Tirek imprisoned us here.” Cadance replied as she placed a hoof on her shoulder as the girls break up the huddle to allow Cadance to embrace her in a hug. “Thanks to that we were able to escape Tartarus. And it’s just a relieve I was able to heal you when I did otherwise we really would have lost you for good this time.”

“But I don’t understand.” Midnight still replied in shock as she looks at everypony giving her heartwarming smiles as her heart continuously glows. “Why would you all save my life? After everything I said and did to all of you. “

“Because the Twilight I know deep down would do anything it takes to save everyone in Equestria.” Princess Celestia warmly replied. “Even risking her own life putting others before herself. Something that a student I used to teach learned when growing up.”

“Plus you saved them including Discord even after what had happened.” Luna added as she directed a hoof at the Mane 5 and then Discord who watches on silently unable to look at her at after what he did too.

Hearing this causes her heart to glow continuously again as her eyes tear up hearing this as she was not expecting all of this at all.

She had spent every day since the first wedding plotting her takeover of Equestria. She took over the Crystal Empire, tricked every pony into thinking she was dead, manipulated the Mane 5, the princesses, her brother, Discord, Spike, and everypony into playing into her hoofs into becoming an alicorn princess and obtaining the keys needed to access the Elements of Harmony, took control of Canterlot and Ponyville, and has just unleashed a terrorist like attack at the Equestria Games in order to take complete control of Equestria even going as far as breaking the Crystal Heart and threatening a never-ending storm on the Crystal Empire in order to achieve it.

During all the while she has spent this time so consumed with bitterness and hatred and instead of facing death like she truly deserved it they instead choose to save her and welcome her back into open hoofs as if her heart is being opened up to all of this love she is receiving and it is all too much for her.

“But I still just don’t get and that's the problem!” Midnight screamed as tears flew out of her eyes. “The fact that I just took over Equestria, committed all of those atrocities against you, and have made multiple attempts on all of your lives in order to achieve my goals. And the fact that I am now being welcomed by like everything is completely okay like nothing happened! Just how in Equestria can you possibly forgive me like after ignoring the fact that everything I just said and did to you all doesn’t bother one bit and that I truly don’t deserve any of this.”

As soon as she screamed those words she immediately jumped out of bed crying her heart out as she runs of the room leaving everyone stunned at what she had just said except for Discord who silently knew what she was going through.

Midnight would then run over to the balcony where she cried her heart out non-stop for a full hour while her heart literally still continues to glow all the while until she finally was able to stop crying and calm herself down enough by the time the others find her she is sitting down there looking depressed as her heart is still glowing with small tears still falling from her eyes.

“Wait here.” Cadance instructed the others to stay put. “I think its best that I try to reach out to her alone.”

The others nodded in agreement as Cadance walks up to the balcony to approach the depressed and despairing alicorn.

“Twilight?” Cadance called out to her. “You okay?”

“No I’m not okay.” Midnight sadly responded still in tears as she sobs. “To tell you the truth, I don’t know what upsets me more. The fact that you and the others forgive me even after what I did, or the fact that everything I worked up to achieve my dream has all literally fallen apart.” She said as she stood up still not looking at her. “And now they’ll never be able to see me for the pony I was meant to be, just when they were looking up to me.”

“Because deep down in your heart I could tell that you are still in pain from what happened at the wedding rehearsal and that you deep down want to really wanted what was best for all of Equestria.” Cadance calmly explained as she places a comforting wing over her shoulder. “I think deep down you do want to forgive them but that dark magic in your heart is leaving you unable to see that with all of that time wearing that Alicorn Amulet and overuse of all of that dark magic.”

“But even with Tirek escaping from Tartarus this wouldn’t have mattered. With Equestria under my leadership I would’ve gone on to live for thousands of moons to become the pony who remade Equestria into something perfect.” Midnight spoke still sounding distraught as she raised a hoof in the air before placing it down in defeat. “But in the end, it was all for nothing.”

“I wouldn’t say all for nothing, I mean you still will make a great princess with what you did today and you can continue building on to that if you’re willing to turn yourself around.” Cadance reassured her that she still can be a great princess if she is willing to turn a new leaf.

“I don’t know.” Midnight replied unsure about it as that means she would have to answer to everything she has done.

“I understand as this will mean revealing to everypony the truth and answering to everything you’ve done. But I know one thing about a true princess is that she knows when to step up when she’s made a mistake and come out stronger than before with the courage to make things right. And no matter what happens I will still love you.” Cadance further reassured Twilight that things will work on in the end no matter what happens.

“You… You what?” Midnight asked in astonished surprise hearing those words from Cadance as she finally turns to face her.

“I love you and forgive you.” Cadance repeated leaving Midnight sounding very touched hearing those words. “For you are the best pony a foalsitter could ask for and the best friend I ever had. And behind me are ponies willing to be rekindle their friendship with you again if you give them another chance.”

“But how do I know they won’t repeat the same mistakes again.” Midnight asked still uncertain that things are going to get better while still tearing up.

“Because they have truly learned their lesson from taking your worries lightly and have vowed they will try very hard this time not to hurt you again.” Cadance replied as she raised up a hoof offering her friendship and opportunity of redemption for her sister-in-law.

Midnight hesitated for a moment as the others walk up onto the balcony as they watch the scene as her lips tremble from hearing those heartfelt words she hasn’t heard in a while. After thinking she places her hoof onto Cadance to accept her offer before quickly pulling her in for a hug as she genuinely smiles for the first time in a while which she kindly returns.

After pulling away from her embrace Midnight stops tearing up while still smiling.

“Thank you for not giving up on me.” Midnight gratefully told her as they broke apart from their hug and then motioned to her to do something with that they haven’t shared in years.

“Sunshine, Sunshine, lady bugs awake. Clap your hoofs and do a little shake.” The two chanted to each other their secret hoofshake they haven’t done ever since Twilight was a young foal.

She then sees the Mane 5 approach from behind Cadance all smiling proudly at what they had just saw with Rarity grabbing a tissue to wipe away a tear that was forming from her eyes as well with her heart melted seeing this.

“Twilight.” Applejack started to speak as she takes off her hat. “I know I haven’t been living up to my element recently and I just want to say I’m sorry for not listening to you when you thought something was up with what we thought was Cadance at the time. We really should have listened to you.”

“I’m sorry too Twilight.” Pinkie Pie apologized as she hugged Twilight. “For not cheering you up when you needed it the most. And don’t worry once we fix everything I going to throw three parties.”

“And let me guess…” Midnight questioned. “One is an apology party, one is the welcome back party, and the other is a thank you for saving everypony party?”

“Yes!” Pinkie happily congratulated Twilight for correctly guessing the parties she is going to throw for her. “That’s exactly what I am going to do. You really do know me so well!”

“Well, I have been keeping tabs on everypony.” Midnight chuckled as she commented as Rarity and Fluttershy approach her.

“Twilight, darling.” Rarity started. “I am so sorry for abandoning you like that. I represent the element of generosity yet I wasn’t generous enough in a time of need.” She apologetically told her as she places a comforting hoof on her shoulder. “Can you ever find in your heart to forgive me?”

“And me?” Fluttershy shyly asked. “Even though I wasn’t kind enough to give you comfort when you needed it the most?”

Midnight thought for a moment of what the girls had just said to her as the light in her dark and glowing heart is now growing seeing a rainbow shimmer shine through her friends and in her own eyes before replying her answer to them.

“Yes, I forgive you.” Midnight reluctantly responded which the girls happily hugged her which is something Midnight didn’t return. “Even though I have made multiple attempts on your lives.” Midnight added sounding really upset of how far she has took her revenge on them.

“It’s all right Twilight.” Fluttershy kindly accepted her apology. “It’s not your fault. We all had a hoof in making you this way.”

“Yeah, while you have been trying your hardest to live up to being a good friend we on the other hoof were caught up with our own desires we never did our best to live up to our promises.” Rarity solemnly added. “We weren’t there for you when you needed it.”

“We're really sorry Twilight.” Rainbow Dash apologized. “Like the others I too didn’t live up to my element all for pursing something less important than friendship. Seems I have to work harder on being loyal to my friends more.”

“You’re not the only one.” Midnight sadly commented as she looked away ashamed. “For I haven’t been living up to mine for the sake of pursing for what I thought was in Equestria’s best interests while using my magic for ambitious purposes.”

After taking a deep breath Midnight lights up her horn and sends waves of magic at Celestia and Luna’s direction so she can transfer their magic back to them. Once the transfer was complete Celestia and Luna’s horns lit up allowing them to be able to use their magic once again and having their energy restored. Celestia grateful of having her magic returned embraces her former student in for a hug.

“It’s all right Twilight!” Celestia comfortably told Midnight as the latter tears up again. “You had good intentions even though you really didn’t have to resort to all of this. But that is also my fault for I too didn’t give you the comfort you deserved when you needed it.” She added with hints of regret in her voice. “Instead I coldly told you that you had a lot to think about which paved way for Chrysalis to imprison you underground when she could have killed you. If I hadn’t done that you never would have gotten hurt and we never would have nearly lost you.” She added as she used her wing to lift her student’s head up so she can look at her in the eye. “Twilight. I am so sorry for turning my back on you along with attempting to fight you. I should have never tried to fight you.”

“I’m sorry too.” Midnight tearfully apologized as well. “I should have never gone as far as carrying out that attack the games and terrorized all of Equestria.”

“Well at least this is all over now.” Celestia reassured her. “And now you can look forward to a shining new path of light ahead of you as you are still a princess here in Equestria.”

“You know something.” Midnight explained her thoughts of her realization. “All of this time I felt after being betrayed at the wedding rehearsal that I felt that I was destined to rule Equestria with high hopes for improving its future to the point I was willing to do anything to achieve my goals even if that meant resorting to extreme measures.” She said as she glanced at her friends and the princesses. “But now I realize I didn’t have to resort to all of this as I was too filled with bitterness and hatred to realize how sorry you girls were for what happened and that no amount of power that can fulfill that void."

“Well at least you have friends who care about you.” Discord commented as he hesitatingly approached the girls.

“Yes Discord.” Midnight questioned ready to hear what he has to say.

“I just wanted to say I’m sorry for betraying you Twilight.” Discord remorsefully started his apology. “You were right about warning me against teaming up with Tirek. He tricked me into believing that he could offer me something more valuable than friendship and what you had to offer for my services.” He added now sounding guilty and unwelcomed as he holds up the medallion around his neck. “But there is nothing worth more. I see that now. He lied when he said that this medallion was given as a sign of gratitude and loyalty. But when I say that it is a sign of our true friendship, I am telling the truth.” Discord concluded his apology as he places the medallion around his neck.

After Discord does so Midnight sees the rainbow shine across the medallion which led to her realizing by what she had just did she is now living up to her element and had just earned the key of the element of magic.

“The final key.” Midnight said to herself seeing that she now has all of the keys needed to access the elements of harmony again.

“What are you talking about, Twi?” Applejack asked in confusion.

Midnight sighed as she knows what know must be done to fix everything.

“It’s part of a long story.” Midnight started as she summoned the chest and the friendship journal.

“My, what have you got there?” Rarity asked wondering what is in her chest.

“And why do you have our friendship journal?” Pinkie questioned as well.

“Well you see, little did any of you know until now, I have been doing some hunting and research myself.” Midnight explained as she opens the chest revealing the trinkets the girls obtained throughout the time since the previous wedding.

“Are those…” Fluttershy asked.

“Yes, Fluttershy.” Midnight answered. “These are the keys to the elements of harmony.” The girls gasped in surprise seeing that she had and knew about them the whole time. “That I have gained from manipulating a series of events around you and secretly obtained behind your backs because obviously I couldn’t allow you all you re-access the one thing that could defeat me.”

“Well you’re not wrong for not underestimating what they can do.” Rainbow Dash replied understanding her reasons for doing so. “And admittedly, that’s pretty smart thinking there.” She complimented. “No other baddie would have ever thought to do that.”

“Thanks.” Midnight sheepishly thanked Rainbow for the compliment with a blushed smile. “These keys you obtained was when you all faced tough challenges that I set up so that you would all live up to your elements in order to obtain them.” She added as she focused on Applejack. “Applejack, do you remember when you had to tell everypony that the tonic Granny bought from the Flim Flam brothers didn't really work?” She asked and recalled her dealing with the Flim Flim brothers

“How could I forget? It was one of the hardest things I ever had to do.” Applejack responded recalling the memory as she raised a hoof up and placed it on her chest as she recalls to the flashback of Granny Smith drinking the fake tonic before attempting a very dangerous high dive as Applejack’s eyes give the rainbow shimmer in realization.

“I hate to disappoint everypony, but there's no way Granny could have made that dive, because this tonic is a fake!” Applejack honestly confessed to everypony causing the crowd to gasp in shock hearing this.

“And in that moment, I knew I had to be honest. I just knew it. But I also wondered why you were there too.” Applejack questioned her.

“So I could secretly swap the coins without you knowing and hide the fact that I was the one who really created that tonic and sold the idea to Flim and Flam until now.” Midnight confessed as she held the coin from the chest.

“I see.” Applejack responded in realization. “So you wanted us to live up to our elements so you can get them behind our backs.”

“Yes.” Midnight honestly answered as she turns to Fluttershy as she flips a page and holds up a flower from the Breezies. “Fluttershy it was when you realized that the way to show kindness to the Breezies was by forcing them to leave your home.” She recalled the Breezies trip as Fluttershy remembers a flashback of forcing the Breezies to leave even though it was very tough for her to do.

“Oh, the looks on their poor little faces! But I knew that, as difficult as it was, pushing them away was the kindest thing I could do.” Fluttershy recalled. “But how did you have involvement in this.” She asked.

“Nothing other than suggesting to Spike of a tree he can stand on to get a good view which lead to the domino effect that happened and opening up a window for Seabreeze so he could try to get back on his own which resulted in the bee encounter.” Midnight honestly recalled.

“Well that wasn’t nice Twilight.” Fluttershy bluntly commented which Midnight accepted with a knowing nod that she deserved that before turning to Rarity as she flips through another page.

“Rarity, even after Suri took advantage of your generosity at Fashion Week in Manehattan, you didn't let it cause you to abandon your generous spirit.” Midnight recalled the events that happened at Manehattan.

“I simply couldn't have lived with myself if I didn't do something special for the friends who have always been so generous to me!” Rarity admitted herself of how horrible it was when she recalled the memory of how she treated the others that day. “And that explains why you were at Fashion Week too.”

Midnight nods yes in response before turning to Rainbow Dash. “Rainbow Dash, you had the chance to fly with the Wonderbolts at the Equestria Games, but instead you chose to compete with your friends.” She recalled her tough decision at the Equestria Games qualifying preparations.

“Sure!” Rainbow quickly agreed as she remembered. “But being loyal to my friends was way–“

“Ooh, my turn, my turn!” Pinkie interrupted as Midnight turns to the next page.

“Pinkie Pie, you realized that seeing your friend laugh was more important than proving you were a better party planner than Cheese Sandwich.” Midnight recalled Cheese Sandwich’s visit in Ponyville.

“Best party I've ever had.” Rainbow Dash mentioned while proudly placing her foreleg around Pinkie.

“It's clear we've all had our moments to shine because of your setups, Twilight.” Rarity spoke. “But I'm with Applejack. What does any of this have to do with the opening of the chest?”

“All of you had tough choices to make.” Midnight explained. “But when you made the right one and embraced your element, it helped somepony else make the right choice too. Each of you received something from the pony whose life you helped change including me just know. I know it sounds crazy, but these objects are the actual keys needed to re-access the Elements of Harmony as the chest is connected to the Tree of Harmony, the Tree is connected to the Elements, and the Elements are connected to all of us.” She further explained as she uses her magic to hold up all six objects.

“I ended up living up to my element the moment I have come to realize that I’ve been using by magic for dark and ambitious purposes instead of using for the greater good by coming to realize that my magic is meant to spread across the world, the magic of friendship.” Midnight explained her realization of how she earned her own key.

“And that’s when you demonstrated it by returning me and my sister’s magic.” Celestia further expanded on Midnight’s explanation.

“Yeah. Which reminds me…” Midnight agreed with Celestia’s response before holding her hoof up as if she just remembered something as she uses her magic to have her crown, necklace, and slippers back right on her causing the sun princess to smile warmly to non-verbally thank her for doing so before turning her attention back to the others. “And now that we have all of the keys here were going to use them to fix everything!”

“Are you saying what I thinking you’re saying?” Fluttershy hopefully asked with a smile.

“Yes Fluttershy.” Midnight confirmed with her answer to her question with a nod. “With the Elements of Harmony we’ll use them to fix the damage Tirek has done to all of Equestria and mostly importantly free me from all of the dark magic that has influenced into making all of those decisions I made as Midnight Sparkle.” She said with positive determination as she takes off the alicorn amulet and puts it in the wooden box and puts it down and slides to Princess Celestia so she can have it locked away in the royal vault.

“You girls ready?” Midnight asked the others as she instructed them to huddle around her so she can teleport them to the Tree of Harmony.

“Let’s do this!” Rainbow Dash eagerly replied as Midnight teleports them to the Tree of Harmony with the keys in tow.

Once they get to the Tree of Harmony in a flash, Midnight uses her magic to levitate the objects near the chest which causes them to transform into keys as they all fit through the slots surprising the Mane Five as they watch in awe.

Midnight is the first to approach the chest as she looks at the others.

“On the count of three we all turn the keys together as this is something we have to do together.” Midnight told the others in determination they are all in this together who all warmly smile at seeing they have their friend back.

“Ready?” Midnight asked the girls as she placed her hoof on her key as the other’s hold their respective keys ready to turn their’s on her command. “One, Two, Three!”

Once she says three, all six ponies turn their keys at the exact same time. As soon as they did so the top of the chest opened. A strong light, a rainbow bursts from the chest sending it to Twilight’s cutie mark which produces a bright light to all the other elements as they together produce a combined shining light from the tree covering everypony in a bright beam. As Midnight sees this play out she calmly accepts for what is about to happen as all of them underwent transformations.

When the Mane 6 all emerged they all had magical appearances. Pinkie had yellow, orange, and blue streaks in her mane with party balloons marks on her hooves. Rainbow Dash had lightning bolt marking on hers with rainbow colored wings and a much longer mane and tail. Applejack had red streaks in her mane with a red apple on her hat, a green bow tie in her hair, with apple markings on her hoofs. Fluttershy had long flowing pink and blue mane and tail just like Princess Celestia’s. Rarity has yellow, light blue and pink streaks in her longer mane and tail which she personally admired. And finally Twilight Sparkle emerges in front of the other five girls in her original appearance with purple fur and a dark purple mane with bright pink and yellow streaks in her long flowing mane and tail as the group have a magical dome form around them as the float up into the sky.

When they all float to the sky they release a magical rainbow across all of Equestria.

Twilight and Rarity float by the Canterlot Castle to restore the magic and energy of the royal guards who lost their magic to Tirek including her brother Shining Armor who happily grins with a single tear in his eye seeing her redeemed sister floating in front of her for a moment.

Rainbow Dash and Fluttershy fly by with a magical wave to restore the magic Tirek stole from all of the peagsus’s including all of the Wonderbolts.

Applejack and Pinkie Pie restore the magic to all of the earth ponies who are all glad to have their magic back along with their cutie marks.

Once magic was completely restored they all returned to the tree of harmony where they appear in front of the tree as it still continues to shine as there is one last thing left to take care of…

As the tree shines and produces a rainbow beam from the ground as the chest is lifted up into the rainbow and onto to the other side of Equestria as something large grows in its place. A huge and shining crystal-coated castle which everypony admires in awe seeing the sight of the most recently created castle as everypony’s mane’s and appearances return to normal except for Twilight who is lifted into the air as the magic from the Elements of Harmony engulfs her in a bright light as the Mane 5 shield their eyes from the glare. Once the light settles Twilight reappears in her original form her light purple fur, dark purple mane, pink streaks, and still an alicorn who smiles seeing that her heart is no longer glowing as she has been cleansed of all of the dark magic she has carried in her heart before turning her attention to the just recently created castle.

“Sweet Celestia! Are you all seeing what I'm seeing?” Rarity asked the others in awe at the sight.

“But... whose is it?” Twilight asked with same expression as the others.

“I believe it is yours, Princess Twilight.” Princess Celestia warmly answered as she appeared with Princess Luna, Princess Cadance, Spike, and Discord who happily waves to the group.

Together everyone goes inside the castle to take a look of what glory awaits inside as Twilight and the princesses lead the way with Spike and the Mane 5 right behind them with Discord following a larger distance back as they walk through the castle hallway.

“Twilight, after everything you have experienced lately, you’re probably wondering what you are now meant to do as a princess. Do you know now?” Celestia spoke to Twilight as they continued walking down the hall.

“As princess, I believe I have the power to spread the magic of friendship across Equestria. I believe that this is the role I am meant to have in our world! The role I choose to have!” Twilight honestly shared after she reflected on her own epiphany as she sports a confident expression on her face. “Even though I defeated Tirek on my own…” She started before teleporting over to the Mane 5 and Spike as they get together for a group hug. ”…It took all of us to unlock the chest and it took the very power of friendship for me be free of the dark magic that was within my heart driving me down the dark path I was on! The very power that allowed me to find the light in the dark within myself when things were looking bleak.”

“Then it is unlikely you are meant to take on this task alone.” Princess Celestia mentioned as she uses her magic to open the double-doors in front of them causing Spike and the six ponies to gasp in awe at the sight of what they are seeing. It was a massive throne room with throne seats with cutie marks made specifically for all six ponies representing the Elements of Harmony in front of a large circle with a large star in the very center.

“You are now Twilight Sparkle, the princess of friendship.” Princess Celestia proclaimed as the Mane 5 all get themselves comfortable on their specialty made chairs. “But what is the princess of friendship without her friends?” Celestia adds as the Mane 5 and Spike all huddle around her.

Twilight then sees Discord peering from the doorway still hesitant of facing her after his betrayal. Without much hesitation Twilight uses her magic to bring him to join in on the huddle.

“Wait a minute, where's my throne?!” Discord asked in surprise seeing that he doesn’t have a royal seat with the girls.

“I don't think you're quite there yet.” Fluttershy sympathetically told Discord as she flew up to him.

“Yes, well, I suppose not.” Discord admittedly chuckled in agreement.

“Maybe someday.” Twilight assured Discord. “Somewhere as long as your heart is in the right place.”

“Thank you for forgiving me after everything Twilight.” Discord sincerely and gratefully thanked the young alicorn. “Even though my actions lead to Tirek nearly taking over Equestria.” He also glumly commented now feeling disgusted with himself especially after Tirek’s betrayal.

“Even though I should be mad at you, I actually should thank you as it put me on the right path and allowed me to find my true purpose as princess of Equestria and realize how much I have descended from straying on the dark path I was on all over a mistake that I should have gotten over a while ago.” Twilight told a repentant Discord that she thinks nothing of it. “For I spent too long dwelling on the past when I should have be looking forward on the future.” She added as looked in Cadance’s direction who in return delivers a warm smile. “Thankfully, I had somepony I met when I was a filly to give me the love I really needed for me to see that and learn to forgive those who have hurt me in the past.”

At that moment many ponies in Ponyville all approach the castle in amazement at the new sight of it wondering the same question Twilight and the others had when they first saw it.

“Hey look!” Pinkie called out as she watched them from the window. “Looks like everypony is here to greet us!”

“What?” The other ponies exclaimed in surprise as they join Pinkie at the window except for Twilight who quickly ponders to herself of how to handle this as everypony is introducing their eyes to the newly created castle.

Seeing that many ponies are approaching the front doors wondering what the castle is, Twilight takes a deep breath as she approaches the front doors about to take the next big step to her road of redemption as she prepares to answer the doors.

Rainbow Dash seeing this quickly flies in front of her with a worried look.

“Are you sure you want to do this?” Rainbow Dash questioned Twilight. “You do this, there is no going back. Think about what everypony will say when you reveal herself and have to answer for everything you’ve done since the wedding”

“Yes Rainbow Dash.” Twilight calmly replied. “I know that it’s going to take a while for everypony to forgive me for everything I’ve done. But in order to take the next big step in redeeming myself I have to take do this.”

“I hear you Twilight.” Applejack understandably sympathized with Twilight for what she is about to do. “Honesty ain’t always easy. But it is ultimately the best policy as it is one of the elements of harmony and no matters what happens we’ve got your back.” She reassuringly added as she placed a comforting hoof on her back. “You of all ponies taught me that well, Twilight.”

Twilight acknowledging that she is talking about her honesty setup nods to Applejack with a thankful smile for understanding as she opens the doors to greet everypony gathered at the entrance as Rainbow Dash flies out of the way.

Once the doors open everypony gasps in surprise and shock at seeing Twilight Sparkle who is actually alive.

“Hello everypony.” Twilight warmly started her greeting as she steps outside with her wings spread out before folding them again. “You’re probably wondering how I’m alive.” Twilight started her explanation calmly. “Well, it’s because I was actually alive the whole time as the pony you saw since then was me.” She added on as she briefly appeared in her Midnight appearance before turning back into her original appearance.

“So wait, this whole time you were alive pretending to be somepony else.” Apple Bloom questioned.

“Yes.” Twilight calmly answered with closed eyes.

“But why did you do that?” Sweetie Belle questioned of why she would trick everypony like that.

“To get back at my friends, brother, and Princess Celestia for abandoning me in a time of need as well as forgetting some friendship lessons along the way from the first Canterlot Wedding.” Twilight answered calmly again as she open her eyes. “After being abandoned and nearly killed by Queen Chrysalis I was left feeling so hurt and betrayed I decided to fake my own death with the train accident in order to become the villainous pony Midnight seeking to takeover Equestria and overthrow the Princess to see to it that Equestria is remade in perfection in my eyes.” She added in the same tone ready to accept her punishment from them for lying to them the whole time.

“Well that wasn’t very nice, Twilight.” Scootaloo commented with blunt honesty.

“I know.” Twilight responded as if she deserved it. “I’ve come to see how wrong I was to do all this no matter how much pain and suffering they caused me in the past. I have no excuse for what I’ve done and I’ll understand if you all don’t want to forgive me or see me again as I will respect and accept whatever you decide and think of me.” She solemnly added as she turned away about to head back inside.

“Twilight, wait!” The Cutie Mark Crusaders called out to her as they ran up to her catching her attention.

As Twilight turns around the girls all hug her much to her surprise.

“You’re not leaving are you?” Apple Bloom questioned her with a pleading smile.

“Isn’t that what everypony here wants now that they know the truth?” Twilight questioned in return confused that she is not being told to leave.

“Of course not! We forgive you!” Sweetie Belle brushed it off to clarify they do want Twilight to stay and have no hard feelings towards the alicorn.

“Really?” Twilight asked with a surprised smile.

“Yeah!” Scootaloo firmly replied. “We all made mistakes and got into fights with our older siblings by saying things we all regretted in the end.”

“When Rarity got mad at me for trying to help her I went as far as denouncing Rarity as my sister.“ Sweetie Belle recalled her fight with her older sibling. “But thanks to Applejack I was reminded of all the good times I had with her and why I should still love her even after what she did.”

“Even though my sister Applejack isn’t a complete angel herself and we’d have our ups and downs we always make up in the end.” Apple Bloom assured Twilght as she turned to Big Mac. “Isn’t that right Big Mac?”

“Eeyup!” Big Mac responded in agreement. “Plus you also saved all of Equestria.”

“So you all really would still like me to stay even after everything?” Twilight hopefully asked with happy tears in her eyes.

The crowd all respond “Uh-huh” in agreement to say yes to her question much to Twilight’s delight.

“Thank you all.” Twilight gratefully responded as she wiped away the tears. ”Now how about we all get a look at my new castle as all Ponyville ponies are invited for the day.” She offered much to their delight as Twilight begins to sing.

“Each one of us has something special

That makes us different, that makes us rare.”

Twilight sang as she invited everypony inside the castle with her hoof.

“We have a light that shines within us

That we were always meant to share.”

Fluttershy sang as she and Rainbow Dash flew above the throne room as ponies walk inside the room.

“And when we come together

Combine the light that shines within

There is nothing we can't do

There is no battle we can't win.”

The Mane 6 sang as they danced row by row and face to face with Twilight and Fluttershy facing each other in one row, Rainbow Dash and Pinkie Pie in the second row, and Applejack and Rarity in the third row.

“When we come together

There'll be a star to guide the way

It's inside us every day

See it now! See it now!”

The girls sang as they walked up to the star and each raised a hoof towards the middle of the star as a rainbow burst out from the star with the rainbow flying all over Equestria.

“Let the rainbow remind you

That together we will always shine

Let the rainbow remind you

That forever this will be our time.”

The girls sang as the rainbow came back to the castle passing by Discord who is humbly and awkwardly standing as the princesses and all of the gathered ponies are holding no resentment towards Discord for his betrayal as he humbly gives Princess Celestia a bouquet of flowers to thank her for her letting bygones be bygones.

“Let the rainbow remind you

That together we will always shine.”

Twilight sang as her friends huddled around her for a group photo.

Just after having their picture taken, Twilight then looked at then saw her brother Shining Armor standing at the doorway having watched the entire song scene with a proud smile at Twilight’s direction.

“Amazing job, Twily!” Shining Armor proudly told his little sister who silently looked away as her smile faded upon seeing him as he entered the room.

“Thanks.” Twilight acknowledged her brother’s compliment glumly before turning her attention to the princesses and her friends. “Could you give us the room alone so we can talk.” She politely asked them so she could talk to her brother alone.

“Of course, Twilight.” Princess Celestia respectfully complied with her wishes as she motioned every pony to leave the throne room which they all quickly did so.

While every pony wanders off to further explore the castle, the mane 5, Spike, and the princesses all hang back so they can watch both Twilight and Shining Armor approach each other meeting face to face from the doorway.

“Listen Twilight, I just wanted to say…” Shining Armor awkwardly started speaking first while rubbing his shoulder nervously.

“I’m sorry.” Shining Armor and Twilight both said simultaneously surprising both ponies as soon as they said those words.

“You are?” Both ponies questioned each other at the same time.

“You go first…” Twilight allowed her brother to speak first.

Shining Armor took a moment to take deep breath to get his thoughts together before speaking to his little sister.

“I’m sorry for the way I talked to you the way I did back at the wedding rehearsal.” He started with a sigh. “I should have listened to you when you brought up your suspicions of what I thought was the real Cadance instead of yelling at you like that and throwing you out of the wedding.” He added as he started to tear up as placed a hoof on his eyes to futility wipe them away. “If only I had taken the time to notice that I wasn’t dealing the same pony I fell in love with you never would have gotten hurt and I never would have nearly lost you or attempted to fight you, or watch you become the new Nightmare Moon.” He tearfully continued. “I am so sorry for hurting you so much Twilight.”

“That’s why I’m apologizing too.” Twilight explained. “For allowing myself to be so consumed with anger, hatred, and bitterness that I was willing to do whatever it takes to get back at you.”

“I don’t blame you for that.” Shining Armor ashamedly replied. “I deserved everything you said to me.”

“But…” Twilight continued now tearing up with remorse. “I should be sorry too. I went as far crashing your and Cadance’s wedding and shattering the Crystal Heart to get myself into power. I shouldn’t have let my anger cloud my judgment when you all clearly had suffered enough.”

“It wasn’t entirely your fault.” Shining Armor reassuringly told her as he placed a hoof on her chin to get her little sister to face him in the eyes while she was still tearing up. “You weren’t able to think clearly with all of that dark magic in your heart. You couldn’t find in yourself to let go of the pain and suffering you went through back then.”

“Believe me it took a really energy exhausting fight and seeing Tirek’s attempted takeover for me to finally open my eyes of what I’ve been doing.” Twilight said in understanding tone. “Because when I saw Tirek invade Canterlot, I saw a lot of myself in him.”

“What do you mean?” Shining Armor questioned in surprise hearing her compare herself to him. “Why would you say that?”

Hearing and watching this causing the eight ponies and young dragon to all register confused looks in agreement of why she thought she and Tirek were alike.

“Because he too felt betrayed by his brother for locking him away when he came to understand friendship similar to how I felt betrayed by you hurting me at the rehearsal and wanted to take over Equestria as well with no moral regard for others well-being just like I was.” Twilight noted her explanation as she looks away glumly when she says the last part.

“But you had good intentions unlike Tirek.” Shining Armor quickly pointed out to refute her claims. “He wanted drain and consume all of the magic from everypony in Equestria while you wanted what was best for everypony in Equestria. He was only looking out for himself while you looking out for all of us even after you became evil.”

“But it still took a lot for me to realize it and that was by seeing what he did you and the princesses especially after they gave up their magic to me even when they had reason not to.” Twilight still noted while recalling that Tirek’s actions still lead to start coming to her senses. “And when Cadance told she still loves me even after what I did at the Equestrian Games which was what really got me. Even though you weren’t exactly innocent compared to Scorpan and I wasn’t as bad as Tirek I wasn’t a saint myself either for what I have done.” She said now sounding downcast with herself. “I wouldn’t blame anypony for not wanting to forgive me either for becoming a dark reflection of myself and acting the opposite of who I really am.”

“But you still came through in the end and came to forgive them for abandoning you." Shining Armor reassured his sister that all is good now. "You just needed somepony to remind you of that.” Shining Armor comfortingly told his little sister as he pulls her in for a hug which Twilight quickly returned .

“Thanks.” Twilight gratefully thanked her brother for forgiving her as the others watch this touching scene. “You know something else.” Twilight pointed out as they broke apart from the hug. “Even though I saved everypony from Tirek with everything I had up with hooves, the real hero of all this was Cadance who used six simple words for me open up my heart to forgive you all when it seemed all hope was lost. As she was the one who stuck her neck out to give me a chance when nopony else would like I needed to listen to my own advice on forgiveness.” She added as Cadance smiles hearing this from her sister-in-law as uses her magic to bring Cadance into the room to join in on their conversation. “It’s a good thing you and the others were around to hear and see all of that.” She told the others with a knowing smile that lets them know she knows they were spying on their conversation the whole time before facing Cadance.

“Words alone cannot explain how very thankful I am for you to remind me of that, especially that you also saved me from the very brink of death when nopony else in your position would.” Twilight again thanked the crystal princess as she pulls both her and Shining Armor in for a hug.

“Your welcome, Twilight.” Cadance kindly returned. “But it was also your own advice that got us back together and got us to realize of how me and your brother meant to be together.” She added recalling her own advice back when she visited for the games inspector’s visit in order to get the wedding back even though she was setting it all up for her takeover agenda.

“Well, I was playing strings at that time.” Twilight giggled with herself at the thought as Celestia, Luna, Spike, and the Mane Five walked inside to the center of the room. “After all true love for one and another cannot be denied deep down.”

Everypony laughed at the now adorableness of Twilight’s words as they all get together for a big group hug to cement to each other that everything is going to be okay in the end and that all is forgiven.

Author's Notes:

In this chapter we have the big showdown between Midnight and Tirek which plays out like it did in canon with the only difference is that when it came down to Tirek's attempt to bargain with her results in Midnight pulling a quick trick up her hooves which leads to Tirek's defeat.

Throughout this chapter we have Midnight really starting to lose her cool as the events of this episode play out, a far cry from her usual calm and collected demeanor. Following her tearing into her former loved ones, to Discord helping Tirek escape, and having her library blown up, really left her on the edge as Tirek grows more powerful by the minute. The act of the princesses trusting her with their powers also left Midnight astonished didn't help wonders to Midnight either.

It reached it's climax as Midnight's act of saving the Mane 5 and Discord at the expense of nearly losing her own life followed by the Mane 5 bringing her back to the hospital with Cadance using her magic to revive her to save her life in return leaving Midnight completely overwhelmed with forgiveness that she feels she truly doesn't deserve flooding into her as she did not expect to survive that fight nor saved by them.

Between Cadance and Twilight on the balcony, we have Cadance successfully reaching out to her and getting her to reform by offering her forgiveness and love to her with it playing out similarly to when Twilight got Starlight to reform. Even though Cadance had no reason to and is in the position Twilight was in the beginning she choose to do what Twilight in canon did instead continuing the cycle of never-ending bitterness and resentment to show that the Princess of Love like Twilight is not a resentful pony who cares for everypony and still purses happiness through and through and by coming to terms by truly living up to her element when she returns Celestia and Luna's magic along with her realization as she when she earns and obtains the final key to the Elements of Harmony.

What's interesting about Midnight's defeat is it only happened when her good side emerged with her eyes opening up to what she has been doing seeing Tirek in action, leading to her Heroic Sacrifice, and it is only purified of her inner darkness when she herself allows the girls to access the Elements of Harmony.

Lord Tirek who is evil in contrast to Twilight who started good both felt betrayed by their brothers although Twilight is more sympathetic compared to Tirek both go on seeking to conquer Equestria further fueled by bitterness and resentment. When she saw Tirek in action she felt was literally seeing a dark reflection of herself representing of what she could have turned out to be if she truly didn't care for others lives and had fewer morals which was noted by Twilight herself during her reconciliation with Shining Armor who is quick to tell her what stands out between the two of them.

With Midnight finally defeated and Twilight reformed she has finally reconciled with her loved ones she is now happy to pursue her new life as the Princess of Friendship while fully aware she is going to have to answer for everything she's done as Midnight Sparkle which I have plans for a sequel to show Twilight's adventures of Season 5 with episodes around her altered than from canon to show how much Midnight's sinister influence has impacted Twilight has she purses redemption for her past actions as Midnight.

Epilogue: A New Beginning

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Epilogue:

A New Beginning

Shortly after Tirek’s attack on Equestria, everypony has gathered together in Canterlot for a huge momentous occasion to praise Twilight Sparkle for her heroic actions in saving everypony and defeating Tirek as she is about to be properly crowned a princess of Equestria, the Princess of Friendship.

Even though there are some who aren’t happy with what she did as Midnight such as tricking every pony into thinking she was dead, staging a changeling attack at the wedding, shattering the Crystal Heart, and endangering the lives of multiple ponies numerous times, most of them were very understanding of her reasons once she explained she had dark magic in her heart the whole time which partially influenced some of her decisions by her atrocities.

Twilight acknowledges that she has a long road of redemption ahead of her and it won’t be easy but thanks to her friends and family, Twilight remains confident that everypony will completely let bygones be bygones in the end as puts on her dress for her coronation. Once she is ready she is escorted by the royal guards to the same room where she was previously coronated when she was Midnight and where Cadance and Shining Armor got married.

She listens as Princess Celestia begins her announcement as she addresses everypony present.

The princesses with their wings spread out and the Mane 5 were all standing in front of the top of the stairs all dressed up as they prepare for Twilight’s crowning moment.

“We are gathered here today in celebration of a momentous occasion. My most faithful student Twilight Sparkle has done many extraordinary things since she's lived in Ponyville. She even helped reunite me with my sister, Princess Luna.” Celestia happily announced as she and Luna share heartwarming looks towards each other before focusing on her time as Midnight as she changes her tone to a more somber one. “Up until the first Canterlot Wedding where she faked her own death to become the villainous Midnight after me her friends and brother walked out on her in a time of need after we failed to hear her out on her suspicions on the pony we thought was Cadance at the time but was really Queen Chrysalis in disguise.” She added as she bowed her head in shame as the girls all look away awkwardly at being reminded yet again of the moment that lead to Twilight’s descent to villiany. “It was a very fateful mistake that nearly caused me to lose her to darkness and Equestria to her as dark magic from within nearly consumed her by the time she took over all of Equestria as the Nightmare Moon aka Midnight Sparkle.” She explained as she changed her mood into a more happy and proud one as she continues speaking. “Until recently however when she did something so extraordinary that paved way for the light in the dark to emerge and come out as a new pony we all knew and loved who has sacrificed everything in order to take down Lord Tirek. Even going as far as laying down her own life in order to protect ours. Proving without a doubt that she has redeemed herself for everything she has done and is ready to be crowned Equestria's newest princess who really knows how far she is willing to go putting others before herself.” She announced as Twilight spreads her wings out ready to step forward for her true crowning moment as the girls now are all eager to see Twilight come through the double doors as Night Light and Twilight Velvet her parents both happily await to see their daughter’s crowning too being so glad to see she is still alive and proud of what she has done as Night Light embraces his wife who has happy tears forming around her eyes. “Fillies and gentlecolts, may I present for the very first time, Princess Twilight Sparkle!”

The doors opened and she began her walk as the ponies holding up banners with her cutie mark on it behind her began to sing.

“The Princess Twilight cometh

Behold, behold

A Princess here before us

Behold, behold, behold”

As the choir raised their voices as she reached the top of the stairs, Spike carried Twilight’s new crown on a pillow so Princess Celestia could raise it with her magic and place her crown on Twilight’s head delicately.

She looked back at the other girls where Applejack, Fluttershy and Rarity give her proud looks, Rainbow Dash winks, and Pinkie Pie happily waves before looking on to every pony proudly before facing every pony watching her who all sport encouraging and heartwarming smiles at the hero who saved everypony including her parents who proudly watch on as she is being escorted outside to the balcony by the Princess Celestia, Princess Luna, and Princess Cadance towards a crowd of ponies gathered outside awaiting her presence from different parts in Equestria.

“Behold, behold (behold, behold)

The Princess Twilight cometh

Behold, behold (behold, behold)

The Princess is

The Princess is here!”

The crowd"

When the choir finishes singing the crowd is cheering as Twilight waves to the many ponies down below as she clears her throat to begin announcing to the crowd.

“A little while ago, my teacher and mentor Princess Celestia sent me to live in Ponyville. She sent me to study friendship, which is something I didn't really care much about.” She started as she looked at the Mane 5 watching her from the balcony. “Even though we had our ups and downs up I was finding myself warming up to friendship until the first Canterlot Wedding where being abandoned in a time of need left me feeling that friendship is nothing but a sucker’s game.” She then spoke with a sad sigh as she recalled that painful memory. “A game that I no longer wanted to play which also made me believe Princess Celestia shouldn’t be in charge of Equestria as that mistake nearly led to all of Equestria being invaded by the challenging’s.” She added as Princesss Celestia and the Mane 5 still keep their composure as she recalls their biggest regrets too. “Since then I became the pony that saved the Crystal Empire with intentions to takeover Equestria known as Midnight who was willing to do whatever it takes to achieve those goals even going as far as shattering the Crystal Heart to force the princess’s surrender to me.” She added as she closed her eyes briefly as reflects on her worst sin to date. “It wasn’t until Lord Tirek attempted to takeover Equestria that allowed me to find the light in the darkness that was consuming me that allowed me to realize of how wrong I was and how far I’ve become.” She added as she looks at Cadance’s direction with a thankful smile. “Thankfully I had Princess Cadance who was kind enough to give me the chance to redeem myself when nopony had any reason to. As even though I saved all of Equestria from Tirek…” She happily added as she pointed a hoof at Cadance’s direction. “…Princess Cadance was one who saved me and I honestly wouldn’t be standing here if it weren’t for her.” Cadance looked on in pride sounding very touched at hearing her sister-in-law’s grateful words as she is making sure everypony remembers that Cadance deserves credit for her actions that day too as the Mane 5 approach her who all have tears of joy. “But now, on a day like today, I can honestly say I wouldn't be standing here if it weren't for the friendships I've remade with all of you. Each one of you reminded me about friendship, and for that, I will always be grateful. Today, I consider myself the luckiest pony in Equestria. Thank you, friends. Thank you!” Twilight concluded her speech as everypony cheers for her.

The princesses and the Mane Six all make their way back inside where she was immediately confronted by her brother Shining Armor.

“Twilight! I’m so proud of you!” Shining Armor congratulated her sister as he hugged her slightly, revealing teary eyes when pulling back.

“Are you crying?” Twilight asked, with an amused smirk.

“Of course not, it’s… its liquid pride.” He denied as he wiped his eyes. “Totally different thing.”

“Sure it is.” Twilight teasingly joked clearly seeing through his attempt to avoid admitting it.

Both he and Twilight laughed before she turned to Princess Cadance got her turn to congratulate her by embracing her in a hug.

“Words don’t even begin to describe of how proud I am of you Twilight!” Cadance started. “For you have taken the first big steps in becoming a true princess by admitting what you did and taking responsibility for your actions.”

“I know.” Twilight happily acknowledged as she returned the hug. “I wouldn’t be here if weren’t for you as words for me can’t thank you enough for what you did to save me.“ She once again thanked her as a single tear fell from her eye. “I just can only hopefully everypony comes to forgive me in time.” She sadly acknowledged that she’s got a long road ahead of her to regain everypony’s trust even after a majority of them forgive her.

“Don’t worry Twilight.” Cadance reassured Twilight as she places a hoof on her chin. “They will eventually even though it will take some time for them to come around. But as long as you have faith within yourself you will definitely prove to everypony you have redeemed yourself from your mistakes. What's important now is that you were able to save yourself from the darkness from within your heart.” Cadance further complimented her.

”Way to go Princess!” Applejack congratulated Twilight.

“Best coronation day ever!” Pinkie Pie screamed out loud.

“We love you, Twilight!” Fluttershy added initiating a large group hug between them.

“Thanks, girls.” Twilight gratefully thanked the girls as happy tears continue falling from her eyes.

“Believe me, when I tell you that you will completely regain everypony’s trust in time.” Princess Luna continued to reassure Twilight that things will work out in the end. “And that’s saying something from somepony who used to be Nightmare Moon and stuck on the moon for a thousand years until you helped me find the light in the dark within myself and helped me redeem myself in the eyes of everypony in Ponyville.” Luna recalled her experiences as Nightmare Moon and how she helped her prove her redemption during Nightmare Night which allowed her to feel she is a truly redeemed pony deep down. “And no matter what you’ll have your friends to guide you through this including me.” Luna further comforted Twilight as she placed a wing over her shoulder.

“Thank you, Princess Luna.” Twilight nodded to thank her for telling her those much needed words. “I’m just glad that somepony had the heart to open up my eyes to see that.”

“Twlight!” Twilight Velvet called out as she and Night Light approached her as they quickly hug her.

“Mom! Dad!” Twilight happily acknowledged as she hugged them.

“Oh, I’m so proud of you!” Twilight Velvet proudly and tearfully told her daughter.

“Thanks! Even though I nearly took over Equestria and nearly destroyed the Crystal Empire.” Twilight again acknowledged while looking aside still ashamed of herself.

“Oh honey, we’ve all made mistakes.” Night Light reassured his daughter that all is forgiven at least between her loved ones as he places a hoof on her chin to get her to look at them. “At least you came around before we truly lost you.”

“That’s right.” Twilight Velvet chimed in as she placed a hoof on Twilight’s shoulder. “Not everypony in your hooves would have done what you did.” She added referred to her rescue of her friends to save all of Equestria while sacrificing her own life to do so. “You really a true hero which everypony here knows.” She complimented who lifting a hoof directed at the princesses and her friends who all smile in agreement with her mother’s words.

Twilight smiles very touched by her mother’s words as she looks at everypony close to her. “At least now I can truly make good on my promise now that I’m the Princess of Friendship.” She vowed as she looks on with a confident expression. “A true princess who will always have her friends backs no matter what happens.”

Twilight then looks on in the room as she begins to sing.

“I never thought the day would come

Where I would be able to amend the fences that I once broke.”

She sang as she reflected on the heartbreak of being abandoned at the wedding rehearsal, with her hurt expression turning into a more bitter and resentful look when she ran away to stage the train accident to become Midnight.

As she turned around as she sang she bumped into Cadance who encouragingly smiles for her choosing to do the right thing by turning herself around.

“I never thought I would have this chance

To redeem myself and pick up right where I left off and make a friend.

And all it took was somepony that I cared for, for me to find the light in the dark.”

She sang as she faced Cadance the pony who managed to bring out the light in the dark from within.

“Don't ever think that it might be too late

You don't have to wait, there's no mistakes with the friends you make

A friendship's only made of what you bring

And if you do it right, you can do anything.”

Cadance sang as she led Twilight outside of the castle with the others following behind.

“Just use your eyes

This time, no lies

Just don't disguise

Who you are inside.”

Princess Cadance and the Mane Six all sang together as they marched together down the hallway and down towards the double doors leading the chariot where the royal guards are waiting for Twilight.

"Because your friends are always there for you

You don't have to be the same for friendship to be true

Because your friends are always there for you

Around the world, it's still the same

Together you have more to gain

There's nothing that a friend won't do."

The Mane Six and Cadance all sang together as the royal guards guarding the doors opened the doors as Cadance and Twilight walked down side by side until letting Twilight approach her chariot on her own with the Mane Six following after her.

Everywhere you go

Friendship there will grow

When you find it, it's the key

Friends can change the world, you see."

Twilight and the girls sang as she gets in her chariot.

"Everywhere you go

Friendship there will grow

When you find it, it's the key

Friends can change the world (ah-ah)

Friends can change the world, you see

The girls all sang as Twilight's chariot takes off as the royal guards escort her down the walkway as Twilight sings to another tune.

“Life in Equestria shimmers.”

Twilight sang as she continues to wave to the crowd.

“Life in Equestria shines.”

Twilight sang as she caught a bouquet of flowers from the crowd. Once she saw the girls ahead of her, skipping in a trot, she jumped off the carriage and joined them as she continues singing.

“And I know for absolute certain…”

She sang as the girls trotted side by side with her.

“That everything (that everything)

Yes, everything (yes, everything)

Yes, everything is certainly fine

It’s fine.”

Twilight sang as she stopped in the middle of the walkway while raising a hoof up into the air as she proudly trots off into the distance Princess Celestia and Princess Luna look on in pride at the sight of a new princess they can definitely trust this time around while Princess Cadance and Shining Armor lovingly embrace each as they watch as Twilight celebrate herself as a pony who has redeemed herself from her inner darkness.

“Yes! Everything’s going to be just fine! For good this time!” Twilight happily said to herself as she flies around in the air victoriously while releasing another genuine smile seeing that even though she has quite a road ahead of her into regaining everypony's trust for her actions as Midnight Sparkle she is definitely and absolutely certain as she sang word for word through her song that everything will turn out fine no matter what happens as time goes on as she has got the Princesses, her brother and her friends to have her back no matter how bad things get between them or whenever things look bleak in the darkest hour as the light will always emerge victoriously from within the dark it resides in.

Author's Notes:

In this final chapter, we have a repeat of the coronation from Magical Mystery Cure with the only difference being this is Twilight's crowning moment as she is being praised for her heroism in defeating Lord Tirek and welcomed back with open arms and hooves and with a reprise of "Life in Equestria." and an added song of "Friends Are Always There For You." with some altered lyrics between Twilight and Cadance compared to Twilight and Starlight later on in canon as this story comes to a close.

A nice Bittersweet Ending to this story as even though everything works out in the end the emotional wounds and scars from this story will still largely be felt throughout the rest of their lives not to mention Twilight has a great understanding that she is going to have answer for everything's she done as Midnight Sparkle but will have her friends and family backing her up every step through.

So thanks to all of the readers who all enjoyed my story and I hope that someone will eventually will make a page for this story on TV Tropes, because I really think the main Villain Protagonist makes a real great Magnificent Bastard candidate who really fits all of the check-marks for the requirements of that trope along with being Evil is Cool.

Also feel free to make fanart of it, and I give anyone permission to make a fanmade comic of this or make a nice fitting cover image for this story, just show me through email the the character designs and image proposal before you do.

So until my next story which I'll let you all know when I release it read on and enjoy.

Light and Dark

by MXCDarkHorse2020

Prologue: Start of Darkness

Chapter 1: Crystal Empire Part One

Chapter 2: Crystal Empire Part Two

Chapter 3: Too Many Pinkie Pies

Chapter 4: One Bad Apple

Chapter 5: Magic Duel

Chapter 6: Wonderbolts Academy

Chapter 7: Spike at Your Service

Chapter 8: Keep Calm and Flutter On

Chapter 9: Game Ponies Play

Chapter 10: Magical Mystery Cure

Chapter 11: Princess Midnight Part One

Chapter 12: Princess Midnight Part Two

Chapter 13: Princess Midnight Part Three

Chapter 14: Princess Midnight Part Four

Chapter 15: Castle Mane-ia

Chapter 16: Power Ponies

Chapter 17: Bats

Chapter 18: Rarity Takes Manehattan

Chapter 19: Rainbow Falls

Chapter 20: Pinkie Pride

Chapter 21: Three's a Crowd

Chapter 22: It Ain't Easy Being Breezies

Chapter 23: A Leap of Faith

Chapter 24: Inspiration Manifestation

Chapter 25: Equestria Games

Chapter 26: The Kingdom Part One

Chapter 27: The Kingdom Part Two

Epilogue: A New Beginning