Tartarus Infernum

by Sunderbraze

First published

When the Gates of Tartarus are destroyed, Celestia must assemble an elite team to protect Equestria.

When the Gates of Tartarus are shattered by a cataclysmic explosion, Princess Celestia hurries to assemble a team of Equestria's finest to defend the peaceful nation. Twilight Sparkle and the Elements of Harmony are joined by an unlikely collection of twelve allies — some familiar, some obscure — to form the Equestrian Elite, who are thrust hastily into battle against a series of dangerous foes.
[Note: A new revision of this story is currently under way. It will include significant grammatical and writing style improvements, along with a new cover and new illustrations. It is scheduled for release in early 2014. However, the overall story itself will not change. Feel free to read it now, or favorite it to be notified when its new version comes out. Enjoy!]

Chapter 1 - Sundering

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This story has a background music system intended to enhance the reading experience. Simply open these links in a background tab (middle mouse click):


Each time you see one of these prompts, close the music that is currently playing, and replace it with the new one. This can provide a more immersive reading experience.

Special thanks to Mindblower for the music system, and for inspiring me to write again!

The following events take place after the end of Season 2, before the start of Season 3.


Princess Celestia could not think of the proper words to describe her frustration. Flying high above the rolling plains of the Dream Valley, hundreds of miles east of her tempting bed in Canterlot, Equestria’s ruler was tirelessly searching the land below.

Following the traditional phases of the month, her sister, Princess Luna, had darkened the moon, leaving only starlight to dot the midnight skies. This only hindered Celestia’s search.

“Where did you run off to this time?” Celestia thought, scanning the endless fields of grass. She was now many miles southwest of the closest city, Fillydelphia; the bustling metropolis left only a faint glow on the horizon behind her. She had no need to search cities—if what she was looking for was there, she would have been informed by droves of panicked citizens.

Almost twelve hours ago, during an uneventful luncheon in Canterlot, Celestia had failed to make her weekly telepathic contact with Cerberus, the massive three-headed dog tasked with guarding the Gates of Tartarus.

“If he’s just wandered off, why have no sightings been reported?”

Celestia’s thoughts had become more and more worrisome. The last time Cerberus had failed to make contact, he had been found hundreds of miles away, roaming around the small town of Ponyville. A faithful student of Celestia, Twilight Sparkle, had recognized him and promptly returned him to his place of guardianship in front of the Gates.

This time, despite hundreds of lost dog fliers and the National Guard being placed on alert, Equestria has seen neither hide nor hair of the three-headed canine. Hoping to avoid unnecessary panic, Celestia had decided to take matters into her own hooves.

At sunset, Celestia had left guardianship of Canterlot to Princess Luna, quietly departing to search for Cerberus. Being such a large animal, he would be easy to spot in the Dream Valley, which was a long, flat expanse of grasslands between the Gates of Tartarus and Fillydelphia.

“No disturbances of the forests,” the worried princess considered, scanning the distant tree line for signs of wildlife fleeing an oversized three-headed dog. “And not a single paw print anywhere in the valley… it’s like he just vanished!”

Becoming increasingly concerned, Celestia decided to investigate the unguarded Gates of Tartarus. She tilted her wings to the left, banking towards the southwest and flying in that direction for an hour.

Surrounded by dense forests on every side, three mountains stretched into the southern horizon, leaving a small valley in the middle of them. As she neared the Tarus Mountains, details of the valley between them started to take shape. A great wall was first to come into view—it was hundreds of feet tall, and spanned many miles between two of the mountains. It was made of beige stone, and was lined by hundreds of white columns. Carved into the top of each column was a relief sculpture of a bull’s face.

“There it is… Tartarus,” Celestia thought. She gradually lowered her altitude and came to a landing roughly thirty miles away from the great walls, pausing to observe them for a moment. At the very center of the structure, there was a long section without columns.

That section was the Gates themselves. It was a simple mechanism on a massive scale: a cylindrical stone hinge in the center of the section of wall allowed for it to rotate open when presented with a powerful magical force, but it had not been opened this way for many thousands of years.

The mountain prison of Tartarus—known vaguely to historians of Equestria as the Gates of Tartarus—housed many ancient evils that once threatened the kingdom’s harmony.

Celestia sat down in frustration, pondering the situation. Cerberus had faithfully guarded the gates for nearly two thousand years, but it was a common misconception that he was there to keep the imprisoned from escaping. His purpose was the exact opposite: to scare away any curious beings that dared to approach the gates.

“Nothing can frighten him away," Celestia thought, taking a deep breath. "But he is easily distracted..." Her sparkling mane flowed in the warm summer nighttime air, free of the usual restrictions of her crown. In favor of flying faster, she had abandoned her royal adornments back in Canterlot.

Celestia exhaled heavily. Finding a new guardian would be difficult. Cerberus had been a nearly perfect candidate—he was immortal, kind to the few he knew, suspicious of anyone he didn’t recognize, and able to respond with a telepathic woof when Celestia would check in with him. His only downfall was his distractibility. He would chase a ball halfway across Equestria if someone had known how playful he was at heart.

Celestia had fallen so deep in thought that she almost didn’t notice a sudden streak of green light in the sky behind her.

Something was approaching!

She jerked her head upwards, nervously tracking the green projectile with her eyes. Her heart began to pound with anticipation—it was moving too fast to be anything but a ball of magical energy, and it was sailing over her head towards the walls.

Celestia anxiously spread her wings, and her horn began to glow with a magical golden aura. She was preparing a counterspell in an attempt to intercept the attack. Before she could fire it, the green projectile dramatically increased in speed, arcing downwards and guiding itself directly into the stone hinge of the Gates of Tartarus.

“NO!” Celestia screamed, quickly taking flight towards the gates. The projectile disappeared into the hinge, seeming to accomplish nothing. She paused in midair, anxiously assessing what just happened.

“…It’s too coincidental,” Celestia thought, considering the possibility that she was worrying over nothing. Suddenly, chills began to run up her spine, and a peculiar tingling sensation vibrated through her horn.

A low sucking sound became audible, as though air was rapidly being pulled into a small space. There was no wind, though—only the strange tingling sensation in her horn. She realized after a few moments what was happening.

“This… this isn’t possible…”

Magical energies for miles in every direction were being sucked into a single spot. Celestia’s eyes widened as she traced its source—a powerful buildup of energy was condensing itself, right in the center of the hinge!

Celestia frantically conjured a golden sphere of protective magic around herself as the sucking sound amplified greatly. The stone hinge was now glowing pale green, and the ground below was starting to rumble in reaction to the vibrating hinge.

Suddenly, the sucking stopped. For a few seconds, an eerie silence fell over the Dream Valley.


In a flash of emerald light brighter than the sun, the Gates exploded violently. The resulting shockwave struck Celestia head-on and knocked her into the air, shattering her golden shield. Debris of all shapes and sizes hailed her body as she struggled to flap her wings enough to stabilize herself.

Squinting furiously, the princess resisted the assailing dust storm long enough to notice that the entirety of the Gates had been blasted into pieces, some of the larger ones still raining from above.

"Who? Why? How?!" Celestia’s mind raged with unanswered questions as she tried to avoid the flying chunks of stone. In a desperate bid for her life, she called upon her immense power, trying to create another barrier. Successfully conjuring another shield of golden energy around herself, she hovered in place against the overwhelming storm of debris for a few moments.

Suddenly, a large section of marble bearing a cracked bull relief slammed into her shield from above, causing it to shatter into fragments of energy. It hit the princess in the side of her face, sending a flurry of stars dancing across her vision. Incapable of keeping herself in flight, she was swept away with the dust storm, falling to the ground and striking the back of her head.

Despite Celestia's attempts to hold on, consciousness slipped away from her mighty grasp.

Chapter 2 - Turbulence

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Almost two hundred miles away, in the small town of Ponyville, nearly all of the inhabitants slept peacefully. There was only one light on—a soft glow from the top window of the local library. Inside, a restless purple unicorn was going about her astronomy observations.

“Only an hour left of clear skies,” Twilight Sparkle sighed to herself, slightly delusional from a lack of sleep. She grinned happily, taking a break from the telescope to stare longingly at the sky through the hole in the roof. “New moon, no clouds… so perfect…”

Twilight poked her eye back into the telescope, calibrating it precisely to view a lone yellow star.

“Wait for it…” she whispered. Her violet eyes were becoming bloodshot. “Wait for it…”

At the top-right edge of the little star, a tiny black dot moved into view. Twilight squealed in delight—her horn glowed with a translucent aura of purple light as she cast a spell, telekinetically seizing a quill and ink from the table behind her. Without removing her eye from the lens, she inked the quill and began to scribble her observations onto a piece of paper.

“Fifteen inch magically-enhanced refraction telescope,” she mumbled, writing down the specs of her equipment and the coordinates of her finding. “Gas giant… hmm… Spectograph reports seventy-five percent hydrogen, twenty-four percent helium, by mass… likely a dense core, many satellites… possibility of life as we know it… zilch…”

Twilight sighed at the plateau of her discovery; another planet is all well and good, but it was just another gas ball floating around in space.

“What should I name you?” Twilight asked the planet, watching its silhouette slowly sail across the bright yellow star behind it. “Let’s go with… hmm… oh no!”

Twilight yelped—the library suddenly rumbled, causing her telescope to veer away from its target. She struggled to hold it in place, but ended up falling off of her stool and landing on her back with a thud.

“What in Equestria was that?” the bewildered librarian asked loudly, sitting up on the wooden floor and looking around in confusion. The rumbling had stopped as suddenly as it began, but it had made a mess of the observatory. Some books had fallen from their shelves, and a ladder had tumbled to the floor. On the desk behind her, ink had spilled from its container all over her paper. Her heart immediately sank.

“No, no, no, no!” Twilight moaned. She angrily lifted the paper away from the spilled ink, but the damage had been done. Ink was now dripping from the corner of the page, and it blotted out nearly all of her writing.

“Mmm… what’s all the hollerin’ about?” a juvenile voice asked from the loft above her. Twilight looked sadly at her baby dragon companion, telekinetically holding up the ruined paper for him to see.

“…Use a weak liquid attracting spell,” Spike mumbled tiredly, yawning and returning to his bed.

The dumbfounded Twilight stared at the edge of the loft, where Spike once stood. "Why didn't I think of that?" she wondered, her eyes going in and out of focus. Shaking her head to wake herself up, she smiled and cast the spell, watching as most of the spilled ink lifted itself from the paper, the floor, and the desk.

A light shadow of dried ink remained on her paper, but the writing it had once concealed was now legible. Globs of ink now floated in midair, suspended by violet energy. She dropped the ink into the wastebasket and laid her paper back on the table.

“Spike always has brilliant moments when he’s half-asleep,” Twilight sighed, her eyelids feeling heavy. “How come I only have mine while fully awake…?”

Twilight lifted her stool up and sat upon it, preparing to copy the notes onto a new sheet of paper. Before she could complete the paper’s title, a wave of tiredness washed over her. Unable to organize her thoughts, the exhausted unicorn planted her face into the desk with a loud thump.

As Twilight sank into slumber, another pony, less than a mile away in a bright red barn house, was just waking up. The bright orange, blond-haired mare rolled out of bed, firmly planting her hooves on the cold floor. She tied her mane, bit down on her hat, and flipped it upwards onto her head.

“An early start to a busy day,” Applejack cheerfully thought to herself. “Wonder if Big Mac’s up yet?”

Applejack’s large red brother, Big Macintosh, was still snoring heavily in the opposite room.

“Must’a pulled a late one last night,” she grinned, quietly exiting her room and cantering down the hall. She skillfully avoided the sections of the floor that squeaked as she descended the stairs and entered the kitchen below.

It was the third day of apple season’s crunch time, as the Apple family liked to call it, where they worked the longest hours to pick up any slack from the previous month. Applejack poured herself a bowl of oats and milk, quickly gobbling them down.

As soon as the clock on the wall struck 5:00A.M., she tossed the bowl into the sink and exited the Sweet Apple farmhouse.

Applejack cantered towards the tool shed, pausing on her way to begin a series of morning stretches. She stretched each of her legs, bucking in place a few times to warm her muscles for a long day of work. As she rotated her neck, and continued walking, something odd in the eastern sky caught her attention. She paused again and stared at it—something was out of place among the morning sun’s early lights.


A sizable portion of the sky was dark green, centered on a bright emerald cloud. It was shaped like a mushroom, and had several rings around its lower half.

“What’n tarnation?” Applejack wondered aloud, her eyes widening at the green cloud. “That ain’t no storm cloud… we ain’t s’posed to have rain ‘til Tuesday! …And it’s green!”

She stared at the ominous cloud for a few seconds, knowing immediately that something was wrong.

“Ah’d better get Rainbow Dash in on this,” Applejack nervously decided. Mushroom-shaped clouds were not something she saw very often, let alone green ones. If anyone knew what it was, her pegasus friend from the weather team would.

Applejack lowered her head and broke into a swift gallop, exiting the farm and hopping onto the path towards Ponyville. She took a detour before reaching the town, heading north around the outskirts, where several cloud-crafted pegasus homes were organized into an airborne neighborhood.

For a few moments during her trip, Applejack wondered if she was overreacting, but a swift glance to the right at the strange-looking horizon reminded her that this was no joke. Rainbow Dash’s home was just ahead; Applejack came to a halt and hollered up towards the cloudy building.

“Rainbow Dash!” she called out, hoping not to wake the neighbors in the process. “R-D! Wake up, this’s an emergency!”

“Wha?” a pegasus’s voice answered after a few seconds. A light turned on in one of the windows.

“R-D!” Applejack repeated quickly, relieved to hear a response. “Wake up, ya gotta see this!”

The bright blue pegasus lazily hovered out of the window of her cloud home, yawning and stretching as she descended. Her rainbow-colored mane was frazzled and matted against the left side of her face.

“What time is it?” Dash asked in between yawns, landing across from Applejack.

“Hay if I know,” the worried Applejack replied, pushing a hoof into Dash’s cheek and rotating her head towards the east. She lifted her other hoof and pointed at the odd mushroom cloud. “Look yonder!”

Dash looked in the general direction for a moment, blinking at the sight of the ominous horizon. She blinked again and rubbed her magenta eyes with her hooves. “…A mushroom cloud?” she asked, dumbfounded. “What the…?”

“You’re the expert on clouds, sugar cube,” Applejack reminded her. “What’s it mean? Ah’ve never seen anythin’ like it before… And it’s green! Clouds ain't supposed to be green!"

“I’m not sure about the green…" Dash replied, starting to sound excited. "...But a mushroom cloud usually happens when something really, really big exploded!”



Applejack warily raised an eyebrow at Dash. “Uh, usually, an ‘asplosion means somethin’ bad’s happened…”

“I dunno,” Dash shrugged. “I think we should go check it out!” Without waiting for a response from Applejack, she took off towards the eastern horizon.

“Typical Rainbow…” Applejack took a deep breath in annoyance and galloped after her. To her surprise, Dash suddenly halted in mid-flight, giving her a chance to catch up.

“What the hay is that?” Dash asked, squinting at the horizon in the direction of the cloud. The purple, orange, and green skyline was slowly becoming fuzzy. “Is that…?”


It was birds—tens of thousands of birds, of all shapes and sizes, were flying towards her. Dash hovered in place for a few moments, watching in disbelief as they swarmed above and around her. They were squawking in panic, fleeing towards the west.

“What’s got their feathers in a bunch?” Dash wondered aloud.

Applejack waved to her from below. “Ah’ll betcha it’s got somethin’ t’do with that cloud!” she called out.

“Hey!” Dash hollered, ducking as an eagle’s talons almost grazed her ear. “What’s wrong with all of you?!”

“Catch one of ‘em!” Applejack shouted up to her. “Catch ‘em, and we’ll take ‘em to Fluttershy!”

Dash nodded in acknowledgement and swooped upwards into the flock of birds, choosing a panicking red-feathered hawk. “Take it easy, big guy,” she told him, holding the squirming bird steady in her hooves. “You’re gonna tell us what’s goin’ on!”

Applejack followed below as Dash carefully flew at a lower altitude, dodging the oncoming swarm of westbound fowl. They took a shortcut through the town, which was beginning to stir for the morning. Ponies with early jobs were already going about their work, many of them pausing to stare at the bird-filled sky. Such a massive migration was a strange sight in the middle of July, and the birds were uncharacteristically worried.

“Wow, look at ‘em go!” a grey, blonde-maned pegasus exclaimed. One of the birds crashed into her, sending her saddlebag full of letters spiraling to the ground. “Oh no!”

Dash swooped over her head, further scattering the poor mail-mare’s charges. “Hi, Rainbow Dash!” she called out, waving. Right when she turned to start picking up her scattered letters, Applejack nearly bumped into her, trying to keep up with Dash. “Oh my gosh, are you guys having a race?!” Now oblivious to the swarming birds overhead, the grey mare started cheering for Rainbow Dash.

Reaching Fluttershy’s small cottage on the edge of the Everfree Forest, Dash circled around and flew directly into the back window, causing it to fly open with a loud thud.

“Oh my gosh!” the pink-haired pegasus squeaked, falling out of bed in surprise. “Dashie? What’s going on? Is there an emergency?”

Dash whipped around and held the struggling bird towards Fluttershy.

“Quick! I need you to talk to the bird! Find out what’s going-“


“My, my, there’s no need for such language,” Fluttershy gasped, her eyes widening at the chirping hawk in Dash’s hooves. She stood up and approached them slowly. “Calm down, little friend, tell me what’s wrong…”

The bird cawed angrily, continuing to squirm in Dash’s hooves.

“Oh, um,” Fluttershy said, pausing. “…You can let him go, Rainbow…”

Dash hesitantly released the bird; he quickly took flight and hovered over to Fluttershy, perching on the yellow pegasus’s right wing. He twittered at her few times, finishing his sentence with an angry chirp.

“Yes, I can see Rainbow Dash kidnapped you,” Fluttershy responded. “I’m sure she didn’t mean to…”

The bird narrowed his eyes at his kidnapper; Dash shrugged guiltily.

“Did Ah miss anythin’?” Applejack asked, poking her head into Fluttershy’s window. The hawk resumed his chirping, making wide gestures with his wings.

“Wait, what did the others say?” Fluttershy asked, her eyes widening again. He repeated himself, flapping his wings several times. “Oh my…”

“What’s he saying?!” Dash asked impatiently; the bird scowled at her.

“There was a big explosion,” Fluttershy squeaked nervously. “They’re all fleeing a scary explosion from… Wait, where was it?” The hawk chirped twice. “Oh, from the Dream Valley…”

“Dream Valley…” Dash said, pondering the location. “I think that’s south of Fillydelphia… But I don’t think there’s anything out there, just miles of boring grass...”

“Nothin’ that Ah can think of,” Applejack added. “Ah think Ah passed through there once ‘n mah trip to Manehattan, but then it was straight north from there…”

“What should we do?” Fluttershy asked concernedly. “The poor birds are scared out of their minds…”

“We’d better check with ‘Twi before goin’ anywhere,” Applejack responded before Dash could suggest otherwise. “C’mon y’all, let’s see if she knows what could’a made that big 'asplosion...”

“Heh, right… maybe we should let him go, too,” Dash agreed, guiltily eyeing the hawk. He squawked at her angrily and flew through the window back into the sky, which was still fuzzy with fleeing birds.

“I do say, they seem to be in quite the rush,” a glamorous unicorn commented, watching the swarming birds from the doorway of Carousel Boutique. She adjusted her head, allowing her silky purple mane to flow unhindered in the morning breeze while she walked downtown.

“Oh-oh, Rarity! Over here!” a chipper voice called out to her. "Look at this!" Rarity followed the voice, raising her eyebrow suspiciously; a bouncy pony with a poufy pink mane was tossing small bits of candy to the birds in front of Sugarcube Corner.


“Ah, um,” Rarity replied, watching Pinkie Pie reach into her saddlebags for another hoof full of candy. “…I’m fine where I am, Pinkie dear.”

“Feed the birds!” Pinkie cheered, tossing a box of chocolates into the air for her winged crowd. “Toffies are yay!”

Rubbing his eyes, Spike came wandering down the road, pausing to gape in astonishment at the swarm of birds around Pinkie. As she tossed another hoof full of candy into the air, the baby dragon eyed a piece, his mouth watering.

Spike increased his pace, preparing to dive for it—to his dismay, a brown finch intercepted the candy in midair, carrying it to the rooftop of Sugarcube Corner and gobbling it up.

“What’s with all the birds, you guys?” Spike asked curiously, keeping his eyes peeled for any un-nibbled candies as he entered the town square.

“I have no idea,” Pinkie gushed excitedly. “But some of them are really hungry!”

“Good morning, Spikey-wikey,” Rarity said, walking around the rabble of candy-crazed birds at a wide angle and patting the baby dragon on his head. “Did Twilight Sparkle know what to make of this?”

“…I uh, tried to ask her, but she won’t budge,” Spike explained, his cheeks reddening as Rarity gazed into his eyes. “…I think she pulled another all-nighter…”

“How about we go brew her some coffee, darling,” Rarity suggested, dodging a swooping bird and cantering past the dragonling. “Come along, it doesn’t seem very… sanitary… outside today.”

“Aw, but it’s just a bunch of birds,” Spike protested, eyeing Pinkie Pie’s saddlebag full of candies. “It’s weird, but that doesn’t…” He paused, looking down—his right foot had landed in a suspicious white splatter.

“...Coming!” Spike hollered, backpedaling and turning to chase after Rarity. She hastily approached the library and used a burst of cyan magic to open the door, cantering in and making a beeline for the staircase.

“Just need to borrow your mirror, Twilight,” Rarity said quickly, galloping past the sleeping unicorn and up the second set of stairs towards her loft.

Twilight’s head rolled off of her hooves as her friend passed her, but she didn’t wake up.

“Silly… birds…” Spike muttered, rigorously wiping his foot on the doormat. He turned and headed for the kitchen, seizing a large glass pot and placing it under the tap. Waiting for it to fill, he gazed out the window at Pinkie Pie, who was wandering down the road, tossing beak-sized bits of soft candy over her shoulder.

An idea suddenly dawned on the young dragon. He pushed open the window and hollered, “Hey, Pinkie! Want to have some coffee with us?”

“Oh boy-o-boy-o-boy!” the excited pony gushed. “There’s always room for coffee!”

Thrilled by his own brilliant scheme, Spike turned around to put the coffee pot onto the stove, bumping into someone’s chest.

“H-how did you…?” Spike started to ask; Pinkie stared at him eagerly. “…Never mind…” He walked around her and placed the pot onto the stove, turning it on and igniting it with a cough of green fire.

“Aw, it’s not ready yet,” Pinkie observed, watching Spike approach the coffee grinder.

“It’ll just be a minute or two,” Spike replied quickly, eyeing her saddlebags full of candy. “...Um, Rarity is upstairs, wanna see if you guys can wake up Twilight?”

“Okie-dokie-lokie!” Pinkie exclaimed, bouncing over to the staircase and calling out in a singsong voice. “Twiiiiiiii-light!”

“Drat,” Spike muttered, hoping she would leave her saddlebags downstairs. He started grinding the coffee beans, brewing a new plan to get his claws on her candy.

“Wake up, sleepy-horn!” Pinkie said cheerfully, poking Twilight’s horn with her hoof and giggling. “I’ve got some candy with your name on it!”

Spike growled as he heard that, increasing the pace of his grinding.

“Pinkie, you don’t see any more feathers in my hair, do you?” Rarity asked, observing her mane and tail carefully in Twilight’s mirror.

“Nope!” Pinkie replied without looking, sitting down next to Twilight and poking her in the side.

“She’s out cold, sweetie,” Rarity shared, breathing a sigh of relief and walking down the stairs from Twilight's loft.

“Sounds like we should warm her up!” Pinkie deduced, looking sideways at the sleeping unicorn. “Got any blankets? Oh, oh! We could have a slumber party at Twilight’s house!”

“I’m sure a nice cup of coffee will warm her up just fine,” said Rarity, sighing at her friend’s antics and sitting down across from her.

“Breakfast is served, ladies,” Spike announced, walking up the staircase with a platter of coffee-filled teacups. Pinkie zoomed over to the stairs, meeting him halfway and seizing the handle of two cups with her mouth. She zoomed back to Twilight’s table, placing one of the cups next to her and drinking the other.

“Thank you very much, Spike,” Rarity said, using her magic to lift a cup from the dragon’s platter.

“Uh… Pinkie, I just finished making that,” Spike said worriedly, watching Pinkie gulp down her cup of coffee and turn to grin at him.

“Mmhmm!” Pinkie agreed cheerfully. “Everything’s always best when it’s fresh out of the o-aaAAHHH!” She suddenly opened her mouth wide and exhaled a massive burst of fire, singing Spike’s green hair.

“…Slow sips, dear,” Rarity giggled, watching Pinkie pant heavily for a few seconds.

“Twilight!” an accented voice called from downstairs. “Twilight, are ya there?”

Moments later, Rainbow Dash burst into Twilight’s balcony door, followed shortly by Fluttershy. They landed in the middle of the room, and Applejack came cantering up the stairwell.

“Hi girls!” Pinkie exclaimed, instantly recovering from her fire-breathing episode. “Are you here for the slumber party?”

“Uhm, no,” Applejack replied, heading over to join the group surrounding the sleeping unicorn.

“Wait, there was a slumber party? And you didn’t invite me?” Dash asked in mild annoyance.

“The only slumbering partier here is Miss Sparkle,” Rarity explained, using her cyan magic to nudge Twilight with the cup of coffee resting next to her.


“Mmm…” Twilight moaned quietly, stirring in her chair. The scent of the fresh coffee flowed into her nostrils; she slowly opened her eyes, flinching at the six pairs of eyes that were fixed on her. “Uh…”

“Good morning Twilight!” Pinkie said happily. “We’re having a slumber party!”

“A… what?” Twilight asked confusedly, sitting up and looking around. She noticed the cup of coffee next to her, and immediately seized it with a flash of violet magic, taking a slow sip.

“Twi’, somethin’ big’s happenin’,” Applejack informed her quickly. “There’s been some kinda ‘asplosion, or somethin’ like that…”

“Explosion?” Twilight asked, blinking at Applejack. She sipped her coffee again, trying to wrap her head around what was going on. “…Where? How big was it?”

“Somewhere in the Dream Valley!” Dash added, taking flight as she spoke. “We saw the smoke cloud from it this morning! It was a huge mushroom cloud in the east!” Hovering in place, she traced the shape of a mushroom with her hooves.

Twilight blinked, noticing the receding swarm of birds as her eyes travelled to the windows.

“An explosion…” she thought. “…Was that what I felt last night?”

“The birds are all flocking north because it scared them so much,” Fluttershy continued concernedly, joining Twilight in gazing at the flocking fowl.

“That’s why they came?” Pinkie asked disappointedly. “I thought they wanted free candy!”

“Candy?” Twilight raised an eyebrow at Pinkie.

“No, but I sure want some…” Spike muttered, cleaning up some of Twilight’s books that lay on the floor.

To his surprise, Pinkie tossed him a hoof full of candy. “Why didn’t ya say so, silly?” she laughed, watching him scramble to collect the scattered pieces from the floor.

“Hold on, let me see if I got this straight,” Twilight said, shaking her head a few times to clear it up. “There’s been a big explosion, and now lots of birds are fleeing to the west?” Her five friends nodded in confirmation.

“The mushroom cloud, what color was it?” Twilight continued, turning towards Dash. “Was it black, like regular smoke?”

“Dark green,” Dash replied pensively. “…What’s that mean?”

“It was definitely a magical explosion, then,” Twilight deduced, standing up and heading to her bookshelves. “The Dream Valley is almost two hundred miles away! If you girls could see it from here, then it had to be pretty big…”

“Mighty good thing there ain’t nothin’ out there,” Applejack commented. “Just a bunch’a grass, Ah reckon.”

“An explosion of that size must’ve left a big crater, too…” Twilight’s horn glowed as she reached out in search of a book—one of them flew from the shelf, landing on the table behind her. The cover read Dangerous Magical Mayhem. “This should tell us what we need to know...” she continued, sitting back down and opening to the table of contents.

Before Twilight could begin reading, Spike suddenly belched up a mouthful of green fire, incinerating the candy he had just finished collecting. His eyes began to water as he looked at the pile of leftover ashes in his hand.

The six mares turned their heads to notice that the dragonling had coughed up a small piece of paper.

“Uh oh,” Dash exclaimed, scooping up the note and reading it quickly. “Princess Celestia needs us to meet her at Canterlot Tower immediately!”


“Let me see that!” Twilight said worriedly, using her magic to pull the letter from Dash’s hooves. “...It doesn’t have her usual seal or anything… it’s just a note with her signature!”

Twilight Sparkle and friends, please meet me in Canterlot Tower immediately. Emergency.

“Ah’ll bet mah hind legs it’s got somethin’ t’do with the explosion!” said Applejack, trying to read the note over Twilight’s shoulder.

Spike suddenly belched up a second piece of paper—Twilight seized it quickly and unfolded it.

“Weird, this must also be from the princess,” she remarked, her eyes darting across a series of strange symbols etched in a typographical formation. “But it doesn’t have a message on it… it’s just a… spell glyph?”

“Sending us an urgent summons and handing out next week’s homework?” Rarity asked in confusion. “…I don’t understand…”

“I don’t think this is homework,” Twilight answered, carefully reading the symbols—she mumbled to herself while trying to discern the spell it contained. “I think this is a teleportation spell, but the matter stream requirements and the p-field propagations are six times the normal size… and the destination is embedded in the glyph itself! But where is the destination…?”

“…Come again?” Applejack asked, speaking for everyone in the room.

“Oh, oh! It’s a spell that’ll send us all to Canterlot!” Pinkie said excitedly.

Twilight ignored her for a moment. “…the x-y axis is relevant to topographical coordinates, and I think the z axis is based on sea level… wait…” she looked up from the scroll in pure astonishment. “Pinkie, you’re right! How did you know this spell would take us all directly to Canterlot!?”

“Duh, it says so on the back!” Pinkie replied cheerfully, pointing a hoof at the opposite side of the glyph.

“…Oh,” Twilight replied, flipping it over. While she had been obsessively studying the spell on the front, she had missed the small text on the back.

Emergency Canterlot Portal, Seat 6

“Is this spell safe?” Rarity asked, glancing over Twilight’s shoulder. “It sounds a little dangerous…"

“I’ve used glyphs before—as long as you read them right, they can make complicated spells easy to perform,” Twilight explained, checking the back side of the glyph for any other notes. “The only reason they’re so rare is because they’re really complicated to make! Princess Celestia must have made this specifically for us!”

“S-so you can teleport us all to Canterlot…?” Fluttershy stuttered nervously, unsure about the idea of teleporting over sixty miles. Teleportation didn’t often involve distances greater than a few yards—that was common knowledge. “W-well, I trust you, Twilight…”

“Wait! Are you sure about this?” Dash asked, before Twilight had a chance to respond to Fluttershy. “I don’t, y’know… teleport very often!”

“Don’t worry, girls; I’m sure this will work!” Twilight said, draining her cup of coffee and ignoring the burning sensation. “Besides, this sounds like a pretty big emergency…”

“Can I go with you guys?!” Spike asked excitedly.

“Sorry Spike, the glyph is only going to work for the six of us,” Twilight told him. “Maybe next time!” He huffed in disappointment, stomping over towards the staircase.

“Alright then, wha’do we gotta do?” Applejack asked. All eyes fell on Twilight as she continued to read the glyph.

“I’m going to stand in the middle… you just have to stand in a circle around me,” Twilight directed, reading the scroll as she walked to the center of the library. Applejack, Rarity, and Pinkie Pie circled up around her, followed by a reluctant Fluttershy.

“You’re one-hundred percent sure this’ll work, right?!” Dash asked again, staring worriedly into Twilight’s eyes. She was even more concerned about it than Fluttershy.

“Calm down, Rainbow,” Applejack chuckled. She placed a hoof on Dash’s shoulder and pulled her into the circle around Twilight. “Ah’m sure Twi wouldn’t put us in harm’s way.”

“I agree,” Rarity added supportively. “We have to trust our friend!”

“Trust me, it’s tons of fun!” Pinkie cheered, though Dash’s forehead continued to bead with nervous perspiration as she nodded in agreement.

“Okay, girls… Let’s get going!” Twilight said, dropping the glyph to the floor in front of her and starting to read it sequentially. Power began to course through her body, and her horn began to glow with a very bright aura of purple energy. The aura turned into a magical field, surrounding her and her five friends.

Twilight narrowed her eyes, focusing carefully on the glyph and reading the spell verbatim.

“Wake me when it’s over…” Dash gulped, closing her eyes.

With a blinding flash of purple light followed by a powerful CRACK, the six mares disappeared. The glyph was incinerated, producing a small pile of ashes on the floor where it once lay.

“Of course, leave me to clean up the mess…” Spike grumbled, seizing a broom and starting to sweep up the ashes.

His anger would be short-lived—Pinkie had left her candy-laden saddlebags on the table.

Chapter 3 - Canterlot Tower

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“Ugh, that felt weird,” Twilight mumbled, feeling a heavy head rush from the surge of energy.

She blinked a few times, regaining her eyesight and observing their surroundings. They were standing in the middle of the Canterlot Gardens, surrounded by tall hedges and statues. The towering marble buildings of the city rose in the distance, their golden rooftops gleaming in the morning sunlight.

“Whew-wee,” Applejack exclaimed, shaking her head to clear it up. “That was mighty fun! Sure beats takin’ the eight-hour train!”

“…I’ll pass,” Rainbow Dash replied warily. “That felt way too freaky.”

“We won’t be doing it again anytime soon,” Twilight told them, breathing heavily and sitting down in exhaustion. “That took a lot out of me...”

“Can you walk, dear?” Rarity asked concernedly, brushing her forearms off.

“I think… I just… need a minute…”

“No time to lose, girls!” Dash said, seizing Twilight around the waist and lifting her into the air. “Princess Celestia said to meet us in Canterlot Tower!”

“Um… which tower is Canterlot Tower?” Fluttershy asked, hovering into the air and looking at the numerous skyscrapers. “…Aren’t they all Canterlot towers?”

“It’s… that way…” Twilight instructed, weakly pointing her hoof towards the gardens’ exit. “Head towards the…” She took a deep breath. “…Towards the castle…”

The rest of the girls followed Dash and Twilight’s lead as they exited the gardens, passing two Royal Guards who watched them suspiciously.

“Uh… did you see ‘em go in, corporal?” the white unicorn guard asked his comrade.

“Erm… no, did you?” replied the white pegasus guard. They looked over their shoulders into the deserted gardens, and then back at the girls as they headed towards the Castle Courtyard.

“…Well, um, no need to tell the captain,” the corporal declared, returning to his motionless posture. His pegasus comrade nodded nervously and did the same.

Several Canterlot residents had paused to glare condescendingly at Dash, who carried Twilight through the streets in an awkward position. “She had a rough night last night,” Pinkie cheerfully explained to them. Shaking their heads, they continued their morning routines.

“Over there, it’s that one,” said Twilight, ignoring Pinkie and pointing her hoof at a building on the opposite end of a bridge extending from the Castle Courtyard.

“Ah remember this place,” Applejack said, looking at the jewels on either side of the door. “This’s the hall where the princess keeps the Elements locked up...”

“That’s right,” Twilight remembered, as Dash deposited her in front of the large double-door. Her mind sprawled with questions of what was going on—a massive explosion and an urgent summons to the holding place of the Elements could only mean bad news.

Twilight refocused her attention on the doors, using her magic to weakly push them open.


On the marble floor, in the middle of the hall, the girls saw something that made them gasp in horror.

Princess Celestia lay on her side, a quill and ink sitting next to her on the marble floor. Her crown, necklace, and other royal adornments were nowhere to be found, and she was gravely wounded.

Bruises covered her legs, back, and neck, her wings were folded at an awkward angle, and a trickle of golden blood was running from her mouth. Her hair, which usually flowed and sparkled brilliantly, was motionless and disheveled.

“Princess Celestia!” Twilight exclaimed, snapped awake by a surge of adrenaline. She worriedly broke into a gallop towards the princess, and her friends matched her pace.

“Twilight, thank goodness you’ve come,” Celestia replied weakly, sitting up straight. “I’m afraid the circumstances are far worse than I…” She paused, closing her eyes in pain. “…dare speak of in a letter.”

“Who did this to you, princess?” Dash asked angrily. “Point me at ‘em!”

“All in due time, Rainbow Dash,” Celestia said, wiping her jaw with her forearm. “Something terrible has happened, as I’m sure you all must suspect…” She focused her attention on Twilight with a somber gaze. “The Gates of Tartarus have been destroyed...”

Twilight’s gasped, her eyes widening. “Destroyed?! Who? How?!”

“Hold on, the gates’a what now?” Applejack asked as Celestia shook her head unknowingly at Twilight.

“The name rings a bell, but I’m not sure from where…” Rarity added. Celestia stood up weakly, and began limping towards the far end of the hall—a golden door with statues on either side.

“Allow me to explain,” Celestia said, pausing in pain. A drop of golden blood ran down her chin and landed on the red carpet below her—the girls cringed. She slowly resumed walking. “…Very few know of the horrors imprisoned within Tartarus…”

“The prison itself pre-dates Equestrian history,” she continued, wiping her chin again. “Nopony knows who built it, but Princess Luna and I eventually learned how to use it. Over the past four thousand years, we have been using it to imprison forces of darkness that have threatened Equestria’s harmony…”

“Four… thousand?” Applejack questioned, offering to help the princess walk. “Ah’m guessin’ not many ‘a the prisoners are still around after that long, right?”

“Unfortunately, that is not the case,” Celestia explained, rejecting Applejack’s offer and coming to a standstill. She gazed at the ceiling for a moment before speaking again. “The prisoners of Tartarus are frozen in time... it is the only way to ensure they cannot escape.”

“Frozen in time?” Dash asked, chills running down her spine. “Like, if you go in, you never come out?”

“How is that possible, princess?” Twilight asked, watching Celestia nod at Dash.

“The prison is as ethical as it is efficient,” Celestia continued. “Beyond the Gates was a large time dilation field, covering a several mile radius between the Tarus Mountains…”

“A time dia-what?” Pinkie asked curiously, on behalf of the others. “What kinda field is that?”

“It dilates the passage of time inside the field, right?” Twilight asked—the princess nodded in acknowledgement. “…I didn’t know time manipulation was possible until recently... what’s the dilation factor?”

“Ten to the negative twelfth,” Celestia responded quietly. Twilight’s jaw dropped open in shock.

“I don’t quite follow what you’re talking about, but that sounds like a bad thing,” Rarity observed, noticing Twilight’s disbelieving expression.

“It would be, if you were stuck in it,” Twilight gulped, doing some rapid mental math. “That would make thousands of years on the outside seem like… seconds on the inside…”

“Exactly,” Celestia told her. “Nothing can possibly escape, at least from the inside…”

“But what happens if the Gates are destroyed?” Applejack asked worriedly, getting the gist of what they were talking about. “Does the time-whatsit field still work?”

“The spell that destroyed the Gates has also collapsed the field with its excess energy,” Celestia replied, morbidly shaking her head. “All of the evil creatures imprisoned are now free… Even those that were imprisoned before my ruling, placed there by Discord himself…”

The six mares around the princess gasped in astonishment.

“Discord, put somepony in prison?” Twilight gaped.

“For being evil!?” Rarity added, equally taken aback.

“Correct,” Celestia confirmed, taking a deep breath and wiping her jaw again. “…Neither I nor Luna dared question why someone as rotten as Discord would deem it necessary to imprison such beings... We know absolutely nothing about them, which is why we must proceed carefully…”

“U-um, princess?” Fluttershy stuttered quietly, after a brief silence. “The adorable guardian of the Gates, Cerberus… W-what happened to him?”

Celestia shook her head unknowingly. Fluttershy gasped, mortified.

“His disappearance was what led me to investigate the gates myself,” the princess explained, weakly placing a hoof on Fluttershy’s shoulder. “I was unable to find him, and there is now a massive crater where the Gates once stood…”

“Wait, who hurt you, princess?” Dash asked, realizing that Celestia hadn’t mentioned her injuries. “Was it the monsters from Tartarus?”

Celestia hung her head sadly. “I was caught in the explosion while searching for Cerberus… It shames me greatly, but there was nothing I could do… I had to run…” She sighed painfully. “…And now, they’re all going to escape…” The hall fell silent for a few moments.

“That ain’t yer fault, princess,” Applejack said supportively, stepping forward and placing a hoof on Celestia’s shoulder.
“Yeah!” Dash agreed, landing next her and doing the same. “Don’t worry about it, princess! We’ll send ‘em packin’ in no time!”

“Just like in the movies!” Pinkie exclaimed, bouncing excitedly. “We’ll get to be superheroes!”

“Whaddya say, girls?” Twilight asked, looking confidently over her shoulder at Rarity and Fluttershy.

“I detest few things more than fighting,” Rarity replied, running a hoof through her mane—her face suddenly intensified. “One of those is anypony that would dare threaten our princess!”

“I, um…” Fluttershy said quietly. “I don’t think I detest anything more than f-fighting… B-but…”

“It’s settled,” Twilight smiled, turning back around. “Princess Celestia, you can count on us!”

“I was hoping you would say that,” Celestia replied, smiling weakly and wiping her jaw. She turned from them and approached the vault containing the Elements of Harmony. Celestia inserted her horn into the lock, and in a flash of blue light, the doors swung open.

Carried by an aura of golden magic from Celestia, the Elements floated out of their jeweled box and onto the necks and head of their respective owners.

“I’m proud that you girls wish to defend Equestria once again,” Celestia beamed, pausing to cringe in pain. “But this time, you will not stand alone.”

“Of course not, princess!” Pinkie exclaimed, grinning widely. “We’re never alone, there’s six of us!”

“That’s not what I meant, Pinkie,” Celestia explained, smiling weakly and placing the Elements’ box back into the vault; she closed the doors and turned back around. “I wouldn’t dream of sending you against the evil creatures of Tartarus by yourselves—you haven’t been properly trained to use the Elements of Harmony in battle.”

“Battle?” Fluttershy questioned, quivering. “I… I don’t really like battle…”

“Which is perfectly understandable,” Celestia replied warmly, trying to maintain her smile. “You girls have realized the full potential of the Elements of Harmony, but you haven’t been taught to use their individual powers. They are capable of a great many things.”

“Like what?” Twilight asked curiously, looking at the crown on her head. “The legend says they’re really powerful, but it’s not very specific…”

“Can I use mine to power an oven?” Pinkie asked, tapping her hoof against the balloon sapphire on her necklace. “Making cupcakes on the go would be the best power ever!”

“Can I use mine to get super speed?!” Dash added excitedly, zooming in circled above them.

“Allow me to explain,” Celestia said, raising a hoof to silence them. “Remember when you defeated Nightmare Moon? And when you defeated Discord? That was a finishing move—I call it the harmonic wave. It is the most powerful thing the Elements can do, but do you remember how much it takes out of you?”

“A lot…” Twilight admitted, recalling the first time they used the Elements—they had nearly passed out afterwards.

“Why call it a finishing move, princess?” Rarity asked curiously. “What, precisely, does it finish?”

“A battle with a great foe,” Celestia replied. “Though it is your most powerful move, it is easily dodged or blocked by a cunning foe… It is meant to overwhelm them and purge them of evil once they are defeated.”

“That makes sense,” Twilight pondered. “We were able to beat Nightmare Moon and Discord because they underestimated us… We had the element of surprise!”

“The Element of Surprise?!” Pinkie gushed. “Why didn’t anypony tell me there was an Element of Surprise?! Can I have that one and Laughter?”

“Calm down, sugar cube,” Applejack chuckled, placing a hoof over her friend’s back and preventing her from bouncing in place. “The princess’s tryin’ to tell us somethin’ important here.”

“You’re saying that whatever’s coming out of Tartarus isn’t going to underestimate us?” Twilight asked, encouraging Celestia to continue.

“Indeed, I am afraid not,” Celestia, placing a hoof against her chin and closing her eyes in pain. “I will speak more of the evils of Tartarus soon. First, if you’ll listen for a moment, I’ll tell you everything I know about the Elements of Harmony…”

The girls each nodded, and Pinkie scrunched her mouth in order to keep herself from saying something.


“The Elements were originally discovered not far from here, where Canterlot now stands,” Celestia recited, closing her eyes meditatively. “Deep within this mountainside, there is a crystalline cave that runs for many miles underground…”

“I’ve been there before!” Twilight thought, recalling the cave that Chrysalis had banished her to during the changeling attack on Canterlot.

“…The crystals lining the walls of the caverns are resistant to magic, so it was the ideal place for Discord to hide the one thing capable of defeating him,” Celestia continued. “Princess Luna and I eventually found the Elements, after many years of searching and hiding from Discord.”

“Hiding?” Dash asked, looking sideways at the princess. “Why hide from him?”

“We couldn’t defeat him without their power,” Celestia admitted, opening her eyes and fixing them upon the pegasus. “We tried… he humiliated and defeated us...”

“We know how you feel, princess,” Fluttershy reassured quietly. “H-he tricked us all horribly before we finally stopped him…”

Celestia nodded at her and continued. “Luna and I had planned to split the Elements evenly, but when we found them, only five of them were there. The same thing happened to you girls, did it not?”

“That’s right,” Twilight told her. “The Element of Magic only appears once the other five are gathered together in friendship!”

“Which is what happened, eventually…” Celestia said, closing her eyes. Her tone lowered slightly. “At first, we argued over how to split the Elements. We both agreed that I should wield Kindness and Laughter, and that Luna should wield Generosity and Honesty. It was then that we, ironically, argued over who should wield Loyalty…”

“How did you work it out, princess?” Rarity asked curiously while she paused.

“Well, we both argued that we were equally loyal,” Celestia explained. “But eventually, we got tired of arguing, and just decided we would sleep on it… Suddenly, the next morning, we were happy again! We decided that it didn’t matter which one of us wielded Loyalty, and if we couldn’t figure it out, we’d just make do with the ones we had already decided on!”

Celestia paused, smiling as a triumphant memory began to surface.

“It was then that our renewed friendship brought forth the sixth Element, Magic!” Celestia exclaimed. “Princess Luna was to wield Magic, and I was to wield Loyalty!”

“Aw yeah!” Dash cheered, honored to be using the same Element as Celestia.

“With the Elements under our command, we faced Discord once again,” said the princess, with a pained smile. “In his endless overconfidence, he underestimated us—just as he did you—to his own demise.”

“You’d think after four thousand years he would have learned not to,” Rarity giggled. “He isn't very bright, is he?”

“Overconfidence negates intelligence,” Celestia quoted, her smile giving way as she winced in pain.

“Starswirl the Bearded said that!” Twilight exclaimed—the princess nodded at her.

“Discord had no shortage of either,” Celestia explained. “Our wielding of the Elements was sufficient to stop him; however, their full potential could never be realized with just the two of us. The Elements were truly designed to be used by six ponies of compatible personality, all working together...”

“Like we are, now?” Rarity inquired.

“Indeed,” Celestia replied, her voice quivering. “The Elements…” Without warning, she suddenly cried out in pain as her back left leg gave out on her; the formerly majestic alicorn struggled to remain standing on her three remaining legs.

“Princess, Ah’m sure the history lesson’s mighty important ‘n all, but it ain’t gonna help anypony if we lose ya now,” Applejack told Celestia, moving forward to observe the princess’s injured leg.

“AJ’s right,” Pinkie agreed cheerfully. “You’re gonna need that leg, princess!”

Celestia smiled in defeat. “I appreciate your concern, girls… I’ll explain more soon. I have summoned Princess Cadance and Shining Armor to assist me, however, they are far away, and may not have-“


As if on cue, the doors to the tower burst open, interrupting Celestia. Silhouetted against the morning sunlight, a pink alicorn flew into the hall, pausing to gasp at Celestia’s horrific condition.

“We came as quickly as we could, Aunt Celestia!” Princess Cadance exclaimed worriedly, landing and galloping to Celestia’s side. “Please, girls, back up for a moment…”

Twilight smiled at Cadance—she returned the favor and quickly refocused her attention on the injured princess in front of her.

Cadance’s horn began to glow brightly, and a stream of cyan energy surged from it into Celestia’s body. The golden blood dripping from her mouth disappeared, and the bruises on her body began to fade. Her eyes opened wider, and she spread her recovering wings.

“Heya sis,” a friendly voice said from behind Twilight. Recognizing her brother’s deep voice, she gasped and threw her hooves around Shining Armor’s neck, relieved to see him.

“I cannot thank you enough for your haste,” Celestia told them, standing up straight. With a flash of golden energy from her horn, her royal attire appeared back on her hooves and neck. She regained her majestic composure, and everypony in the room breathed a sigh of relief.

Princess Celestia was back to normal—even her hair had resumed flowing and sparkling as it always did.

“We can always finish our honeymoon another day,” Cadance said, smiling back at her. “After this is all over, we’re probably going to need it.” Twilight released her brother and turned to face Celestia; all eyes now rested on her.

“Princess Cadance, Shining Armor,” Celestia addressed, clearing her throat and speaking energetically. “As I was just explaining to the girls, the grave emergency of which I wrote you is the destruction of the Gates of Tartarus.”

Cadance’s eyes widened in horror, and Armor bared his teeth—they both seemed to understand the gravity of the situation.

“Princess, the Royal Guard stands ready,” Armor fumed, standing at attention.

“Whatever I can do to help, I promise I’ll do my best,” Cadance added diligently.

“Thank you,” Celestia replied, acknowledging them both. “Shining Armor, I want you to mobilize the Royal Guard and inform them of the situation. Send word for full alert to the National Guard and the City Guard throughout the kingdom. Inform the press that there will be a national address at noon sharp. As soon as the orders are given, meet me in the Royal Hall.”

“Ma’am, yes ma’am!” Armor barked—he saluted her respectfully and galloped out of the hall. Celestia diverted her attention to Cadance.

“Princess Cadance, please head to Midnight Tower and rouse my sister,” Celestia told her. “Inform her briefly of the situation and return here posthaste. She will know what needs to be done.”

Cadance nodded curtly and spread her wings, taking flight and soaring out of the hall.

“That should leave us roughly two minutes,” Celestia told the girls, using her magic to close the hall doors.

“Princess, if I might ask,” Rarity began. Celestia fixed her gaze upon the white unicorn and nodded. “Earlier, before you told us about the Elements, you said others would join us…”

“Indeed,” Celestia replied, turning and pacing across the hall. “I have prepared a list of the most qualified ponies in Equestria whose assistance I shall request.”

“Shinin’ Armor, and Princess Cadance?” Applejack asked. “Princess Luna as well?”

Celestia nodded at her. “It is my hopes that they will join us as well.”

“Us?” Twilight queried, realizing the implications of the word. “You’ll be coming too, princess?”

“Yes, Twilight,” Celestia confirmed, turning and pacing in the opposite direction. “Luna, Cadance, Shining Armor, and eight others from across Equestria will be summoned to travel with us to the Gates of Tartarus.”

“Eighteen of us!” Pinkie exclaimed, her hooves clacking on the marble floor as she sprang up and down excitedly. “That’s like, three times as many as we usually have! Oh, oh! What’s our group name gonna be?!”

Celestia slowed her pacing and smiled at the bouncing pony. “I haven’t thought of one yet, Pinkie. Let’s decide on one tomorrow morning, at dawn,” she requested, subtly urging conversation away from the topic of the group. “That is when we will all meet again. Until then, I must depart.”

“Leave? But-“

The princess silenced Dash’s protest by raising a hoof into the air and giving her a stern look.

“Girls, I need you to trust me,” Celestia told them firmly, spreading her wings. “I am going to personally summon the rest of the ponies of our group, and in the meantime, Princess Luna is going to teach you about wielding the Elements of Harmony in combat.”


Suddenly, a deep blue flash of magic opened the hallway doors.

“Your return by nightfall would be much appreciated,” a booming voice commanded. “We will teach them what we can in the meantime. Make haste, sister!”

“Princess Luna!” Twilight exclaimed, turning to face the indigo princess of the night.

“Nightfall it is,” Celestia smiled at her sister, taking flight and hovering in midair. “Try to work on the dialogue, too.”

With a CRACK of golden light, the grinning Celestia teleported away. Luna rolled her eyes in annoyance and walked towards the center of the group—Cadance galloped in behind her and closed the doors.

“We-“ Luna boomed. She cut herself off before finishing the first word, closed her eyes, cleared her throat, and started over in a normal voice. “I am to instruct you in the use of the Elements of Harmony in combat.”

The princess’s dark blue eyes scanned the six mares in front of her. Her intimidating arrival had left them speechless, so she continued.

“You have already mastered the most powerful aspect of the Elements—combining your power to unleash a wave of positive energy,” she explained. “However, in prolonged combat against powerful foes, this draining technique is better saved for last.” Her eyes paused on Fluttershy, who was quivering in fear at her presence.

“The Elements of Harmony are nigh unstoppable when they work together,” Luna continued. “Especially when their individual powers are used in tandem. Applejack, Rainbow Dash, stand before me.”

Dash landed in front of the princess, and Applejack cantered to her side.

“Honesty and Loyalty are shields that will protect the others,” Luna told the pair, slowly pacing in front of them. “You will charge into battle first, seizing the attention of your foes. The power of the Elements will strengthen your bodies, giving you the endurance to withstand much more than any normal pony could.”

A triumphant smile spread across Dash’s face, and Applejack echoed the sentiment; both of them were being given the direct opportunity to be the hero.

“Sounds like a challenge,” Applejack commented, narrowing her eyes and grinning wider. “Ah can’t wait to give ‘em a piece‘a what Equestria has to offer!”

“Me neither!” Dash added, spreading her wings and standing on her hind legs, thumping her chest.

“You suit your roles ideally. The Elements are powered not by magic, but by feeling,” Luna explained, pausing in front of Applejack. “Your defense of the truth and desire for fairness will fuel yours.”

Luna’s eyes traveled over to Dash. “Likewise, your Element will be fueled by your desire to protect your friends.”

“Is there like… an on-switch or something?” Dash asked curiously, tapping the crimson bolt-shaped gem on her necklace. “I don’t feel any different…”

“You will be instructed on how to activate them soon,” Luna replied, motioning for them to stand back. “Fluttershy, Pinkie Pie, approach.”

Pinkie hopped forward, pulling Fluttershy along with her by the wing. They landed in an awkward position in front of the princess.

“Laughter and Kindness rejuvenate their allies,” Luna explained, resuming her pacing and ignoring Pinkie’s silliness. “As the team battles their foes, they will undoubtedly become injured.”

“I-injured?” Fluttershy gasped, her teeth chattering. Pinkie patted her on the back.

“It is your job to channel laughter and kindness into powers of healing,” Luna nodded; Fluttershy gulped worriedly. “Pinkie Pie, your healing power will be widespread and contagious, traveling quickly through your allies, as laughter tends to do. You will improve morale, and numb them to their pain.”

Luna stopped pacing and addressed the trembling yellow pegasus directly. “Fluttershy, your healing will be far more direct; focus your attention on the most injured of the group. Just as kindness can brighten the darkest of situations, your power will cause broken bones to heal and major injuries to close up.”

“S-so when my friends are hurt, it’s my job to m-make them all better?” Fluttershy asked with a slightly more confident tone. “That m-means I don’t have to f-fight?”

“That’s right!” Pinkie exclaimed, seizing Fluttershy’s hooves and dancing on her hind legs. “We’re gonna keep everypony from fallin’ apart on us out there!”

“You are correct, child,” Luna confirmed, suppressing a smile as she watched Pinkie force Fluttershy’s hooves back and forth, trying to make her dance. “You will not be required to fight. Your friends will protect you while you heal them.”

Regaining her curt composure, Luna waved a hoof to dismiss the two mares. “Rarity, step forward,” she ordered, as Pinkie and Fluttershy calmed down and backed away. The white unicorn walked past them and bowed before Luna.

“What will my role be, princess?” Rarity asked curiously. Luna looked directly into her eyes.

“Indirect defense,” Luna replied. “I will present an example: Imagine that you are in combat, and an ally is struck down.” Rarity drew a hoof to her mouth in shock, and the princess continued “If you could have intercepted the strike, would you?”

“But of course!” Rarity exclaimed. “I wouldn’t dream of letting my friends get hurt!”

“The Element of Generosity provides a unique combat role called active empathy,” Luna explained. “It is a continuous power that you can channel, allowing you to absorb damage from your allies, even as they are being struck.”

Rarity closed her eyes and tilted her head upwards. “I would gladly do this for my friends,” she declared. “I couldn’t dream of a more fitting job.” A smile spread across her face as she opened one eye and peered at the princess. “…Unless of course, I get to design our suits of armor as well?”

“There is no time. Until then, you are their suits of armor,” Luna replied dismissively, motioning for her to step back. Rarity trotted away excitedly. “This brings me to the final role of combat… Assault. Twilight Sparkle, step forward.”

Twilight walked past her friends and stood before the dark princess.

“The Element of Magic,” Luna paused for a moment, gazing reminiscently towards one of the stained glass windows. “...Is unique. While the other Elements keep your foes distracted, you will use your magic offensively to decimate them. The Element will greatly amplify all of your spells, allowing you to unleash vast destruction.”

“Destruction?” Twilight asked, unsure about her feelings of raining chaos.

“In a manner of speaking,” Luna clarified, reconsidering her choice of words. “…While I do not condone unnecessary bloodshed… There may come times during our combat where we will need to obliterate our enemies.”

“I-I understand, I guess…” Twilight gulped nervously.

“Don’t worry, Twilight,” Cadance interjected. She had remained silent during Luna’s lectures until now. “When you see what we’re up against, you’ll feel better about the idea of destroying them…”

“Princess, could ya maybe enlighten us as to what we’ll be goin’ up against?” Applejack asked Luna. “Ah can’t quite picture anypony so evil that we’d have to destroy ‘em…”

“That is likely because you are picturing enemies capable of intelligent thought,” Luna said darkly, gazing through the stained glass windows at the mid-morning sun. “Allow me to share with you the story of Darkstar the Crazed…”


“He’s… real?!” Twilight gasped morbidly. “…The history books say he was an exaggerated myth!”

“For good reason,” Luna confirmed, locking eyes with Twilight. “Few who know of the horrors he committed wish to remember them... He is a deranged practitioner of necromancy.”

“Necro-what?” Dash asked, looking at her friends. Rarity shrugged, the others following suit.

“Necromancy…” Twilight said slowly, as though the word itself were a curse. “Forbidden magic involving death, and the manipulation of the soul…”

“That’s jus’ wrong,” Applejack declared. “Ain’t nopony got the right to be playin’ with powers like that.”

“But what’s so bad about bringing somepony back to life?” Pinkie suddenly asked, being her usual cheery self despite the fear in the ponies around her. “That sounds like a good thing!”

Luna shook her head and spoke in a very somber tone. “No magic can bring the dead back to life,” she explained; Twilight nodded in agreement. “When somepony dies, their soul begins to move on to the Elysium, a void leading to the afterlife… Necromancy is as casting a chain unto the soul as it flees, dragging it back into its lifeless body and bending it to the caster’s will.”

Pinkie’s smile vanished. She stared blankly at Luna for a few moments, expecting her to say “April fools!”

“That’s so… horrible…” Dash shuddered, comforting Fluttershy as she shivered in terror. “Who would ever do that?”

“He who wishes to raise an army of the dead,” Luna continued, turning her gaze from the window and looking at her. “Darkstar the Crazed is said to have experimented with necromancy so much that he even performed it upon himself, anchoring his own soul to this world and outliving his existence by many thousands of years.”

“It really is true?” asked Twilight, her mind starting to spin. “The crazy things I’ve read… They said he attacked entire cities with an army of skeletons!”

“It is neither exaggeration nor myth, Twilight Sparkle,” Luna said, sending chills down the unicorn’s spine. “I was not present at the time, but Celestia has told me of him… Two hundred years ago, Darkstar left his lair in the Greyarch Mountains, coming to a small town by the name of Bridlemore…”

“I thought Bridlemore was destroyed by a fire?”

Luna sadly shook her head at Twilight yet again. “It was, yes…” she said quietly. “After Darkstar slayed the town’s entire population, and turned them into skeletal minions for his army… Nopony was left to put out the fires.”

“He killed a whole town?” Applejack asked in horror.

“Word did not reach Celestia until it was too late,” Luna continued grimly. “By the time she arrived, there was nothing left. She assembled a team of defenders and triumphed over Darkstar before he reached the next city, Stalliongrad. He has been imprisoned in Tartarus ever since...”

“And he’s FREE now!?” Dash asked angrily. “What’re we standing around for?! We’ve gotta stop him before he does that again!”

“Tartarus is one hundred and thirty-five miles from the nearest city, Fillydelphia,” Luna reassured the furious pegasus. “Once Celestia has assembled our team of defenders, I am sure she will waste no time in leading us to intercept before he, or anything else can attack it…”

“I sure hope so,” Twilight said quietly, gazing at her reflection in the marble floor.

Chapter 4 - Rage, Iron, Fire, Wind

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A rusted jail door squeaked as Celestia’s golden magic caused it to swing open. The princess, having never been seen in such a dreary place, shocked the prisoners with her appearance. Their eyes followed her majestic figure in awe as she walked past their holding cells.

The Canterlot jail was small, dark, and sparsely occupied; crime in the capital city of Equestria was very rare under Celestia’s rule. Most of the ponies in jail were sentenced to brief punishments for petty crimes such as thievery, fighting, or dishonest business practices. Few of them were there longer than a few days, though one had been there for nearly a month.

“His cell is the last one down the hallway, your highness,” said the jailor, from behind Celestia. She nodded at him politely, and he returned to the entrance to the cells.

“Ragehoof,” Princess Celestia said loudly, approaching the cell at the end of the hallway. “Stand forth, and address me.”

“Well, well, well,” a low, condescending voice muttered from the corner of the cell. Out of the darkness, a pair of dark green eyes lazily fixed themselves upon Celestia. “Here she is… our just tyrant.”

“I have not come to discuss politics with you, Ragehoof” Celestia responded sharply. “I have come offering a full royal pardon should you choose to defend Equestria alongside myself and my allies.”

“Royal, eh?” Ragehoof asked, his face emerging from the darkness as he neared the center of his cell. His coat was a very dark red, almost black in the dim light of the jail cell, and his mane an equally dark shade of purple with black tips. His legs were very muscular despite their skinniness, and he was very tall—mere inches from Celestia’s height.

“You know that as soon as you set me free, I’m taking you down, right?”

Celestia stared coldly into his eyes. “You see me as a threat to Equestria, do you not?”

Ragehoof paused for a moment, raising an eyebrow. This was unexpected; the princess suggesting something that he believed. “You are a threat, yeah,” he muttered. “Finally figure that out?”

“Ya crazy flankhead!” hollered a prisoner from an adjacent cell. “Celestia is the kindest leader anypony could ask for!”

“Yeah! Princess, that guy’s a nutcase! Pardon me instead!” chimed another prisoner. The entire jail had suddenly come to life with praise of Celestia, ridiculing her critic in the cell.

“Shut up, all of you!” Ragehoof bellowed, galloping forwards and bashing one of his hooves into the jail cell door. It left a large dent in the metal, and the sound of his impact echoed for several seconds—the prisoners fell silent. “None of you have any idea what she’s doing to us!”

“There is a greater threat to Equestria than I could ever be,” Celestia informed him, breaking the silence that followed his outburst. “And I need your help in defeating it.”

“Of course you do,” Ragehoof replied, turning around to gaze out of his jail cell window. The light shining through it illuminated his cutie mark—a tilted black flag. “I’m here because your kindness and fairness have brought nothing but weakness to the ponies of Equestria!”

“You are here because you injured nearly twenty of my Royal Guard and personally confronted me with threats of violent upheaval,” Celestia corrected him bluntly. “You are a criminal. I am offering you a chance to redeem yourself.”

“You’re the one who needs redeeming,” Ragehoof retorted, looking at her from the corner of his eye. “I was making a point. If one pony can rip through your pathetic guards with such ease, then something has to be wrong.”

“Your motivation does not excuse your actions,” Celestia argued. “The Guard are keepers of the peace, nothing more. They are not qualified to stop an invasion.”

“THAT’S WHAT I’VE BEEN TRYING TO SAY!” Ragehoof roared angrily, turning again to face the princess. “Your leadership has made Equestria into a bunch of softies! Nopony in this kingdom would stand a chance if we were invaded!”

“In that, you are correct,” Celestia sighed, breaking eye contact with him and gazing into the darkness over his shoulder. “Even now, as we speak, forces of evil are escaping the Gates of Tartarus. They will attack us soon.”

Ragehoof fell onto his back, laughing hysterically. “I knew it!” he chortled through his sarcastic laughter. “I just knew it…”

Celestia continued to stare at him, showing no emotion.

“Fight with me,” she commanded. “Fight with me, and defend your country.”

Ragehoof ceased his laughter and stood up, staring back at the princess. “Your subjects know nothing of war,” he replied, once again as cold and emotionless as she was. “…Thousands of years of complacency under a ruler so powerful she raises the sun every day… Who would ever think there’s a need to defend themselves when they have that?”

“I’m not disagreeing with you,” Celestia admitted. “However, everypony disagrees with your methods, and that is why you are here. We can fix this, and save Equestria. But we must work together.”

Ragehoof closed his eyes and took a deep breath. “...How bad is it?”

“Pretty bad,” Celestia’s voice replied, suddenly from behind him. His eyes shot open and he whipped around—she had silently teleported there. “And things will not get better if you overthrow me now.”

Celestia teleported again, and Ragehoof stood in a firm battle stance, watching carefully for her to rematerialize.

“You have a chance to make things better for yourself and Equestria,” Celestia’s voice echoed eerily through the jail cells, masking her position. The other inmates whimpered fearfully.

“I don’t care about myself,” Ragehoof shouted furiously. “Only this country, and its future!”

“Then fight with me,” Celestia said from right above him. Ragehoof hopped backwards and glared at the levitating alicorn. “You have the strength of a dozen stallions, and the heart of a hundred,” she continued, lowering herself to the cell floor. “You would be a valuable addition to my team…”

Celestia disappeared again, reappearing in front of his cell where she had stood before.

“If I fight with you, and we defend Equestria today,” Ragehoof muttered, entertaining her suggestion. “What about tomorrow? Do we get another thousand years of complacency, only to not have the strength to protect ourselves from the next disaster?”

“If you fight with me now,” Celestia replied slowly. “I will see to it that Equestria has a standing defense team in case this happens again. It is the least I can do.”


Ragehoof abandoned his defensive stance and gazed into her eyes for a moment, trying to think of something to say. “…Well… Why didn’t you say that in the first place?” he asked, masking his surprise with condescension.

Celestia turned and walked away—the cell door’s lock clicked open behind her. Ragehoof pushed the door open and walked out with her, the wide eyes of the other inmates following him in shock.

“Come with me,” ordered the princess, leading him out of the dark jail cells.

“Just one thing,” Ragehoof asked as they walked down the steps of the Royal Guard tower. “Why me? Yeah, I’m tough, but I’m no magician. You can wave that stick on your head and beat me easily… What’s the catch?”

“You are familiar with the Zentnor Collective, are you not?” Celestia asked grimly, ignoring his rudeness.

“Yeah, I am,” Ragehoof replied, firing an angry glance at several guards as they exited the stairwell and walked through the building. “There were twelve of them, and they almost single-hoofedly took over Equestria.”

“They are entirely immune to magic,” Celestia told him. “That is why they were so dangerous—they were imprisoned in Tartarus, and are now free. Our defense force is going to need ponies of physical strength and martial skill, like yourself.”

“Bah, as if you’ll find any as strong as me,” Ragehoof scoffed. “You and I both know I’m a dying breed.”

“In fact, there are some as strong as you,” Celestia replied, turning down a hallway. They were not heading towards the exit of the guard building, but instead a large office room in the back.

Celestia opened the door with a flash of golden magic, and the guard inside immediately hopped from his desk, standing at attention and saluting her.

“Princess Celestia!” he barked. “Sergeant Ironmane reporting!”

Ragehoof snickered mockingly at his bravado.

“At ease, sergeant,” Celestia responded—he lowered his hoof from his forehead but remained in a firm stance. “I have need of you to defend Equestria with me.”

“W-with you, your highness?” Ironmane asked, unsure. He was a very large earth pony, thick and tall, grey pelted with a dark cyan mane. Beneath his golden armor was a partially visible cutie mark depicting a crossbow.

Celestia used her magic to close the door behind her and Ragehoof. “Indeed,” she replied quietly. “The gates of Tartarus have been destroyed, and I am assembling an elite team to face its powerful inmates head-on. You will be among them if you so choose; your prowess in combat is second to none among the Royal Guard.”

“Understood, your highness,” Ironmane replied diligently. “When do we move out?”

“Meet me in the Royal Hall tomorrow at dawn,” Celestia ordered. “I will brief the team, and we will depart shortly afterwards.”

“Ma’am, yes ma’am!” Ironmane barked, saluting her again.

“This is not an order, sergeant,” Celestia clarified; Ironmane looked at her curiously. “More will be explained tomorrow morning, but remember, your participation will not be mandatory.”


“I am not asking you to do this as a member of my Royal Guard,” Celestia continued. “I ask you only as a citizen of Equestria. It will be optional, and you have the right to refuse if you so choose.”

“With all due respect, your highness, I’ll not be using that right,” Ironmane replied firmly. “Is there anything else I can do in the meantime, ma’am?”

“Thank you, but no,” Celestia smiled, ignoring Ragehoof’s continued snickering. “This goes without saying, but please keep this between us. I will inform the public in a statement this afternoon. Until we meet tomorrow, you may take the rest of the day off. Prepare yourself in whatever ways you see fit.”

“Understood, your highness!” the sergeant barked. “Thank you for the opportunity, ma’am. You’ll not be disappointed.”

Celestia nodded her head at him politely, opening the door and turning around, motioning for Ragehoof to follow. He obliged, shooting a condescending glare at Ironmane before exiting. The sergeant scowled back as Celestia closed the door between them.

“That goes for you, too,” Celestia told Ragehoof sternly as they walked down the hall towards the stairwell. “Once we exit this building, you are pardoned. However, if you plan on defending Equestria, meet me in the Royal Hall at dawn. Until then, speak of this to nopony.”

“Yeah, sure,” Ragehoof replied. “Not like I talk much anyway. I hope you’re getting more than just that wheat-hoof guard back there. Who else are you planning on bringing?”

“Rest assured, I am assembling the most qualified in Equestria,” Celestia responded dismissively, descending the stairs and entering the large hall on the ground floor. They were almost to the exit.

“Huh, qualified,” Ragehoof scoffed darkly. “For Equestria’s sake, I hope you’re right about that.”

“As do I,” Celestia admitted quietly, opening the front doors with her magic. Sunlight flooded in, illuminating Ragehoof’s dark red body. He and the two guards outside exchanged angry looks.

“Do not get put back into jail tonight,” the princess demanded, spreading her wings.

“As if anypony but you could put me in jail anyway,” Ragehoof retorted. He cantered out onto the street, disappearing into the crowd of Canterlot residents.

“Misguided, condescending…” Celestia thought, staring into the crowd where he had disappeared. “Still, he is everything but incorrect… Pacifism and harmony come at a high price.”

She took flight a few moments later, dematerializing in a CRACK of golden light.


High in the sky, several miles northeast of Cloudsdale, a bright yellow pegasus with a fiery orange mane was relaxing on a cirrus cloud. She was at such a high altitude that only the most adept pegasi flyers could manage to stay adrift in such thin air.

“Great day, isn’t it?” Spitfire commented, stretching her legs into the sky above her.

“Mmm, you bet,” Soarin’ replied from a cloud adjacent to her. The deep-blue maned pegasus stretched as well and took a deep breath. This particular section of cirrus clouds was a favorite hangout spot for the Wonderbolts, a team of the fastest and most gifted flyers in all of Equestria.

Spitfire closed her eyes and absorbed the sunshine, almost falling asleep.

The Wonderbolts rarely had days off, and even more rarely were they left alone. Millions of ponies were fans of the stunt-flying team, and it was hard to escape them anywhere. Spitfire was the team’s captain, and Soarin’ was her closest friend on the team.

A low rumbling sound suddenly broke their peaceful silence. Soarin’ opened his eyes, gazing sheepishly at his stomach. “Got any of those fritters left?” he laughed, lazily taking flight and heading to a cloud near Spitfire’s right. On its surface was a white pantry, blending in almost seamlessly with the cloud.

“If anyone’s eaten them, it was probably you, dude,” Spitfire replied, turning over and watching him open it up. She rested her head on her forearms and giggled while he rummaged through the pantry.

“Drat,” Soarin’ remarked, finding no leftover apple fritters. “At least there’s some carrots…”

“Too bad, chief,” Spitfire grinned at him mischievously. “They were pretty good.”

“You… ate them all?!” Soarin’ gaped dramatically, bits of carrots flying out of his mouth as he spoke. His heart dropped when his teammate nodded.

“What’cha gonna do ‘bout it?” Spitfire asked threateningly, narrowing her eyes.

“Maybe I’ll…” Soarin’ started quietly, glaring at her intensely. “…Feed you your WINGS!”


Soarin’ suddenly charged directly at Spitfire, threatening to slam his hooves into her face. Grinning, she dropped through the cloud she lay upon and quickly ascended behind him, clipping the edges of his wings.

“Tough words!” Spitfire called out boldly, banking around at a wide angle as he started chasing her. “Think ya can back’em up!?”

Soarin’ didn’t reply, but instead narrowed his wings and increased his speed, catching up with her and seizing her tail. He pulled her backwards and started throwing punches at her from above, but she spun around and blocked every single one before counterattacking him.

Spinning in every direction in a free-fall, the two pegasi continued their heated hoof-fight for nearly a minute before Spitfire backed away, increased her altitude, and tried to buck him in midair.

“Nuh-uh!” Soarin’ replied quickly, jerking his head out of the way and seizing one of her hind legs before she could retract them. He flew downwards, rapidly building momentum and launching her into several thick clouds, which she smacked against with a thud.

Spitfire kicked back off of them, ascending towards Soarin’ in a head-on charge. She stalled her wings before reaching him, halting her advance and juking to the right. She ascended at an angle and stalled once again, freefalling through the air above him and hailing punches downwards.

Soarin’ blocked the punches and used the impact from one of them to rotate his entire body around, flying backwards into Spitfire’s chest with his hind legs. She managed to dodge the kick, grab his legs, and use his own momentum to spin him around and throw him into the same thick cloud below.

“One for one!” Spitfire called out triumphantly. “Next throw-down wins!”

“Oh, you’re goin’ down, boss!” Soarin’ replied intensely, jumping back into the fray and unleashing another barrage of punches at her. Each of them made several attempts to kick each other, but all of them resulted in dodges.

Their heated aerial dogfight continued at a stalemate for nearly ten minutes straight, until they broke away from each other, breathing heavily due to the thin air and hovering in place.

“Givin’ up, chief?” Spitfire grinned facetiously. “That’s too bad. Those fritters were so delicious…”

“Raagh!” Soarin’ raged, charging several meters before stalling to a halt and zipping to the side. He repeated this maneuver several times, appearing as though he would charge Spitfire from several different angles before pausing and switching to another.

Spitfire’s eyes followed Soarin’s blurred figure carefully as he got closer and closer. Deciding not to allow him to reach her, she charged at him, plowing her hooves into his chest and intercepting his next juking movement.

Catching him off-guard, she pushed him downwards, shoving him into the cloud below and knocking the wind out of him with a pained oof.

“Agh-puh!” Soarin’ muttered, spitting a thick wad of cloud out of his mouth and looking upwards in annoyance. Spitfire was sitting on his chest, triumphantly gazing down at him.

“…But you knocked us BOTH into the cloud!” Soarin' complained, his cheeks reddening in anger as his captain laughed at him. “Th-that means it’s a draw!”

“Nuh-uh, chief,” Spitfire giggled, leaning down on him and resting her elbow on his chest. “I didn’t touch it!”

Her laughter was interrupted by Soarin’ suddenly jamming a wad of cloud into her mouth. “Hah!” he laughed triumphantly. “Now it’s a draw!” Spitfire spat the cloud into her hoof and brushed it against his nose, tickling it and causing him to sneeze violently. “Clever… little… f-achoo!”

“Clever little what?” Spitfire giggled. “Can’t hear ya… You’ve got a little somethin’ on your face, there.”

Soarin’ batted her hoof away from his nose and tackled her, pinning her against the cloud and tickling her furiously in revenge.

“W-wait, heh, st-AH! Sto-“ Spitfire sputtered. “STOP! Wa-AH! Pr-AH… Agh!”

“Heh, what was that, boss?” Soarin’ asked. “Can’t hear you over how awesome I am.”

“PRINCESS-AH! CELEST-AH!” she screamed. “BEHIND Y-AH!”

“Oh, yeah, I’m gonna fall for that one,” he laughed, rolling his eyes. Hearing a snicker from behind him, Soarin’s eyes suddenly widened in mid-roll, and he stopped tickling his victim.


“P-princess Celestia,” Spitfire shuddered, hurriedly pushing Soarin’ off of her chest and scrambling to stand up straight. “Th-this isn’t what it looks like, I swear…”

“Ah, yeah, uhm,” Soarin stuttered, rolling over and standing up as well. “W-what she s-said… It’s uh… S-sparring, we were, um, sparring, and uh…” He blinked in disbelief at the princess.

Celestia was standing on an adjacent cloud, a hoof covering her mouth and quietly giggling at them.

“It appears that Spitfire was victorious,” Celestia grinned, lowering her hoof. “Forgive my intrusion, friends, but I have an invitation for the two of you.”

“An… invitation, princess?” Spitfire asked curiously—Soarin’ sighed heavily in relief.

“That is correct,” Celestia replied, her smile slowly fading. “Unfortunately, I am the bearer of bad news.”

“What’s wrong?” Soarin’ asked, realizing that there was no way she had just come to book them for a show—her secretaries would have done so, under more official channels.

“The Gates of Tartarus have been destroyed, and the dark forces within are amassing to attack Equestria,” Celestia explained grimly.

“The gates of wha?” Soarin’ asked, cocking his head sideways.

“The Gates of Tartarus, dude,” Spitfire told him, her voice quivering. “You didn’t pay much attention in history class, did you? It’s where the princess put all kinds of evil things that tried to destroy Equestria...”

Celestia nodded. “In response, I’m amassing a group of elite defenders, from all over Equestria, to fight by my side and return them from whence they came.”

“Y-you want the Wonderbolts to join you, princess?” Spitfire asked. “We’re good fliers, but most of us aren’t exactly fighters…”

“Not all of the Wonderbolts, only the two of you,” Celestia explained. “Not only are you their strongest fliers, you’re also the team’s only black belts in Tae Wing Do, as you have so… aptly demonstrated.” The princess suppressed the urge to giggle again.

Hay yeah!” Soarin’ replied enthusiastically, taking flight. “She’s right, boss! We got this!”

“I… trust your judgment, princess,” Spitfire added, slightly less excited than Soarin’. “But we’ve never actually fought anypony for real… It’s all just been sparring and stuff like that…”

“I have the utmost confidence in your abilities,” Celestia told her, taking flight. “If you are interested, please, meet me in the Royal Hall tomorrow at dawn. Tell the rest of your team that you two are on temporary leave by my approval.”

“You got it, princess!” Soarin’ cheered. “We’ll be there!”

“Thank you both,” Celestia smiled at them. “Sorry I interrupted your sparring session—have a good day!” She waved at them and began to descend into the clouds, snickering inaudibly while they waved back.

“Dude… Are you sure you want to get into this?” Spitfire asked him quietly, once Celestia had faded from view. “It sounds really dangerous, and I’m not talking stunt-dangerous…”

“Yeah, I’ll bet it is,” Soarin’ admitted confidently, landing next to her. “But she’s right… We’re probably the only pegasi in Equestria with black belts, straight from the masters in Gryphus! ...Dude, we should have told her about the brotherhood, too!”

“It’s too bad we can’t,” Spitfire reminded him sharply, lying back onto the cloud and staring into the sky.

“Heh, oh yeah… that…” Soarin’ laughed, lying several feet to her right and gazing upwards. “Ah well, I’m sure we’ll do fine.”

“But those… Dark forces Celestia mentioned…” Spitfire continued worriedly. “I remember some of them from history class…”

“Yeah? Like what?”

“Like… there was this dark bird, made of shadow, that only comes out at night... the pictures of it in the book made it look like some kinda sky-demon or something… It was pretty scary…”

“I really didn’t pay attention, did I?” Soarin’ laughed. “I don’t remember any’a that stuff.”

“Celestia stunned it by making the sun rise earlier than it was supposed to, apparently it caught it off guard,” Spitfire shuddered. “It sounded like it was invincible during the night…”

“Nah, history’s always exaggerated,” Soarin’ said confidently. “Nopony’s invincible.”

“Heh, at least you’re not worried,” Spitfire remarked. “That makes one of us.”

“What’s there to be worried ‘bout?” Soarin’ asked, grinning excitedly. “We don’t even know what we’re facin’ yet. It might just be a bunch’a angry griffons or somethin’, like what happened at Cloudsdale a few years ago.”

Spitfire laughed. “Maybe you’re right, chief… guess we’ll just have to see, huh?”

“That’s more like it, boss,” Soarin’ replied. They spent the rest of their afternoon relaxing high in the clouds, miles above the rest of the world.


“Derpy!” remarked an angry brown pegasus. “You’ve ruined another pint of liquid rainbow! This stuff’s expensive, you featherbrain!”

The grey, blond-maned pegasus he was addressing put a hoof to her chin, clueless. The two hard-hatted, lab-coated pegasi stood in a rainbow lab at Cloudsdale University, part of the sprawling sky-city of Cloudsdale. Between them, a bucket of multicolored liquid sat on the cloudy floor.

“It looks like rainbow-juice to me!” Derpy replied cheerfully, shrugging at him.

“Ah-huh,” the shaggy-maned pegasus said sarcastically, dipping his hoof into the bucket. “This looks like a rainbow to you?” He held his hoof up to Derpy’s face, rainbow liquid dripping from its tip.

“Roses, fire, sunshine, grass, water, and muffin!” Derpy exclaimed, pointing at each color on his hooves as she called out its name. The last of which, muffin, was an off-brown.

“That’s not muffin, that’s my hoof,” the brown pegasus sighed, clearly unable to make sense of her. “You didn’t get the last chroma into the mix, it’s supposed to be purp-“

“Your hoof is made of muffin?!” Derpy cut in, her eyes shining as they straightened out and stared at his hoof.

“Uh, n-“

Before he could complete his protest, Derpy had seized his hoof and begun to nibble on it.

In his attempts to remove the strange mare from his hoof, the brown pegasus didn’t notice a white alicorn landing on the classroom floor behind them.

“Ahem,” Princess Celestia said mildly, grinning at the pair.

“Princess?” Derpy asked, letting go of her victim and hopping to her feet. “Princess, it’s you!”

“I’m happy to see you too, Derpy Hooves,” Celestia replied warmly. Derpy responded by darting over to her and wrapping herself around her front left leg. The princess did not seem surprised by the sudden embrace—she responded by affectionately ruffling Derpy’s mane with her opposite hoof.

Celestia turned to look at the dumbstruck brown pegasus, who tilted his hard-hat upwards to make sure he wasn’t seeing things.

“Hoops, it’s good to see you as well,” Celestia said, hovering forward while Derpy still clung to her leg.

“P-princess Celestia?” Hoops stuttered, bowing at her in shock. “W-wha… What’s up?”

“I’d like to speak to professor Aeon, however, he was not in his office,” Celestia explained as Derpy finally let go of her leg. “Has he changed his office hours?”

“Ah, yeah, he’s um… Givin’ a lecture over at Cumulus Hall, I think,” replied Hoops, wiping his hoof on the cloud beneath him. “S-sorry ‘bout that, princess, the schedule was wrong a few times this week ‘cause we had a… mail issue.” His eyes glared through his messy dark-brown mane at Derpy, who seemed oblivious.

“Well, thank you for your time,” Celestia smiled at him. She leaned down and kissed Derpy on the forehead, causing the grey pegasus squeal with delight.

“By the way,” Celestia whispered to Hoops, spreading her wings. “Offer her muffins when she starts to lose interest. She’ll snap back like a yo-yo!”

Hoops gulped at Celestia and looked back at his walleyed student, nodding. The princess took flight.

“I just talked to Princess CELESTIA,” Hoops thought. “The dudes are NEVER gonna believe this!”

“Hey, um, can’t I just keep working at the post office?” Derpy asked innocently. “I promise I won’t mess up the mail again!”

“Ugh, it’s not up to me, dude,” Hoops sighed. “Stupid internship... Look, if you keep paying attention, we’ll make some muffins afterwards…”

“Rainbows and muffins?!” Derpy gasped. “Best. Class. Ever!”

Hoops buried his face into his hoof and groaned.

Celestia flew across the campus of Cloudsdale University, eventually reaching a stadium-shaped cloud where dozens of pegasi sat, listening to the teaching of a white pegasus stallion in the center of the hall. A small magical device on the lapel of his neck tie seemed to make his voice boom as he addressed the students around him.

He was giving a lecture on the physics of a cloud-to-cloud bolt of lightning, and why they were important in maintaining the nitrogen cycle.

The princess waited patiently until the lecture was over. When it was, the students began to flood out of the hall, into the air and in every direction. Many of them gasped in awe as they flew past her, but none of them addressed her directly.

“Princess Celestia!” Professor Aeon shouted delightfully, taking flight from his podium and hovering towards the princess. He had a short and ruffled brown mane, and his neck tie was striped red and yellow. His cutie mark was a book with a bolt of lightning through the pages.

He spoke quickly, but clearly. “What in Equestria brings you to my lectures today, your highness? Interested in learning how to make lightning with only three tenths of a storm cloud and no magic at all? My studies have shown that-“

“Professor Aeon, it’s been a while,” Celestia cut in, smiling. “We have plenty of time to talk shop later. For now, there is a matter of grave importance we must discuss, away from the ears of the students.”


Aeon’s warm smile drooped slightly. His bright purple eyes bore an increasingly serious expression as he noticed that the princess’s smile was forced, and something was bothering her.

“To my office, then, shall we?” Aeon asked, regaining his smile for the sake of appearances.

“To your office,” Celestia replied as they took flight together, heading towards Nimbus Tower. It was a tall, five-story cylindrical cloud with many hallways jutting out into open air.

They ascended to the top level, just below the roof of the cloud, and entered the hallway. He led her into an office-like room, with a cloud-crafted desk, bookshelf, and several chairs. Celestia used her magic to manipulate the cloud behind her, covering the entrance to the room.

Professor Aeon sat at his cloudy desk, and Celestia sat across from him.

“You need not tell me we’re all in great danger,” Aeon started, resting his elbows on his desk and supporting his chin with his hooves. “I can tell just by looking at your face. What’s happened, princess, and what can I do to help?”

“Your intuition never ceases to amaze me, professor,” Celestia responded, her cheeks slightly reddened. “Unfortunately, you are correct, something terrible has happened. It is the Gates of Tartarus; they have been completely destroyed…”

“The Nighthawk, the Zentnor Collective, that crazy necromancer--can’t remember his name…” Aeon muttered to himself. “This is bad, very bad…”

“I’m afraid it gets even worse,” Celestia continued grimly. “Few are privy to this knowledge, but the Tartarus prison dates back to long before I was in power. Even as Discord ruled the land with chaos, he somehow saw fit to imprison some of the more… horrid… abominations within the mountain prison.”

“Something that evil…” Aeon pondered. “Princess, what measures are being taken? Should I begin a pegasus militia? I can have the first batch trained within a week, possibly a battalion within a month…”

“I’m afraid the dangers now posed to Equestria are far beyond what any normal pony, pegasus, or unicorn has the strength to face,” Celestia told him. The truth of Ragehoof’s ramblings echoed through her mind. “If we bring the regular populous into this conflict, it will be an utter bloodbath…”

“…It really is that bad, is it then?” Aeon asked, looking out his window at the late morning sun. “Can nothing be done?”

“There may be a chance to contain it,” continued the princess, her voice sounding hopeful yet unsure. “I am assembling a team of Equestria’s most talented and gifted ponies, and you are among them. I can think of nopony more qualified to organize our aerial combat team… your skill in resolving the Griffon conflict is evidence of that.”

“Erm, that…”

“…was nothing compared to what we will face, I know,” Celestia finished for him. “There was no bloodshed, thanks to you... But still, it was actual combat, which is far more than just about anypony in Equestria has experienced. Plus, your knowledge in general will be invaluable to our group.”

“If you insist,” Aeon replied humbly. “Very well, princess, I’m at your disposal. What would you have me do?”

“Meet me tomorrow at dawn, in the Royal Hall,” she explained. “Also, the two Wonderbolts we’ve discussed before have been summoned.”

“Spitfire and Soarin’,” Aeon recalled, a smile spreading across his face. “Such amazing fliers, and black belts no less! They’re to join us too?”

Celestia nodded. “I’d ask you to teach them all that you know, but that would take far too long…”

“Hah!” Aeon scoffed, standing from his desk. “You flatter me, princess. I’ve theorized dozens of maneuvers that they alone would be qualified to perform. I’ll get them on paper before tomorrow. What other fliers will be with us?”

“The Elements of Harmony have already pledged their assistance,” the princess replied. “Myself, Luna, and Cadance will be supporting the team as well, and there are a few others who may yet join.”

“Ah, Rainbow Dash,” Aeon said excitedly, pacing behind his desk. “I’ve always wanted an opportunity to work with her. Such an inspiring pegasus! Why hasn’t she applied to CU yet? The sonic rainboom she performed at the Royal Wedding was practically effortless!”

“I trust that you will make good use of her abilities?”

“Good use?!” Aeon laughed confidently. “With her on point, we’ll be unstoppable. Oh, um, the other pegasus among the Elements… I recall her vaguely…”

“Fluttershy,” Celestia confirmed. “She dropped out of flight school, so you’ll have to go easy on her.”

“Ah yes, Element of Kindness… Special talent?”

“Animal care,” Celestia smiled. Aeon looked at her curiously, raising an eyebrow. “…But the Element allows her to heal grievous wounds effortlessly. Likewise, Rainbow’s Element strengthens her physically.”

“A healer and a point-mare!” Aeon gushed. “I’ll formulate a lesson plan to teach them as much as possible, and make it teachable as we travel!”

“I’ll let you get to it, then,” Celestia sighed, her voice sounding more hopeful than it had all day.

“Already on it,” the professor said, pulling several bound scrolls from the shelves and unrolling them onto his desk. “I’ll see you tomorrow at dawn, princess!”

The relieved alicorn nodded at him once more and opened the cloud exit, heading down the hall and taking flight into the sky.

“It is nearly noon…” Celestia thought worriedly, gazing into the sun and absorbing power from it. Building up a thick reservoir of energy, she dematerialized with a golden CRACK.

Chapter 5 - Potential of Armageddon

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“Let’s try again, Fluttershy,” Cadance instructed. “You’ve gotta feel for it… I know it’s an inanimate object, but… Hmm…”

The young princess paused, trying to think of a way to explain it. “Sometimes, memories or imagination can bring out the necessary feelings. Imagine the mirror is one of your critters. He’s hurt, and you have the power to help him…”

Fluttershy took a deep breath and stared into the mirror in front of them. Her reflection gazed back at her, as well as that of Cadance next to her and Pinkie Pie several yards behind them.

“Ready?” Cadance asked. Fluttershy gulped and nodded slowly. Little beads of sweat formed on her forehead as she tried to focus her feelings.

Cadance lifted her hind legs and bucked them forcefully into the mirror, causing it to crack and partially shatter. Startled but determined, Fluttershy imagined that the mirror was Angel, and that he had twisted his ankle again.

The Element of Kindness around her neck began to glow, emitting a stream of pink energy. It traveled towards the mirror, lifting its fragments from the floor and slowly guiding them back into place.

“Not bad!” Cadance exclaimed as Fluttershy exhaled and stopped herself.

“Did I do it?” Fluttershy asked quietly, looking at the mirror. “Oh no…”

All of its pieces were back into place, but not all of the cracks had sealed.

“Aw, don’t worry about it Flutters!” Pinkie interjected cheerfully. “You’ll get it next time!”

Cadance nodded in agreement as she cast her own healing magic, sealing up the remaining cracks in the mirror with a cyan wave of energy.

“You make it look so easy,” Fluttershy breathed, wiping her forehead with her hoof.

“Trust me, you haven’t seen anything yet,” Cadance remarked, smiling. “I’m just using healing spells. The Element of Kindness can do much better than that!”

“Wait, there’s a difference?” Pinkie asked curiously. “I thought the Elements were magic!”

“It’s a different kind,” Cadance explained. “See, I’m casting spells… any unicorn could learn to do that if they took classes for a few years like I did. But the Elements… They can turn the strength within your heart into something much more powerful than regular magic!”

“I’m not very strong hearted, am I…?” Fluttershy sighed doubtfully, looking at the ground.

“With kindness, you are,” Cadance said sincerely, tilting Fluttershy's head up with her hoof. “There’s more kindness in your heart than anypony I’ve ever met!”

“Oh! So like, Rainbow’s heart is strong with loyalty, and Applejack’s heart is strong with honesty!” Pinkie figured.

“Exactly! That’s what gives them the strength to do what they do,” Cadance confirmed. The three mares paused to watch Rainbow Dash training with Luna in the air above and behind them.

Using her magic, Luna had suspended a large wooden chair in midair.

“I’m ready, princess!” Dash declared, hovering in place. Luna nodded, and launched the chair at her with great speed. She bared her teeth and held herself steady.

“I’m protecting my friends,” Dash thought to herself; the ruby lightning bolt on her necklace lit up. Raising her two front hooves to block the chair, it shattered into pieces upon coming into contact with her--the force of the strike barely moved her.

“Woo-hoo!” Pinkie cheered. “Rain-bow Dash! Rain-bow Dash!”

Luna nodded at Dash and conjured another chair, repeating the process with Applejack. She stood strong, turning her shoulder to absorb the brunt of the strike. When it hit her, she didn’t flinch.

“It’s like havin’ a thick suit ‘a armor on,” Applejack said heartily as her friends cheered her on. “Barely felt a thing!”

“Oh, princess, can I go next?” Pinkie asked, excitedly turning to Cadance.

Cadance nodded and used her magic to materialize three additional mirrors, placing them all around the pink pony. “Ready, sport?” she asked.

“I was born ready!” Pinkie replied, forming an intense smile.

Cadance’s horn began to glow bright blue, and it emitted a shrill screeching sound that caused each of the four mirrors around her to crack.

Pinkie closed her eyes and thought of the funniest thing she could think of, starting to giggle as her sapphire necklace shone brightly. It emitted a stream of azure energy, which enveloped the mirrors and spread throughout the room.

Slowly, the little cracks in each mirror began to liquefy and melt away. Everyone in the hall started to feel an irresistible urge to smile as the energy spread through them.

“That’s amazing, Pinkie,” Cadance sighed. “That even made miss serious business over there crack a smile!” Luna shot an annoyed glare at her niece, who couldn’t help but giggle.


“C-can I have another try?” Fluttershy asked, feeling more confident as a side effect of Pinkie’s power. She had decided to use a memory instead of imagination.

“Of course,” the princess replied, using her magic to push away the other mirrors. She planted one of them directly in front of the pegasus.

“I’m ready,” Fluttershy declared, gazing intensely into the mirror. As soon as Cadance bucked it, Fluttershy closed her eyes and welled up a memory from many years ago.

In this memory, she was just a filly, and was standing on a cloud at the junior flight academy in Cloudsdale. Her only friend at the time, Rainbow Dash, was soaring through the clouds above her.

“That’s it, just fly through each ring, Rainbow…” their teacher’s voice echoed through Fluttershy’s mind. “Don’t need to get fancy this time…”

The young Dash grinned at him defiantly, flying through a cloudy ring and somersaulting through the air, taking a dive downwards to gain speed as she tried to perform another stunt.

“Watch out!”

With a thud that echoed chillingly in slow motion, Dash slammed head-first into a passerby adult pegasus, falling into the clouds below her like a ragdoll.

“Everypony step back,” the instructor’s voice echoed. “She’ll probably need to see the nurse again...”

Fluttershy’s face began to feel flushed as she recalled the sound of her friend crying out in pain. She would have done anything to help her! Anything!

Suddenly, her eyelids shot open, and a burst of energy surged through her. Her eyes were completely white, and they shone brightly along with the gem in her Element. A pink vortex of magical energy started forming around her, sending gusts of wind throughout the hall.

Fluttershy’s heartwarming gaze turned towards the damaged mirror—the broken shards vibrated for a second and flew back into place, instantly melding together.

“Fluttershy, that’s amazing!” Cadance cheered, galloping over to the other three mirrors down the hall. “Don’t stop there, heal these too!” She bucked each of them, one by one, causing bits of shattered glass to fly across the hall.

Fluttershy turned her head quickly, focusing her healing gaze on each one.

Each time, before the reflective shards could reach the floor, they were caught by a stream of pink energy, and carried back into their respective mirrors, rapidly mending afterwards.

“You’ve done it, child,” Luna remarked in awe. “You’ve harnessed the pure essence of kindness…”

Fluttershy slowly blinked, her eyes returning to normal.


“Did I do it?” she asked in silent excitement. Everyone in the hall was staring at her in shock.

“Oh… was I too slow?” Fluttershy looked at the ground.

“That… was... AWESOME!” Dash cheered, her voice cracking in glee as she swooped down and affectionately crashed into Fluttershy.

“I couldn’t have done it without you,” Fluttershy exhaled, as Dash patted her on the back and let her go.

“Me?” Dash asked in confusion. “What’d I do?”

“You inspired me,” Fluttershy replied happily, standing up again.

“Whatever it was you did, Fluttershy, continue to do it,” Luna ordered. “The rest of you still have yet to realize your full potential. When you do so, you enter a sort of trance, and your powers are greatly amplified for a short time. It marks the pinnacle of your individual powers…”

“Hoo-eee, Fluttershy, yer makin’ us look bad,” Applejack laughed supportively. Knowing her friend all too well, she quickly reminded the apologetic Fluttershy that she was just kidding.

“I wonder how Twilight and Rarity are doin’?” Pinkie thought aloud, looking through the stained glass window towards the numerous gleaming towers of Canterlot.

“This,” sighed a frustrated Twilight. “Is really annoying!”

“Oh, do lighten up darling,” Rarity requested, using her magic to pull another scroll from the shelves.

“I can’t find a single spell in here that can counter necromancy!” the annoyed mare exclaimed, tossing aside a stack of books from the floor space in front of where she sat.

“I think the coffee’s worn off…” Rarity thought worriedly, raising an eyebrow at her friend.

While Luna was busy training Dash and Applejack and Cadance was busy training Pinkie and Fluttershy, they had sent the two unicorns to the Canterlot Archives in search of any known magical spells that could counter the dangerous magic of Darkstar the Crazed—necromancy.

“I think you should take a break, Twilight. Allow me to take care of this,” Rarity told her concernedly.

“But I…“ Twilight’s sentence was interrupted by a forced yawn. “…can’t sleep at a time like this, when so much’s at stake…”

“Twilight Sparkle, I insist that you get some sleep,” Rarity demanded, putting her hoof down. She used her magic to conjure a cushion, and placed it on the floor beneath her friend. “I will take it upon myself to find a spell that can defeat necromancy.”


“No buts!” Rarity said authoritatively. “Until Princess Luna is ready for us, all that needs to be done is finding a scroll. I’m sure I can find something in this mess. After all, I do pride myself on detail…”

Twilight sighed in defeat. “Alright, I’ll take a nap… But as soon as Luna’s ready, wake me up, alright?”

“Of course, dear,” Rarity replied, glaring at Twilight until she lied down. Once she closed her eyes, it wasn’t long before she started drifting away. Rarity continued fruitlessly browsing the archives as she fell asleep on the floor.

“She is right about one thing,” Rarity thought. “This is frustrating. There’s not a single spell that so much as refers to necromancy! Sure, it’s evil, but… ugh. How can evil be defeated if we know nothing of it?!”

Sighing in annoyance, Rarity stepped out of the archives, noticing a guard walking down the hall.

“Excuse me,” she called out. “Yoo-hoo!” The guard turned and approached her.

“What can I do for ya, miss?” he asked; Rarity began to put on a cute face.

“I’m having the most dreadful time trying to find a spell,” Rarity moaned dramatically. “It may not even be in here… I don’t suppose you have the key to the archive over there, do you?”

Rarity batted her eyelashes towards a gated area across the hall, which was a restricted section of the archives. It had a sign above it which read “Starswirl the Bearded Wing”.

“Oh, uh,” the guard stammered. “The, uh, c-captain said only magic scholars are allowed to, uh-“

“Please?” Rarity begged, looking at him sideways. “I’m not a scholar, but I am working with the princess…”

“Ahm… Uh…” the guard replied, unsure. “Ah… Well… I don’t see why not… B-be careful in there, miss…”

“Oh thank you, thank you so much,” Rarity exclaimed, kissing him on the cheek. Blushing, the guard’s horn lit up and he unlocked the archive.

“L-let me know if you need anything,” he said, stumbling away.

“Rarity, you old charmer,” she thought triumphantly, shooting him a thankful gaze. She cantered victoriously into the restricted wing, closing the gate behind her and heading for the reference section.


It was almost noon. Princess Celestia nervously paced back and forth in the Royal Hall, mentally preparing a statement that the entire kingdom of Equestria would soon hear.

Doubt filled the princess as she recited the words in her mind. Taking a deep breath, she heard the clopping of hooves against the stairs approaching her throne room; Shining Armor opened the door with an aura of violet magic and hurriedly galloped in.

“Your highness, everypony is ready for the announcement,” Armor reported, saluting her. “The relay unicorns are ready for broadcast, and every newspaper in Equestria is ready for something to print.”

“Very well,” Celestia replied. Her voice was resolute, but her mind treaded the boundaries of doubt.

“Seventy-two million Equestrians await my explanation of the explosion from Tartarus…” Celestia thought. “...For four thousand, four hundred and fifty two years I have kept this kingdom safe from the evils of the world… And now, for the first time, I knowingly enter a battle from which I may not return…”

“Is everything alright, your highness?” Armor asked, watching the princess gaze at the floor.

“Speak freely, captain,” she replied quietly, looking at him from the corner of her eye. “Tell me… How would you inform Equestria that there’s a chance I will not return from this battle?”

Though he tried to conceal it, Armor shuddered visibly at the thought of losing her. “M-me, princess?” he asked, unsure. Celestia nodded curiously. “...Well, I know not everypony would take it well… But I’d tell’em the truth. They’re your subjects, they trust you…”

“The truth…” Celestia pondered. “There is so much uncertainty in it. All that I am certain of is that three of Equestria’s most dangerous enemies have been freed, all at once… that will be difficult enough to contain…”

“But you imprisoned them yourself, your highness,” Armor reminded her encouragingly. “And this time, you have the Elements of Harmony! There’s no way they can stop you!”

“…It was not so easily done,” Celestia admitted. “But the known threats of Tartarus are only half of my concerns. Discord, too, used Tartarus as a prison for evils he was unable to control…”

“Do we know nothing about them, princess?” Armor asked, looking at the floor.

“Nothing at all…”

Celestia lifted her head and gazed towards her balcony as their conversation went silent. She could hear the anxious chatter of hundreds of ponies in the courtyard.

“It’s noon,” she told Armor somberly. “…Wish me luck.”

“Good luck, your highness!” Armor replied supportively, saluting her. She approached the balcony and stepped into the afternoon sunlight, greeted by a cacophony of voices from the crowds below. Her horn glowed brightly, and she cast a spell to amplify her voice.

Hundreds of ponies gathered in the royal courtyard, with a crowd of newspaper reporters at the front, holding their quills at the ready. A group of unicorns stood on the balcony of an opposite tower, using their powers to broadcast an image of Celestia across the kingdom.

In the sky-city of Cloudsdale, hundreds of pegasus ponies watched as a unicorn in a hot air balloon relayed an image of the princess. Not far from there, in the crowded town hall of Ponyville, Spike was pushing his way through the assembly to try and see the broadcast.

Gathering around a massive screen in Tames Square, Manehattan, thousands of ponies watched Celestia step into view. From a clock tower balcony in downtown Fillydelphia, a unicorn was projecting the princess’s image into the sky over the worried city.

From the farthest city in the southwest, Mareami, to farthest city of the northeast, Detrot, the citizens of Equestria watched and waited.

Celestia took a deep breath while millions held theirs.


“Citizens of Equestria,” the princess’s voice boomed. She paused, deciding firmly on what she would tell.

I, Princess Celestia, am here today to share with you some disturbing news;
Rumors have spread of a cataclysmic explosion in the central east.
It is with great dismay, that I must confirm these rumors to be true.
The Gates of Tartarus have been blasted asunder by a powerful force of magic.

Celestia paused again. The crowds below her began mumble worriedly.

As I have for forty-five hundred years, I will continue to defend you, my faithful subjects.
I will not be alone. Many brave and powerful allies will stand with me.
However, I will not lie to you…
This is the single greatest threat Equestria has ever faced,
and there is a chance that my allies and I will not succeed…

The murmurs from the crowd grew increasingly worrisome. The viewers of the speech were united in a common worrisome thought: How could Celestia possibly be defeated?

If we do not succeed,
An evacuation order will be given.
Obey your National Guard as you would myself.
They will keep you safe in light of this crisis.

But until that order is given, remain calm, and continue with your lives.
Know that your ruler is doing everything possible to protect you.
Remain calm, Equestria, and carry on,
until my return… Farewell.

With that, the princess bowed her head to her subjects, and left the balcony.


“Princess, the Royal Guard will fight for you,” Armor reminded her diligently. “Every single one of us would give our lives for you…”

“They are to protect the civilians,” Celestia ordered firmly. “If the evacuation order is given, every single one of them will be needed to make for an orderly transition. I’ve contacted the prime minister of the Griffon Kingdoms, and he’s generously offered to accept refugees in the northeast…”

“…If I may, your highness, did you ask him if he’d send military aid?” Armor asked. “They have an army of thousands!”

“I did not,” Celestia replied. “The foes we face are not the kind that can be defeated with conventional force…”

“What are they, your highness? What makes them so dangerous?”

“The ones I know of? There is the Nighthawk…” Celestia said quietly. “A bird made almost entirely of shadow energy, able to spawn thousands of minions made of the same energy…”


“The Zentnor Collective,” she continued. “Twelve mercenaries, protected by nigh unbreakable armor that renders them immune to magic…”

“Immune to magic?”

“Completely… and worst of all, Darkstar the Crazed… An insane necromancer that raises the dead into an army of mindless skeletons. Foes like this simply cannot be overwhelmed… They must be taken down quickly and effectively, by a small team. I will depart soon to gather more of this team.”

“…I understand, your highness,” Armor sighed dejectedly. “I wish there was more I could do…”

“You will fight by my side if you so choose,” Celestia offered, causing the captain’s face to brighten. “Your shielding magic is the most powerful in Equestria, and that will be invaluable to our team.”

“It’d be my honor,” Armor said excitedly, saluting the princess.

“And I thank you,” Celestia replied, smiling. “Tomorrow at dawn, we shall meet here in the Royal Hall with the rest of the team. However, in the meantime, I have a task for you…”


Half a mile away, near the front gates of Canterlot, a golden pegasus-driven chariot was arriving at the train station. The two pegasus guards pulling the chariot landed their vehicle on a designated strip of concrete, taxiing into a parking lot with dozens of other golden chariots.

The climate around the station was nervous. Swarms of ponies crowded around the ticket booth in hopes of taking the next train north.

Amidst the disorganized lines, a lively yellow earth pony trotted out of the chariot’s parking lot.

He sported a white cowboy hat atop his messy red mane. His cutie mark was a flying lasso, and he wore a white vest with a white pair of saddlebags, each of them containing a coil of rope. There was no doubt that this well-dressed colt was from the west.

“Pardon me, mister,” he asked a nervous high-class stallion that was waiting in line. “Don’t suppose ya can point me towards the Royal Hall, can ya? Haven’t been ta Cannerlot in almost a month! Big cities jus’ ain’t easy to get used to, heh.”

“Erm… Follow the brick road into the city, th-there are signs that point the way,” the white unicorn responded nervously. “But surely you do not wish to stay here? Did you not hear the princess’s statement?”

“Sure did!” he replied, trotting off. “Oughta be on mah way, thank ya kindly, sir!”

Despite the unicorn’s assurance of signs pointing the way, the young pony couldn’t help but feel lost as he cantered into the busy city streets. The city echoed the sentiment of the train station; ponies rushed to and fro, leaving a discontented atmosphere around the visitor. Regardless, the chipper stallion continued his search for signs.

“Aha… looks like Ah just gotta take a left here, and uh… couple ‘a rights!” he thought aloud, having finally seen a street sign. He followed the directions, but somehow ended up looking at the exact same sign again.

“Huh,” he commented, lifting his hat and scratching his head. “Could’a swore that was it… Did Ah take an extra right or somethin’?”

Noticing the confused pony, a young filly tugged at her mother’s dress. “Mommy, is that-?”

“Come along sweetie,” the mare urged, hurriedly pulling her daughter along.

The western pony noticed the filly and waved at her happily as she was ushered away. “Everypony here sure seems mighty busy,” he remarked, turning back to look at the sign. “Might try askin’ a shopkeep!”

The first few shops he came to were so packed full of nervous shoppers that he could barely enter. Shrugging, the stallion decided to try a nearby doughnut shop instead.

“A-Ashton Calhoof?” the surprised Donut Joe asked, noticing the cowboy’s entry. “…Is it really you!?”

“Sure is!” Ashton replied, walking over and shaking hooves with the star-struck barista.

“Five times champion of the Canterlot Rodeo competition,” Joe stammered in awe. “W-welcome to Donut Joe’s! How’s about a cup’a coffee and a donut, champ?! On the house!”

“Ahh, normally Ah’d love to have some,” said Ashton. “But ya see, Ah’m here on some mighty important business—none other than Princess Celestia wants to see me! Ah was hopin’ ya could point me towards the Royal Hall...”

“Whoa,” replied the donut connoisseur. “Ah… sure thing! It’s uh… Wait, what d’you guys want?”

Ashton looked behind him; two Royal Guard had just walked in. Both of them were white-pelted; one was a unicorn, the other a pegasus.

“Ashton Calhoof?” the pegasus guard asked in a serious tone.

“That’s me!” he replied.

“We’ve been sent to pick you up. Come with us,” the unicorn guard informed him. He led the way, and the unicorn guard stood by, motioning for Ashton to follow.

“Well, it was nice’t meet ya!” Ashton called back to Joe. “Ah’ll come back ‘n have a cup with ya after Ah’m finished up with the princess!”

“Thanks!” Joe called out, scowling at the guards as they nudged Ashton out of the shop. “…Darn! That would’a been so good for business… Ashton Calhoof! In my shop!”

The two Royal Guards hurriedly escorted Ashton through the bustling streets of Canterlot, approaching the Royal Gardens. Once they were away from the crowds, they stopped and held him there.

“We’ve been told to bring you here and wait for further instructions,” the pegasus guard informed him. “The captain should be here shortly.”

“Beggin’ your pardon, gentlecolts, but Ah’m supposed to meet with the princess real soon,” Ashton informed them. “She sent me a letter herself this mornin’!”

“These orders come from the top,” replied the unicorn guard. “…Don’t know anything about the princess… but, uh…”

He paused for a moment; the pegasus guard raised an eyebrow at him.

“Oh come on, corporal, the cap’n didn’t say we couldn’t ask!” the unicorn guard suddenly protested. To his comrade’s annoyance, he telekinetically pulled a quill and paper from the pockets in his armor. “Can I have your autograph while we’re here!?”

Ashton laughed and bit down on the quill, signing his name onto the floating piece of paper.

“Is it true that you lassoed a dragon to the ground and hogtied him?” the admiring guard asked, while the corporal rolled his eyes.

“’Twas just a young‘un,” Aston replied humbly, handing the autographed paper back to him. “Teenager, if Ah can recall. Red scales, ‘n a orange crest on his head. Started tearin’ up mah best friend Braeburn’s apple orchard, searchin’ for gems or somethin’. Hah! Not on mah watch!”

“What’d you do with him?” the unicorn guard asked, carefully rolling up the paper and placing it into his bags. “Did you… did you eat’em for dinner?”

“Hah, eat a dragon!” Ashton laughed heartily. “That’s crazy talk. Ah just carried him down to Drackenridge ‘an let ‘em go. He was jus’ a ‘lil guy after all. Well… ‘lil by dragon standards, Ah reckon.”

“Drackenridge?!” gushed the unicorn. “I’ve heard that’s like, dragon city…”

“Wasn’t nothin’ special,” Ashton chuckled. “Hop skip n’ a jump from Appleloosa!”

“A hop, skip, and a jump?! You can’t be serious, Drackenridge is almost a hundred miles from there!”

The corporal had had enough of this. “That’s a bunch of hogwash,” he interjected in disbelief. “Nopony can lasso a dragon in flight, that’s just ridiculous!”

“Maybe somepony exaggerated the tale a ‘lil bit, but Ah sure did lasso ‘em down,” Ashton replied honestly. “That part ain’t a lie. It’s jus’ what Ah’m good at!”

“I think it’s all a big hoax,” the naysaying corporal huffed.

“But it ain’t!” the rodeo champ replied, slightly hurt. “Ah’m many things, but Ah ain’t a liar!”

“I bet he can prove it!” challenged the unicorn guard. “I bet if you fly at top speed over the gardens, he can lasso you straight down!”

“Hah!” scoffed the pegasus guard. “Ten bits says he can’t, private.”

“Oh, you’re on!” They shook hooves. “Ashton, d’you think you can make a believer out of this jealous colt here?”

“Well… uhm…” Ashton started, scratching his head. “Ah’ve never wrangled a pegasus without their permission, so Ah suppose Ah’ll do it if ya say Ah can.”

“Ha, ha!” the corporal laughed. “I give you permission to lasso me, or whatever it is you think you’ll do. I’m one of the fastest in the Royal Guard! You won’t even come close.”

“Well, if ya say so,” the champ replied, pulling a coil of rope from his saddlebag, rolling it around his hoof skillfully, and biting down on the very end. “Fly wherever ya like, Ah’ll give ya a head start. Ten seconds.”

The corporal roared in laughter and took flight, circling high above the gardens.

“You’ve got this, Ashton!” cheered the private. Ashton nodded at his fan, and tilted his hat upwards. Squinting his bright green eyes, he carefully studied the movement of the corporal, counting the seconds in his head.

As soon as he counted to ten, Ashton tossed his coil of rope upwards, manipulating it carefully into a flying lasso. Seconds later, he jumped high into the air, landing on the shoulders of a statue, which he jumped off of and threw the lasso towards the corporal, coiling the rope tightly around his hind leg.

“You’ve gotta be k-“

The pegasus guard’s disbelieving protest was interrupted as Ashton pulled him straight down into the garden, causing him to land in the grass with a heavy oof.

“Amazing!” the private shouted excitedly, stamping his hooves on the ground. “I’ve never seen anything like it!” His rejoice was abruptly silenced as Shining Armor entered the gardens, walking up to the bound corporal with a concerned expression.

“Ah… Captain.. Um, sir-“

“You made a bet,” Armor told him, grinning. “Pay the stallion.”

Ashton laughed heartily as he untied the corporal, who shamefully pulled ten bits from his armor pocket, handing them to his comrade.

“Now the two of you, get back to patrolling,” Armor ordered them sternly. “There’s a city full of panicked ponies out there, and we need to keep order.”

With a quick salute the two guards cantered away, the corporal sporting a slight limp in his hind leg.

“Ashton Calhoof, I’m Captain Shining Armor of Princess Celestia’s Royal Guard,” the blue-maned unicorn introduced himself, offering his hoof.

“Mighty fine ‘ta make yer acquaintance, cap’n,” Ashton replied, shaking hooves. “But might Ah ask what’cha need from me? Ah’m almost late for a meetin’ with the princess!”

“That’s what I’m here about,” Armor explained. “Princess Celestia needs to see you, but since she made her speech, she can’t appear in public without getting bombarded with questions and concerns from the citizens. She ordered me to use the Royal Guard to find you.”

“Ah see,” the rodeo champ said, smiling as he realized he wasn’t in trouble.

“I’ll take you to see her now, if you’ll follow me this way,” Armor offered, trotting out of the gardens. Ashton nodded, following along. Armor led him through a set of streets and into the castle courtyard, with the Royal Hall in the castle just opposite from them.

“Aha! If the signs had said somethin’ bout a courtyard, Ah’d have been here already!” Ashton commented.

“Were you lost?” Armor grinned, leading him into the castle and heading towards the stairs.

“Ayep,” Ashton admitted cheerfully. “Wonder if the princess sent the guard after me ‘cause she knew Ah’d get lost? After all, Ah’ve gotten lost almost every time Ah come here for a competition… Darn near delayed a few of ‘em, hah!”

“Well, the princess will probably have somepony guide you to your accommodations after the meeting,” Armor laughed, raising a hoof at the guard unicorns in front of the door to the Royal Hall. They saluted him and opened the doors with their magic.


“-assure you, governor, as soon as I get the slightest hint we may not prevail, I will give the word for evacuation,” Celestia’s voice was saying as Armor and Ashton slowly entered the hall.

The princess’s horn was glowing with a golden aura, and she was looking into a mirror. Ashton cocked his head curiously to get a better look at the mirror—it didn’t show Celestia’s reflection, but rather that of an older white unicorn stallion wearing a black top hat and neck tie. A golden monocle covered his left eye, and his mane was grey and well-styled.

“I have utmost confidence in you, your majesty, I am merely echoing the concerns of my people,” replied the governor. His voice was very high-class and nervous, and it carried through the mirror. “Everypony in Fillydelphia saw the explosion, and they’re very worried about what it could bring…”

“Fillydelphia will be the first to receive word should we succeed or fail,” Celestia told him. “I recognize its proximity to Tartarus, and it will be given careful consideration as we continue our planning.”

“Now, I must go,” she continued, noticing Armor from the corner of her eye. “My appointment has just arrived, and assembling my defense team is of the highest priority.”

“Of course,” replied the governor of Fillydelphia. “I think I can speak on behalf of my entire city when I say good luck, your majesty. We shall be rooting for you!”

With that, Celestia’s horn stopped glowing, and the image of the well-dressed unicorn in the mirror faded away. The princess turned to face the captain and the rodeo champ.

“Ashton Calhoof, I thank you for coming on such short notice,” Celestia said, walking up to the yellow earth pony. He humbly removed his hat and bowed at her.

“Ah got on the earliest flight outta Appleoosa as soon as Ah got yer note, yer highness,” replied Ashton.

“I thank you for your haste,” she said appreciatively. “I’ve summoned you here to request your help.”

“As you have likely heard from my public address, the Gates of Tartarus have been destroyed,” Celestia continued. “I’m assembling a team of the strongest and most skilled ponies in all of Equestria to fight with me as we face this threat. You are among them.”

“…Fightin’s not somethin’ Ah enjoy doin, yer highness…” Ashton admitted quietly. “But for Equestria, Ah’ll have’t make an exception!”

“None of us enjoy it,” Celestia sighed, looking at the floor. “It is shameful that it’s come to this, but it is what has to be done…”

“What’ll ya have me do, yer highness?” Ashton asked.

“For tonight, just rest,” replied the princess, lifting her head and gazing at him. “I’ll have Captain Armor lead you to your accommodations. Tomorrow morning at dawn, I’m holding a meeting here with everypony I’ve chosen to be a part of our team.”

“Sure thing, princess!” Ashton told her happily.

Celestia nodded at him. “Thank you very much,” she said, smiling at Ashton as he placed the hat back onto his head. “Farewell for now. Captain, if you will.”

The captain saluted her and led Ashton out of the Royal Hall as Celestia took wing and teleported away in a flash of golden light.

“D’ya think ya could stop by tomorrow mornin’ and lead me back here?” Ashton asked him as they exited the royal hall. “Ah’m afraid Ah might get lost again, y’know?”

“Of course,” Armor replied, smiling at him. “If I can’t, I’ll have one of my boys come and get you. The princess has summoned me to join her too, so it looks like we’ll be working together.”

“Is that right?” said Ashton. “Hoo-eee! Ah can’t wait to see who else the princess is gonna bring! Ah’ll bet there’ll be some mighty tough ponies with us!”

Chapter 6 - The Wayward Return

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High above the city of Canterlot, higher than any winged creature could fly, Celestia materialized in a CRACK of golden light. A powerful aura of energy surrounded her, levitating her in midair—the air was so thin that even her powerful wings were useless.

Celestia took a deep breath and looked into the sky, teleporting a sizable distance upwards.

She teleported again and again, covering a distance of several miles with each jump. Higher and higher into the atmosphere she teleported, still holding her breath. When she could hold it no longer, she paused, casting another spell—a thin golden shield—to protect her from the rapidly decreasing air pressure.

The princess continued her ascent, increasing the speed of her teleportation. The sky slowly darkened as she continued upwards, and stars began to poke through its azure veil. The higher she went, the farther she was able to see, allowing her to teleport greater distances at a time.

Celestia did not know exactly where she was going, but she knew what she was looking for, and the altitude it was at. She paused her journey for a moment, turning and viewing her kingdom from space.

It had been hundreds of years since she had been this high into the sky, and the breathtaking view never ceased to amaze her. Returning to her teleportation, she reached her destination a few minutes later. She was now over twenty-two thousand miles over Canterlot—this was the place.

Looking around her, Celestia hovered in place and scanned the empty space around her. It took a few minutes of searching, but she eventually found what she was looking for. A floating cylinder-shaped building, black as the night sky, was melding almost perfectly with the dark space behind it.

If she had not known its general location, she never would have noticed it.

The princess teleported one last time, rematerializing directly on top of the structure.

Moments later, with a flash of deep blue energy, another pony teleported onto the satellite’s top. His entire body was concealed in a thick blue bodysuit, over which he wore a dark blue cape. A grey mask concealed his face, and a tall wizard’s hat rested atop his head.

Golden bells adorned the trail of his cloak, as well as the brim and tip of his hat. A long white beard poked through the bottom of his mask, and his solid yellow eyes shone through its eyeholes.

“It’s been a long time,” Celesta said, her voice echoing in the magical bubble around her. The pony across from her reared his head backwards, appearing to laugh, but making no sound. Embarrassed, the princess remembered that they were in open space.

Pausing his laughter, he lifted a blue hoof and pointed downwards twice, indicating for the princess to follow him; he teleported downwards into the structure.

The interior of the satellite much resembled Twilight Sparkle’s library in Ponyville; bookshelves covered the cylindrical walls, and a small loft bedroom with a circular pillow sat on the second floor. However, the bookshelves, floor, and ceiling were all made of a sleek black reflective material, and there were no staircases or ladders.

As Celestia and the mysterious shrouded pony reappeared in the center of the structure, the princess’s hooves clacked onto the floor, while the other pony remained stationary in midair. He was levitating himself with a faint haze of blue energy.

Celestia could sense that the gravity was artificially maintained by some sort of spell, as well as the air circulation.

“Ah, Celestia,” the bearded pony laughed. His voice sounded ancient, yet carried an energetic cheerfulness. His mask moved along with his jaw as he spoke, yet his voice was not muffled. “You always did know how to give me a good laugh!”

“It’s been a long time, Starswirl,” Celestia repeated, trying to smile off her embarrassment as she willed her golden shield to dissipate.

“Too long,” Starswirl the Bearded replied musingly, hovering at a slight angle and observing the alicorn curiously. “You know, I always do appreciate a visit from my oldest friend.”

“That’s a new attitude,” the princess told him. The ancient wizard laughed and began to levitate himself upwards. “Last time we met, you didn’t seem very keen on seeing me again.”

“Oh, two hundred and twenty six years’ll do that to you,” he replied, lifting several books from the shelves. “You of all ponies know the bittersweet taste of nostalgia. Even for battle!”

“Combat is one thing I do not miss,” Celestia admitted, shaking her head sadly. “Raising Equestria into a pacifist nation was very difficult…”

“Regret is nostalgia’s evil twin, I suppose” Starswirl hummed, floating down in front of her. He paused for a moment, and broke the silence with a sudden CRACK of blue magic—he dematerialized all of the books that had been floating around him. “But enough reminiscing! We have work to do, do we not?”

“I’m assuming you know why I’m here?” the princess asked rhetorically.

“The Gates, yes! Such a fantastic explosion! I could see it from up here!”

“It wasn’t so fantastic up close,” Celestia huffed, touching the corner of her jaw with her hoof. It was still tender and thin from having recently been healed.

“Aye, likely not… I see that Discord’s prisoners have gotten loose as well.”


“You know of them?” Princess Celestia gasped, her eyes widening.

Of them, yes, about them, no,” explained Starswirl. "Little more than you do, I'm afraid, but I've seen a few interesting things since last night. Let's have a look-see, shall we?"

The wizard’s hat glowed blue, and the black floor beneath them suddenly became translucent, revealing a spectacular view of Equestria from high above. Though it seemed like the floor had simply become invisible, it was clear that it was also enlarging the view, and all of the cloud cover had disappeared.

“There’s been scattered movement since the explosion last night, but everything that’s come out so far has been very slow-moving. I assume our old friend is most eager to reach the city on the other side of the plains. Fillydelphia it’s called now, is it?”

“Darkstar the Crazed…” Celestia said angrily, nodding. “He must be stopped…”

“You know, every time you call him that, you’re feeding his ego?” laughed Starswirl. “Darkstar the Crazed, like he’s some kind of super villain from the story books!”

“Well, by now…” the princess alluded, subtly reminding him of the passage of time. “In the minds of the common Equestrian, he pretty much is… Nearly two generations have passed, remember?”

“Ah well, at least he’s powerless right now,” contemplated the masked wizard. He tapped his hoof against the translucent floor, causing the view of Equestria to rapidly zoom in towards the east, centering itself over a large grassy field with a black dot in the center.

“Look at the stupid oaf,” Starswirl laughed. “He gave up his studies of the arcane for this! Old fool never even learned teleportation. Necromancy became his religion, and everything else became blasphemy...”

Celestia looked into the floor at the small black dot of a pony as it trudged its way across the Dream Valley. The satellite did not zoom enough to show detail, but she could tell it was Darkstar himself.

“Determined, isn’t he?” Starswirl chuckled, tapping the floor again.

The entire satellite rotated subtly, centering the floor’s view over where the Gates of Tartarus once stood. There was only a massive crater there now, several miles wide.

“He’s got to hoof his way there, so he’s of no concern for at least two days. It’s these buggers that are a more immediate threat... Blasted shadow birds, what did you call them again?”

“The Nighthawk, and her minions,” said the princess, observing a series of small flying dots hiding in the shadow of the crater. They flew in circles like a swarm of bees around a hive; small purple trails floated behind their wings as they swarmed about.

“Aye, she’s been spawning them since the field collapsed,” Starswirl explained, hovering over towards the left edge of the satellite’s view. “Speaking of the collapsed field, now that it’s gone, we can see what Tartarus truly is. Check it out!”

“…A fortress?” Celestia asked curiously, examining the sprawling white walls and towers embedded into the mountainside. They stood out vividly from the brown rock around it.

“Seems so,” Starswirl continued. “Couldn’t see into it before, looked like a big black blob, remember? I figured that was because the dilation was so intense, it even took light too long to reflect an image! That’s also why we couldn’t see what Discord threw in there.”

“…Have you seen any sign of them?” Celestia asked, fearing the answer.

“Sure have. We’ll get to ‘em in a minute. Nighthawk’s the fastest of all though, and she’ll probably have enough minions to confidently assault Fillydelphia tomorrow night,” replied Starswirl. He turned to a small floating pot in front of one of his bookshelves. “Tea? Can’t watch radar without a cup!”

“No thank you,” Celestia responded politely, resisting the urge to roll her eyes. He chuckled and conjured a mug, pouring himself some of the pot’s contents, which smelled of fresh honeysuckle. “…What makes you so certain she will wait until tomorrow night?”

“Well, remember when she first attacked?” Starswirl asked. “What was it…? Thirty-nine hundred years ago?”

“Yes, she attacked Manehattan,” Celestia recalled. “Back when it was still the Ivory City… she had millions of minions then.”

“I know you didn’t actually count them,” the wizard continued, “but millions is accurate. It’s my belief that she spawned one for every stallion, mare, and foal in the city—its population was 2.2 million at the time, was it not?”

“That makes sense, in a sickening way,” Celestia sighed, nodding at him. “Fillydelphia has a population of roughly seven hundred thousand… how long does that give us?”

“At the rate she’s spawning them, she’ll finish tomorrow morning,” Starswirl said curiously, his hat glowing. “But she won’t leave the shadow of the crater until nightfall. Remember, she hates sunlight! Bugs her eyes or something like that. Never figured out why.”

A small glyph-sized scroll floated from Starswirl’s bookshelves and hovered in front of the princess. “I’ve prepared a one-way ticket for eighteen of us. Specifically coordinated to Fillydelphia!”

“You have been paying attention,” Celestia remarked, smiling at the wizard.

Chuckling, Starswirl tapped his hoof against the floor again, causing the satellite to rotate away from the Nighthawk and into the Dream Valley. This time, it showed a v-shaped formation of dots moving across the plains, far ahead of where Darkstar trudged. They were also moving faster.

“What are those?” Celestia asked, gazing at the dots; she counted twenty-four of them. “...They look like they could be ponies… but they seem slightly bigger.”

“Not a clue!” Starswirl laughed. “It’ll be quite exciting to find out, won’t it? They’re from Tartarus, I know that. Too numerous and too fast to be the Zentnor… they haven’t left the crater yet, for some reason. I’ll wager these here are some of Discord’s!”

“…Exciting…” Celestia nervously agreed. “...Perhaps the Zentnor were attacked by the Nighthawk?”

“Nope, their magic-resistant armor would prevent her from sensing them. If you thought that was exciting, just wait until you see this,” Starswirl laughed again, tapping his hoof against the floor. The satellite rotated backwards slightly, showing a portion of the Dream Valley between Darkstar and the v-shaped dots.

“What in the…?” Celestia’s eyes widened in shock.

In the center of the satellite’s focus was a massive scaly creature, with a tail almost as long as its body. It was at least ten times the size of anything they had observed, and was actually a coherent shape, even when observed from space.

“Another one of Discords!” the wizard exclaimed. “Look at the size of it! Bigger than most dragons! I’ll bet it’s some sort of up-scaled magnataur or something, judging by the shape.”

“This is not good…” the nervous princess said, shaking her head. “Not good at all…”

“Ah, I’m sure his size is all he’s got,” laughed Starswirl. “One blast from the Elements and he’ll probably be lizard goo. Oh, speaking of goo, you haven’t met my little friend yet, have you?”

Their conversation was interrupted by a tiny squeak echoing throughout the room. Celestia’s head jerked upwards, searching for the source of the odd sound.


“Oh, it’s all right Trajo,” Starswirl said lazily, sipping his tea once again. “She’s not gonna hurt you.”

“What… is that?” Celestia asked in bewilderment. A floating oval-shaped blob of reflective material slowly peered over the edge of Starswirl’s loft area. Its white body had two beady black eyes that fixed themselves nervously upon the princess.

Trajectorus,” replied the wizard, floating up to eye-level with the tiny creature. “Trajo, for short. Little guy was up here before I was!”

Starswirl paused, his hat beginning to glow. Trajo’s blobby figure began to glow with a white aura, and his beady eyes shifted away from Celestia towards the wizard.

“I’ve never seen a creature like that anywhere in the world,” Celestia breathed, staring at the odd being. “…It can use magic, too?”

“Aye, an amazing little creature he is,” Starswirl replied. Although his concealed face prevented it from showing, his voice revealed that he was smiling. “Not a trace of ivory or any other magic-conducting material in his body… He’s just a floating mass of neurons!”

“You said he was here before you were? …In orbit?” Celestia asked, as Trajo stopped glowing and started floating down towards her. “What kind of life form can survive in such a state?”

“Hay if I know,” laughed the wizard, returning to his bookshelves. “I named the species Caelumi, but he’s the only specimen I’ve found.” He pulled a notebook from a middle shelf. “Scribbled my findings in here, if you’d like them for the archives.”

“Of course, please bring them with you,” replied Celestia—Starswirl made the notebook disappear. “…If only we had more time, I’d have you tell me more of him.”

“Ask him yourself, go on!” Starswirl told her excitedly. “He can only communicate through magic. He can hear us when we speak, but he doesn’t have a physical voice. Besides, it’s such an efficient method of communication. I can talk to him from anywhere in the world with it! Try it!”

“Well,” said Celestia, looking at Trajo, who seemed fascinated with her flowing mane. “Shall we speak?”

The little blob looked at the princess warily, but slowly levitated towards her face and started glowing white.

“Just open your mind and let him in, I promise he won’t bite,” Starswirl said encouragingly.

Celestia took a deep breath, and closed her eyes, clearing her mind. A thought or a voice—she couldn’t quite tell which, but something popped into her head, sounding as though it were whispering in her ear.

“Interrogative: May we communicate?”

Unsure how to respond to a thought, Celestia simply thought the word “Yes.”

“Extrapolation: You wish to know more about Trajectorus?” the whispering voice asked.

Celestia replied with another “Yes.”

“Explanation: Origins unknown. Consciousness developed in orbit over Equestria estimated five hundred and fifty three years ago.”

“You don’t know where you came from?” Celestia asked.

“Explanation: Negative. Theory: Magiogenic organisms in the atmosphere collectivized into a consciousness over a period of twenty-six thousand eight hundred and two years.”


“Definition: Magic-based life form. Theory: Magical residue in the planet’s atmosphere caused airborne microorganisms to mutate and form into…”

“Isn’t he fascinating?” Starswirl asked, interrupting their communication. Celestia opened her eyes again. “He’s never even learned the Equish language! He simply communicates thoughts that our brain automatically translates!”

“He’s a magic-based life form?” the princess replied, her eyes wide. “How is that possible?”

Starswirl shrugged. “I’ve observed him under a microscope for days on end, but he’s mostly made up of a bunch of floating neurons, held together by magical cohesion,” he explained. “Neither of us have a clue where he’s come from, just a few wild theories.

"He wasn’t able to see when I first met him, and he used to be almost invisible. I taught him how to conjure those little visual cones to use as eyes, and to form that white shield around himself to stay together. Still working on a voice though, aren’t we?”

Trajo’s blobby shape formed what looked like a mouth, and he squeaked.

“Heh, he can hear, but a voice is a bit harder for him.”

“Have you ever taken him to the surface?” Celestia asked, watching as Trajo floated around her. He was curiously observing her folded wings and cutie mark.

“You seem to forget that I’ve stayed up here since last we spoke,” Starswirl chuckled, returning to his cup of tea. “Besides, he’s tremendously shy. I also worry about his exposure to contagions and such; if he truly has never left the upper atmosphere, he could be vulnerable to any number of things.”

“Fascinating... But we really should get back to the task at hoof,” said the princess.

“Oh, pish posh,” Starswirl huffed, his hat lighting up. Trajo glowed for a moment, and stopped observing Celestia’s tail. The wizard and his companion began collecting more books; Trajo was pulling some of them from the shelves with an aura of white magic and handing them over to Starswirl.

“Let us finish grabbing some things, and I’ll be ready,” Starswirl said. “I’ve got a glyph that’ll take us to my archives in Canterlot. Trajo’ll stay here and keep an eye on the Dream Valley for us.”

“That’s good to hear. Compared to what I expected, you seem rather eager to return,” Celestia observed. “I was afraid I’d have to drag you out…”

“Oh, you convinced me I should return over a year ago,” Starswirl informed her.

“How so?” Celestia asked, raising an eyebrow in surprise.

“Well, I have to say, I was quite surprised you didn’t request my assistance in dealing with Luna’s return,” the wizard explained. “Naturally, I, well… I snooped a bit, as always, and… Stop looking at me like that!”

“Hmm?” Celestia asked innocently. She was giving him an obvious I-told-you-so glance, narrowing her eyes and grinning at him.

“…Fine, I’ll admit it,” Starswirl huffed. “You were right! There, I said it. May I continue now?”

The princess nodded triumphantly.

“Anyway, I started tracking her movements with my satellite, and, well…”


“Heh. Needless to say, I almost jumped out of my hat when I saw Twilight Sparkle and her friends wielding the Elements,” Starswirl admitted, regaining his cheerfulness. “In almost six thousand years I’ve never seen such a perfect matchup! You really did well.”

“I didn’t do it intentionally, either,” Celestia informed him. “Well, I did give Twilight Sparkle a bit of a nudge, she had always favored books over ponies. Reminds me of somepony else I know.”

“Doesn’t she?” Starswirl gushed. “I must say, I’m excited to meet her. All of them, really! Pinkie Pie is such a laugh; I can’t get enough of her! Her day-to-day life would make a hilarious comedy show.”

“I’m sure you will meet her soon,” replied Celestia. “Luna is training the girls to use the Elements as we speak.”

“Ah, how’s the old bird been readjusting?” Starswirl asked curiously. “I can’t imagine the kind of grudge she must hold after, well…”

“She’s been coming along nicely,” Celestia replied hurriedly. “…Best not to bring that up, though.”

Starswirl laughed. “And how about the rest of the family?” he asked, not making direct eye contact.

“Cadance has been well; I trust you didn’t miss the wedding?” Celestia said, looking up at him.

“Oh, I saw it alright, spectacular event,” Starswirl replied lazily, pulling two more books from the shelves and causing them to disappear. “Nice dodge, though. You know I wasn’t referring to Cadance.”

“I have no idea,” Celestia answered, her demeanor suddenly shifting to an unsure abruptness. “But I suppose we’ll find out soon, won’t we?”

“Ah, she holds her grudges well,” laughed Starswirl, collecting one more book before sinking back down to face the princess. “Do give her my best when you see her, though.”

“Shall we?” Celestia asked, ignoring his attempt to continue the topic.

The masked wizard laughed once again and nodded. His hat glowed again as a powerful blue aura enveloped Celestia and himself, and his yellow eyes darted across the teleportation glyph in front of him.


The princess closed her eyes as they teleported, reopening them a moment later to find herself face-to-face with a glamorous purple-maned unicorn.

“Ah, here we are!” Starswirl exclaimed, floating past the startled mare. Despite the fact that they were no longer in space, the wizard continued to float instead of walk.

“Rarity, this is an old friend of mine, Starswirl the Bearded,” Celestia informed her. “He will be joining our team.”

“St-Starswirl the Bearded?” Rarity asked, unsure. She had heard the name before, but she couldn’t quite remember where. “Well, it’s nice to meet you, I’m-“

“Rarity, Element of Generosity,” Starswirl enthusiastically finished for her. “Pleasure to meet you!”

Rarity blinked a couple of times, observing the odd fashion choices of the masked wizard. There was something off about him, going beyond his odd stylistic tastes.

“Starswirl will join Luna in instructing you about the Elements,” Celestia said, as Starswirl floated through the archive. “I must leave, to… gather the last of our group.”

“Is everything alright, princess?” Rarity asked, noticing her pause. “You seem… unsure.”

“Indeed I am,” she admitted, her horn beginning to glow as she prepared a teleport. “Thank you for your concern, Rarity. Farewell.”

“Goodbye, your highness,” Rarity said, bowing her head politely. Celestia smiled and returned the gesture, teleporting away in a flash of golden light.

“So, Miss Rarity,” Starswirl’s voice echoed throughout the archives. “Has Luna has explained anything about the Element of Generosity?”

“It doesn’t sound like the most glamorous task,” Rarity replied, looking around for the wizard. The row he was searching glowed faintly as he levitated himself. “If I understand correctly, I’m to absorb the pain of my friends as they fight in battle?”

“Partially,” Starswirl explained, as Rarity approached the row he occupied. “Allow me clarify with an example. Say I throw a rock at Celestia, and it strikes her in the head.”

“How rude!” Rarity interjected in annoyance. “Why would you present her as the victim?”

“Hah!” Starswirl laughed, amused by her defensiveness. “The princess and I go way back, she wouldn’t mind if I jest.”

“Hmph,” Rarity huffed disapprovingly. “Go on, then.”

“Normally, the rock would hit her with full force,” he continued. “However, if you’re channeling the Element of Generosity upon her, the force of the strike will be reduced and divided between her and yourself.”

“Reduced and divided?” Rarity asked, putting a hoof to her chin as she did the mental math. “So instead of splitting it fifty-fifty, what happens?”

“It’s a complicated mutating algorithm based on how strong you are with Generosity, but it can be simplified by saying that Celestia would receive roughly one-third of the impact, you will receive one-fourth, and the rest is negated by the Element’s power,” Starswirl explained, pulling a few scrolls from the archives. “Just over half, and I’m to believe even more during your potential!”

Rarity observed him carefully as he spoke, trying inconspicuously to catch a glimpse of his concealed face. She was unsuccessful, but she realized something interesting about his mask—it was too flexible to be ordinary mesh. It was enchanted by some sort of magic, allowing the fabric to change size freely as his jaw moved. This prevented his face from being revealed, regardless of how he moved his head.

“Anywho, I suppose we should get started with your training,” Starswirl said, shelving all of the scrolls he had been observing. “We’ll need to work with the protectorate—Rainbow Dash and Applejack. Where are they right now?”

“They’re in Canterlot Tower, training with the princess,” Rarity replied, recovering quickly from her curiosity. “I simply must know that spell he uses on his mask,” she thought as he floated down. “That, and why he insists on wearing such a thing…”

“Hmm,” Starswirl thought aloud, his hat glowing. “It seems I’m slightly drained from teleporting Celestia and myself here. Could you kindly lead the way?”

“Of course, right this way,” Rarity told him, trotting out of the archives. Starswirl floated behind her as they entered the hallway.

“I must say, Rarity, I’m looking forward to working with you and the other Elements,” the wizard mused. “Especially Twilight Sparkle! Is she training with Luna as well?”

“She’s, well,” Rarity began, trying not to make her friend sound lazy. “She’s resting at the moment. She stayed up all night last night and then got hit with this crisis this morning. And she teleported all of us from Ponyville to Canterlot… I’d say she’s earned it.”

“Ambitious!” Starswirl replied excitedly. “Teleporting six ponies such a distance is no easy feat.”

“I can only imagine,” Rarity continued, leading him through the castle. “She’s so pressured, the poor girl.”

“Pressure makes diamonds,” the wizard chuckled as they passed a patrolling unicorn guard--he paused and stared at them.

“Oh, I found what I was looking for, dear,” Rarity called to him, turning her head and fluttering her eyes at the dumbstruck guard. He blinked a few times in disbelief, eventually nodding at her. His eyes locked on Starswirl as the pair turned a corner.

“Was that…? Nah… not possible… Nope. Didn’t see anything.” The guard shook his head and continued patrolling.

Rarity led Starswirl out of the archives and through the courtyard, drawing several odd glances from the Canterlot nobility that milled about in the afternoon sun.

“If it isn’t too bold of me to ask,” Rarity said curiously, understanding their confusion. “Why do you hide your face?”

“Heh, if you saw it you’d know,” Starswirl laughed quietly. “Actually, my skin is quite sensitive to the sunlight and wind. Even the slightest UV rays can hurt! The suit protects me sufficiently, though.”

“I see,” Rarity replied, gazing at his outfit for a moment. Her eyes were drawn to the white stars and moon on his cape. “The embroidery is very well-done, might I ask who sewed your cape?”

“Princess Luna herself,” the wizard replied proudly as Rarity led him to the edge of the courtyard. “You’d be surprised at all the different arts she has mastered. She makes such little use of her skills sometimes, it’s just a tragedy!”

“A tragedy indeed,” Rarity agreed. “She could easily start a trend!”

“Mmm, is this it?” Starswirl asked, as they crossed the bridge towards Canterlot Tower. “This hall wasn’t even here last time I visited Canterlot. My, how things change!”


“Oh, when were you here last?” Rarity asked as Starswirl opened the door with his magic. Her question went unanswered—they were both taken off guard by what was happening before their eyes.

Princess Luna and Rainbow Dash were locked in fierce aerial combat!

Dash was soaring towards the princess, looking as though she were about to tackle her head-on in midair.

Immediately teleporting out of the way, Luna reappeared behind her, instantly conjuring two wooden crates that she rapidly hurled at her.

The crates struck Dash from behind as she tried to stop, shattering into dozens of wooden fragments. She was unharmed, but angry, and she turned back around and started charging at Luna again.

With expert precision, Luna repeated the process, teleporting away and assaulting her with projectiles.

“You are too predictable!” Luna’s royal voice boomed. She teleported again, not giving Dash another chance to charge.

Luna reappeared behind Dash, kicking her square in the back with her hind legs. The pegasus grunted in pain as she flipped through the air, regaining control over her flight and swooping around.

This time, Dash tried to catch the princess off-guard. She pretended to charge her, but stalled her wings at the last second, shifting her momentum around and zipping downwards. She arced around before reaching the ground and started charging at Luna from a different angle.

“A minor improvement,” Luna boomed, dodging the charge. “But no matter what direction you attack me from, I will see you coming!”

“Oh yeah?!” Dash thought. She suddenly turned around and smashed her way through one of the stained-glass windows of the hall, pulling up and heading into the sky.

“Hmph,” Luna said, mildly impressed. “Thinking outside the box… That is a start.” She teleported to the shattered window, scanning Canterlot’s airspace for her foe’s rainbow trails.

From the opposite side of the hall, Dash suddenly broke through a window and charged Luna from behind--she dodged the attack partially, but Dash’s outstretched hooves grazed the edge of the princess’s black necklace.

“That was much better,” Luna boomed, watching Dash circle around in the sky. “But you continue to fly PREDICTABLY!”

Luna fired a precisely-aimed jet of indigo magic ahead of Dash’s flight path—she flew directly into the attack, causing her wings to get burned by the searing magic.

As Dash started to spiral towards the city below, Luna caught her with an aura of indigo magic, carrying her back into the hall and dropping her painfully onto the hard marble floor.


“Time out!” another princess’s voice called out. Cadance, Fluttershy, Applejack, and Pinkie Pie galloped over to their fallen friend, and Rarity galloped away from Starswirl to join them.

“Oh, Dashie,” Fluttershy said nervously, enveloping her friend with a pink stream of healing magic. “You shouldn’t ask Luna to be so hard on you...”

“Agh…” Dash said, sitting up and flexing her wings painfully. “That’s not fair, princess! How am I supposed to fight that?!”

“You asked me to give you my best,” Luna replied, landing across from the pegasus. “That was not even close. Forgive me for not obliging your request entirely...”

“Ah think she’ll forgive ya, princess,” Applejack said, patting the angry Dash on the back. She noticed Starswirl floating towards them. “Looks like we got some company. Who might you be, mister?”

“Starswirl the Bearded,” Luna boomed suddenly, causing the ponies around her to cover their ears. “We have not seen you for millennia…”

“Luna!” replied the enthusiastic wizard, floating in her direction. “I’ve missed you, kid!”

“I’m sure,” Luna replied dismissively, turning to face Applejack. “We will perform another exercise with Applejack, and then Rarity shall be included. Prepare her accordingly.”

“Straight to business, then,” Starswirl said, slightly disappointed. As Luna and Applejack began their noisy training session with wooden crates, the wizard floated over to Rarity.

“Activating the Element of Generosity is simply a matter of willing it so, just as you’ve done before,” Starswirl explained. Applejack was struck head-on by a wooden crate.

“Ah-huh,” Rarity replied, trying not to be distracted.

“The Elements are fueled by their corresponding emotion, yours being generosity,” the wizard continued. Luna had taken flight and was now pelting Applejack with projectiles from above.

“Thoughts, memories, situations—anything that triggers the emotion can power your Element,” Starswirl told her. His hat glowed, and a blue light began to envelop him.

A stray shard of broken crate flew at them, bouncing off of the weak shield Starswirl had just conjured. “Generosity can be fueled by self-sacrifice, so the desire to keep your friends from harm at any cost is a good start.”

“Aren’t they being a bit rough?” Rarity asked concernedly. Applejack pulled a feint charge, sidestepping as Luna teleported, recovering fast enough to almost strike the elusive princess.

“Naw, that’s foal’s play,” laughed the wizard. “Especially for the Element of Honesty. She fuels herself with the desire for truth and justice—those hits probably feel like taps on the shoulder.”

“And I reduce what she feels even further?” Rarity guessed, as Applejack ignored a blow to the face. She was more angry about the displacement of her hat than the strike from the crate.

“Indeed you do,” Starswirl confirmed, lowering his shield as Luna concluded the exercise. “It’s theoretically possible for Dash or Applejack to get blasted through a stone wall and feel practically nothing. When all of the Elements work together, it truly is a force to be reckoned with!”

“Shall we begin?” Luna cut in, ignoring Starswirl and focusing on Rarity.

“I believe I’m ready,” Rarity told her, stepping over towards Applejack and Rainbow Dash. “Go easy, princess, if you would…”

“Rainbow Dash, you will go first,” Luna ordered, as Applejack stepped aside. “Rarity, stay off to the side, and channel your Element. Focus on the entire group.”

Closing her eyes and thinking hard, Rarity attempted to do as Starswirl described, focusing on her willingness to sacrifice for her friends. The purple gem on her Element began to glow, and everypony in the room felt a slight tingling sensation on their skin.

“We begin now,” Luna said. Her horn glowed as she enveloped a nearby column with a powerful indigo aura. It was ripped from the wall, causing the entire building to rumble.

“You’re not kidding around, are you?!” Dash shuddered, baring her teeth and taking flight.

Without bothering to respond, Luna hurled the entire column at her unprepared target.

Dash crossed her hooves in front of her head, preparing for the worst. She and Rarity both grunted in pain as soon as the column impacted—it split into dozens of fragments, showering smaller bits of stone onto Starswirl’s small shield, which protected the rest of the group.

“Is that all-“ Rarity started to ask, ending her sentence abruptly as she opened her eyes. It took her a second to realize what had just happened.

Out of nowhere, Luna lifted telekinetically lifted a fragment of the column and forcefully projected it at Starswirl’s head. It bounced off of his shield—he shook his head sadly.

“That is all,” Luna said bitterly. “Simple enough. We will now practice with fire magic.”

Applejack gulped—it was her turn. Luna's tense mood seemed to be worsening by the minute.

Chapter 7 - Family Reunions

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Nearly a thousand miles to the north and east of Canterlot, a great range of mountains divided the entire continent of North Equador from coast to coast.

Their average elevation was twenty-seven thousand feet; few ponies or unicorns dared to climb them, and the icy air around their peaks was so thin that no flier could stay in the air without the assistance of magic.

The deadly Tramplevanian Alps outlined the border between Equestria and the Griffon Kingdoms.

At the top of one of these mountains, a sudden CRACK of golden energy echoed for miles in every direction. Princess Celestia carefully surveyed the Alps around her.

“Where are you?” Celestia thought. Her eyes scanned the innumerable peaks, but all she could see was swirling snow and empty peaks. She teleported herself to an adjacent mountaintop, pausing again to survey her surroundings. Still, she saw nothing.

Celestia sighed. Her warm breath crystallized into ice moments after leaving her mouth, and her plated hooves sank into the snow. She shivered in discomfort; despite being resilient and powerful, her body was being chilled to the bone by the unnatural cold.

Teleporting across mountaintops for the third time, a thick snowstorm suddenly formed in front of her.

Kicked up by the wind, snow rotated rapidly in one spot, forming a small white cyclone. In center of the howling flurry, a shadowy figure began to take shape, seeming to materialize from the snow itself. The brown silhouette had a tall horn, and its tall figure was equine.

Two icy cyan eyes glowed through the snow, and they fixed themselves upon Celestia with a chilling glare that rivaled the freezing air. Celestia stared back, narrowing her eyes against the wind.

The silhouette’s mane and tail were thin and matted, and they whipped violently in the wind. Its hair was mostly an unsaturated red, but parts of it were grey, and nearly indistinguishable from the snow swirling around it.

“You have some nerve, Celestia,” a mare’s deep voice boomed angrily.

“Do you know why I am here?” Celestia responded, matching her volume.

“Do I care?”


The pair stared fiercely into each other’s eyes. The brown mare bared her teeth for a moment before resuming the spiteful conversation.

“So your little kingdom is going to fall,” she said spitefully. “Give me one reason why I should care.”

“If Equestria falls, nowhere on this planet will be safe for long.”

“I’m still waiting.”

“And that’s all you’ll ever be doing.”

At a stalemate of wits, the furious equines stared each other down. Celestia’s fiery magenta eyes dug deeply into her counterpart’s icy cyan eyes. For nearly a minute, they said nothing.

Closely evaluating her opponent, Celestia sought to exploit a weakness. Her foe’s anger was a mask—a powerful one—but a ruse nonetheless. She was hiding a reservoir of feelings, dammed by her rage. Celestia determined that there was only one way to break that dam—attacking its weak point.

“Do you remember a small town called Bridlemore?” Celestia broke the silence, her tone subtly shifting into a reminiscent one. “…It could happen to all of Equestria if we do nothing.”


“Don’t… you… dare…” the brown mare seethed, increasing her volume with each word.

The shroud of swirling snow suddenly burst away from her, revealing a wide pair of wings and her cutie mark. It was a blue circle, with green shapes inside of it. Deep scars ran across her flank, cutting directly through the mark.

As the alicorn stared cuttingly at Celestia, the mountaintop began to rumble beneath their hooves.

“History is not only going to repeat itself,” Celestia continued calmly. “It’s going to get worse.”

“SHUT UP!” the brown alicorn exploded. She took flight and charged at Celestia.

Celestia stood her ground firmly—the attacker struck an invisible shield between her and her target, knocking her backwards.

“COWARD!” she spat, recovering and hopping away from the princess. “HIDE BEHIND YOUR MAGIC!”

“I am not the one running and hiding,” Celestia replied firmly. Her voice had shifted to a cold, condescending tone.


“Listen to me…”

Celestia’s demand was ignored. The raging alicorn’s eyes began to glow bright white, and she lifted her head towards the sky. She screamed at the top of her lungs, sending chills down Celestia’s spine.

At the sound of her voice, the surrounding mountaintops began to quake and crumble. Jagged slivers of stone jutted through the snow like spears, threateningly pointing into the sky. Gravity seemed to reverse in some places, sending masses of pebbles, snow, and ice floating upwards.

The mountaintop beneath Celestia crumbled into pieces, but she simply lifted her hooves and continued to float where she had been standing, suspended by a thin golden aura. All that remained of the great peak beneath them was a single column of bare stone beneath the screaming alicorn.

A massive spike of thick grey rock jutted out of the mountain towards Celestia, but it was shattered by her powerful shield. Chunks of rock, large and small, began flying from below and smashing into Celestia’s shield, but they did no damage.

Seeing the futility of her actions, the brown immortal faltered.

“Calm down, Terra,” Celestia said quietly.


Terra stopped screaming and collapsed onto the stone platform below her. Her fury had completely burned out, leaving only a bitter sadness. The ground stopped shaking, and snow began to fall heavily.

“Why?” she asked, looking up at Celestia. Her cyan eyes were glistening, and her voice cracked as she attempted to stifle the lump in her throat. Several tears began to escape from her eyes, crystallizing into ice as soon as they reached her cheek.

“…What did we do to deserve this fate?”

“Deserving has nothing to do with it,” Celestia replied, her voice still quiet. She paused, carefully considering her next action. “That was the easy part… Now to cheer her up.”

“It has everything to do with it!” Terra shuddered. Her tears were forming pointed icicles on her cheeks. “As soon as we start to care for anypony, they’re RIPPED away from us!”

“That’s not always true,” Celestia said soothingly, her horn beginning to glow with a soft golden light. She slowly floated towards Terra, assuming a sitting position in midair across from her. The icy tears on her cheek began to melt as Celestia’s horn radiated heat.

“If we save your little ponies, it just happens all over again,” said Terra, her voice quivering as she attempted to suppress the tears. “Again and again, doomed to a never-ending cycle…”

“You’re right,” Celestia replied. “But the more you think about it, the worse you make it for yourself.”

“What else is there to think about?” Terra cried, sadness having taken full hold of her composure. “Tomorrow, another thousand years will have passed, and nothing we do today will have mattered!”

“That’s not true,” Celestia reassured. “The smallest of actions can reverberate across the eons.”

“…You would know,” Terra replied, sniffing. She continued to hang her head, refusing to meet eyes with Celestia. “S-so maybe we can save them this time. So what? If they don’t die today, they die in fifty or sixty years… Which is nothing to us!”

“If they don’t die today, they live,” Celestia said, extending her hoof to lift the distraught Terra’s face. She batted it away and continued to look down. “…You have to look at things differently.”

“Differently?!” Terra asked hysterically. “Perspective doesn’t change the truth! How can you let yourself love them, knowing someday you’ll have to watch them die?”

Celestia hesitated. She had heard that question so many times, from so many different ponies throughout the years.

“Because death has no bearing on my love for them,” she explained honestly. “I’ve never told anypony about this—not even Luna—but hidden in my sanctum at Canterlot, I have a… diary, of sorts.”

“…A …diary?” Terra sniffled, unable to resist her curiosity. “…What?”

“Yes,” Celestia confirmed. “It’s more of a scrapbook. Everypony I’ve ever been close to has a page of their own, complete with a sketch and a description of what made them special to me.”

“H-how is that… no, there’s n-no way,” Terra quivered. “There’d have t-to be… thousands…”

“Seven thousand, five hundred and fifty two,” Celestia corrected her. “I’m on the thirty-second book.”

“And that’s just those who I’ve been the closest to… My greatest students, loyal guards, appreciated advisors—friends, in general. I also have the complete census records, dating back from when we first came to Equestria…”

“All of those ponies…” Terra sighed, stifling her sadness slightly. “You… you would still say you love them, even the ones that have been dead for thousands of years? Naïve…”

“I would,” Celestia told her, smiling. Her horn began to glow. “Alright… time for my secret weapon.”

Terra continued to stare at the ground, silently pondering Celestia’s words. Out of nowhere, something broke her concentration.

“Stop that,” said Terra, looking up at Celestia. “What are you doing?”

“Stop what?” the princess asked innocently.

“You know what!” Terra said, trying to be angry. She was failing; her lips were beginning to curl.

“I’m not doing anything,” Celestia declared, turning to gaze out towards the broken mountaintops. Her eye slowly traveled back towards Terra as she jittered uncomfortably.

“It’s not funny!” Terra shouted, fighting a losing battle with the grin on her face.

“What’s not funny?” Celestia asked, feigning cluelessness. Terra was now squirming uncontrollably.


Terra tried to voice another protest, but she couldn’t hold on any longer. She burst out laughing, rolling around the platform.

“You’re too easy,” Celestia said, smiling as Terra continued to giggle and squirm.

Celestia’s horn stopped glowing for a moment, and Terra sat up quickly.

“That’s not funny-“

Celestia cut her off, her horn resuming its glow as she used her magic to tickle the helpless alicorn in front of her. Laughter rung out across the mountaintops as Terra rolled around, spreading her wings and batting them helplessly towards the princess. She slowed the tickling again, granting her a moment to breathe heavily.

“You think… just because… you-AGGH-AHHHH!

Terra fell backwards again, arching her back as she attempted to stop the torturous magical onslaught. Celestia once again slowed the tickling, giving the victim a chance to recover.

“It’s been over two hundred years, and you still haven’t forgotten my weak spots,” Terra said, taking a deep breath as she tried to reclaim control of her twitching body. Celestia shook her head triumphantly.

“Come, sister,” she told Terra, wiping the last of the brown alicorn’s tears from her face. “Come to Canterlot with me. The team is simply fantastic! And you’ll never guess who else is in it.”

“I…” Terra started, sighing in defeat and gazing at Celestia.

“Good!” Celestia answered, smiling mischievously as she prepared a teleportation spell. In a flash of golden light, the two sisters disappeared from the shattered mountaintops.


“He HAS to be in here. I’m gonna blast him to pieces!”

Twilight Sparkle desperately ignited her horn, illuminating the area around her like a flare. There was nothing in sight. She couldn’t see the walls or the ceiling, only darkness, for what seemed like an eternity.

Suddenly, something burst out of the ground, seizing her front-right hoof. It was a skeletal leg, and it held her firmly in place. Five other skeletal legs instantly burst from the ground around her, two pairs seizing her hind legs while the fifth restrained her front-left hoof.

Twilight tried to scream, opening her mouth wide, but no sound came out. Her horn was unresponsive as she mentally blazed through a list of spells. She looked around frantically, and what she saw made her heart plummet. Shapes of skeletal ponies were walking slowly into the light. Even without flesh, manes, or tails, Twilight knew who they were.

One of them was a unicorn, its calcified horn glimmering in the light. Two were pegasi, with their wing bones loosely hanging at their sides. Two were earth ponies, one of them wearing a torn brown hat.

They approached Twilight slowly, stopping roughly a foot away. Their empty eye sockets were all staring at her, sending chills down her spine. Twilight tried to close her eyes, but it seemed that even her eyelids would not respond to her.

“Aren’t they beautiful?” a chilling voice asked. A pair of yellow eyes shone through the darkness ahead of her. “You’ll join them, of course... but first, you’ll feed them. They’re quite hungry, you see.”

The skeletal ponies around her began to close in. Twilight struggled as hard as she could—their mouths opened wide, and their teeth gleamed in the dimming purple light.

“DARKSTAR!” Twilight screamed, breaking free of the skeletal shackles beneath her. She ducked and closed her eyes, hearing demonic laughter echoing through her head.


The laughter suddenly stopped, and Twilight’s eyes shot open.

Hyperventilating and almost in tears, she sat up quickly, poking herself to ensure she was no longer dreaming. The evening sun was setting, casting a warm glow onto the endless shelves of the Canterlot Archives.

Twilight had slept the entire afternoon away. Trying not to cry, she curled herself into a trembling ball.

“Hey, you,” a stallion’s voice called out from behind her. Twilight whipped her head around, staring at the blue-maned unicorn in the doorway.

“You don’t look so good,” Shining Armor said lightly, walking into the archives. Sniffling, Twilight hopped up from the floor and galloped to her brother, embracing him affectionately.

“Bad dream?” he asked, curling his left hoof around her and patting her on the back.

“I was just trying to take a nap,” Twilight shuddered, nodding into his neck as she tried to stifle her tears. “Rarity practically forced me to…”

“With good reason,” Armor told her softly. “I stopped by to see how the training was going, and Cadance told me you’d stayed up all night, and used a mass teleportation glyph...”

“Yeah, I guess so…” Twilight sniffled, starting to let go. Her brother held her tighter, preventing her from pulling away.

“You’re a hero, Twilie,” Armor reminded her, smiling. “Never forget that.”

“I… I guess so…” Twilight said, hugging him once more before he finally let go. “…Did Rarity find any of the anti-necrotic spells? Is Luna ready to train me yet?”

“Princess Luna’s been working with Rarity and the others. She didn’t mention anything, so probably not,” Armor explained, looking out the window at the setting sun. “Princess Celestia’s been out and about all day, recruiting other ponies for our team…”

“Who else is she getting?” Twilight asked, taking a deep breath and turning around. She walked back into the archives, sighing at the mess of books and scrolls she had made. “Is it anypony we know?”

“Well, I know a few,” her brother replied, leaning against the doorway as she started cleaning up. “Sergeant Ironmane, the trainer of the Royal Guard… He came to me earlier today to inform me that Celestia had recruited him.”

“Wasn’t he your drill sergeant when you first started your training?” Twilight asked, shelving a couple of books. The name sounded familiar from several letters she had received from him after he first left.

“That he was,” Armor laughed, recalling some interesting memories of boot camp. “He’s really intense, probably one of the toughest ponies I know. He’s turned down dozens of promotions… I think he just really likes being a trainer. I can see why, though.

"He taught me everything I know about hoof-to-hoof combat, even though it’s no longer mandatory for unicorn guards to learn. He’s also a weapon master—swords, spears, polearms, especially crossbows! I’ve seen him in action on the training dummies, he turns them into pincushions!”

“Wow, sounds like a pretty good pick,” Twilight replied, checking a scroll before rolling it back up. “Anypony else you know of?”

“Ashton Calhoof, five time grand champion of the Canterlot Rodeo Competition,” Armor continued. “Another good pick—I saw him lasso one of my pegasus guards in mid-flight! Took‘em down easily!”

“Why’d he do that?” Twilight asked, looking over the edge of a scroll and raising an eyebrow at her brother. “That doesn’t sound very nice…”

“It was just a bet,” Armor chuckled. “The guards that brought’em in were goofin’ off… I had to set‘em straight afterwards, but I gotta admit, seeing him in action reminded me that the princess really does know what she’s doing…” He hesitated. “Well, mostly…”

“Mostly?” Twilight questioned, picking up a book titled Defense against the Dark Arts and starting to flip through its pages.

“Well, there was one that I heard about…” Armor replied, his voice suddenly darkening. “And I really couldn’t believe what I was hearing… have you heard of a pony called Ragehoof?”

“Hmm… I don’t think so,” Twilight answered, tossing the book aside in frustration. “Should I have?”

“Probably not,” Armor told her. “Every once in a while, you’ll hear about some crazy pony that doesn’t like Celestia, and thinks we should be ruled by somepony else…”

“He’s one of them?”

“Yeah… and he did a lot more than just think Celestia shouldn’t rule. He walked into the throne room, completely unannounced and heavily armored… Of course, two of my guards blocked him....” Armor seethed..

“...What’d he do?”

“He fought them, and he… he beat them easily… I heard the full report, and I couldn’t believe it… the first two guards were knocked out instantly... The rest of the Royal Guard in the room—fourteen of them—charged at him, but he somehow fought his way through all of them…”

Armor bared his teeth angrily. “If I was there, he wouldn’t have been so lucky!”

“I’m not sure he was just lucky,” Twilight told him curiously, putting the last of the books away. “Sixteen Royal Guard? What kind of spells did he use?”

“That’s just it—he’s an earth pony… he didn’t use any magic, he physically beat them back,” Armor huffed. “The princess herself had to use a powerful spell to restrain him… she didn’t blame us for it, but we all felt really bad…”

“And after all that, she wants him to join us?”

“…Yeah… I don’t know why, but she does… I couldn’t believe it when Sarge told me.”


“Sergeant Ironmane…”

“Oh…” Twilight was hopelessly confused. “But why in the world did this… Ragehoof guy want to overthrow Celestia? She’s the kindest leader anypony could ask for!”

Armor shook his head. “Despite his crazy ideas, the princess herself asked him to fight with us, and he said yes... It goes without saying; I’ll be keeping a close eye on him…”

“I’d do the same,” replied Twilight, picking up the rest of the scrolls on the ground and rolling them up.

“Oh, there’s another,” her brother continued as she placed them on a high shelf. His voice heartened significantly. “Just arrived earlier this afternoon, and, well, you’re never gonna believe this…”

“Who could it be?” Twilight asked, scanning the floor of the archives. They were now completely clear.

“I’ll give you three guesses,” Armor smiled. “This one’s really gonna blow your mind, trust me!”

“Hmm…” Twilight raised a hoof to her mouth as she ran through a mental list of really unlikely choices. “Um… Trixie?”

“Hah!” Armor laughed. “No, but he sure is great and powerful.”

“A stallion, huh?” Twilight narrowed her list, but still had no idea. “Um… Axil the Observer?” Armor shook his head. “…Fluxhorn? Antonidas, Headmaster of Canterbury?”

“Strike four!” an ancient voice laughed from the hallway. Twilight gasped, staring at the doorway.


“Haha, I didn’t know he was here! Guess I’ll let you see for yourself,” Armor said, walking out of the doorway and into the archives. A masked wizard floated in behind him.

“No…” Twilight said, her eyes widening. She would have recognized his hat and cape anywhere. “That’s not… You’re not…”

“Am I not?” Starswirl chuckled curiously, looking down at his hooves.

“Starswirl the Bearded would have to be thousands of years old!” Twilight yelped, dumbfounded. “That’s impossible! Who are you, really?”

“Ugh, don’t remind me,” the wizard said, his yellow eyes rolling. “Come now, Twilight Sparkle, all that you’ve learned, and you still throw that dirty word around? Impossible?”

“Starswirl the Bearded…? It really is you?” she asked. “…and you know who I am?”

“But of course!” he replied enthusiastically, floating over to her and extending his hoof. “I’ve been following your career ever since you and your friends recovered the Elements of Harmony!”

“It’s a… pleasure…” Twilight breathed, shaking hooves with the legendary wizard. His hoof felt very fragile beneath his mesh suit. She was still coming to terms with the fact that one of the most revered spellweavers in recorded history was floating in front of her. And taking an interest in her career.

“Trust me, the pleasure is mine,” Starswirl laughed, his hat beginning to glow. “I believe Luna’s ready for you. I’m sure you have many questions—don’t worry--there’ll be plenty of time later! Off we go!”

With a powerful CRACK of blue magic, Starswirl teleported himself and Twilight out of the archives.

“Guess I get to walk,” Armor grumbled, cantering into the hallway. “Maybe after all this is over I’ll take night classes on teleportation…”

“Do you not think she’ll be bitter?” Terra asked nervously, pacing back and forth. She was standing at the windowsill in Celestia’s private chambers, watching the sun set.

“Surprised, perhaps,” Celestia responded, using her magic to pull a hairbrush from her dresser. “But not bitter. She’s never bitter!”

“I still haven’t promised anything,” her sister replied, eyeing the brush repulsively as Celestia offered it to her. “Get that away from me…”

“Would just a little care for your hair be so horrible?” the princess asked her, shoving the brush into her face. “You don’t want to meet her looking like that, do you?”

“Ugh!” Terra replied, seizing the brush with a sloppy aura of red magic. “I haven’t seen her since she was a little filly… she won’t even remember my face!”

“Of course she will,” Celestia reassured, nodding her head towards the mirror on her wall. Her sister reluctantly approached it.

“What have you told her?” Terra asked, trying to brush her mane. Her control of the brush was weak; she seemed to have little ability with regular magic.

“I have not broken my promise,” the princess replied. “Luna has returned only recently, and she has not asked her about you. She only knows you chose to travel to a distant land.”

“Does she know it had nothing to do with her?” Terra hastily questioned, jerking her head around to face Celestia. The accompanying movement of her mane forced the brush through a knot, causing her to yelp in annoyance.

“She never asked,” Celestia explained. “You would be surprised how strong she’s become, even in your absence. All of Canterlot’s finest influenced her, but I took it upon myself to personally ensure she didn’t become stuck-up. Not that it took much effort… she has such a caring heart.”

“Did she…” Terra started, fearing the answer to the question. She turned back towards the mirror and resumed brushing her mane. “…Did she get her cutie mark?”

“Not seventeen years after you left,” Celestia told her. “It’s a beautiful crystal heart. Her special talent is spreading love, and she does it effortlessly.”

Terra sighed deeply, looking down. A single tear began to form in the corner of her eyes.

“So much of… him…” Terra said quietly. “The Crystal inheritance… her eyes, the purple in her mane… she even got his mother’s pelt…”

“She hasn’t asked of him, either,” Celestia explained. “She’s become an amazing princess, and I know she would love to meet you.”

Terra sighed deeply, closing her eyes. The tears escaped, running down her brown cheek.

“I’ll give you about five minutes,” Celestia continued, grinning. “Then I’ll bring her here. You’ll have plenty of time to talk before we have to begin preparations!”

“What do I say?” the worried alicorn responded, her eyes shooting open and worriedly fixing themselves upon her older sister. “Sorry ‘bout that, just wanted to take a little vacation for the first two hundred years of your life?!”

“You could apologize,” Celestia suggested. “And explain the reason why. She’s a lot more understanding than you seem to think.”

“I…” Terra said, turning back to the mirror. She hopelessly ran the brush through her mane a few more times before dropping it. “…I’ve given her nothing to understand…”

“Do you want some help?” the princess asked her, getting an idea. “I’ll help with that, if you want.”

“Please do!” Terra begged, turning around. “I simply have no idea what to say!”

Celestia grinned mischievously and prepared a spell, her horn radiating golden energy.

With a bright flash, Terra’s mane and tail puffed out, thinning and conditioning themselves. It began to flow and sparkle brilliantly, just like Celestia’s hair. Her mane’s colors were brightened; what was formerly dark red was now crimson, and the grey layers had become an off white.

With this new look, she resembled her sister more than ever.

“Oh…” Terra said, annoyed. “Help me with… that…”

“Just say what comes to mind,” Celestia said warmly. “Maybe not so much needs to be said. Who knows, maybe she’ll do all the talking!”

“…Did you have to make it sparkle?” Terra asked, her face starting to match her crimson hair. “I’m not a princess like you…”

“Like it or not, it’s in your blood,” Celestia smiled back. “But that’s a discussion for another day. By the way, you’re down to three minutes.”

“UGH!” Terra fumed, returning to the mirror. Though she cared little about her appearance, she couldn't find anything negative to say about it. “Well…”

“See, it isn’t all that bad,” Celestia giggled. “I’m going to get her now. Three minutes!”

“You are a fast learner, Twilight Sparkle,” Luna observed, watching Twilight use the Element of Magic to prepare a paralyzing spell.

Applejack, Fluttershy, Rarity, Pinkie Pie, Cadance, and Starswirl were watching her from across the hall in Canterlot Tower. Twilight’s eyes glowed white as she looked up towards the ceiling, where Rainbow Dash was flying around in a random pattern.

“Ah’m not quite sure this’s healthy-“ Applejack started. Twilight cast the spell, freezing Dash in midair. With her wings no longer moving, the pegasus began to plummet towards the marble floor, being caught by a haze of blue magic.

“Not to worry, she’s snug as a bug,” Starswirl commented cheerfully, rotating the frozen pegasus and placing her gently onto the red carpet in the center of the hall.

“It’s not all that difficult,” Twilight said to Luna, her eyes returning to their usual shade of purple. “It feels like the Element’s just taking what I do best and making it better…”

“That is Magic’s purpose,” Luna replied, using her own magic to release Rainbow Dash from her frozen state. “We will soon move outside to the gardens to finish your training. The spells which you will be taught are not… suitable for indoors.”

“Like throwing columns at super-fast speed is,” Dash muttered, testing her wings before taking flight.

“That exercise is simple enough not to demolish the building,” Starswirl chuckled as Luna began explaining the next spell to Twilight. “But when Twilight gets going, she’ll be taking the ceiling out.”

“I don’t get it,” said Dash, changing the subject and glaring at the wizard. “How come you always wear that mask?”

“How come you always wear nothing?” Starswirl replied, looking at her curiously.

“To be more aerodynamic!” she exclaimed, doing a backwards somersault and flipping her mane. “Can’t have big hats and capes slowin’ me down!”

“Flight suits like those of the Wonderbolts would suppress your pelt, making you even more aerodynamic,” the wizard replied lazily. “Try again.”

“Well, I guess,” Dash began, putting a hoof to her chin as she thought about it. “But they don’t just sell those to anypony, y’know? And the off-brands just look terrible.”

“So what you’re saying is, you have an image you’re trying to maintain?”

“Well, yeah!” she piped up.

“So do I,” Starswirl replied, answering her initial question. “Ah, looks like Celestia’s finally back.”

“Say what?” Dash asked, looking around for the princess.

In a flash of golden light, Celestia materialized in midair at the end of the hallway, slowly hovering down to the ground.

“How did you know that?! Are you psychic?”

“Not at all,” the wizard smiled back at Dash. His yellow eyes traveled towards the group of ponies watching Twilight. “Pinkie Pie’s tail started to twitch. Nothing was falling, so it must’ve been an incoming teleport! Deductive logic, my friend. Can’t beat it!”

Dash glared at him disbelievingly as Celestia approached the group. “Cadance, would you mind coming with me for a while?” she asked her niece. “I believe you have finished with Fluttershy and Pinkie Pie, correct?”

“Sure!” Cadance smiled, looking proudly at her two students. “They caught on really fast. I don’t think there’s anything else I could teach them!”

“Wonderful news,” Celestia replied, shifting her gaze towards Luna. “When you’ve finished with Twilight, come to my chambers.”

Luna nodded curtly and resumed her instruction. Twilight tried to ask Celestia a question, but she was interrupted—Luna demanded her full attention. She sighed in exasperation—she had so many questions for Celestia and Starswirl that it impossible to focus.

Cadance followed Celestia towards the exit of the hall. “How’s the recruiting going?” the younger princess asked.
“The entire team has been summoned,” Celestia replied, stopping at the hall’s doors. “And one of them is anxious to meet you.”

“Anxious to meet… me?” Cadance asked, confused. “Who is it?”

“You’ll see,” Celestia smiled, readying a teleportation spell. In a flash of golden light, the two alicorns disappeared, rematerializing in Celestia’s chambers.

Cadance looked around, gasping and spreading her wings in surprise. She had locked eyes with Terra, who stood at the windowsill.


Both of the alicorns’ mouths dropped open as they stared at each other.

Nothing had to be said; somehow they both knew.

“How about I make us some tea?” Celestia said cheerfully, walking over to her fireplace. With a flash of golden light, it burst into flame, and the princess conjured a teapot.

Terra gulped, unable to form words.

“Mm…” Cadance started. She knew it was true, but she needed to hear it. “…Mother?”

Still at a complete loss, all Terra could do was nod her head. She didn’t dare blink, inwardly fearing her daughter would disappear. “I-“ she started to say, tears once again streaming from her eyes. “I’m… I’m s-sorry…”

Tears beginning to escape her eyes as well, Cadance suddenly galloped up to her mother, embracing her affectionately. “I was afraid… I’d never see you again…” she sobbed. “I missed you so much!”

“You… remember me?” Terra asked, her heart skipping a beat. “After all these years?”

“I could never forget your face,” Cadance cried, smiling as she buried her face in her mother’s neck. “I was just a little filly, but I’d always remember it!”

“Mi-Amore Cadenza…” Terra replied, lifting her foreleg to return the embrace.

“Call me Cadance,” she laughed, sniffling.

“Cadance… I… It’s beautiful… You’re beautiful... I’m so sorry…”

Celestia couldn’t help but smile as well, pouring three cups of tea as she watched them from the corner of her eye. A sudden flash of purple light shone through the window, causing the rejoicing pair to release each other and stare at its source. It had come from the royal gardens.

“Not to worry, I’m sure that’s just Twilight Sparkle practicing her offensive magic,” Celestia reassured them, trotting over towards the window. Sure enough, Luna, Starswirl, and the Elements of Harmony were standing in the garden, watching intently as Twilight fired her spell again.

The violet jet of light was cone-shaped, reaching outwards from her horn and into the sky. It singed the edges of several buildings in the process, causing their residents to fearfully approach their windows.

“There is nothing to be concerned about, citizens,” Luna’s royal voice boomed at them. “We are practicing magic in the interest of your defense.”

“Hopefully they’re careful,” Cadance smiled weakly, wiping a tear from her eyes. “Otherwise there won’t be much to defend, heh…”

Terra laughed nervously with her, both of them ending the humorous moment with a deep sigh. Seeing the awkwardness begin to build, Celestia decided to give them another nudge.

“Come, have some tea,” she said warmly, levitating two cups and offering them to her sister and niece. Cadance accepted hers and began sipping right away, while Terra simply held hers in midair with her weak magic.

“S-so how has life been, in Canterlot?” Terra asked, gulping. She finally took a sip of tea, which started to relax the lump in her throat.

“It’s been fantastic,” Cadance gushed as another flash of purple light flooded the room. “…I lived with Aunt Celestia until I was thirteen, then I was sent to the Royal Boarding School. I graduated at the top of my class!”

Terra sighed, smiling weakly. “I… I knew you were in… good hooves. I’m sorry I wasn’t here…”

“Hey, it’s okay,” the young princess said, as her mother started to look down. “Just because you weren’t here doesn’t mean I love you any less!”

Terra could feel her heart beginning to melt; Cadance loved her so unconditionally.

“I… I’ve loved you, too…” she tried to explain, taking another sip of tea. “…I left because…”

After a few moments of silence, Cadance placed her hoof on her mother’s shoulder. “You don’t have to talk about that if you don’t want to,” she said quietly. “We can talk about it some other time.”

“What happened… after you graduated?” Terra asked, lifting her head. Another flash of purple light startled them both, this time accompanied by the sound of splintering wood.

“Celestia taught me how to be a princess,” Cadance explained, trying to ignore the fireworks show. “20 years of boarding school, 20 years of governer’s school… Oh, I found my special talent before that!”

The pink alicorn rotated and spread her wings, revealing the crystal heart on her flank.

“I was always good at spreading love and making my friends happy… and then, one day, I saw a couple arguing in the royal garden—all I did was wish they’d stop, and boom! They stopped!”

“That’s amazing…” Terra smiled weakly, taking another sip of tea. She couldn’t help but feel happier—simply being around her daughter again seemed to be transforming her.

“After I finished all of my schooling, I started helping Celestia with administration,” Cadance continued happily.

“I was always good at settling disputes; they even made me a judge on the Royal Court for a few years! I got flight training from Cloudsdale University’s finest… Oh! I was MVP of the Canterlot Brightmanes for four years in a row!”

“Volleyball,” Celesta clarified, as Terra looked at her daughter in confusion.

“Yeah!” the young princess cheered. “And just earlier this year, I married a wonderful stallion, his name’s Shining Armor! He’s the Captain of the Royal Guard!”

“M-married?!” Terra sputtered in mid-sip, spraying tea in every direction.

“The wedding was most spectacular,” a voice boomed from the doorway. Princess Luna had entered the room, and was slowly approaching the other alicorns.

“…Luna?” Terra asked; her younger sister nodded.

For the first time in thousands of years, the three sisters were reunited.

Chapter 8 - Equestrian Elite

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“Oh!” exclaimed an excited Pinkie Pie. “How about… The Epic Eighteen!”

“Ah’m not sure,” Applejack sighed, sitting down on the edge of the bed in front of her. “Eighteen jus’ doesn’t sound like it fits in a name, y’know?”

Having trained themselves into exhaustion, the Elements of Harmony were finally getting ready to call it a night. Luna had granted them three rooms in the castle, and Applejack had drawn the short straw, winning the honor of bunking with Pinkie Pie.

The room was very upper-class, reminding Applejack of her days in Manehattan. Starlight poured into the large window, which bore a fantastic view of Canterlot’s waterfalls.

“Hmm…” Pinkie said, putting a hoof to her chin. “Oh! How about... The Order of the Phoenix!”

“Come again?” asked a clueless Applejack. “How’d ya come up with that?”

“Celestia has a pet phoenix!” Pinkie replied, seizing one of the candles from the wall and blowing on it, causing a sizable burst of flame to jump outwards. “Phoenixes are really cool! Fluttershy was telling me about them, they burst into flame when they get old! Then they’re born again from the ashes!”

“Burstin’ into flame inn’t somethin’ Ah’d like to do anytime soon,” Applejack shuddered, thinking about Luna’s training to resist fire magic. She unhooked the Element of Honesty from her neck and placed it on the nightstand next to her.

“Maybe we could be the Equestrian Avengers!” Pinkie suggested excitedly. “Or maybe The Fellowship of the Gates!”

“Ah think ya should sleep on it, sugar cube,” Applejack told her, standing up and pulling the covers back with one of her hooves.

“Oh, sleep, that reminds me!” Pinkie jumped onto the bed, causing her friend to bounce off as she tried to sit down. “I had the craziest dream last night that we went to war!”

“War?” Applejack asked, her annoyance floating away in lieu of curiosity. “Like what’s goin’ on now, ya mean?”

“Oh, no-no-no, much more delicious!” she replied, flopping backwards and landing in a relaxed sleeping position. “It was the Cupcake Wars! I was General Pinkie, and my troops were Captain Icing, Sergeant Sprinkles, and Private Crumb. I think you’d make a good Captain Icing, Applejack!”

“Ah think Ah’d make a good cap’n snooze,” yawned Applejack. She untied her mane and tail, fluffing them a bit as she got ready to sleep. “D’ya think the princess’s doin’ alright? Haven’t seen’er since…”


Applejack blinked twice, surprised to see that Pinkie Pie was fast asleep. “I sure hope you’re alright, princess,” she thought, unclipping the Element of Laughter from Pinkie’s neck and placing it on the nightstand. She blew out the candles on the walls, lying down and pulling the covers over herself and the narcoleptic comedian next to her.

Just as Applejack was about to go to sleep, she heard a dull thud on the walls just behind her.

“C’mon Rainbow, get some shuteye!” Applejack called out, clopping her hoof against the bed board behind her. She worriedly looked at her bunkmate, but Pinkie hadn't stirred in the least. She was out cold.

“How can I possibly sleep?” Dash asked, slowly hovering towards the ground. “I’m bouncing off the walls in here! I’m way too…”

“Nervous?” Fluttershy suggested, as Dash paused to find the right word.

“Heh, me? Nervous? …No way!”

“You’d think she’d know by now, everypony can see through the act,” Fluttershy thought to herself, trying to figure out what to say. It was an age-old balancing act—trying to boost Rainbow Dash’s confidence without inflating her ego.

“I know I’m nervous,” Fluttershy offered. “Even if I was tough like you, I’d still be.”

"Aw, don't be so hard on yourself!" Dash said, swooping over to the bed and jabbing her playfully in the ribs. She winced. "Besides, you were the first to reach your potential! None of the rest of us made it there yet!"

"I guess I was," Fluttershy replied, pausing to think for a moment as Dash took flight again.

Fluttershy’s face suddenly brightened. "Do you think the princess would maybe let me borrow the Element of Kindness? It'd be so helpful when my little friends get sick!"

"Maybe..." Dash contemplated; she seemed to be growing increasingly concerned. "Hey, so... What do you think we're gonna to have to fight? The princess said she'd explain everything tomorrow morning... But I hate waiting like this! It’s driving me nuts!"

Fluttershy gulped. "I don't know... Princess Luna said there'd be some flying monsters, and some really big monsters, and then she told us about... D-Darkstar..." She curled up into a ball, shivering in fright.

"Yeah..." Dash replied, landing next to the bed and removing the Element of Loyalty from her neck. "He sounds like one rotten pony… raising ponies from the dead, that’s pretty sick, huh?"

Noticing that her friend was now almost catatonic, Dash tossed her necklace aside and hopped onto the bed. "Heh, sorry about that," she reassured, remembering how easily frightened Fluttershy was. "Don't worry, I'm sure he'll be a piece of cake!"

"I... d-don't..." Fluttershy stammered, closing her eyes. "I don't want to fight anypony... especially not him..."

"Hey now, leave the fighting to me!" Dash said forcefully, lying down next to her. She slid her hooves around her quivering friend, holding her tightly. "I'll protect you, Flutters. I promise!"

"…Dashie never uses that word lightly," Fluttershy thought to herself. She clutched the cyan hoof around her chest; warmth began to spread through her, slowing her shivering.

"Just keep an eye on my back while I'm kicking his teeth in, alright?"

"If... if you s-say so..."

"Of course I do," reassured Dash, unclipping Fluttershy’s Element with her teeth. With a jerk of her head, she tossed it towards the nightstand, where it landed next to hers with a clatter. "Hey, I wonder who else the princess is gonna bring to help us? She said there’d be eighteen of us!"

"I'm not sure..." Fluttershy replied, taking a deep breath. "I hope… I hope they're stronger than me..."

"None of them’ll heal better than you," Dash told her supportively, squeezing her tighter. “That’s why you gotta watch my back! The best flier on the team needs the best healer on the team! If anything happens, you’ll have me back up in no time!”

Spreading her left wing and flapping it powerfully, Dash created a small gust of wind that snuffed the candles out.

“…Thanks, Dashie,” Fluttershy sighed, a smile starting to spread across her face.

“Look at me, darn it, you got me all sappy!” she replied, digging her hind leg into the covers. “Don’t get used to it!”

“I’m sorry,” Fluttershy apologized quietly, but she truthfully wasn’t.

“It’s whatever,” Dash laughed, pulling the covers over them. “Y’know, this reminds me of our sleepovers at flight school.” She playfully mimicked Fluttershy’s voice. “I can’t sleep, Dashie, the lightning is too scary!”

“I never understood why your room was right next to the lightning factory,” Fluttershy reminisced, giggling quietly. “It was always very… startling…”

“I dunno, ya just get used to it after a while,” Dash laughed, ignoring the loss of feeling in her right leg. “Well, most of us do.”

Fluttershy giggled for a moment, pausing to yawn. “I don’t feel nervous anymore,” she said, adjusting the pillow behind her head. “Do you think we should sleep?”

“Ugh, I guess so,” Dash replied, rolling her eyes in the dark. She bit the corner of Fluttershy’s pillow, pulling it out far enough for her to share it. She nuzzled Fluttershy’s mane out of the way and made herself comfortable. They snuggled quietly for a few moments.

“Hey Flutters?”


“You were right, I kinda was nervous. Just a little, though!”

“That’s okay,” Fluttershy told her, squeezing her hoof. “Do you feel better now?”

“Yeah,” Dash replied, closing her eyes and starting to drift off.

“Nailed it,” Fluttershy thought, smiling into the darkness as she closed her eyes.

In the room next to the pegasi, Rarity was already in bed—two cucumber slices rested on her eyes as she slept soundly. Her bunkmate, Twilight, was still wide awake, and was reading a book suspended in midair by a dim purple haze.

The title read Obscure Unicorn History.


…after the founding of Equestria, which historians have concurred to roughly be 1351PC.

According to the scrolls of Clover the Clever, it is believed that Starswirl’s travels with the expeditions of the Unicorn King concluded in 1362PC, at the record-breaking age of one-hundred and twenty six. Days later, he liquidated his Detrot estate and subsequently disappeared. Clover’s scrolls specifically mentioned this event, and they are translated below:

"My mentor of fifty years has vanished without a trace. [Starswirl] left a note declaring the thousands of scrolls in his personal library to be public domain. He often spoke of embarking on a final voyage, and I only assume he has done so at long last. Alas, why he waited until such old age is beyond me...”

Twilight stopped reading for a moment, doing some quick mental math to calculate Starswirl's actual age.

“He’s… five thousand… nine hundred and forty years old,” she gasped under her breath. “How in Equestria is that possible? Everything says he was just a regular unicorn!”

Her eyes darted back to the book in front of her. Several of the following pages went on to talk about his contributions to modern magic, but a section entitled The Conspiracy Theories caught Twilight’s attention.

The Conspiracy Theories

Despite overwhelming evidence pointing towards his eventual demise, a small pocket of academics believe that Starswirl the Bearded unlocked the key to immortality, and continues to travel the world to this day.

Unconfirmed sightings have been reported many times throughout Equestria.

“Immortality…” Twilight thought excitedly, her mind racing. She continued to read.

The vast majority of these sightings have had little to no merit, but there have been several instances that skeptics are having a difficult time explaining.

In 590PC, a carbon-dated scroll found in northern Tramplevania has an interesting section that some historians believe describes Starswirl attacking Discord when he first appeared. It reads:

The draconequus inverted our homes, transfigured our livestock, set fire to our silverware, and made our food into sand. The being was of utter chaos, and he-

[The scroll is damaged from that point, and continues later on]

-hundreds of unicorns, pegasi, and [earth ponies] came to test their might against the draconequus, and all were made into mockeries of themselves. There did come one unicorn, wearing a suit of the night sky, that seemed as though he would prevail; he transfigured [Discord] into a lifeless rock.

The town celebrated him as a hero, until the rock grew a pair of-

The scroll is burned beyond recovery past that point. The suit of the night sky is believed to refer to Starswirl the Bearded’s signature outfit.

“He fought Discord?” Twilight wondered, flipping the page quickly.

It wasn’t until thousands of years later that another significant appearance made its way into the history books. When the Zentnor Collective attacked Detrot in 2120AC, two dozen eyewitness reports described a masked, bearded unicorn appearing to defend the city, hurling building-sized projectiles at the invaders in spite of their magical resistance.

Perhaps most convincing of all were the transcribed statements of the Zentnor Collective after they stood trial for their crimes. Their leader, a pegasus named Nagamina, cursed his name verbatim for being instrumental to their defeat. Further documentation of the trial has since been redacted.

“...Redacted?” Twilight re-read the word a couple of times in confusion. “Why would they do that?” She curiously continued reading on the next page.

Over a thousand years later, another set of official documents were found containing the name Starswirl the Bearded. On March 25th 3451AC, following the banishment of Nightmare Moon, the former Captain of the Lunar Guard filed his official report of the incident.

The report included dialogue between Princess Celestia, Nightmare Moon, and a unicorn that was referred to by Nightmare Moon as Swirly. The captain’s description of the unicorn’s outfit perfectly matched those of the Tramplevanian Scrolls and Nagamina’s statement.

Supporters of Starswirl’s supposed immortality believe that Princess Celestia is in communication with the wizard to this day, calling upon him to return in times of danger. Skeptics believe that he has simply inspired other powerful unicorns to dress and groom in his likeness. Her highness declined to comment when asked about this theory.

Twilight flipped the page excitedly, almost tearing it in anticipation. Moments into reading the section, her eyes widened and she gasped at the next name that was mentioned.

Though the textual evidence is convincing, the theorists would argue that the most indisputable evidence of Starswirl’s persistence lies in a supposed photograph of him at the Battle of Stalliongrad on September 14th 4220AC. It was in this battle that Darkstar the Crazed tried to attack the city of Stalliongrad with a supposed army of the dead.

Princess Celestia and a team of eleven defenders met him in battle as they were approaching the bronze gates of Stalliongrad. Emerging victorious, our fearless leader and the two surviving members of her team struck down the banner of Darkstar, replacing it with a banner of Equestria. A photographer, watching this event from afar, took a picture of this historic moment.

The picture was a portrait of Princess Celestia at the top of a hill, planting an Equestrian banner upon a battlefield. There were two silhouettes on either side; one of them had a tall hat and a cape, perfectly matching Starswirl's appearance. The other one appeared to be a brown unicorn, though the colors were greatly faded.

Twilight continued reading, though she found little else that was helpful, only that Princess Celesta would decline to comment when asked about the silhouettes in the image. Concluding the entire section on Starswirl the Bearded, Twilight bookmarked the page, placing the book on the desk to her left.

Realizing that that was one of the few books she knew of that mentioned Starswirl, Twilight sighed in frustration. The masked wizard had teleported away after Luna concluded their training session, leaving before Twilight had the opportunity to talk to him.

“The skeptics said that he could have just inspired other unicorns to dress and act as he would,” she thought, gazing at the book she had just finished. “…But if he’s not Starswirl, why would Celestia bring him to join us?”

“There’s got to be more info in the library,” Twilight declared quietly. She hopped away from the desk and walked across the room quietly, trying not to wake Rarity while she snuck out.


Cantering down the spiraling staircase and exiting the castle, Twilight noticed a large amount of guards patrolling the Castle Courtyard. It was so full that it would have been impossible for her to slip by unnoticed, so she did her best to appear inauspicious.

“Celestia wasn’t kidding when she said ‘maximum security’,” Twilight thought, nodding cordially to a couple of the statue-like guards. “Hopefully it’s keeping everypony from panicking…”

The Canterlot Archives were mostly dark, illuminated only by the occasional patrolling guard. As Twilight went down the hallway approaching the reference section, she passed a familiar gated wing of the archives.

“…Hmm…” Twilight thought. “I know this wing mostly has advanced spells, but I wonder if it has more info on Starswirl himself…?”

The gate to the Starswirl the Bearded wing was usually locked with a spell, but Twilight noticed that it wasn’t, and it was open by a small crack.

“Hello?” Twilight asked, poking her head through the gate and looking around. “Is anypony there?”

A faint blue glow was emanating from the far back section of the wing, and Twilight walked towards it cautiously. “…Hello?” she asked again, receiving no response.

Against the back wall, between an aisle and a window, Starswirl the Bearded lay on a round pillow, his legs folded neatly and his head tilted down. His yellow eyes did not cast their customary glow from behind his mask; he appeared to be resting in some sort of trance.

“I don’t think I should disturb him, but I have so many questions!” Twilight thought. Before she could make a decision, the blue glow faded away into darkness. Slowly, Starswirl's yellow eyes glowed again, and he lifted his head to look at the unicorn in the aisle across from him.

“Twilight!” Starswirl exclaimed enthusiastically, casting a quick spell that lit the braziers in the room. “Come in, come in! I was wondering when you’d show up!”

“You were… expecting me?” Twilight asked, ambling into the archives and standing across from him.

“Certainly,” Starswirl chuckled. “You looked as though you wanted to ask me hundreds of questions while we trained! The more naive side of me hoped you would get some sleep afterwards, but alas…”

“My sleep schedule’s been kind of off lately,” Twilight admitted. “I was doing some late-night research, and, well… I read some things about you…”

“Oh, about me?” Starswirl asked curiously. “What do the conspiracy theorists have to say, hmm?”

“Well, according to what I’ve read, you’re…” Twilight gulped. “Almost six thousand years old…”

“Ah, that,” he laughed. “Yes, yes, I’m old, you need not remind me.”

“It said you disappeared in 1362 Priori Celestae, and that was over a thousand years before Celestia’s rule! But if you’ve really been alive this whole time, why did you leave?”

“Did it mention I had stayed in Equestria for over a hundred years? Hah! I don’t know how Celestia does it! She is far more patient than I; I simply couldn’t stand the drudgery!”

“You left… because you were bored?” Twilight looked at him hopelessly.

“Indubitably! I was merely seventy-six when I’d learned all that the fledgling nation had to teach me,” Starswirl replied, his hat beginning to glow. He materialized a circular cushion in front of Twilight.

“If we’re going to have story time, you might as well make yourself comfortable. Have a seat!”

“It said you traveled with the Unicorn King’s expedition, exploring all of Equestria…” Twilight said, lying down on the cushion. “How could that have become boring?”

“Well, they were ordinary unicorns that traveled on hoof. My body had grown old, and I didn’t want to keep traveling the old fashioned way!”

The wizard laughed for a moment as his hat began to glow again. A small ceramic platter materialized between them, holding a pot of tea and two teacups. “Perhaps I get tired of one place after a few hundred years, but I’ll never get tired of a good cup of tea! Fancy some?”

“Sure,” Twilight replied, watching him telekinetically pour a cup. He levitaed it towards her; she used her own magic to take it from him. “Thanks.”

“Of course,” said Starswirl, pouring his own cup. “It’s a blend of spiced airnut and traditional tea leaves.”

“Airnut?” Twilight asked, cautiously sniffing the cup of tea in front of her. It smelled like hot chocolate, but had an odd thyme-like twinge. “I’ve never heard of that before...”

“Ah, it takes a very specific climate to grow. The zebrasi clans of Silverline have perfected it though! They call this tea xian’su.” Starswirl paused to take a sip; the teacup passed through his mask as though it weren’t there. “Such a relaxing mix, perfect for the eve of battle.”

The confused Twilight blinked twice, unsure of which to ask about first. Zebrasi? Silverline? The strange pronunciation of xian’su? The upcoming battle? Braving a sip of the tea, she tasted a number of different things.

It tasted mostly like it smelled; a spiced hot chocolate, but the taste soon became irrelevant as she swallowed it. When the warm liquid reached her stomach, it seemed to calm the flock of excited butterflies that fluttered within.

“Good stuff, isn’t it?” Starswirl asked, watching Twilight took a more welcoming sip.

“Mmmhmm,” she replied, the teacup still covering her mouth.

“I remember when I was your age, still learning about the world,” Starswirl reminisced. “The thrill of discovery never leaves you… but the number of things to discover certainly does.”

Realizing that she had already drained half of the cup, Twilight decided to put the tea down for a moment and ask him something important.

“I have a lot of questions, but there’s one that I’ve just got to know,” she said, as Starswirl sipped his own tea. “…How have you stayed alive for so long?”

“In all of your readings, have you ever come across the study of quantum magic?” the wizard asked curiously. Twilight racked her brain, but couldn’t find anything. “No? Others would call it arcane magic.”

“Arcane theory,” Twilight recited, recalling an interesting article she had read. “It states that telekinetic magic could hypothetically be used to manipulate matter on its smallest level, particle by particle.”

“Down to the quantum realm, to be exact,” Starswirl told her. “And it’s much more than a theory--it certainly exists! Quite a lot of fun, if you ask me!”

“You’ve mastered the arcane?!” Twilight gasped, her jaw dropping open.

“Oh no, no, no,” Starswirl retracted, “I’ve not even come close to mastering it. But I’ve managed to slap together a few spells!”

“The implications of that are… crazy,” Twilight breathed, as possibilities began popping into her head. “All kinds of weird things can happen if somepony can manipulate matter like that...”

“Aye, very true. How extensive is your knowledge of pony biology?”

“Pony biology… I know the basics and a lot of tidbits, but I’m no professor,” Twilight replied. She thought for a moment, her face lighting up. “Are you saying you used arcane magic to make yourself immortal?!”

“Hah!” Starswirl scoffed. “Immortal is hardly a fitting term, but that’s a crude summary of the result.”

“How did you do it?” Twilight asked excitedly, as the wizard took another sip of tea.

“I used arcane magic to manipulate my own DNA,” the wizard sighed, no longer laughing. “...In my rush to halt my aging, I didn’t research all possible side effects, and I ended up with some pretty nasty ones. Surely you’ve noticed I don’t even walk anymore...”

“I was wondering why you float everywhere… Is that why you wear the mask, too?”

Starswirl nodded. “My skin and bones began to weaken rapidly. Although I eventually succeeded in making my essential organs biologically immortal, the rest of me became quite frail.” He sighed for a moment, but quickly recovered his cheery attitude. “But it’s been worth it! When I needed to take a break from my studies of the arcane, I traveled the world. The things I’ve seen…”

“Wow…” Twilight breathed, finishing her cup of tea. The strange blend had melted away many of the questions burning in her mind, and she felt a lot more relaxed. “...Can you teach me arcane magic?”

Starswirl laughed again, refilling their tea cups. “You’re far more intelligent than I was at your age. I’m sure that with a little guidance, you’ll be teaching yourself how to do it!”

Twilight gazed blankly over his shoulder and through the window, her mind becoming unfocused.

“However, there’s something much more useful I could teach you right now,” Starswirl continued. “You see, I don’t often sleep like normal ponies—that wastes too much time. Instead, I fall into a deep state of meditation. It rejuvenates you much faster!”

“You just… meditate all night?” she asked lazily.

“Aye, that’s all I do anymore. The tea we’ve just consumed helps tremendously—it naturally relaxes most of the muscles in your body, even your brain. All you’ve got to do now is close your eyes, and clear your mind...”

“Clear my mind…” Twilight sighed, closing her eyes and relaxing her body. Thoughts, questions, and worries fluttered about her brain, but she was finding it substantially easier to ignore them.

“Just focus on your breathing. In, and back out…”

Twilight's mind had already been starting to wander; now that she was no longer resisting it, she could feel her grasp on reality begin to slip away. Her breathing became very slow and relaxed, and she rested her chin on her forearms.

In less than a minute, Twilight completely faded from consciousness. Starswirl snuffed out the braziers in the archive, and his eyes began to darken again. “Rest well, Twilight,” he thought, as she began to emanate a faint purple glow. “You’re going to need it.”


Princess Celestia awoke at 5AM sharp. This was it—today was the day. She had assembled the most qualified defenders in the nation, and it would soon be time to convince them to work together. In 20 minutes, she would raise the sun, starting the final countdown to their assembly.

Her otherwise nocturnal sleep schedule having been thrown off, Princess Luna rose from her slumber as well, hastily donning her royal attire as she willed the dark moon to sink into the horizon. After she spent a few minutes fixing her mane, the majestic princess dematerialized in a flash of indigo magic.

In a townhouse not far from the castle, Shining Armor was up and about his morning routine. Noticing the concerned expression of his wife, he trotted over to Princess Cadance and kissed her softly on the cheek as she brushed her mane. She smiled at him thankfully; her thoughts dwelled heavily on her mother, who she still knew so little about.

Two blocks away, in a spiraling apartment tower, the armor-clad Sergeant Ironmane was already packing his saddlebags with weapons and provisions. From a stand in the middle of his room, he lifted a revered weapon off of its pedestal. It was a custom-built collapsible crossbow, which fit neatly into his right saddlebag. The left was already loaded with nearly a hundred bronze crossbow bolts.

At the bottom floor of the same apartment spiral, Ragehoof was already exiting his residence, making a beeline for Donut Joe’s across the street. He sighed angrily, his thoughts dwelling on the heavy armor he once owned. It had not been returned to him after being confiscated during his arrest.

Several towers away from the apartment spiral, at the top floor of the castle’s guest suites, Terra awoke from a restless slumber. Having grown accustomed to sleeping on the ground, a bed felt quite foreign to her, as did the massive flowing mane upon her head. She glared at herself in the mirror, wondering what she was doing here.

One floor down, the Elements of Harmony were beginning to rouse. Rarity was among the first, having set her alarm early so she could have plenty of time to complete her morning routines. Twilight’s absence did not surprise her—Rarity suspected she had vanished into the library once again.

In the adjacent room, Fluttershy and Rainbow Dash had shifted much in their sleep, awakening in an odd position. They yawned and stared at each other for a few moments, then started laughing uncontrollably at the dishevelment of each other’s manes.

Applejack, who had long given up in the battle over the blankets, shivered awake at the sound of their laughter. Worrying that her friend might oversleep, she donned her hat, and initiated the painstakingly long process of waking up Pinkie Pie.

Unknowingly, Ashton Calhoof’s suite was in the room just below theirs. Having gotten to sleep early, he was already up and about; a toothbrush stuck out of his mouth as he carefully scanned his vest, hat, and saddlebags for any stains. Despite his cowboy status, he prided himself on being well-dressed.

Seventy miles west of Canterlot, the sky-city of Cloudsdale was beginning to brighten. Hues of pink, orange, and red spread throughout the city’s cloudy structures, melting away the purple of the night. In a high-rise apartment complex, the roommates Spitfire and Soarin’ were lazily preparing themselves for their upcoming flight to Canterlot, donning their Wonderbolt flight suits.

On the other side of the city, at the top floor of Nimbus Tower, Professor Aeon awoke suddenly to his ringing alarm clock. He had fallen asleep at his desk, which held an organized chaos of papers strewn across it—tactics, maneuvers, plans of action—all of which he had come up with the previous night. Smiling confidently, Aeon expediently rolled each of them up, stuffing them into his saddlebags as he readied himself for the flight.

Just as the first rays of sunlight poked their way into the Canterlot Archives, the warm glow caused Twilight Sparkle to start regaining control of her conscience. As she opened her eyes, she saw that Starswirl was nowhere to be found. With a sudden burst of energy, she hopped to her hooves and galloped out of the archives, feeling more rejuvenated than had in weeks.


Locking eyes with the rising sun, Celestia took a deep breath and dematerialized, reappearing in the Royal Hall with a flash of golden light. Starswirl and Luna were already present, nodding their heads at the princess as she stood in front of her throne.

Sergeant Ironmane was the first to canter into the cathedral-sized doorway of the hall, followed shortly by Ashton Calhoof. “Ah can’t thank ya enough fer goin’ outta yer way for me, mister,” the grateful pony told the sergeant, who nodded at him in acknowledgement.

As Ironmane stood at attention and Ashton introduced himself to Luna and Starswirl, Professor Aeon came hurriedly flying into the hall. Waving his hoof cheerfully at Celestia, he landed and began reorganizing the hoof-full of notes he had hurriedly stuffed into his saddlebags.

Princess Cadance and Shining Armor were next to enter; the latter having a rather nervous look on his face. Previously, he had been honored and excited to join the team—but then Cadance mentioned that her mother was going to be there. The jittery unicorn found himself wishing he was already on the battlefield as he followed her.

“This is the spot, right?” Spitfire asked, looking around the Royal Hall. Spotting the princess, she sighed in relief. “Whew, it is… this whole place can look the same sometimes.”

“You’re tellin’ me,” Soarin’ laughed, as they hovered into the royal hall.

“Spitfire! Soarin’!” Professor Aeon shouted, waving at them. “Over here!”

“Professor Aeon?” Spitfire asked, as they flew to him. They had previously met—Spitfire and Soarin’ had taken several classes taught by the professor at Cloudsdale University.

“Did the princess summon you, too?” Soarin’ added curiously.

“Sure did!” replied the professor, pulling a few scrolls from his saddlebags and handing them to the two pegasi. “She brought me on to coordinate aerial tactics and such; I have a feeling you’re going to like these…”

While he began sharing his ideas with the Wonderbolts in front of him, Ragehoof silently trotted into the Royal Hall, making a beeline for the far right wall. He casually leaned on one of the columns, fixing his intense gaze on Celestia as she stood in front of her throne.

“The… WONDERBOLTS?!” an excited Rainbow Dash exclaimed as she soared into the hall. “Oh my gosh, omigosh-omigosh-omigosh-“

“Ashton Calhoof?!” Applejack exclaimed, pushing past Dash and spotting him. “Hoo-eee! When the princess said we’d have the best, she really meant it!”

Pinkie Pie came bouncing in after her, followed shortly by Rarity, who almost swooned in the presence of so much royalty; being in the presence of three princess and being in the throne room was quite overwhelming.

Fluttershy was overwhelmed as well, for different reasons. Instinctively following her nearest friend, she grew anxious as Rarity led her to the largest social circle in the hall, where Applejack had gone to introduce herself to Ashton.

“’Course Ah remember ya from the competition,” Ashton said cheerfully, losing the contest of who could shake hooves harder. “Ah was hopin’ to meet ya afterwards, but ya disappeared all quick-like right after the awards!”

“Aw, well,” Applejack replied, her cheeks reddening as she remembered how ashamed she had been for not claiming first prize. “Ah wasn’t feelin’ too good, s’all. Glad Ah got to meet ya now, though!”

“Likewise,” replied Ashton, as Pinkie Pie seized his hoof and introduced herself.

“Hey, Rainbow Dash! Over here!” Spitfire called out.

Dash’s head nearly exploded with excitement as she soared across the hall, landing in front of her two idols. “H-hey guys, what’s up?!” she asked, trying to mask her excitement with toughness.

“Hey, it’s our hero!” Soarin’ said, cheerfully pushing a hoof into Dash’s shoulder. “Somethin’ tells me she’s gonna save us a third time before all this is over.”

“Us?” Spitfire laughed. “That wasn’t my apple pie, you didn’t share a crumb with me!”

“Whatever, boss,” replied Soarin’, as Dash tried to form words. The fact that the Wonderbolts were saying her name and the word ‘hero’ in the same sentence was sending her brain into overload.

“Ah, Rainbow Dash!” Aeon exclaimed, lifting his head from his papers. “I’m Professor Aeon Silverwing, and the princess brought me here to organize the aerial combat section of this team.”

“Hey there,” Dash replied, paying only a little bit of attention to the professor. “I’m going to fight… with the WONDERBOLTS!” she screamed inside her head.

“Doc here was our Advanced Flight teacher back at Cloudsdale University,” Spitfire told her, seizing her attention. “He’s got some pretty awesome ideas for us, dude.”

“Uh, um,” said Dash, managing to collect herself. “Right! W-what’s the plan, doc?”

“Well!” Aeon said, not having heard that nickname for a long time. “I’ve drawn up several supersonic flight maneuvers that you’d be uniquely qualified to perform…”

As Aeon excitedly lectured the pegasi in front of him, Pinkie Pie hopped away from the group, scanning for other ponies she had yet to meet. Before reaching Aeon and the Wonderbolts, her bright blue eyes locked themselves on Ragehoof.

“Hi!” Pinkie exclaimed, bouncing over to him and seizing his left front hoof. “I’m Pinkie Pie, what’s your name?”

“Go away,” Ragehoof replied coldly, jerking his hoof away from the excited pony.

“Oohh, that’s an awesome name! I’ve met a few ponies with the same name before! I wonder if you’re related?” Pinkie looked at him questioningly. He gave no response.

She slowly moved to the left and tilted her head sideways, effectively intercepting his gaze towards Celestia.

“You look really serious, Go,” Pinkie told him. “You’d make a pretty good royal guard, you know? They’re always so serious too!”

Ragehoof blinked a couple of times, taken back by the absurdity of her statement. “They’re a bunch of weaklings,” he seethed. “Just like you. What are you even doing here?”

“I have no idea!” she gushed, again taking him off guard. “Why are you here, Go?”

“My name’s Ragehoof,” he corrected her. “And I guess I’m here to watch you die in battle...” He rolled his eyes and gazed upwards at the ceiling. Standing high on her hind legs, Pinkie again invaded his field of view with a wide smile.

“That wouldn’t be very smart, would it?” said the slightly confused Pinkie. “I’m the healer for the ground team, remember? Besides, I thought your name was ‘Go Away’? Which one should I call ya?”

“What are you talking about?” the clueless Ragehoof muttered, shifting his eyes and looking at the floor. Sliding on her back underneath him, the pink pony’s grinning face was inescapable.

“Ragehoof it is, then,” Pinkie replied happily. “That way I can tell you apart from the other Go Aways! Wanna play a game?”

Ragehoof buried his face in his hoof, groaning miserably. “Celestia, what are you DOING?!”

At the other end of the hall, Twilight Sparkle materialized with a CRACK of purple energy, cantering over to join her friends. With the sun inches from fully cresting the horizon, a silhouetted alicorn came walking into the hall.

Everyone in the hall fell silent. Nearly all of Equestria had only ever seen Celestia, Luna, and Cadance—the sight of another alicorn was shocking.

“Is that her?” Shining Armor whispered to his wife.

“That’s her,” Cadance replied quietly, nudging him.

“Princess Terra, it’s an honor to meet you,” said Armor, cantering over and bowing to the brown alicorn.

“I’m no princess, boy,” Terra replied sharply. “Call me Terra. And for pony’s sake, lift your head...”

“S-sorry, Terra,” he replied nervously. “I’m Shining Armor.”

“My son-in-law,” she scoffed, looking him up and down. “I see...”

“Mother, I’m glad you could make it,” Cadance interjected, breaking the awkward silence. She didn't have to carry conversation for long--Celestia called them to order moments later.


“Gather ‘round, everypony,” Celestia called out, her royal voice echoing throughout the hall. The groups dispersed and began to form a semicircle around her; it included everyone except Ragehoof, who had not budged from his spot. Celestia paced across the center of the semicircle, addressing them loud and clear.

You have been summoned here today because Equestria is in dire need,
If you are here, it is because you are the best at what you do,
Some of you are here because of your outstanding physical prowess,
Some of you are here because your healing or magical powers stand unrivaled,
Suffice it to say, you are the greatest Equestria has to offer, and your country needs you to defend it…

“While we will all stand together,” Celestia continued slowly. “There will be three teams.”

“The airborne team will consist of Rainbow Dash, Professor Aeon Silverwing, Spitfire and Soarin’ of the Wonderbolts, and Fluttershy.” Dash patted the nervous Fluttershy on the back as she gulped.

“The ground team includes Applejack, Sergeant Ironmane, Ashton Calhoof, Pinkie Pie, and Ragehoof.

“The rest of us are of the magic team. Myself, my sister Terra and Princess Luna, Princess Cadance, Captain Shining Armor, Twilight Sparkle, Rarity, and Starswirl the Bearded.”

Celestia paused for a moment, allowing the teams to size each other up.

“Before I share more of the tactics, I must be honest about what we are facing,” she told them. “As I mentioned in my public statement, it is the single greatest threat Equestria has ever encountered. We face forces so evil that even Discord saw fit to imprison them… In all truthfulness, I know next to nothing about what they may be. I do, however, know some of what to expect… First and foremost, there is the Nighthawk.

“The Nighthawk is a deeply corrupted bird matriarch that has spawned an entire swarm of similar creatures,” Celestia explained. “Being swift birds of prey, it is my guess that they will make a move upon the city of Fillydelphia by nightfall. They appear to only be able to fly during the nighttime, which gives us the advantage…

“What makes the Nighthawk and her minions so dangerous is that they are made of shadow energy, and they grow in strength by harvesting the life force of ponies,” Celestia explained nervously. “...They periodically attack cities, kidnapping thousands of innocents to feed their insatiable thirst…"


“And you’re just going to feed them with this lot!” Ragehoof suddenly interrupted, matching Celestia's volume angrily. The entire group turned to face him, most of them shocked that he would cut Celestia off in mid-sentence.

“Ragehoof, do you have something to add?” Celestia asked. Some of the ponies in the group shifted their surprised glances back to her, wondering why in Equestria she was taking him seriously.

“The birds are hardly the biggest threat, are they?” Ragehoof seethed, slowly walking towards the princess. “You control the sun. Wave the stick on your head and keep it in the sky—problem solved. The Zentnor and the crazy necromancer should be dealt with first! Do you think they’ve learned nothing in the thousands of years they’ve been imprisoned?!”

“If you have insight, please share it,” the princess told him curtly.

“How about I start by informing this fine group of ponies just what Darkstar the Crazed actually did,” Ragehoof said, entering the semicircle and facing the group. “He waltzed into a peaceful little town and killed EVERYPONY in it! But that wasn’t enough, no—he turned around and raised their skeletons into a little army.”

“I was getting to him,” Celestia said. “He is under surveillance, and is traveling on hoof through the Dream Valley. It will take him well over another day to reach Fillydelphia.”

“Oh, under surveillance,” Ragehoof retorted mockingly. “That makes everything better, then. At least you can actually use magic on him. The Zentnor Collective, on the other hoof, isn’t so vulnerable. Most of you are gonna get torn to shreds by them!”

“Silence!” Luna suddenly boomed, interrupting him and startling the others. “Hold your judgmental tongue until you have seen what the others of this team are capable of. Do not underestimate them.”

“My sister speaks the truth,” Celestia said, authoritatively stepping between Luna and Ragehoof, who had assumed a defensive stance. “Darkstar travels slowly, and the Zentnor have yet to exit Tartarus. The Nighthawk, however, will attack swiftly when she is ready--that could be as soon as this evening.”

Ragehoof narrowed his eyes at Celestia as he backed away and stood at the edge of the semicircle.

“Professor Aeon Silverwing of Cloudsdale University is with us as an advisor, as well a tactical coordinator for the airborne team,” Celestia continued, nodding her head towards Aeon. “He has extensive documentation of the Nighthawk. Grant him your undivided attention, if you would.”

“Thank you, your highness,” Aeon said, stepping forward. “I’ve studied all of the scientific data gathered from the Nighthawk’s previous attack, circa five-hundred and eighty Anno Celestae. Though these records are almost four thousand years old, they are still accurate.”

“She is comprised of ninety-two percent shadow energy,” the professor continued, looking around at the group in front of him. “The shadow energy holds the organic material of her body together, giving her the illusion of mass. This ratio also applies to her minions.

“Because shadow energy increases in entropy when exposed to excess heat, she and her minions are vulnerable to magical attacks and well-placed physical attacks as well. Exothermic spells—fire, lightning, and anything of the type—will destabilize them.”

His purple eyes rested on Twilight, who was raising her hoof. “Yes, miss…?”

“Twilight Sparkle,” she introduced herself. “Why does the Nighthawk attack cities? Is there any indication of intelligence, and can she be reasoned with?”

“She attacks cities to harvest life forms, Miss Sparkle,” Aeon explained to her. “Especially unicorns. Any sentient being capable of using magic can act as a sort of shadow energy battery, channeling great power into her. As for her intelligence, well… She is telepathically linked to her minions, but judging from their actions, I can only assume that she is feral…”

“Feral is accurate indeed,” Luna added, as Aeon paused. “Celestia and I were unable to reason with the creature. In order to defeat her, my sister brought forth daylight during the night.”

“Ah, yes, princess,” the professor continued as she nodded at him. “Continuing on her weakness... Because exothermic reactions disturb the aptly-named shadow energy so much, it can degrade just through exposure to sunlight. Also, their eyes seem to be extremely sensitive to light in general, hence their favoring of-“


Suddenly, the entire room went dark around them. Shouts of confusion echoed throughout the hall as everyone began questioning what was going on at once.

“…Nighttime…” Aeon shuddered amidst the chaos, his eyes adjusting to the sudden darkness.

“Silence!” Princess Luna’s booming voice ordered, as Celestia’s horn glowed with golden light. It illuminated the now-silent Royal Hall around them.

“Who turned out the sun?” Pinkie asked in confusion, looking out the window. Stars were poking through the sky, and a great wind was kicking up due to the sudden disappearance of warm sunlight.

“I… don’t know!” Celestia replied angrily, her horn glowing even brighter. “It’s been lowered by a powerful force of magic, and I can’t raise it back!”

“Calm yourself, sister,” Luna requested. Her horn glowed as well as she focused intently, beginning to raise the moon. Once it was in a suitable position, she rotated it, bringing it from a new moon to a full moon, partially illuminating the panicking nation of Equestria.

“Well, the Nighthawk just loves night, doesn’t she?” Ragehoof asked sarcastically.

“…Celestia, I’ve just received word from Trajo,” Starswirl interjected, ignoring Ragehoof’s comment. “The Nighthawk and her minions are upon Fillydelphia as we speak!”

“How is that possible?!” Celestia gasped, her wide eyes staring at the wizard. "She was in Tartarus all morning, was she not?"

“They… teleported,” Starswirl explained, as though even he didn’t believe the words he was speaking. “Trajo says they were still flocking at the crater when the planet’s orbit was shifted into nightfall… By the time he recalibrated the satellite, they were already upon the city! Fascinating!”

“Not the word I’d use to describe it…” Celestia replied quickly. She amplified her voice again, addressing the worried group.

“Listen, everypony... I did not intend to thrust us into combat so quickly, but if we do not act now, the citizens of Fillydelphia will be dragged into a fate worse than death! Starswirl, please prepare the teleportation!”

The wizard nodded, materializing a glyph and placing it on the floor in front of him.

“You know what must be done, and the time is now,” Celestia continued. She was met with mixed reactions from the team.

“We are the Equestrian Elite, and we WILL defend this country!” Celestia said supportively. “However, I will not force this upon any of you... Should anypony wish to step away, please do so now.”

Fourteen of the Equestrian Elite their shook their heads, immediately stepping forward. Ragehoof reluctantly stepped forth as well, but Terra started to back away.

“Mother?” Cadance gulped fearfully.

“I… I don’t… This is not my kingdom…”

“Do it for me,” her daughter told her, hurriedly cantering to her side. “Please! We need you! If you won’t do it for Equestria, do it for me!”

Terra stopped backing away and looked down at Cadance, taking a deep breath.

“…For you, Mi Amore,” she replied quietly.

“Sorry to interrupt!” Starswirl called out, producing a wide aura of blue magic from his hat. “...Train’s leaving! All aboard!”

“Everypony that’s coming, into the field, now!” Celestia ordered, galloping to the wizard’s side. Cadance joined her, followed swiftly by Terra.

“Not teleporting again,” Dash moaned, hovering into the blue field. “Ever teleported before, Spitfire? It’s a total drag…”

“Hah, nope,” the Wonderbolt laughed nervously as the rest of the Elite crowded into Starswirl’s sphere of magic. Celestia’s horn stopped glowing, leaving the hall illuminated only by the deep blue glow.

“In three!” Starswirl shouted--the hall began to vibrate with powerful magical energies. “Two!”

“…Here goes nothing,” Ragehoof muttered quietly, closing his eyes.

“Liftoff!” Starswirl laughed excitedly, skipping one and incinerating the glyph in front of him.

An explosion of blue magic rippled through the Equestrian Elite, and they disappeared with a powerful CRACK, which echoed through the empty throne room.

“…D’ya think they’ll make it, corporal?” asked one of the Royal Hall’s guards, gazing over his shoulder.

“…I hope so, private,” replied the corporal, pulling the doors to the Royal Hall shut. “…I sure hope so…”

“PC” stands for Priori Celestae, which is ancient Equinn for Before Celestia. Likewise “AC” means Anno Celestae, translating to Year of Celestia. The calender eras are separated by Celestia and Luna's overthrowing of Discord; the current year is 4452AC.

Ancient Equinn is loosely based on Latin, and the current language, Equish, is based on English.

Chapter 9 - Fillydelphia Fallout

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As the Equestrian Elite rematerialized, Starswirl was the only one not disoriented.

The wizard quickly examined their surroundings, cursing under his breath.

“Oh bollocks, I should’ve thought of th-“


They had teleported a mile into the sky, and had already started falling at an alarming speed!

“I say, you boneheads with wings! Make yourselves useful!” Starswirl barked. Flooded with adrenalin, the ponies plummeting around him began to quickly regain consciousness after the intense teleport.

“Whoa!” Rainbow Dash yelled, seizing the nearest earth pony, Applejack.

Soarin’ and Spitfire recovered shortly after her and grabbed ahold of Rarity and Pinkie Pie. Luna regained control of her flight, and caught the confused Ashton before he plummeted any further. Taking a swift dive, Cadance caught Shining Armor on her back, and Terra swooped over to Ironmane, struggling to slow the fall of the heavily armored stallion.

“W… What the!? AHH! HELP!” Twilight screamed, realizing they were falling at intense speed. She tried to cast a spell on herself, but she was still too disoriented to safely cast anything.

The clouds beneath the team faded from view, revealing the besieged city of Fillydelphia. Trails of purple streaked the sky below them as hundreds of thousands of shadowy birds swarmed around the city’s rooftops.

“Somepony get those two!” Luna’s voice boomed over the wind, indicating Ragehoof and Twilight.

Rainbow Dash tried to get to Twilight, but having already grabbed Applejack, she was unable to get the necessary acceleration. Fluttershy had just recovered, and was trying to reach them as well, but she wasn’t fast enough.

In a blur of white wings, Celestia and Aeon swooped past the others and entered direct nose dives towards their two unsecured teammates.

Celestia bared her teeth and squinted, trying to stretch her hooves towards the flailing unicorn, but she wasn’t aerodynamic enough to gain the proper speed.

Aeon’s smaller and unburdened form allowed him to descend faster, seize Ragehoof around the chest, and pull up moments later, dodging several shadowy minions of the Nighthawk as he flew into the city’s airspace.

Celestia desperately tried to increase her speed, but the ground was now approaching too fast for her to pull up or even stop herself. "TWILIGHT!!” she screamed wildly, realizing they were going to crash.

With a loud CRACK of blue magic, Celestia and Twilight suddenly dematerialized, reappearing a hundred yards above the rooftop that they had been inches from striking.

Disoriented from the sudden teleport, they fell the remaining distance like ragdolls, forcefully slamming into the concrete roof below them.


“Ow…” Twilight mumbled, trying to lift her head. For some reason, she couldn’t.

Her eyes were open, but she wasn’t able to see well. Everything appeared… fuzzy.

She couldn’t make out what she was hearing either—there was a ringing sensation in her ears that seemed to be blocking everything out. She struggled to sit up, but it felt as though her entire body was simply ignoring every command she sent it.

There was a flash of light to the far right of her field of vision, accompanied by a rumbling sensation in the building below her.

Suddenly, a couple of shapes appeared above her. Twilight blinked, trying to fight away the encroaching darkness that was invading her vision. Over the ringing in her ears, she heard someone’s voice.

“It’s not your fault!” the worried, cracking voice insisted. “…will be okay, you can… take a deep breath!”

The confused Twilight tried to obey the voice, but was finding it hard to breathe. Adrenaline shot through her system as she took inventory of her body, realizing that two-thirds of it was completely unresponsive.

“Keep them off us!” the voice screamed, accompanied by the sound of striking hooves and high-pitched screeching. “Take a deep breath, Flutters! I believe in you!”

Twilight blinked again, and suddenly felt a burst of energy strike her. It jumpstarted her failing heart, tugging her away from the brink of death. She could feel herself being lifted off of the ground, slowly regaining feeling in her legs.

Awareness came at a high price--Twilight screamed in agony as several of her bones cracked back into place, and the trauma to her body started to reverse itself. Taking a deep breath and opening her eyes, she finally was able to discern what was going on.

The sky above her was thick with the glowing wings of what seemed like hundreds of violet eagles, their dark figures leaving trails wherever they flew. Fluttershy was standing across from her on the rooftop, her eyes glowing bright white as she called upon the Element of Kindness.

“Fluttershy, that’s it!” Rainbow Dash’s voice exclaimed from somewhere above. “You’re doing it! Alright, look, they need my help up there, but you’ve got this! Keep it up!”

The ringing in Twilight’s ears had nearly faded as Dash soared into the sky, producing a powerful sonic rainboom. The bright rainbow-colored explosion tore through the night sky, illuminating the besieged city below with a ray of hope.

Twilight felt the last traces of her injuries fade away as she was lowered to the ground. Taking full control of healed body, she observed her surroundings. To her left, a severely wounded Celestia was suspended in midair, her injuries beginning to subside as Fluttershy’s magic coursed through her.


“Where is everypony?” Twilight asked wildly, as Fluttershy’s eyes faded back to normal. “What happened?! Is everypony okay?”

“They are now,” Fluttershy sighed nervously, taking flight. “But everypony across the city, and some of them might be hurt… I have to go help them! Be safe, Twilight!”

“What happened, Princess?” Twilight asked, turning to face Celestia.

“I… I’m so sorry, Twilight,” she said quietly, a tear beginning to leak out of her right eye. “Something went wrong with the teleportation glyph… Starswirl saw that we weren’t going to make it, so he broke our fall with another teleport…”

“Princess, it’s alright!” Twilight said forcefully. “We’re fine now, snap out of it! We’ve got to protect the city! Where is everypony else?”

“A swarm of the Nighthawk’s minions started attacking us, everypony scattered to avoid them,” the princess explained. “We’ll need to regroup, and-“

Responding to a sudden screech, Celestia’s head jerked upwards. Her face twisted into a spiteful glare as several minions swarmed above. A group of them began to descend towards her, talons bared.

“BEGONE!” Celestia boomed, golden sparks shooting from her horn as she summoned a wave of light. The oncoming attackers were disintegrated by her fierce magical attack.

“That’s more like it!” Twilight told her. “We’ve just got to get down from here, then we can-“

“Hop on,” Celestia told her, bending her knees and lowering her body towards the ground.

“I get to fly… on the princess?!” Twilight thought in amazement. Shaking off the surprise, she nodded quickly, climbing onto her mentor’s back.

“Hooves right there,” Celestia instructed, guiding Twilight’s front legs to her shoulders and her back legs around her waist. “Did Luna teach you the infernum spell?”

“She showed me the codex, but it was way too dangerous to practice in Canterlot,” Twilight responded nervously as Celestia spread her powerful wings. “It’s kind of… overkill… isn’t it?”

“With the Element of Magic fueling it, you can burn every last one of them from the sky,” the princess said firmly. “But first, we have to make sure we don’t hit anypony else. It isn’t positive energy--it won’t be selective of who it burns.”

“How do we do that?”

“Divide and conquer,” Celestia replied, preparing for takeoff. “I’ll explain on the way. Hold on, here we go!”

Twilight held on with all her might as the princess kicked off of the roof, taking a steep incline into the sky. Minions of the Nighthawk tried to intercept Celestia, but she dodged each of them swiftly, firing at a pair of them as well. Her passenger lurched, pinning her chin against her back as wind swept over them.

Noticing a white pegasus dogfighting with a pair of minions, Celestia rolled hard to the left, approaching the airspace below him. “Aeon!” her voice boomed through the sky, as she slowed to a hover.

“One moment,” Aeon replied hurriedly, stalling in midair and dodging the razor-sharp talons of one of his foes. As soon as the minion passed him, he soared after it in a lead pursuit, striking its left wing.

When the injured minion began spiraling towards the ground, the professor sped up, driving his hind legs into the back of the creature’s neck and flying back into the air.

“We need to clear the civilians and the other Elite from the skies!” Celestia shouted, as Aeon ascended to her altitude. “We must-“

The second minion that he had been dogfighting came zipping downwards from above, but Celestia intercepted it with a well-placed jet of golden magic.

“Thanks for that,” the professor said, flying up to Celestia. “We’re clearing the skies, then? What’s the plan?”

“Fillydelphia is divided into five sections,” Celestia explained, firing at another incoming minion. “We’re currently above Grand Central—Twilight and I will ensure the skies here are clear. The remaining sections are Haymarket Square, Red Mane Row, Mayberry Estates, and Downtown-“

Celestia was interrupted by another minion’s razor-sharp talons scraping her wing. Jerking around in pain, the princess rotated her head and zapped her attacker with a flash of golden light.

“Send somepony with wings to each of them, and instruct them fire a flare when the district’s airspace is clear of friendlies!” Celestia ordered hurriedly. Upon saying the word ‘flare,’ she conjured a white saddlebag, telekinetically strapping it around Aeon’s waist.

“Understood,” the professor replied curtly, adjusting the bag over his flank and briefly checking the interior. Four self-propelling flares were inside.

“As soon as the skies are clear, Twilight will purge them with fire!” Celestia told him, decreasing her altitude as a detachment of the swarm began to approach her. “Let’s go!”

Nodding in swift acknowledgement, Aeon took off, his eyes scanning the clouds for any visible rainbow trails among the swarm of purple ones—Rainbow Dash would be the easiest to spot. He flew to the north for a few moments, dodging minions as they screeched past him.

“Watch out, doc!” a voice suddenly hollered from behind him--Aeon immediately dropped his altitude, dodging a minion that had swooped into a lead pursuit from above. Spitfire zoomed past him, plowing her hooves into the shadowy bird before it had a chance to come about.

As it plummeted towards the ground, Aeon shouted to the Wonderbolt before she flew away. “Wait! C’mere, quickly!” he hollered--Spitfire banked around and soared back to him.

“We need to clear friendlies from the skies, as fast as possible!” Aeon relayed hurriedly. “Twilight's going to set them on fire! Go to the northeast and clear everypony from the airspace over the Mayberry Estates! As soon as you’re done, fire this flare into the sky!”

“Got it!” Spitfire replied, catching the flare in her hoof as Aeon tossed it to her. Reaching behind her head, she tucked it snugly into the neck opening of her flight suit.

The professor nodded at her once more, and took off towards the south.

Several blocks away, on the roof of a townhouse in Red Mane Row, Shining Armor was preparing a powerful spell. Princess Cadance and a hatless Ashton Calhoof stood across from him.

“Gah!” Armor shouted, as a minion grazed the side of his head. He interrupted his spell and blasted the shadowy bird away with his horn.

“How’s about Ah get their attention,” Ashton suggested, pulling a coil of rope from his saddlebags. “Y’all stay here and do yer magic, I’ll keep ya covered!”

“Thanks,” Cadance replied appreciatively; Ashton tried to tip his hat, huffing in annoyance upon realizing it was no longer there. He shook his head and galloped across the roof.

Swinging his lasso into the dark sky, Ashton caught one of the birds by its talon and started swinging it around rapidly. The distressed shadow bird screeched in anger.

“That’s right,” Ashton said, grinning triumphantly. “Call yer buddies over here!”

As the minions diverted themselves towards Ashton, Cadance approached Armor, her horn beginning to glow.

“There’s a lot of them,” Armor told her. “I’m not sure if we can get them all…”

“We'll get as many we can,” Cadance replied determinedly, feeding him a burst of magical energy.

With an explosion of magenta magic, they created a powerful shockwave of positive energy that spread throughout the city, forcing thousands of minions out of the streets and into the sky for several blocks in every direction.

Quickly realizing that this was not strong enough to damage them, Armor followed it up with a second spell—his protective shield spell—creating a large purple dome that encompassed a dozen blocks around them. Because the minions had been knocked away, none of them made it into the barrier before it solidified.

“Not too shabby!” Ashton hollered, dropping the minion that had remained attached to his rope and stamping his hoof into its face—it disintegrated.

“It's up, go!" Armor told his wife as she looked at him worriedly. "Evacuate the civilians into the shield!”


“I’ll be here when you get back,” Armor reassured, twisting his bared teeth into a painful smile and wincing as thousands of talons began clawing at the shield. He pumped a continuous stream of power into it, keeping it from breaking. “It’ll be okay! Go! Save as many as you can!”

Cadance reluctantly spread her wings, zooming through the dome and into the streets, beginning to direct the panicked crowds into the shield. Ashton galloped across the rooftops in the opposite direction, following suit in the search for civilians.

Several blocks to the east—in the Downtown district—Applejack and Pinkie Pie had just climbed down a fire escape ladder, reaching the city streets. Minions of the Nighthawk were flocking in the skies above, taking potshot dives at the panicked civilians that galloped below.

“Ah’m over here, ya cowardly varmints!” Applejack hollered at the dark birds. Having lost her hat in the teleportation mix-up, she was very agitated. “Come’n get me!”

Minions began flocking in her direction; she leapt furiously into the air and struck two of them head-on with her front hooves. When the pair crashed into the ground and dissipated, the other minions immediately backed off, reevaluating Applejack’s threat level.

At that very moment, a magenta wave of positive energy washed through from the east, blasting the minions upwards into the sky.

Armor’s shield subsequently appeared, and Pinkie recognized it instantly. “Hey everypony!” she cheerfully shouted at the panicking ponies in the streets. “You should head for the pretty pink bubble! Up, up! Now’s your chance!”

With the minions focused on Applejack, the frightened civilians began to gallop towards Shining Armor’s shield in the east.

“Right this way, folks! Step right up! No need to push, there’s room for everypony!” Pinkie hollered, directing the traffic with a sparkling pink firework in her hoof.

“Where’d ya find that at?” Applejack asked, looking at the sparkler that seemed to have materialized out of thin air.

“Duh, I always have sparklers with me, silly!” Pinkie replied, as though it were as obvious as the color of her mane. “In case of sparkler emergency!”

The clueless Applejack bucked out the lights of another minion as it attempted to charge her from behind. “Whatever ya say, sugar cube…” She dodged another minion, elbowing it in the back of the head as it swooped past her. “We’d ought’a head Downtown and get everypony there to safety!”

“Okie-dokie-lokie!” Pinkie agreed, directing the last of the crowd towards the shield. Pausing for a moment, she pointed her hoof upwards. “Ooh, lookie! It’s a bird, it’s a plane, it’s-”

“Rainbow Dash!” Applejack finished for her, gazing at the dazzling six-colored glow from above.

High in the sky, the supersonic pegasus was plowing her way to the west. She ripped through hundreds of the Nighthawk's minions, leaving a trail of rainbow-struck shadow birds falling in her wake.

In mid-flight over the newly formed dome in the Red Mane Row district, Aeon noticed her as well. He tried to shout her name, but quickly realized she was unable to hear anything at that speed. Looking around for a way to get her attention, he was temporarily blinded by a flash of indigo magic.

Princess Luna was hovering about twenty yards west of him, zapping each minion that approached her with laser-like precision.

“Princess!” Aeon shouted, soaring over towards her. “Princess Luna, can you get Rainbow Dash’s attention?”

“For what purpose?!” Luna’s booming voice replied, as she shot a cone-shaped jet of magic into an incoming flock.

“Celestia’s going to have Twilight burn the skies,” Aeon explained hurriedly, watching Luna zap a minion readying to attack him. “We need Rainbow to help clear them of friendlies. Can you slow her down?”

“Very well,” Luna said, increasing her altitude and studying the pattern of rainbow trails. As the soaring pegasus predictably banked right, Luna conjured a sphere of magic around herself, causing Dash to slow to a halt as soon as she entered it.

“Hey, what gives?” Dash asked, while Luna collapsed the slowing field.

“Twilight Sparkle is going to set the skies ablaze—but first, we must vacate them,” Luna explained, zapping two more minions.

“Set them a-what?” asked Dash, her eyes widening. “On fire?”

“Correct,” the princess replied, as the professor approached them. “Professor Silverwing, does my sister have a plan to clear our allies from the skies?”

“As soon as the airspace of each district is clear, we’re to send up flares,” Aeon explained, reaching into his saddlebag. “Celestia has Grand Central covered, and I’ve already sent Spitfire to clear Mayberry Estates. We should divide the remaining three quarters among us. Rainbow Dash, head east to the Downtown sector, it’s a mostly commercial district with a clock tower in the middle—you can’t miss it.”

“I’m on it!” Dash determinedly replied, catching the flare that Aeon tossed her. “I’ll have it done in no time!”
She clutched the flare firmly in her hoof and took off to the north, producing another ear-splitting rainboom as she went supersonic.

“Princess, which section would you take?” Aeon asked, offering her a flare.

“Keep your device, you may require a spare. I will produce a beacon of my own,” Luna replied. “I will teleport to Haymarket Square and clear the skies there.”

“Understood, your highness,” Aeon said, placing the flare back into his bag. “I’ll take care of Red Mane Row, then, but are you sure you should be teleporting? The last teleportation didn’t seem to go very well…”

“Your concern is appreciated,” Luna told him, her horn beginning to glow. “But I know what went wrong with Starswirl’s glyph, it shall not affect me. I shall explain more when we have time.”

“Good luck, then!” replied Aeon, watching the princess dematerialize with an indigo flash. He turned and flew downwards, beginning to scan the sky for any non-minions.


Meanwhile, beneath a large clock tower, Terra was covering for Ironmane as he galloped through the streets. She was pulling bits of stone from the ground and accelerating them to lethal speeds at the attacking minions.

“Are you certain you know where you’re going?” Terra asked him, firing a stone projectile at a minion that attempted to swoop onto him. "...These cities all look the same to me..."

“Yes, your h-, uh, ma’am,” replied Ironmane, trying not to instinctively call her by a royal title again. Accidentally calling her princess when thanking her earlier had earned him a rock to the helmet. “I grew up and used to be stationed here—it should be in the clock tower.”

“What is this… device you’re insisting is so important?” Terra questioned as they reached the tower.

“No time to explain, you'll see,” Ironmane replied gruffly, smashing his armored hoof into the wooden doors of the clock tower. They flew open with a bang, causing several worried cries to echo inside.

Realizing it was a Royal Guard, the ponies taking shelter within breathed a sigh of relief. The sergeant galloped past them, ascending a nearby stairwell and heading to the upper levels of the tower.

Terra closed the door behind him with a weak haze of red magic and continued firing rocks at the shadowy birds that tried to follow.

Reaching the seventh floor of the spiraling stairwell in the clock tower, Ironmane halted his ascent and looked at the ticking mechanisms around him. Amidst a dense array of gears, he fixed his eyes upon a large red lever protruding from a column on the wall. Galloping over to the emergency lever, he plunged it into the downwards position, causing a loud SNAP to echo throughout the building.

Outside, Terra turned and stared at the clock tower as a mechanical grinding sound began to emanate from its upper levels. The pitch and volume of the sound increased into a blaring warning siren, piercing the air for miles in every direction. In a bright flash of light, the faces of the clock tower illuminated themselves into powerful searchlights.

Other searchlights throughout the city began to shine into the sky, projecting beams of light into the dark clouds. The minions of the Nighthawk began screeching angrily, avoiding the searchlights and fleeing to higher altitudes.

“The professor said they’re sensitive to light,” Ironmane called down to Terra, exiting onto a balcony just beneath the illuminated faces of the clock. “During the Parasprite infestation last year, the city board attached spotlights to the warning system, to see them better at night!”

“Perhaps I underestimated Celestia,” Terra thought, watching Ironmane pull his collapsible crossbow from the saddlebag on his left flank. He flipped it open, immediately firing a pre-loaded bolt at an approaching minion.

“Good thinking!” Terra called back, flying to the other side of the clock tower and preparing to defend it--a swarm of minions were flocking to attack the source of their newfound disadvantage.

“Whoa, whoa, what’n the hay’s that?” Soarin’ wondered aloud, pausing to stare at the massive searchlight that had just activated below him.

He had been dogfighting over Haymarket Square since the battle began, acrobatically attacking the minions wherever he could find them. The Wonderbolt jerked his head to the side, realizing that his opponents were now fleeing the light.

“Son of a griffon!” Soarin’ exclaimed, taking off after them. “Get back here, you pigeons!” As he pursued the screeching minions, he suddenly got clipped in the wing by a foe from above. “Agh!” he yelled, turning and readying to counter the attack. “Sneaky little…“

When Soarin' faced the culprit, another minion turned hard and sliced at him from behind. He cried out in pain and rotated again, realizing that they were ambushing from all sides. He struck several of the minions before they could reach him, but a swift foe dove from above, bared its talons, and swiped them across his neck.

Choking and sputtering in shock, Soarin' drew his wings inward and swiftly dropped altitude. As he fled the sudden swarm of minions that were attacking him, he quickly ran a hoof across his neck, wondering how he could have possibly survived such a fatal cut.

“You saved me, darling, now it’s my turn to save you,” Rarity smiled intensely, standing on a rooftop several yards away. Her gaze was fixed on the fleeing Wonderbolt, and the Element of Generosity was shining brightly. A faint trickle of blood began running down her white neck--absorbing the slash from Soarin' had given her the equivalent of a papercut.

“Rarity!” a booming voice called from behind her. “You must leave the rooftop at once!”

“Of course, princess… could you kindly lend Soarin’ a hoof first?” Rarity asked, recognizing Luna’s voice but keeping her protective gaze on the darting Wonderbolt. “...He’s in a bit of a bind!”

“Very well,” Luna replied, soaring past the unicorn and readying a charge of magic. She stopped about twenty yards away, matching his altitude and waiting for an opportunity to fire.

Noticing the princess ahead of him, Soarin’ tried to barrel roll to the left, but it appeared that Luna had the same idea. She tried to dodge him by juking to the right, and he ended up running into her chest. As soon as they collided, Luna doubled over and exhaled painfully, but managed to unleash her spell, disintegrating Soarin’s pursuers with a cone-shaped jet of indigo magic.

“Ow... uh…” said Soarin’, rubbing his head. He looked up at the alicorn he had just crashed into, his cheeks reddening. “Ah! Thanks, princess!” The embarrassed pegasus readied himself to fly away.

“Stay!” Luna replied, using her magic to catch him by the tail as he tried to flee. He bounced backwards like a yo-yo, bumping into her chest again with an oof.

Rarity couldn’t help but giggle when she saw what was happening overhead.

“Ah! Um…” Soarin’ stuttered, grinning sheepishly as he backed away slowly. “S-sorry ‘bout that…”

“Never mind that,” the exasperated Luna told him, and readjusting her necklace. “Twilight Sparkle is going to set the skies ablaze, but first we must clear this airspace of allies. Assist me by searching inwards from the northeastern perimeter of Haymarket Square—I will search inwards from the south. We will meet at this light when you have finished.”

The princess pointed a hoof at the searchlight that had blinded Soarin’ a few minutes ago.

“Yes ma’am, your highness, ma’am,” Soarin’ replied, hurriedly taking off to the northeast. Luna rolled her eyes and took off towards the southwest.

“Wait!” Rarity screamed, watching her winged teammates fly off. “...Just leave me here, why don’t you?!”

On the western side of the city, Spitfire had already cleared most of the civilian pegasi from the skies over the Mayberry Estates, but was hot on the trail of another pegasus she had just spotted. She dodged several swooping minions, and began diving to a lower altitude.

“Hey!” Spitfire called out, recognizing the yellow pegasus. “Wait up!”

Fluttershy continued to weave through the birds ahead of her, coming to a landing on the lawn in front of a large manor. Spitfire followed suit, realizing that she was not alone.

Under a stone gazebo in the manor’s yard, three civilian ponies, a unicorn mare, and two guard pegasi were lying down, each of them injured in different ways.

“Just calm down, everypony,” Fluttershy said quietly, powering up the Element of Kindness. “Everything is going to be okay…”

She hovered into the air, her white eyes scanning the gazebo around her. One by one, the injured ponies around her began to heal rapidly.

“Wow, that’s pretty awesome, dude,” Spitfire told her, watching in awe as she healed the last of them. “Fluttershy, right? I’m Spitfire. Is everypony okay here?”

“Oh yes, they are now,” the yellow pegasus replied quietly, her eyes returning to normal. She knew who Spitfire was, having heard Rainbow Dash talk about her many times.

“Look, Skydrop! The Wonderbolts are here!” a light green unicorn mare exclaimed, comforting a young foal that was hiding behind her. He removed his hooves from his eyes, gazing hopefully upwards.

Spitfire smiled at him. “Hey, you two,” she said, turning towards the two armored pegasi that were standing up. “What’s the City Guard’s situation?”

“They took us completely by surprise,” the lighter-colored pegasus guard replied, his voice shaking. “As soon as the sun disappeared, they hit the guard station without warning… It was horrible…”

“Take cover, they’re coming!” a brown earth pony interrupted, pointing his hoof towards the sky. A large number of glowing minions had detached from the swarm, and were flocking towards the stone gazebo.

Fluttershy gasped and hopped in front of the civilians, while Spitfire galloped out of the gazebo, preparing to charge the minions head-on. With a blinding flash of blue light, a silhouette materialized next to her, immediately firing a projectile at the incoming minions. It struck one of them, forcing the shadowy bird to explode violently, causing each of the nearby minions to be disintegrated.

“Not very safe here, is it?” Starswirl asked the group cheerfully; they stared at him in awe.

“You!” Spitfire replied angrily. “Why’d you teleport us to the middle of the sky?! If we hadn’t caught everypony…”

“Honest mistake. If you’d like a written apology, it’ll have to wait until after the battle,” the wizard replied dully. “Now, has there been any word from our leader?”

“Princess Celestia needs us to clear the skies—she’s gonna set them on fire to get rid of those… things,” Spitfire explained to the wizard, turning to face the guards again. “I’ve already finished scanning the Estates and I couldn’t see anypony else in the sky. Are any pegasi guards in the air right now?”

“N-none of the others made it out,” replied the grey-pelted pegasus guard. “They swarmed into the barracks and snatched them all away!”

“We’ll get them back as soon as the city’s safe!” Spitfire told him, pulling the flare from her suit and darting out of the gazebo. As soon as she had a clear view of the sky, she pointed the flare upwards, pulling the cord on the bottom.

With a shower of golden sparks, a glowing projectile burst from the flare, shining almost as bright as the sun as it arced into the clouds above.

“Ah! Set the skies on fire, huh?” Starswirl exclaimed, his yellow eyes following the flare. “I’ll bet Celestia is having Twilight give the infernum spell a whirl… that’ll be a sight to behold!”


“Watch out, princess!” Aeon shouted, zipping past Cadance and knocking a minion upside the head.

Cadance and the professor were guiding a group of fleeing pegasi into Shining Armor’s shield, and the minions above were relentlessly harassing them.

“Thanks,” Cadance told him, lowering her altitude as they reached the edge of the dome. “Into the shield, everypony! Go, go, go!” The pegasi began to fly through the shield, a section of which weakened to allow their passage.

“Is that the last of them?” Aeon asked, as Cadance cast a quick healing spell on a blue pegasus who was unable to fly straight.

“I’m sure of it,” Cadance replied. “I’ve been over almost every street in the district by now.”

“Looks like Spitfire’s ahead of us,” Aeon told her, pointing a hoof to the north--a bright golden flare was illuminating the Mayberry Estates, causing the aggravated minions in the district to scatter into the sky.

“Get into the shield when you’re done!” Cadance called out, flying into the purple dome and starting to look for any wounded. The professor pulled a flare from his saddlebag.

“Red Mane Row is clear!” Aeon shouted, pulling the cord from the flare. It soared into the sky above them, illuminating the rooftops of the residential district.

“Alright, I’ve been around the entire place three times now,” Rainbow Dash thought, banking right at the southern end of the Downtown district. She dropped out of supersonic flight and decelerated towards the clock tower, where she saw Ironmane and Terra continuing to defend the beacon.

“Hey guys, you gotta get inside!” Dash called out to them. “Twilight’s gonna set the sky on fire as soon as I send up this flare!”

“What flare?!” Terra responded, firing a large stone at a group of minions. It broke into smaller bits, shredding the shadowy birds with buckshot.

Dash looked down at her hoof and cringed. Having been crushed at supersonic speeds for the past fifteen minutes, the flare had fallen apart. Only a hoof full of it remained, and powder was leaking from the sides.

“Heh, uh,” Dash laughed, flying over to the brown alicorn. “I think I broke it… you can make another one, though, right?”

“I’ve never studied conjuring magic!” Terra replied vehemently, striking another minion with a rock.

“But you’re…” The confused pegasus scratched her head.

“Find another one!” Terra commanded. “Go!”

Dash nodded and flew around to the other side of the clock tower, where Ironmane was fending off minions with his crossbow. “Hey, buddy,” she called out, not remembering his name. “Got any flares in your saddlebag?”

Ironmane shook his head, not making eye contact. He was busy tracing his next target.

“Oh my gosh,” Dash moaned, looking around the city. “Where am I gonna find another flare at a time like this?!”

“SOARIN’!” Rarity screeched, spotting the blue Wonderbolt above. “How dare you leave me behind?!”

“…Mares,” Soarin’ muttered, slowing down and yelling over his shoulder. “You’ve gotta get inside, now! Twilight’s gonna set the skies on fire!”

Rarity huffed angrily and trotted away, heading for a fire escape ladder nearby. Moments later, Luna swooped in from above and came to a hover across from Soarin’.

“Are the skies in your half of the city clear?” the princess boomed, hovering into the beam of the searchlight.

“Y-yes, princess,” Soarin’ gulped, trying not to make eye contact. Realizing that he was staring at her chest, he hurriedly averted his eyes again.

“Then we shall signal our success,” Luna replied, her horn beginning to glow. She materialized a bright blue flare of magical energy and launched it into the sky. It shone brightly over the carts and fruit stands of Haymarket Square.

“Look!” Twilight shouted from Celestia’s back, pointing her hoof to the north east. “That’s three out of four!”

“That only leaves downtown,” Celestia shouted over the whipping wind. “Prepare your spell, Twilight! As soon as that flare goes up, we must end this!”

The Element of Magic firmly fitted onto Twilight’s head began to glow brilliantly as she closed her eyes and concentrated.
“Tell me when, princess!” Twilight replied, feeling power begin to surge through her body.


Rainbow Dash was frantically looking into the abandoned shops and stores in the Downtown district, but she was coming up empty-hooved.

“Some days, I swear!” yelled the hopeless pegasus, pressing her face against the glass of another store--it was a shop called Hats & Bread. “You just can’t find a flare!”

Dash darted back into the air, noticing Applejack and Pinkie Pie in the streets below the nearby clock tower.

“APPLEJAAACK!” Dash shouted, zooming towards her friend so quickly that she crashed into her.

“Oof!” Applejack gasped as the two powerful ponies collided. The clashing of the two Elements created an explosive shockwave, shattering several windows around them.

“Hi Rainbow!” Pinkie said happily, cleaning out her pounding ears. “We were just telling sergeant what’s-his-face and Cadance’s mom that they should head for the pretty bubble!”

“No time for that!” Dash said, picking herself up. “I need a flare, and I need it yesterday! Do either of you know where I can find one!?”

“A flare?” the confused Applejack asked. “Uh, Pinkie, got any flares on ya?”

“Nope!” Pinkie replied. “But I’ve got sparklers!”

“Sparklers?!” Dash asked wildly, as Pinkie reached over her shoulder and produced three unlit fireworks. “Close enough! Give’em to me, I’ll fly’em up and set’em off!”

“Do that, and you’re gonna get fried!” Ironmane’s gruff voice yelled at her from the balcony above. He struck a lever on his crossbow, causing the bolt in the firing chamber to pop out. “Give me those!”

Dash darted into the air, pausing just outside of the balcony. “Everypony take cover!” she hollered, handing the sparklers to Ironmane.

Pinkie Pie and Applejack galloped into the clock tower, shutting the door behind them. Terra circled around the upper level, soaring past Dash and diving into the balcony.

“You, too!” Ironmane ordered Dash while she watched him break the sparklers into bolt-sized pieces. She nodded quickly and swooped into the balcony after Terra.

“Let’s turn up the heat,” Ironmane muttered, shoving the three sparklers into the crossbow. He struck his armored hoof against the metallic firing mechanism, creating a spark that ignited the fireworks.

Ignoring the searing burns on his forearm, the sergeant fired his crossbow into the night sky, dropping it and diving into the clock tower.

“There! That’s it!” shouted Celestia, her eyes following the makeshift pink flare as it soared through the southern sky and fell apart. “Do it, Twilight! FIRE!!”

Twilight opened her eyes, which shone brighter than all the searchlights in the city. The raw power that had been building in her body funneled its way through her horn, ejecting a stream of purple light that collected into a ball fifty yards above her.

A few moments later, the stream cut off, and Twilight’s eyes stopped glowing.

“It’s done!” Twilight screamed, burying her face into the princess’s neck. “Get away from it!”

Celestia lowered her head into a nose dive towards the ground, pulling up as they reached the city streets. She landed to a gallop, slowing and stopping as they turned to look at the sky. With a flash of violet light that blinded the entire city, Twilight’s spell detonated, causing the skies to erupt with brilliant purple fire.

Everyone shielded their eyes as the shockwave traveled through the air--it disintegrated clouds, minions, tower tops, and everything else in the air for miles in every direction. The airborne inferno raged brightly for almost a full minute.

When it finally faded, the moonlit skies were completely clear.

Chapter 10 - Wings of Dusk

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Silence descended over Fillydelphia. Its residents gazed speechlessly at the empty night sky, which had been swarming with volatile shadow birds moments ago.

The few minions that had not been caught in the blast began squawking fearfully and scattering into the sky.

“I don’t think I’ve ever seen anything so powerful,” Spitfire sighed, exiting the safety of the gazebo and watching the remaining minions carefully. They flocked to the southwest, showing no indication of returning to the city.

“Amazing, wasn’t it?” Starswirl asked, floating over to Fluttershy, who was still ducking for cover. “If you wouldn’t mind, we should probably regroup now. I can safely teleport us to Grand Cent-“

“We’ll fly, thanks,” Spitfire replied angrily, glaring at the wizard. She cantered past him, grabbed Fluttershy's hoof, and pulled her out of the gazebo. “Come on, kiddo, I’d rather not end up spiraling out of control again.”

“If you’ll just let me explain!” Starswirl called out, watching the two brightly-colored pegasi take flight. All three of them paused, seeing a jet of golden magic shot into the southeastern sky.

“That’s probably the princess,” said Spitfire. “C’mon, Fluttershy!”

“I’m sorry!” Fluttershy called back to Starswirl, as the Wonderbolt pushed her along.

“…Drat,” Starswirl muttered. “That wasn’t such a good start to our adventure..." Lowering his head from the sky, he turned towards the gazebo and waved at the civilians and the two guards. "Be safe, friends!”

The wizard dematerialized in a CRACK of blue magic.

“Now that was a sparkler emergency if Ah’ve ever seen one,” Applejack said in awe, cautiously opening the wooden door of the clock tower.

The city streets were deserted. The civilians of Fillydelphia couldn't decide which was more frightening—hundreds of thousands of shadowy birds attacking the city, or the skies suddenly bursting into brilliant violet fire. Despite the absence of minions after the inferno, most of Fillydelphia still feared to leave their shelter.

“Of course it was!” Pinkie gushed, bouncing past Applejack and into the streets. “Every fireworks show needs a grand finale!”

“Quite the finale…” Terra commented, cautiously flying from the balcony and hovering over the street.

“I knew Twilight could do it!” Dash cheered, swooping out of the clock tower. She scanned the empty sky for any remaining minions, noticing a jet of golden magic shoot into the northwestern sky.

“Celestia signals us,” Terra told them, pointing at the beacon. “...Come, mortals.”

“I don’t get her,” Dash, hovering to the ground and watching Terra fly away. “If she’s Celestia’s sister, wouldn’t she like, be a princess?”

“Whatever you do, don’t call her that,” Ironmane muttered, passing Applejack and Pinkie and galloping towards the north.

“Well, bein’ a princess ain’t for everypony,” Applejack replied, walking after him. “Ah remember tryin’ the hoity-toity lifestyle when Ah lived with Aunt an’ Uncle Orange in Manehattan, and that was just upper-class... Ah can’t imagine tryin’ to live like a princess.”

“Yeah, dresses and fancy dinners aren’t really my thing either,” Dash agreed, hovering next to Applejack. “But still… mortals? What’s her deal?”

“Ah'm not sure-“

“The princess summoned us!" Ironmane yelled back to them. "Move out!" He galloped around a corner, following the street signs towards Grand Central.

“He reminds me of Sergeant Sprinkles!” Pinkie giggled, bouncing past her friends and following him. Dash looked at Applejack, mouthing the word “what?” and shaking her head in confusion.

“Ah have no idea,” Applejack chuckled, galloping after Pinkie. Dash shrugged and followed from above.

“That was rad!” Soarin’ cheered excitedly, landing on a slightly blackened concrete rooftop and eyeing the city. “She totally torched them!”

“The Element of Magic is quite a powerful force,” Luna said reminiscently, landing next to him.

“W-what should we do now, princess?” Soarin’ stuttered, turning towards her nervously and taking a couple steps back. He did not notice Celestia's golden flare streaking the sky behind him.

“Rejoin the others,” Luna replied bluntly, pointing a hoof over his shoulder. As Soarin’ turned to look at the beacon, the princess dematerialized in a startling CRACK.

“Whew…” Soarin’ thought, exhaling. “She’s intimidating…” As soon as he took flight towards the beacon, a shrieking voice caused him to halt in midair and cringe.

“Soar-IN!” Rarity screeched, carefully balancing herself on the third floor of a creaking fire escape. “You come back here this instant! D-don't let me fall-AH!" She yelped, feeling the metal floor shift slightly.

“...Speaking of which…” Soarin’ rolled his eyes and descended towards the unicorn in distress.

“Ah’m pretty sure they’re all gone, partner!” Ashton called out to Shining Armor from the street below.

Twilight's infernum spell had not damaged his shield, leaving the area inside bustling with civilians taking refuge from across the city. Standing at the edge of the rooftop, Armor heard Ashton's suggestion and nodded at him.

“Alright, I’ll lower the power,” the captain replied, relaxing his channeling of the shield. As soon as he was able to move freely, he galloped across the edge of the rooftop, looking for his wife among the crowds below.

“Cadance!” Armor called out, spotting the tall alicorn next to a row of injured refugees.


Hurriedly finishing the healing spell she was casting on those around her, the young princess hopped into the air, diving into Armor's chest and tackle-hugging him in relief.

“Told you it’d be okay,” Armor laughed, embracing her tightly and kissing her neck.

“I-I believed you… I just…”

“Aw, ain’t that just the cutest thing ya ever saw?” Ashton sighed, watching the couple’s happy reunion from below. Several of the refugees around him smiled in agreement, relieved that everyone was okay.

“Look, that’s Princess Celestia’s magic,” Armor said, pointing one of his hooves towards the jet of light in the northeastern sky. Cadance lifted her head from his shoulder and turned to look at it.

“You should go and join her," he continued. "I’ll stay here and keep the shield ready, in case they return.”

“Okay…” Cadance replied, sniffling.

“Tell her if we can get confirmation that the rest of the city is clear of those things, I’m ready to widen my shield over the whole city,” Armor told her, telekinetically pulling a handkerchief from his saddlebags. He rubbed it under her eyes, drying her tears.

“Alright… I’ll be back soon,” Cadance said, letting g and taking flight. She hovered over the edge of the rooftop and called out below her. “Ashton, head to Grand Central! The princess sent up a signal!”

“Ah’m on it!” Ashton replied, starting to gallop south. He paused for a moment, watching Cadance fly in the opposite direction. “Er…”

“Other way,” Armor laughed from the rooftop. “Take a left at the end of the street, and…”

“Just follow me, friend,” Professor Aeon offered, overhearing their conversation from above. He lowered his altitude and flew between the buildings.

“Ah! Much obliged!” Ashton exclaimed, galloping after the white pegasus. He followed him through the streets, but as he ran, one of his hooves got caught on something, almost tripping him.

“Hold up a moment, partner!” Ashton hollered, opening his saddlebag.

“You’ve done well, Twilight,” Celestia sighed, sitting next to her faithful student after conjuring the beacon. They had landed in a deserted intersection. “I don’t think anypony in Equestria could have done what you just did.”

“It didn’t feel very good,” Twilight admitted, still slightly out of breath from casting the powerful spell. “It didn’t feel like regular magic… it was too, well… destructive.”

“I’m sorry to put you through this,” Celestia replied, lowering her head and closing her eyes. “If there was any other way…”

“I understand, princess,” Twilight smiled; Celestia returned the gesture in relief.

With a CRACK of blue magic, Starswirl appeared next to them. “Magnificent!” he gushed. “Absolutely brilliant, Twilight!”

“Thanks, I guess,” the unicorn replied, her cheeks starting to redden from the flattery.

“I owe the two of you an immense apology,” Starswirl continued, his tone dropping to a sorrowful one. “I tried to break your fall, but it seems you were gravely injured because of the slightest miscalculation…”

“If I had been able to catch her, it wouldn’t have been necessary,” Celestia told him. “It was my fault we were injured, Twilight… Can you forgive me?”

“Everypony’s okay now, princess,” Twilight replied. “Neither of you have anything to apologize for… But, did you figure out why we were teleported into the middle of the sky?”

“It was actually a fail-safe feature I embed in all of my teleportation glyphs," Starswirl explained. "If the exit point of the teleport is blocked for some reason, the fail-safe kicks in and shifts the coordinates into the middle of the sky. It prevents the horrible alternative of telefragging..."

"...Telefragging?" Twilight gulped. "That doesn't sound very good..."

"It's what happens if the destination of a glyphed teleport is obstructed," Celestia told her. "It isn't good at all." The princess turned back to Starswirl. "Where was the teleport supposed to take us initially?"

"The very rooftop you crashed into," Starswirl sighed. "It was an ideal location when I scouted it from orbit, but I hadn't counted on competing for space with seven hundred thousand-"

A sudden CRACK of indigo magic to Celestia's right interrupted the wizard; Luna materialized and approached them. Twilight started to greet her, but she too was interrupted.

“Twilight!” an excited voice called out. Leaving multicolored trails behind her, Rainbow Dash darted into her friend from behind and pulled her into an aerial hug. Terra flew around them, landing at the edge of the intersection behind Celestia.

“You were amazing up there, Rainbow!” Twilight said, exhaling sharply as Dash squeezed the life out of her.

“I don’t remember doin’ anything that beats setting the sky on fire!” Dash exclaimed, lowering to the ground and releasing her.

“I meant your sonic rain-AH!“ Pinkie Pie and Applejack seized her from each side. Ironmane said nothing, but patted Twilight on the back with an armored hoof as he walked past.

“Rainbow’s right, sugar cube!” Applejack told her. “You’re the hero'a Fillydelphia!”

“She sure is!” Pinkie agreed, her puffy mane rubbing Twilight’s face. The unicorn sighed, exasperated that they insisted on squeezing the life out of her, but relieved at the same time.

“Hey, there they are dude,” said Spitfire, flying over the intersection. Fluttershy swooped past her, seizing the opportunity to embrace Twilight as soon as Applejack and Pinkie let her go.

“I’m so happy you’re alright, Twilight!” Fluttershy squeaked, with her silent approximation of extreme excitement. “I was so scared, having to leave as soon as I finished healing you…”

“It’s fine, Fluttershy, I was al-“

“There you are, Twilight Sparkle!”

Twilight looked upward, stifling a giggle as she saw Rarity lounging comfortably in Soarin’s grasp, while he huffed his way to the ground. As soon as his passenger hopped away to join the group’s embrace, he collapsed to the ground, breathing heavily.

“You’d make a good taxi service, chief,” Spitfire laughed, hovering over to her fellow Wonderbolt.

“Great to see you too, boss,” Soarin’ replied, lifting his head and turning towards the group of celebrating mares. “Hey, Rainbow! That was some pretty crazy flyin’ up there!”

“He’s right, dude,” Spitfire agreed, as chills of excitement started to run down Dash’s spine.

“Crazy is exactly how I’d describe it!” added Professor Aeon while he and Cadance landed on Celestia’s right. “We need to work on our teamwork, gang.”

Terra galloped to her daughter’s side as soon as she landed, placing a hoof on her shoulder as she nervously checked her for injuries. “I’m fine, mother,” the young princess smiled.

“Y’all say crazy like it’s a bad thing!” said Ashton, galloping past Aeon and over to Twilight. “Was it you who went and burnt the skies like that?”

“That was me,” Twilight replied quietly, as Rarity released her.

Just as her aching body started to recover, Ashton seized her hoof and shook it cordially. “Don’t think Ah’ve ever seen anythin’ like it, not in all mah days!” he exclaimed, releasing her hoof as Twilight thanked him humbly.

“Oh, and Ah found somethin’a yours, Miss Applejack,” Ashton continued, reaching into his saddlebag and pulling something out of it.

“Somethin’ of… mine?” Applejack asked curiously, as he unfolded a brown hat and placed it on her head. She recognized the fit, her cheeks starting to redden. “Aw, shucks! Ya found mah hat…”

“Darn shame Ah couldn’t find mine,” he replied cheerily. “’Twas mah dress-hat, no less. Ah reckon somepony in the city’ll find it, Ah hope they give it a good home--“

He was cut off mid-stream as Applejack suddenly kissed him on the cheek.

“Ah can’t thank ya enough, Ashton!” she said, quickly drawing her head back. “It’s like a part of mah head sometimes. Ah’m sure ya know what Ah mean!”

Ashton blinked twice, staring straight forward. “Ah sure do!” he piped up, after a moment of recovery. “It looks good on ya!”

“Get a load of those two,” Dash giggled quietly, elbowing Fluttershy in the ribs.

“Shush!” Rarity hissed, although she was scrunching her own face in an attempt to stifle laughter.


“I apologize if we must cut our celebration short,” Luna’s voice boomed, snapping everyone back to attention. “But the Nighthawk still draws breath, and she is likely spawning more minions as we speak.”

“There’s been some ponies captured, too,” Spitfire added quickly. “I heard from a couple of the City Guards—they attacked the guard station first and kidnapped a whole bunch of them!”

“Then we have little time,” Aeon said hurriedly. “They’ve been taken for harvest! The more victims added to her nest, the more power she gains... If she gets too many, I fear she’ll become unstoppable.”

“Do you know how many were captured, Spitfire?” Celestia asked, shifting her concerned gaze towards the Wonderbolt.

“He said they took almost everypony in the barracks,” Spitfire continued. “I’m not sure how many that is…”

“At least a hundred, your highness ma’am,” Ironmane interjected. He galloped over and stood at attention; Celestia nodded at him to continue. “Possibly twice as many—the attack coincides with the night guard swapping shifts for the morning.”

“...She knew exactly where to strike, and when!" Starswirl exclaimed. "The Nighthawk was nowhere near this clever when we last encountered her!"

"...We?" Aeon thought, looking over at Starswirl. "Surely he doesn't mean..." Realizing that there were more pressing concerns, the professor turned back to Celestia. "I had suspected the Nighthawk to be feral, but this changes everything," he explained quickly. "With this level of intelligence, we should proceed carefully..."

“Hold on,” Celestia cut in. “Two are missing. Does anypony know the whereabouts of Shining Armor and Ragehoof?”

Starswirl lowered his head, his hat beginning to glow. Most of the other ponies in the group shrugged in response to the princess’s question.

“Shining Armor is still maintaining the shield,” Cadance explained. “He’s also ready to expand it, as soon as we know that the city is all clear of those things.”

“That’s good news,” Celestia replied, turning back to the group. “Ragehoof?”

“...When I caught him, he insisted that I drop him off at Red Mane Row,” Aeon explained after a moment of silence. “He galloped off, and I joined with you just a few minutes later, princess.”

"And yet he had been seen nowhere since?" The Elite shook their heads at the princess.

“…Trajo has a lock on him,” Starswirl spoke up suddenly, lifting his head and turning around. “He’s spotted a single earth pony, heading southwest beyond the city limits!”

“Running away, of course,” Dash grumbled. “Forget him, princess, let’s make a plan to take down the Nighthawk!”

“No, not running away,” the wizard corrected curiously. “He’s headed towards her nest, and he's already in combat with its guardians!”

“By himself?” Celestia asked, mildly surprised.

“Yes, and he seems to be faring well, for the moment,” Starswirl continued. “Trajo’s checked the entire city; it’s clear. All of the minions that survived Twilight’s blast are heading to the south...”

“…Flocking to defend the nest!” Aeon finished for him. “Brilliant! I wish he’d have told me his plans!”

“…I’m lost,” said Dash, scratching her head. “He ran into the nest by himself, and that’s brilliant?”

“It’s a distraction,” the professor clarified. “The Nighthawk and her minions are telepathically linked, so I’m sure that in the event of an attack on her nest, she’d recall them to defend it!”

“They’re not fleeing the city because they’ve given up; they’re fleeing because the mother hen is under attack!” Twilight added, stepping forward to join the conversation.

“Oh no,” Fluttershy interjected worriedly. “Who would attack a mother hen?!”

“He got lucky,” Dash huffed, while Twilight reassured her friend that she was only speaking metaphorically. “There’s no way he knew they’d do that.”


“Regardless,” Celestia cut in loudly. “We must come swiftly to his aid! The Nighthawk is not brave, but she will defend her nest with everything she has!” She turned to face her niece. “Cadance, please inform Shining Armor that he may now shield the entire city. Stay with him, and tend to any wounded civilians!”

Princess Cadance nodded, spreading her wings swiftly and hopping into the air, heading for the glowing dome in the south.

“Starswirl, please ask Trajo watch the Nighthawk carefully,” Celestia continued. “We must know as soon as she moves!”

The masked wizard nodded and lowered his head, relaying the orders to Trajo.

“Airborne combat team, assemble,” Celestia continued, her eyes traveling across the pegasi in the group. Aeon immediately hopped in front of her, followed shortly by Spitfire and Soarin’.

“Oh yeah!” Dash said, remembering the team setup. She pulled Fluttershy along and hovered at attention next to the others.

“Professor, lead the team to the southwest and provide air support for Ragehoof,” Celestia ordered. “Keep him alive, but do not rouse the Nighthawk! If her minions flee to the nest, do not pursue.”

“Understood, princess. Team?” Aeon asked, looking to his right.

“Yes, sir!” the Wonderbolts barked; Dash quickly echoed them. Fluttershy gulped and nodded as well.

“Stay on my wing, let’s move out!” With Aeon setting a pace that Fluttershy could keep up with, the five pegasi took off into the night sky, arcing over Red Mane Row towards the southwest.

“Ground team, assemble,” Celestia ordered. Ironmane, Ashton, and Applejack immediately galloped in front of her, with Pinkie Pie bouncing along behind them. Celestia paused for a moment, formulating the next stage of her plan.

“Starswirl, please blink-port Ironmane, Ashton, and Applejack to the edge of the city. Go the rest of the way by land, and catch up to Ragehoof. As soon as you’ve reached the battle, form a perimeter and be prepared to free her prisoners as soon as she leaves her nest.”

“Ma’am, yes ma’am!” Ironmane replied, saluting her.

“Yes’sm, princess,” Applejack added. “But uh, what’s a blink-port?”

“Starswirl, please explain to your group how a blink-port works,” Celestia told the wizard, who nodded and ushered them aside. “Sisters, we will fly the remaining team ourselves,” she continued, addressing Terra and Luna, both of which shot unsure glances in her direction. “Twilight, with me. Rarity, with Luna. Pinkie Pie, with Terra.”

“…Fly them?” Terra questioned, as Pinkie Pie happily bounced over to her. “Um…”

“Like this,” Celestia replied, kneeling down to allow Twilight to climb on.

“You’ve got to be kidding me,” Terra muttered, watching the unicorn climb onto her sister’s back.

“I assure you, princess, it’s an honor,” Rarity gushed, approaching Luna and bowing. The indigo princess rolled her eyes and illuminated her horn, causing a haze of magic to surround Rarity; it lifted her off of the ground and planted her on her back, positioning her legs properly.

“I love flying almost as much as I love teleporting!” Pinkie exclaimed, waiting for Terra to allow her on.

“Come now, sister,” Celestia said, a subtly mischievous smile appearing on her face as her horn began to glow. When Pinkie next bounced into the air, Celestia's golden magic caught her, carried her over Terra’s back, and planted her onto it.

“Wee!” Pinkie cheered, positioning her legs like Twilight’s and Rarity’s. “Don’t worry, Terra. I’m the best co-pilot in Equestria!”

“Ugh…” Terra moaned, spreading her wings and testing her new flight weight.

“To victory!” Luna shouted, kicking off of the ground and taking flight. Rarity yelped and held tightly, burying her face into the princess’s neck.

“Hold on!” Celestia said to Twilight, following her sister into the air.

“Blastoff!” Pinkie screamed, holding on with one hoof and raising the other excitedly into the air as Terra swooped upwards.

“…Would ya mind explainin’ it in Equish?” Applejack asked. Her head was spinning after hearing Starswirl fully explain the physics of a blink-port.

“We take short, quick, jumps,” Starswirl replied dully. “I teleport us a little ways, then teleport us again, and again, and again, until we’re there. I’m the only one who rematerializes, you all remain energy. It’s really efficient for taking small groups medium distances!”

“Can’t ya just use yer magic to fly us there?” Ashton asked, indicating the fact that the wizard was magically suspended in midair.

“Believe it or not, it takes a lot of effort to carry and propel the full weight of myself and three well-built ponies,” Starswirl explained. “Well, at least while you’re materialized. If you’re an energized matter stream, well, that’s a different story!”

“Enough time’s been wasted,” Ironmane told them, watching Celestia and her sisters disappear into the night sky. “Let’s get moving, wizard.”

“Smashing idea,” Starswirl replied cheerfully, his hat glowing bright blue.

Applejack gulped; a field of blue magic crept around her and the others, and with a CRACK, they disappeared.


“What’s the plan, doc?” Spitfire asked Aeon, when the airborne team reached the edge of the city.

“First of all, we need to split into two groups,” the professor shouted to his team. “Rainbow Dash, Spitfire, Soarin’—the three of you will move to engage the minions head-on! Fluttershy and I will stay back; I'll keep them away from her while she heals you.”

“Thank you, professor!” Fluttershy tried to call out, but her quiet voice did not reach him over the whipping wind.

“Rainbow Dash, I must stress this—do not go supersonic while you fight!”

“Aw, why not?” Dash asked disappointedly.

“We’re trying to cover for Ragehoof without scaring the Nighthawk away,” Aeon told her. "Loud noises won't accomplish that!"

As they continued, they started to see a dark, massive, building-sized nest on the horizon. The moonlight only partially illuminated it, making it seem like an eerie stack of black needles.

“If the Nighthawk is scared away too soon, we risk her escaping before we can deal with her,” the professor continued, before Dash had a chance to ask why. “If she flees before we’re prepared to attack her, she’ll escape and spawn another army of minions!”

“But there’s no way she can get away from me!” Dash replied. “I’ll take’er down before she reaches cloud level!”

“Please, just trust me!” Aeon shouted back. “She’s as fast as she is cunning! We need to work together!”

“You got it, doc,” Dash replied in annoyance, rolling her eyes.

“Good! I see them! Thirty degrees starboard!”

“Thirty degrees wha-?”

Fluttershy and Dash struggled to keep up with the other pegasi as they banked off course, approaching a flock of shadowy minions swarming the ground ahead.

“Break formation and scatter dive!” Aeon shouted, diving at a steeper incline from the group. Unsure of what to do, Fluttershy tried to follow him.

“Scatter dive, scatter dive,” Dash thought to herself, trying to remember what Aeon had explained about the maneuver during their brief time together in Canterlot. Realizing that they were on a direct collision course with the minions, the term suddenly made sense--dive and scatter.

In a whirlwind that sent the minions fleeing in every direction, the three pegasi slammed their way through the group, immediately pulling up and banking around in the sky. Aeon motioned to Fluttershy and guided her away from the swarm.

“It’s about time you showed up!” Ragehoof yelled at them. He smashed his hooves into the face of a downed minion in front of him, causing it to burst into shadowy energy.

Aeon waved at him, but Ragehoof nodded only once before returning to combat. “You dumb birds are lucky I don’t have my armor!” he shouted, leaping into the air after another.

“There they are!” Pinkie called out excitedly over the wind. “Looks like we’re missin’ out on a pretty crazy party!”

“I’d much prefer a party to this roughhousing,” Rarity complained, trying not to think of what the wind was doing to her mane. “Princess Luna, what shall our plan of attack be?”

“Channel your power onto the group whilst I defend you,” her booming royal voice replied--Rarity’s eardrums rang from being so close to the princess’s voice.

“S-sounds good,” Rarity replied, burying her head back into Luna’s neck as she increased speed.

“The same goes for you, Pinkie,” Celestia called out from ahead. “Terra, protect her from the minions while she uses her power to keep us healed!”

“Okie-dokie-lokiEEEEEEEEEE-“ Pinkie screamed as Terra went into a steep dive, following her sisters.

“One-by-one, Twilight,” Celestia told her passenger. "Be precise; there are allies out there."

Twilight gulped and nodded, readying her horn as they approached the swarm.

“See, that wasn’t so bad, was it?” Starswirl exclaimed. He and the three earth ponies had just rematerialized outside the city’s southern gates, completing the trip in a fraction of the time it would have taken them to hoof it.

The wizard was met with no response as Applejack and Ashton nearly keeled over, trying to keep their balance. Ironmane shook his head, fighting the disorientation.

“Ah’d prefer... stickin’ to the road... next time,” Applejack replied dizzily, trying to shake it off.

“Aw, for shame,” Starswirl sighed, watching as she and Ashton finally cleared their heads. “Well, I can understand your aversion to teleporting, but surely you won’t say no if I cast a speed spell on us?”

“A… speed spell?” Applejack asked, blinking at the wizard. “Ya can do that?”

“Go for a little run, see for yourself,” the wizard replied facetiously, his hat glowing. Applejack started trotting cautiously; her legs felt suspiciously lightweight.

“This’s fantastic!” Ashton hollered, running a circle around the orange pony--he was moving so fast that he was almost a yellow blur.

“Good call, let’s move out!” Ironmane ordered, testing his knees and turning around. He broke into a speedy gallop towards the black nest in the southwest.

“Let’s,” Starswirl agreed, his hat glowing as he floated after the speedy sergeant.

“Ah’ll race ya there!” Ashton said, lowering his head and eyeing his competition.

“Yer on!” Applejack replied intensely. “Ready, set, go!”

As the three ponies galloped at rapid speeds, a dust cloud began to form behind them.


“Hah!” Dash yelled, clashing with a larger minion and knocking it backwards. “How’d ya like that?!”

With an angry war cry, Ragehoof jumped into the air, biting down on her foe’s wing. Dragging it back to the ground with him, he jerked his head downwards, slamming the bird into the ground. Before it could get back up, he drove a hoof into its face, causing it to disperse into shadowy energy.

“Hey, find your own!” Dash hollered in annoyance--Ragehoof ignored her and repeated the process with another large minion, this time biting down on its talon and dragging it to the ground.

"Jeez, he's pretty mean," Dash thought, cringing slightly as Ragehoof's downed victim was stamped out of existence. "Guess he suits his name..." She watched him take out another minion with barbaric efficiency.

“Rainbow!” Aeon shouted from above and behind her. “Look out!”

Dash yelped in pain as a minion's talons swiped her back—despite the protection of the Element of Loyalty, the powerful bird still left three painful cuts where the blow had landed. She ignored the pain and chased down her attacker, baring her teeth angrily.

Spitfire and Soarin', despite their extensive training in aerial martial arts, were ill-prepared to face an entire swarm of opponents. One-on-one against the minions, they were deadly and effective, but their foes faced them in large groups with coordinated attacks.

“Oh, you've gotta be kidding me!" Soarin' yelled, looking over towards the nest. A fresh batch of minions, at least a hundred in number, were flowing out of the dark structure and making a beeline for the battle.

Fluttershy was doing her best to catch up to each of her teammates and heal them as they were injured, but they were starting to sustain injuries faster than she could patch them up. As soon as she finished healing Spitfire, she suddenly paused, hearing a cacophony of screeches from the minions around her.

"...Destroy him?" Fluttershy asked, looking around at the swarming shadow birds. All of their screeches were the exact same phrase, over and over—destroy him.

"You have to keep moving!" Aeon ordered frantically, narrowly intercepting a minion that was inches from swiping Fluttershy from behind. "Mobility is our best defense!"

Fluttershy swooped out of the way and started heading for Dash, worriedly dwelling on the chanting of the birds. "Destroy who?" she thought. "Are they talking about... about us?"

"AGH!" Soarin' yelled, feeling a pair of talons swipe the side of his face. His attacker swung around, preparing to strike at him again, but was suddenly disintegrated by a flash of indigo magic.

Luna and the others had arrived—jets of golden and violet magic began streaking the sky above, and stones began to burst from the ground, flying through the air like cannonballs.

"I believe that's two you owe me, Soarin'," Rarity told him, grinning. Soarin' dodged a swooping minion and looked confusedly at Luna's back, where her voice had come from.

"Oh no..." he thought, gulping. "Both of them at once..."

The aerial battle had become evenly matched—minions were flooding from the Nighthawk's nest to replace the fallen as fast as they were defeated.

“We don’t have time for this!” Terra said angrily, looking at the aerial battlefield around her. “Get out of the way, all of you!”

“Don’t have time for whaaAAA-“ Pinkie tried to ask—Terra suddenly jerked to a stop, interrupting Pinkie's question. Her horn began to glow a deep shade of red, and the ground below suddenly started to rumble.

Feeling the vibrations, Luna came to a halt and looked over at Terra. "FLEE FROM BATTLE!" her booming voice suddenly ordered.

The airborne team and Celestia looked at her questioningly, but their eyes soon diverted to Terra, who had begun screaming furiously. Her eyes faded to white, and the rumbling from below intensified greatly.

"DO AS SHE SAYS!" Celestia reinforced, turning and soaring in the opposite direction of Terra. The airborne team began to scatter as well.

"...What the?" Ragehoof stared at the ground, barely able to stand up straight through its intense quaking. A huge section of the ground several yards away from him suddenly split open--a red glow began to rise from deep within the crack.

Ragehoof continued to back away from the chasm, watching an explosion of molten rock suddenly eject from it. The sheer heat from the fissure caused the minions above to scatter frantically, though they could not escape the fragments of molten rock which now rained on them from above.

As each burning pebble fell from the sky, Terra manipulated them to hail upon the fleeing minions. Pained screeches filled the air as the shadowy birds burst into flame and began to tumble towards the ground, most of them disintegrating before they reached it. The molten fragments that did not strike a minion landed in the grass, causing smaller fires to flare up—Ragehoof frantically dodged the fire raining around him.

When the screeches of the minions were finally silenced, Terra closed her eyes and hovered towards the ground, willing the fires to subside and the fissure to seal up.

“That was…” Aeon started, staring at the newly formed fault line on the ground. “…Interesting… Let's hope that didn't scare the Nighthawk from her nest."

“Pretty rad, Terra!” Dash cheered, looking around for any remaining minions--she couldn't see any. “Glad you’re on our side!”

“Haha-ha-haaaaaa!” Pinkie exploded into laughter, unable to contain herself. “Terra’s so funny, you guys, she can even make the ground crack up!”

“Form up, everypony!” Celestia’s voice boomed, as she landed across from the nest. Luna landed next to her, and Terra swooped over to join them. Ragehoof galloped up from behind, and the five pegasi took positions above them.

“Everypony, stay here,” Celestia ordered. "Be prepared for anything..." She slowly stepped away from the group and approached the nest, looking up at the towering structure. It was nearly three stories high; neither the princess nor the hovering pegasi could see over the edge into its interior.


With a shrill screech that pierced the eardrums of all who heard it, the Nighthawk slowly emerged from her nest, lowering her altitude to just above ground level across from Celestia.

The Nighthawk’s light blue eyes glowed eerily as they scanned the ponies formed up across from her; her wings glowed brighter than that of any of her minions, casting a purple glow for dozens of yards in every direction.

“As breathtaking as she is deadly,” Aeon breathed silently, watching Celestia walk towards the monster.

“Do you remember me, Nighthawk?” Celestia’s voice boomed, as she stared into the creature's glowing eyes. “I’ve imprisoned you once, and I shall do so again! Submit!”

The Nighthawk responded by lowering her head and screeching furiously, causing the entire team to bring hooves to their ears in response to the deafening sound. Celestia bared her teeth and stepped backwards a few feet.

“I don’t think you heard me,” Celestia replied bravely. “As ruler of this land, I place you under arrest. Submit!”

“Don’t back up, princess,” Aeon told her, trying to keep his voice down. “She’s asserting her territory… Don’t back up!”

The Nighthawk screeched again, and she started to hover towards the princess, who continued to back up.

“Gimmie a reason, birdbrain, I dare you,” Dash growled—Spitfire placed a hoof on her shoulder, shaking her head. Dash exhaled through her nostrils furiously in response.

“Princess!” Aeon hissed. “Stop backing up! She’s going to charge!”

“Nighthawk, submit!” Celestia yelled, standing her ground. “Sub...“

The sight of something yellow hovering over her head caused the princess to cut off abruptly.


“Excuse me, miss,” Fluttershy said quietly, floating past the speechless Celestia and towards the Nighthawk.

Everyone stopped and stared at her in amazement—suddenly, the only audible sound was that of flapping wings.

“Who is he?” Fluttershy continued, gazing into the Nighthawk's eyes. "The one you and your minions keep talking about... Is he the one who did this to you?”

The Nighthawk continued to hover in place, silently staring back into her eyes.

“Flutter-SHY!” Dash called out angrily. “Get BACK here!” It took both Spitfire and Soarin' to restrain her.

“Ignore them,” Fluttershy told the Nighthawk. “They don’t understand what you were saying, but I do..."

The Nighthawk’s eye twitched and she blinked, watching Fluttershy continue to approach her.

“When you were screaming just now, you said you’d…" Fluttershy paused. "Well, you said you’d do mean things to us because of what we did,” she continued, slowing her approach. “But I don’t think you were talking about your minions… They’re just like little puppets, aren’t they? You were talking about something else...”

“…Is this actually happening?” Aeon scoffed quietly, watching Fluttershy slow to a hover a mere five yards from the Nighthawk’s razor-sharp beak. “...She can communicate with animals?”

“It's among her special talents,” Celestia whispered over her shoulder in amazement. Fluttershy extended a hoof towards the Nighthawk's face, gently stroking her cheek as she resumed talking.

“You were talking about him again, weren't you?” Fluttershy asked softly. “Whoever he is, he isn't with us... We were just trying to defend our city, we don't know anything about him...”

The Nighthawk continued to stare into her eyes, not having shifted an inch from her spot.

“Maybe we can fix what he did,” Fluttershy continued, backing away slowly. “Me and my friends can-“


As soon as Fluttershy backed away, the Nighthawk suddenly lunged, screeching and snapping wildly.

Just as her gnashing beak threatened to clamp onto Fluttershy, she dematerialized in a flash of purple magic, reappearing behind Twilight seconds later.

“That was really brave of you, Fluttershy,” Twilight told her, raising a large violet shield between the Nighthawk and her friends. “I’m very proud of you for trying!”

The Nighthawk clashed into the shield, screeching wildly.

“Oh no,” Fluttershy replied morbidly. “She… she can’t control herself! She said she’s sorry…”

“She’s… WHAT?!” Dash asked furiously, watching the bird tear wildly at the shield. “Oh, she’ll be SORRY!”

“Hold on, Rainbow, we’ll attack her together,” Aeon ordered. “Twilight, drop the shield in seven seconds! Take wing, Fluttershy—we’ll attack in a V formation. Dash, take the lead! Spitfire, Soarin’, stay on her flank! Ready… CHARGE!”

As soon as Twilight dropped the shield, Dash ignored Aeon's plan and immediately charged, plowing into the Nighthawk’s upper body and sending her flying backwards.

Screeching as she tumbled, the Nighthawk recovered before she hit the nest, bailing into the night sky.

“What’s that, Trajo?” Starswirl thought, shifting some of his concentration to allow for telepathic communication with his orbital companion.

“Statement: Large movement detected in the southwest. Subject: Nighthawk.”

“Oh, bollocks,” the wizard said aloud. “Change of plan, mares and gentlecolts!”

“What’s wrong?” Ironmane called back to him.

“The Nighthawk’s on the move!” Starswirl replied, pointing a hoof at the southwestern sky. “She’s probably going to try and flee back to Tartarus! Change direction, we’ve got to head due south!”

Applejack, Ironmane, and Ashton changed their course, heading slightly east of the nest.

“As soon as the pegasi get her close enough to the ground, roper her and hold her down!” Starswirl continued, floating along just above them. “Ashton, I’m putting an extra rope in your saddlebag! Ironmane, yours too!”

The two stallions noticed the weight of their saddlebags increase slightly as Starswirl’s hat flashed blue.

“Stay on her tail! I’m going to find the airborne team and see if I can’t get them to knock her down a few levels!” the wizard concluded, floating off of the ground and into the sky. “Whoa, there she is! Big girl!”

The Nighthawk, roughly the size of a barn, came soaring away from the nest, increased her altitude dramatically.

“Get back here, you!” Dash screamed, ignoring Aeon's shouts and pursuing the Nighthawk as she tried to flee. It became difficult for the pegasus to breathe as she continued to jet upwards, but she ignored it and continued the pursuit.

“There’s no way we can catch up to that, doc!” Spitfire called out to Aeon, as they failed to match Dash’s increasing speed. "She's way too fast!"

“By Jove," Aeon gasped, abandoning the pursuit and hovering with the others. "At this rate they’re both going to-“

Leveling out at the highest altitude possible, the Nighthawk suddenly doubled her speed, and her wings began to glow even brighter. With an ear-shattering BOOM, a shockwave of purple energy blasted the pursuing pegasi away.

The Nighthawk had gone supersonic.

“No way!” Dash shouted in denial, recovering from the blast. She looked down at the Element on her neck, pounding it angrily. “C'mon! If you can’t do anything but make me stronger, what good are you!?"


The furious pegasus bared her teeth, locking her magenta eyes onto the escaping Nighthawk.

“You almost snap Fluttershy in half, and now you think you can just fly away?” Dash asked, almost laughing at the escaping bird. “...I don’t think so... You’re goin’ down.”

The Element of Loyalty around Dash's neck began to shine brightly, and she suddenly felt a deadly calm take hold of her. She closed her eyes and hovered in place, feeling a surge of power flood her body.

“Flutters, this one’s for you,” she said quietly.

Dash opened her eyes—both of which glowed brighter than the moon—and suddenly exploded with speed.

She broke the sound barrier in seconds, producing a powerful shockwave that illuminated the plains below with every color of the rainbow. Ignoring the intense wind and g-forces, Dash calmly continued to increase her speed, her eyes fixed on the purple trails of the Nighthawk.

“I don’t believe it!” Aeon exclaimed. “...She’ll break Mach five at that rate!”

Soarin’, Spitfire, and Fluttershy simply hovered in place behind the professor, watching in awe as their teammate faded into a blur of rainbow trails.

The wind whipping through Dash's mane suddenly became supercharged, leaving thick white clouds in her wake. Lightning bolts colored brilliant hues of red, yellow, and blue streaked from the clouds, flashing across the Dream Valley below.

Dash continued to pick up speed, increasing her altitude slightly and preparing to arc downwards. The moment she dove, she plowed into the upper neck of the Nighthawk, the sheer impact of which sent vibrations through the air for miles. Her enemy screeched in pain, tumbling downwards and barrel rolling in an attempt to recover.

“Rainbow reached hypersonic speeds...” the professor breathed. “What in Equestria could have possibly held her together? A normal pegasus would have burned up!”

“Must’ve been the Element of Loyalty,” an equally fascinated voice suddenly suggested from behind the hovering pegasi. The airborne team turned around, realizing that Starswirl had been hovering behind them. “I’ve got a plan to help her bring the Nighthawk down," he continued quickly. "But we’ll need a couple more pegasi to go supersonic first.”

“I, uh,” Spitfire said, looking at her fellow Wonderbolt. “I’ve never done that before...”

“Me neither,” Soarin’ agreed, shrugging. “If I could, I totally would!”

They heard another ear-shattering impact as Dash clipped the Nighthawk from below, knocking her upwards.

“Well, now you can,” the wizard laughed, his hat glowing. “I’ve been handing out speed spells like free cider today. Have some, on the house!”

“Speed spells?” Spitfire asked, feeling her wings growing lighter.

“Go on, catch up and give her a hoof,” Starswirl told her and Soarin'. “The plan is to get the ‘hawk low enough so the ground team can rope her in!”

“Check this out, boss!” Soarin’ shouted excitedly, zooming in circles around Aeon.

“That’s… really awesome!” Spitfire cheered, following behind him. The professor began to feel dizzy as blurs of orange and blue swarmed around him.

“Get moving!” Starswirl yelled, watching nervously as the Nighthawk dodged Dash's next attack and grazed her with her talons. Though Dash was stronger and faster, the Nighthawk was somehow besting her in maneuverability.

Leaving their shenanigans behind, Spitfire and Soarin’ took off towards the dogfight, feeling a vapor cone thinning in front of them as their newfound speed took them far beyond their previous limits.

Spitfire broke through first, producing a bright orange shockwave and leaving red and yellow trails behind her. Moments later, with a deep blue shockwave, Soarin’ punched through as well, trailing with hues of cyan and royal blue.

The two Wonderbolts broke their side-by-side formation, flying to the left and right and converging on the Nighthawk before she was able to strike Dash again.

Brilliantly colored trails of rainbow, fire, and wind streaked the sky as the three pegasi attacked together--the Nighthawk was becoming increasingly overwhelmed, and was no longer able to dodge them. She screeched angrily, completely abandoning her attempt to flee in favor of defending herself.

“Better get the others,” Starswirl said to Aeon and Fluttershy. “Once she’s close enough to the ground, it’s gonna take all of us to keep her there!”

The wizard descended rapidly—Fluttershy and Aeon followed along as he approached the group below, who were all staring in amazement at the supersonic battle above thier heads.

“Listen up, everypony!” Starswirl shouted, hovering just above the ground in front of them. “Dash and the Wonderbolts are going to coerce her to ground level! As soon as she’s down, the ground team will rope her—they’ll need everypony’s assistance to finish her off!”

“Wait, we can’t do that!” Fluttershy squeaked. When the others ignored her and began flying and galloping south, she helplessly tugged Celestia’s tail.

“What’s wrong, Fluttershy?” Celestia asked hurriedly, allowing Twilight to climb onto her back again. “We have to move!”

“Please, wait, princess," Fluttershy begged. "I have a better idea...”

The Nighthawk screeched viciously while she rolled away from her attackers. Unable to shake the three pegasi, the shadowy matriarch pulled into a steep incline, reaching so far into the sky that her wings began to stall out.

As her smaller wings failed faster, Dash dropped out of supersonic speed and began to fall backwards before reaching the Nighthawk, who had already turned and started to regain control. She swooped into a nose dive, clamping her talons around Dash.

“Get off me!” Dash yelled, bashing her hooves against the bird’s metallic talons as they rapidly gained speed. Producing a shockwave of shadowy energy, the Nighthawk again broke the sound barrier, continuing to dive towards the ground.

“She’s gonna crash!” Spitfire thought frantically, altering her course in an attempt to intercept the Nighthawk. She only managed to plow through a shadowy bunch of her tail feathers.

Just before reaching the ground, the Nighthawk pulled up, extending her talons—and Dash—towards the ground below her. The matriarch slammed her opponent forcefully into the ground, creating an explosion of dirt, grass, and shadowy energy.

Leaving Dash in the crater, the Nighthawk started to ascend again. The impact with the ground had caused her to drop out of supersonic speeds, leaving her vulnerable to the Wonderbolts.

Soarin’ seized the opportunity to plow through her left wing, and Spitfire banked around, climbed upwards, and dove into her back from above. The Nighthawk screeched in pain, trying to reestablish her vertical incline—the unrelenting Wonderbolts circled around and struck her yet again.

Spitfire hit her in the chest, and Soarin’ hit her square in the neck. The Nighthawk screeched again, abandoning her attempts to fly away—she hovered in place, trying desperately to snap and swipe at the Wonderbolts that were now swarming around her like bees.

“They’re forcing her down!” Ironmane yelled to the two earth ponies galloping behind him. “Get ready!”

Keeping pace with the sergeant, Ashton reached his head around to his saddlebags, opening them with his teeth and grabbing a coil of rope.

“Catch!” he mumbled over to Applejack, jerking his head upwards and tossing the coil of rope to her. When she caught it in her teeth, he pulled his own rope from the saddlebag.

Reaching the ground right below the aerial battle, Ironmane slowed to a stop and pulled his crossbow from his saddlebags. He flipped it open and immediately ejected its pre-loaded bolt, catching it in his teeth as he used his other hoof to pull the rope from his saddlebags.

“They need to get’r down just a little further!” Ashton yelled, sizing up the distance of the bird above them. “Ah can’t catch’er from here!”

“I can,” Ironmane replied, tying the rope around the back of the bolt in his teeth. Carefully inserting it into the firing chamber through the muzzle, he aimed his crossbow at the Nighthawk’s underbelly, observing her motions.

As soon as Spitfire struck her again, Ironmane fired the bolt—it jetted through the air and buried itself deep in her chest, the rope trailing behind it.

“Good shootin’!” Applejack shouted, watching the sergeant coil the rope around his forearm and pull with all his might. The Nighthawk screeched painfully, her altitude dropping slightly.

Ashton and Applejack each tossed their lassos, coiling them firmly around the left and right talons of their foe.

“Hold’er steady!” Ironmane roared. The shadowy matriarch pulled at the ropes, nearly lifting the three earth ponies off of the ground.

Celestia, Luna, and Terra—each with their passengers—arrived several moments later to assist them.

“Get ready, girls!” Twilight shouted, hopping from the princess’s back. Pinkie and Rarity jumped to her side, and Fluttershy swooped in from above.

“Where’s Rainbow Dash?” Celestia asked, casting a golden jet of magic at the Nighthawk and further restraining her. Luna did the same, using her indigo magic to shackle the dark bird’s talons. Terra manipulated the white storm clouds in the sky and forced their lightning onto the bird from above.

“...Found’er!” Starswirl shouted, teleporting Dash out of the crater in the east and materializing her next to the others. Her mane was filled with dirt, she was covered with bruises, and her wings were folded at an awkward angle, but she was alive.

“Fluttershy, fix her up!” Twilight ordered. “Applejack, get over here! We need you!”

As soon as Applejack released the rope, the Nighthawk lurched, threatening to break away from the shackles that held her down. Applejack quickly grabbed the rope again.

“Ah can’t let’er go!” she called over her shoulder. “Somepony’s gotta take this rope!”

“Give it to me!” a furious voice demanded. Ragehoof pushed his way through the group—he jumped into the air and bit down on Applejack’s rope. He landed in front of her, dragging the Nighthawk even closer to the ground as he pulled with all his might.

As soon as Fluttershy healed Dash, they flew into formation above their friends. Applejack lined up with them, and the Elements of Harmony prepared to strike their shackled foe.

“Now!” Twilight shouted, her eyes turning white as she called upon the Element of Magic. Rarity, Pinkie, and Applejack started to float off of the ground as they called upon theirs, rising into a circular formation with Rainbow Dash and Fluttershy above them.

With a flash of white light, the six mares produced a powerful wave of rainbow-colored energy, sending it sailing into the sky, where it curved downwards and flowed into the Nighthawk from above. Screeching violently, the shadowy matriarch suddenly burst into a brilliant multicolored fire.

Ablaze with flames of red, orange, green, yellow, blue, and purple, the ropes that the ground team restrained her with snapped in half, sending the three stallions flying backwards. Celestia, Luna, and Starswirl’s restraining magic dissipated, and the storm clouds above above were disintegrated by the blast.

Screeching one last time, the Nighthawk finally stopped flailing her wings. She collapsed to the ground, disintegrating into black ashes as the multicolored flames incinerated her. As she burned, the Equestrian Elite was suddenly blinded by a flash of light from the sky.

The sun had come back.

Chapter 11 - Extinction

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“…Ah’m gonna need a mighty long vacation after this,” Ashton moaned, rubbing the back of his head while he sat up. To each of his sides, Ironmane and Ragehoof sat up as well.

“Oh no…” Fluttershy shuddered, as she and the other Elements floated to the ground. “…She didn’t make it…”

“I’m sorry, Fluttershy,” Twilight replied sadly, placing a hoof on her shoulder. “…I guess she couldn’t handle all of the positive energy…”

“I was so sure it would save her,” Fluttershy sniffled, closing her eyes and lowering her head. “I don’t understand… Why would the Elements s-set her on fire?!”

“Ah’m not sure, sugar cube,” Applejack added, placing a hoof on her other shoulder. “Ah reckon the Elements did what they were s’posed to do…”

“Lookie, you guys!” Pinkie exclaimed, bouncing over to where the Nighthawk had burst into flame. “There’s nothin’ left but a pile of ashes!”

Fluttershy’s lip quivered as she looked up at Pinkie. Unable to hold back any longer, she burst into tears, sobbing quietly into her hooves.

“PINKIE!” Twilight, Applejack and Rarity all hollered at once, scowling at her.

“What’s up?” she asked innocently, looking at them sideways.

“B-before she b-burned up… she s-said something…” Fluttershy sobbed, tears streaming down the sides of her face. “S-she thanked us, you guys… that’s the last thing she said… thank you…”

“She thanked us?” Dash asked disbelievingly, staring at the pile of ashes. “…are you sure, Flutters?”

“Mm… mmhmm…” she mumbled back, burying her face in Rarity’s neck as she hugged her.

“Hmm,” Starswirl mumbled. He floated over the girls and hovered near the ashes with Pinkie. “That’s very interesting…”

“What is?” Twilight asked, looking up at him as she attempted to comfort her bawling friend.

Starswirl's hat glowed. “...Do you feel that?” he asked curiously.

“I feel it…” Luna’s voice boomed, startling everyone. “...She has not been vanquished!”


“Everypony, step back!” Celestia ordered worriedly. "Somehow, she lives!"

The Nighthawk’s ashes had started to vibrate; Starswirl and Pinkie backed away from them cautiously.

“What?!” Fluttershy asked, pushing her friends away and staring at the ashes.

Ironmane readied his crossbow, and Ashton picked up the leftover rope in front of him, coiling it up. Luna and Celestia prepared their magic, and Spitfire and Soarin’ took flight.

“…Uh, a little help here?” Dash asked, unable to take off due to her wing—it was still injured. Pinkie giggled and channeled a stream of blue magic onto her.

“What’s going on?” the clueless Aeon asked from above. “She’s been completely disintegrated! This isn’t physically possible!”

“Wait,” Fluttershy said quietly, but no one heard her.

“Let’s hit her again, girls!” said Twilight, while Pinkie bounced back into formation. “Looks like once wasn’t enough!”

“Wait!” Fluttershy squeaked—she refused to join the formation as Dash hovered over to them.

The ashes suddenly lifted themselves from the ground, flowing in a steady stream towards the sky, at the same altitude as the gaping pegasi.

“Aha! I knew it!” Starswirl laughed, floating backwards and readying his magic as well.

“WAIT!” Fluttershy tried to holler again, still unable to get anyone’s attention.

The ashes started forming a whirlwind, twisting in place and beginning to glow a deep shade of violet. With a blinding flash of purple light, a silhouette shaped like the shadowy matriarch emerged.

Jets of golden and indigo magic, swooping pegasi, and a volley of ropes and bolts all blindly flew towards the center of the light, but they struck nothing. The light faded as quickly as it appeared.

“…Where is she?!” Celestia gasped, staring at the empty spot where the Nighthawk had rematerialized moments ago.

“Calm down, everypony!” Starswirl shouted. “Put your horns and your weapons away!”

The group turned to stare at the wizard, as his hat began to glow. With a CRACK of blue magic, a medium-sized purple bird materialized in front of him, spreading its wings wide.


It resembled the Nighthawk, but was much smaller—it was roughly the height of a pony, though much thinner. Its eyes were still light blue, but its body and wings were now a brilliant combination of violet and amethyst.

“She’s a…” Twilight started, staring at the hovering bird.

“…A shadow phoenix!” Aeon finished for her, equally taken aback. “They’ve been extinct for thousands of years! Or, so I’ve read…”

Fluttershy immediately swooped past the others and over to the bird, extending her front hoof.

The team cringed, expecting the bird to attack, but she landed peacefully on Fluttershy’s outstretched leg, and her beak curled into a smile.

“I’m so sorry we hurt you,” Fluttershy said tearfully. “Can you ever forgive us?”

The Nighthawk cawed cheerfully, taking wing and soaring around her new friend.

“…Did you know all along, Fluttershy?” Twilight asked in awe, her eyes following the purple bird.

“I had no idea she was a phoenix,” Fluttershy breathed, as her eyes continued to water, though her tears had shifted from mourning to joy. “I just knew something was wrong with her..."

“I didn’t know until I saw the ashes move,” Starswirl added. “She doesn’t have a trace of shadow energy left in her! Good thing I teleported her out of the way before you blasted her apart, hah!”

Spitfire, Soarin’, and Dash lowered themselves back to the ground, watching the phoenix adjust to her newly formed wings.

“...We’re just going to let that thing go?” Ragehoof asked, narrowing his eyes at the Nighthawk.

Celestia sighed. “I’m afraid not,” she said, to everypony’s surprise. Even Ragehoof was mildly taken aback that the princess agreed with him.

“Look at ‘er, ya dolt!” Applejack angrily told him, pointing a hoof over her shoulder at the phoenix. “Does she look like somethin’ that’s gonna hurt anypony?”

“What should we do, princess?” Twilight asked, all eyes falling on Celestia.

“Because of what she's done, we cannot let her out of our sight until we know more about her,” the princess explained, grinning subtly. “So we will just have to bring her with us. Fluttershy, would you like to watch over her?”

“Would I ever!” she cheered quietly. “It would be my honor, princess!”

Ragehoof sighed in defeat, watching the Nighthawk caw cheerfully and land on Fluttershy’s forearm again.

“Did you hear that?” Fluttershy asked the phoenix. “You get to come with us!”

The Nighthawk cawed at her happily, but her mood quickly dropped. She looked at the ground, cawing with a sad tone.

“Dashie,” Fluttershy said, looking over at her friend. “She wants to talk to you.”

“To… me?” Dash asked, trotting over to them. Still looking at the ground, the Nighthawk squawked sadly. “…Um, what’d she say?”

“She says she’s very sorry she hurt you,” Fluttershy translated. “…She knew what was happening, but she had no control over it… It was like a bad dream, but it was real…”

“You really are sorry, huh?” Dash asked, tilting her head sideways and looking into the phoenix’s eyes.

The Nighthawk squawked lowly, avoiding eye contact.

“Aw, it’s alright, Nighthawk,” Dash replied, a smile spreading over her face. “I think I can forgive ya!”

The bird looked up at her former enemy, cawing excitedly. Pausing for a moment, she turned back to Fluttershy and chirped a few times.

“Really?” Fluttershy replied. She drew a hoof to her chin and thought for a moment. “Hmm, what should it be?”

“What’d she say?” Dash asked, as the phoenix squawked a reply.

“She wants a new name,” Fluttershy excitedly translated. “Want to help me come up with it?”

“Oh! Oh! Oh!” Pinkie exclaimed, bouncing in place. “Call her Dusky!”

“How ‘bout Duskwing,” Dash decided. “Dusky for short,” she added, grinning at Pinkie.

“She likes it!” Fluttershy told them. Dusky cawed happily, flying over to Dash and hugging her with her wings.

“…Look at that, boss,” said Soarin’, his voice quivering. “That used to be the Nighthawk…”

“Are you… crying?” Spitfire asked, stifling a giggle as she watched her teammate’s eyes water.

“No!” Soarin’ quickly replied, swiping his face with his forearm. “I got dust in my eye...”

“…Both of them?” Spitfire laughed, turning to watch Dusky take to the sky. She cawed at Fluttershy, and started soaring away from the group.

“She wants us to follow her,” said Fluttershy, flying along with her towards the northeast.

“Come on, you guys!” Dash said, flying after them. Spitfire, Soarin’, and Aeon took off after her. The earth ponies and unicorns of the group galloped after them as well, with the exception of Starswirl.

“They’re heading for the nest,” the wizard told Celestia, floating to her side. “I’ll bet your crown she’s about to free her captives!”

“I’d like to keep my crown, thanks,” she replied, watching the team follow Dusky towards the melting shadowy nest on the horizon. “I have to admit, I didn’t see this coming… she’s made a complete shift.”

“Neither did I,” Starswirl admitted cheerfully. “Though it explains a few things, does it not?”


“Except for who initiated such a transformation upon her in the first place,” Luna interjected. “How she was able to teleport, and manipulate the sun…”

“I don’t think that was her,” Celestia told her sister. “I doubt she learned it on her own, though she was much more powerful than when we last imprisoned her...”

“Troubling,” Starswirl mused, stroking his beard. “Dozens of theories come to mind, but none of them make any more sense than the others.”

“You’re the smart one, Swirly, I’m sure you’ll figure it out,” Terra snapped. “What if it was... him?”

“Terra, dear!” the wizard replied, ignoring her suggestion. “You know, I never was able to properly welcome you back!”

“Spare me,” she muttered, rolling her eyes.

“At least we can sleep well knowing it wasn’t Darkstar,” Starswirl continued. Terra cringed at his mention of the name.

The wizard paused for a few moments as his hat began to glow. “...Trajo confirms he’s barely halfway here. If the stupid oaf can’t even teleport himself, he certainly can’t teleport the Nighthawk.”

“As well as seven hundred thousand minions,” Celestia said disbelievingly. “Who could possess such power? It’s… unheard of.”

“Ah, I have a theory about that too,” replied Starswirl.

“Ah, I have a theory about that too,” Terra mocked him under her breath.

“The Nighthawk’s minions were made almost entirely of energy,” he continued, chuckling at Terra. “As we know, the painstaking part of teleportation is converting mass into energy—since most of them were already made of energy, it probably wasn’t as complicated a process...”

“But what of the nightfall?” Celestia asked, gazing at the early afternoon sun. “The force that kept me from raising the sun was powerful indeed…”

“That could be any number of things, but the most probable theory has me concerned,” said Starswirl, his tone starting to drop. “It immediately changed back to daytime as soon as she was defeated… So I can say for sure that it was her energy preventing the sun from rising.”

“Surely you don’t suggest she did it by herself?” Luna scoffed. “I doubt she has the intelligence to cast even the simplest of spells.”

“The intelligence, no… the raw power, yes,” Starswirl explained. “It was no spell. Somepony or something placed a hex upon her, drawing on her power to keep the sun out of the sky.”

“Whatever it was, it was likely from Tartarus,” Celestia deduced. “After all, the Nighthawk hadn’t left the crater prior to this morning, had she?”

“Correct,” the wizard affirmed. “Whatever it was, it wasn't the Zentnor and it wasn't Darkstar. One of Discords prisoners must have been behind the Nighthawk's sudden attack...”

“Discord,” Terra hissed. “If I ever see him, I’ll break his-“

“Let’s hope you don’t, then,” Starswirl interrupted her cheerfully. “In the meantime, we’d oughta catch up with the others, and prepare them for the next battle.”

“What approaches next?” Celestia asked him curiously, looking towards the southern horizon. Tartarus wasn’t visible, but the Tarus mountains that surrounded it were vague silhouettes in the distance.

“More of Discord’s prisoners!” the wizard exclaimed, his hat glowing. “We observed them yesterday, remember? Roughly pony-sized, twenty-four of them… They’re very fast, northbound towards Fillydelphia."

"Can Trajo not observe them any closer?" Celestia asked. "When we saw them, they were mere dots..."

"Nope, can't zoom in any farther on the Dream Valley," Starswirl continued. "...Oh? Trajo's analyzed their movement, apparently one of them is carrying something. Can’t quite tell what… He thinks it might be a banner of some sort.”

“A… banner?” Luna asked curiously. “Perhaps we should observe from the sky.”

“It needs to be done carefully,” Celestia told her. “The two of you should go. Terra, come with me, we’ll rejoin the others.”

“Ugh,” Luna replied, rolling her eyes as Starswirl floated over to her. “Stick me with him… very well, let us depart.”


“Wh-what happened?” mumbled a pegasus mare, clad in golden armor. She regained consciousness slowly, observing her surroundings—the nest of black needles was slowly dematerializing around her, causing her to sink to the grass below and land with a clank.

Hundreds of other former captives around her uttered similar questions as the massive nest continued to melt away, setting them free. They found themselves strewn across the Dream Valley; many of them were City Guards captured in the initial attack, but among them were many civilians of Fillydelphia as well.

“Captain Steelwind,” Ironmane said to the pegasus guard, offering a hoof.

“Sergeant Ironmane!” she replied quickly, seizing his forearm and pulling herself up. “Report! Is the city secure!?”

“Ma’am, yes ma’am,” the sergeant barked, saluting her. “Princess Celestia and her highness’s champions have neutralized the Nighthawk.”

“Well then, that’s two we owe her highness,” Steelwind sighed in relief, looking at the disheveled guards around her. Her expression immediately shifted into anger. “WHAT ARE YOU WORMS DOING?!”

The City Guard immediately cringed at the sight of their captain’s furious face, scrambling to stand at attention as quickly as they could.


“Wow, she’s gonna do our job for us,” Dash commented, watching the intense captain of the City Guard continue shouting orders as she took flight.

“We saved the city, now they’re stuck with the clean-up,” Aeon laughed. “Can’t say I envy them!”

“Me neither,” Spitfire agreed, watching the guards round up the captured civilians. The pegasus guards, led by Captain Steelwind, started heading towards the city, fanning out in all directions.

Pinkie was hopping through the crowd of freed captives, her Element of Laughter glowing brightly; the injured among them began to heal up, and even the uninjured ones began to feel energized.

“Anypony need healing?” Pinkie giggled. “I’m like a cobbler! I can heel you! I can shoe the pain away! I can save your sole! I’ll even dye for you!” She paused for a moment. "Well, not yet! Maybe later!"

“Ah don’t… what?” Applejack asked curiously while Twilight giggled at Pinkie’s puns.

“Hey, here comes the princess,” laughed Twilight, pointing at Celestia and Terra as they approached.

“ATTEN-HUT!” Ironmane roared—all of the guards in the area immediately saluted her.

“At ease, everypony, continue with your work,” Celestia told the guards, coming to a hover in front of Twilight and her friends. “Equestrian Elite, assemble before me.”


Ironmane, Ragehoof, Ashton, the Elements of Harmony, the Wonderbolts, and Professor Aeon all assembled in front of the princess.

“Princess Luna and Starswirl are gathering intelligence on the next group of foes coming from Tartarus,” she explained carefully, pointing towards the southern horizon.

“It is likely one of Discord’s prisoners, therefore we will take utmost caution in approaching them,” she continued. She turned towards Aeon, who had landed next to Pinkie. “Professor Aeon, could you please return to Fillydelphia and summon Shining Armor and Princess Cadance?”

“Yes, your highness,” replied the pegasus, taking flight. “What of the shield?”

“He may lower it—the city is no longer in danger.”

“Got it!” Aeon nodded, taking wing towards the city.

“I want to commend everypony’s actions thus far,” Celestia continued. “All of you are heroes of Equestria, but the day is not yet finished. Whatever this new threat may be, we must face it head-on…”

“So, how’s life been treating you?” Starswirl asked. He floated alongside Luna, high in the clouds over the Dream Valley. They were heading south towards the approaching creatures.

“…It’s nice being back on this planet,” Luna replied coldly, scanning the rolling plains below.

“I, uh,” the wizard started, unsure how to form his sentence. “I suppose this goes without saying, but, well…”

“Apology accepted,” Luna said bluntly.

Starswirl breathed a sigh of relief. “You know me too well,” he replied. “…Does this mean we’re okay? Accepting my apology isn’t quite forgiveness, but it’s a step in the right direction… right?”

“I’d prefer not to speak of such things,” Luna told him dismissively. “We have a job to do.”

“Ah, well, they should be visible shortly,” Starswirl sighed, rotating his floating body to look out towards the horizon. “Trajo says we’re two minutes out.”

“Who is this… Trajo that you and Celestia refer to?” Luna asked curiously. “He seems quite knowledgeable of our foes…”

“Oh, Trajo?” Starswirl chuckled. “Short for Trajectorus! He's a friend of mine in geosynch over Canterlot; he’s taking care of my satellite and using it to monitor Tartarus for us.”

“Your satellite?” Luna scoffed. “...I never imagined you’d actually do it.”

“Hah, proving you wrong!” Starswirl gushed laughingly. “Never gets old!”


“See the dust clouds?” Luna suddenly told him, ignoring his comment. She stretched a hoof outwards, indicating a large cloud of dirt that was being kicked up by a line of galloping creatures.

“Trajo can confirm by their movement pattern that they’re not equine,” Starswirl explained. “They’re slightly bigger, and he describes their movement as… What? Bouncy?”

“Bouncy?” Luna asked, raising an eyebrow. “We shall find out soon, I suppose…”

As they neared the approaching creatures, details started to become apparent. They were running with two large legs, and their skin was scaled, with a dark bluish color.

“Reptilian, probably cold blooded,” Starswirl mumbled, watching more and more features take shape. “Hold on… they have… hands?”


“Clawed, like a dragon’s… but very small in comparison to their legs!” the wizard continued. “Small horn, likely ivory… Capable of magic, but probably not well-versed, seeing as they’re running… Yellow eyes? I’ve never seen anything like these creatures, not in all the world… Except…”

“Sketches, from the archaeology books,” Luna finished for him, coming to a sudden halt in midair. She looked worriedly at the wizard. “...Starswirl, are those…?”

“Their body shapes fit the sketches perfectly,” Starswirl gulped. “Better get a closer look…”


Upon Shining Armor and Cadance’s arrival, Celestia had instructed the Elite to take a break while they awaited word from Luna and Starswirl. Ashton, Cadance, Armor, the Wonderbolts, and the Elements of Harmony all sat in a circle, talking and laughing about their individual experiences in the previous battle. Dusky was perched on Fluttershy’s shoulder, preening her violet feathers.

Ironmane was polishing his crossbow at the edge of the group, keeping a subtle eye on Ragehoof, who sat silently off to the far right. Terra stood next to Celestia, saying nothing as her sister conversed with Aeon.

“Couldn’t have done a finer job of assembling a team,” the professor mused. “I daresay that as long as we work together, we’re unstoppable!”

“I agree,” Celestia began, eyeing the southern horizon carefully. “However, that condition is what concerns me the most… our only weakness is not working together, and a formidable enemy will not hesitate to exploit that.”

“Some of us are bonded stronger than others,” Aeon admitted, glancing briefly at Terra. “...But I’m confident we could overcome that, your highness.”

“Celestia,” a firm voice muttered. Aeon turned to see Ragehoof walking to her opposite side.

“Ragehoof,” she replied, not making eye contact. They remained silent for a moment.

“...Look, I can see why you brought this team together,” Ragehoof said. “Everypony here has something different to contribute, I get it. But if we’re going to keep fighting like this, one of them’s gonna get killed. Most of these fillies know nothing of war…”

“Do you have a suggestion?” Celestia asked, continuing to gaze towards the horizon.

“I have an offer,” repled Ragehoof. “I know a... a blacksmith, in Gryphus. He crafted my armor."

“Quite the elaborate design,” Celestia recalled, picturing the golden hoof guards, silver chest plate, black chain mail, and hooded top that Ragehoof had worn when attacking her guards. “…What is your offer?”

“Heavy titansteel plating for the earth ponies, mithril-laced flight suits for the pegasi, and steelweave tunics for the unicorns,” Ragehoof said. “Tempered eternium armoring for you and the other winged stickheads. I’ll finance it.”

“Mithril-laced?” Aeon thought, electing not to interrupt. “Where in Equestria is he going to get the money for that? That stuff’s over six thousand bits per kilo!”

“What’s the catch?” Celestia asked, looking at him from the corner of her eye; she was wary of his sudden generosity.

“Hold true to the promise you made me, and there is none,” Ragehoof replied. “That, and I’ll need to send a few letters. Dimensions, material requisitions, checks, etcetera. The stick on your head could help with that.”

“I’m many things, Ragehoof, but you’ll find that a liar will never be one of them,” Celestia told him sternly. She turned her head towards the others and called out. “Rarity, could you come here for a moment, please?”

Hearing the princess speak her name, Rarity hopped up and exited the group. “Princess Celestia,” she replied, bowing politely as she trotted over. “What can I do for you, your highness?”

“I’d like you to take the measurements of everypony in the team, if you would,” Celestia told her, using her magic to conjure a pair of measuring tapes, as well as a quill, ink, and paper. “Ragehoof is going to place an order for suits of armor.”

“…Just take the measurements?” Rarity asked disappointedly, taking the items from Celestia with her own cyan magic. “Do I not get to design them as well?”

“Function over fashion,” Ragehoof muttered. “And there isn’t time to make them pretty. Just take their measurements. Focus on shoulder breadth and back length for the earth ponies and alicorns.”

“Ah-huh,” Rarity acknowledged in disinterest. “…Can’t I at least pen a few suggestions for each suit?”

“…Fine, just be quick about it…”

With a triumphant smile spreading across her face, Rarity immediately galloped over to Aeon, using her magic to curl the measuring tape around his waist and across his legs.

“Ah, um,” Aeon said uncomfortably, feeling the measuring tape circle his hind leg. “Hello there…”

“Shush!” Rarity hissed, telekinetically writing down each measurement as she took it.

“They already have my measurements,” Ragehoof muttered as she approached him next.

“Forgive me for asking,” Celestia said to him, nodding at Rarity to give her permission to take her measurements. “But, why the sudden generosity?”

“Maybe I don’t want to see anypony get killed out here?” Ragehoof asked, rolling his eyes. “Just because I don’t like any of you doesn’t mean I want to see any of you die... I’ve seen enough of that to last me a lifetime.”

“You know, you could try giving us a chance,” Celestia suggested, turning her head and looking at him. “We’re not so bad once you get to know us, are we professor?”

“Of course not,” Aeon agreed enthusiastically. “These really are a fine lot of ponies!”

“Weak and complacent, like all of Equestria” Ragehoof muttered, narrowing his eyes at the laughing group of friends; Twilight had conjured a large game board, and Pinkie Pie was rolling the dice.

“Look at Applejack,” Aeon told him, indicating the brown-hatted orange pony as she jumped in surprise when Rarity took her measurements. “Rainbow Dash, Ashton, Spitfire, Soarin’, Ironmane—all of them are physically athletic and quite skilled, are they not?”

“That’s less than half of them,” he retorted. “The rest of them, give me one shot at them and they’re down for the count.”

“Take a shot at Twilight Sparkle, and she’ll teleport away with minimal effort,” Celestia replied, before Aeon had a chance to. “Take a shot at her brother, Shining Armor, and you’ll break your hoof on his shielding magic.”

“The yellow pegasus,” Ragehoof said, indicating Fluttershy. “The two pink ones, and the little fashionista you sent off to take measurements…”

“Fluttershy, Pinkie Pie, and Princess Cadance are healers,” Celestia explained. “You’ll have a tough time reaching them, because their friends will defend them with their lives.”

“Yeah, but what I’m saying-“

“And should you actually reach them,” Celestia continued, interrupting him. “The fashionista’s Element acts as a powerful barrier. You’ll barely bruise them with that.”

Ragehoof sighed in annoyance. “You’re picturing the best case scenario, like you always do. What if one of them makes a mistake, or they leave themselves open?”

“Then it’d be no different than if you left yourself open,” Aeon told him. “Although, I will concede, the armor you’re suggesting is a step in the right direction.”

“I agree, and I do thank you for doing what you’re doing, Ragehoof,” Celestia said, turning to face the maroon earth pony. “But you really do need to lighten up.”

“I’ll lighten up when Equestria is safe again,” Ragehoof replied angrily. Before Celestia or Aeon had the chance to continue the debate, Starswirl and Luna materialized in a CRACK of blue and indigo magic.

“Ah!” Rarity exclaimed, galloping over towards them. “There you are!”

“What’s the report?” Celestia hurriedly asked the pair.

“It’s v-“

“We think,” Luna interrupted the overzealous Starswirl, her eyes widening as Rarity’s measuring tape began invading her personal space.

“We think,” the wizard chuckled. "It's a pack of velociraptors."


Celestia blinked at him in disbelief. He was being serious.

“Velociraptors?” Aeon asked in shock. “As in, wiped-out-millions-of-years-ago velociraptors?”

“The very ones,” Starswirl told him excitedly. “They’ll reach the city in just under an hour!”

“It comes as no surprise that Tartarus holds ancient creatures,” Celestia breathed, still in shock over the idea of dinosaurs running across the Dream Valley. “But that’s a little more ancient than I suspected… What’s the threat level?”

“Surprisingly minimal,” Starswirl replied. “I cast a few harmless spells on them, to see if they were responsive or resistant to magic-“

“-which they do not appear to be-“ interrupted Luna, as Rarity finished taking her measurements.

“Yes, they do not appear to be able to use or resist magic,” Starswirl said, overemphasizing appear to playfully mock Luna’s concern. “I counted twenty-four of them, and the one in the middle is indeed carrying a banner.”

“Are these... velociraptors... sentient?” Celestia questioned, her eyes widening.

“I wouldn’t call them the sharpest quills in the stack, but they can probably talk,” the wizard continued. The faint field of magic keeping him afloat strengthened, preventing Rarity’s measuring tape from approaching him.

“Perhaps they can be reasoned with?” Aeon proposed while Celestia paused to think. “If Discord's imprisoned them, who knows? Maybe they weren’t so bad.”

“Well, they didn’t look like they were coming over for tea,” Starswirl replied, rotating in place to face Rarity. “Rarity dear, I thank you, but I really don’t need a new cape at the moment.”

“But Ragehoof is having armor crafted for us,” she protested, looking at him disappointedly.

“I assure you, I’m quite all right,” the wizard chuckled. “Armor will do me no good. This suit is sufficient.”

“Very well,” Rarity huffed, passing the stack of papers to Ragehoof and trotting off. He looked them over for a few minutes, biting down on the quill and scribbling something on the front page.

“Celestia, they’re ready,” Ragehoof told her, presenting her the stack of papers. “Send them to the coordinates on the front page.”

“…What format are these in?” the princess asked, lifting the papers from his hoof with an aura of golden energy. Starswirl floated over to her and peered over her shoulder.

“Interesting… It’s a really old griffon topographic,” he said curiously, looking over to Ragehoof. “Spend a lot of time in the east, friend?”

“Good, you can read them,” Ragehoof replied dismissively. He turned around and trotted away, sitting some distance to Aeon’s left and looking into the horizon.

“Allow me to send these, princess,” Starswirl said, turning to face Celestia. She passed him the stack of papers, which he quickly dematerialized in a flash of blue magic. “Now, where were we? Ah, five million year old creatures are coming!”

“I vote for reasoning with them,” said Celestia. “Professor Aeon has brought up a valid point. How do we know they were not unjustly imprisoned?”

“Imprisoning the innocent isn’t Discord’s style,” scoffed the wizard. “Trust me, I know him. If somepony’s innocent, they're far more valuable to him as a plaything than a prisoner. Remember, he is the spirit of discord, not the spirit of evil.”

“I fail to see the difference,” Luna said bitterly.

“No, you just fail to see sometimes, dear,” Starswirl laughed. “If Discord were truly evil, he wouldn’t have wasted so much time toying with Equestria—he would have just burned it to the ground and raised everypony as undead minions.”

Hearing the wizard speak those words made Terra’s heart drop. She stepped away from the others and sat down, breathing heavily.

“I suppose… you have a point,” Celestia conceded. “Would you clarify it for us?”

“I’m saying that if Discord imprisoned them, it’s because they were a powerful threat,” Starswirl told her. A series of clouds had formed in the sky, stretching their way over the sun. “He wouldn’t have imprisoned just anypony.”

“Still, it’s not as though any of us know what was going through his twisted mind,” Celestia argued; the clouds darkened the Dream Valley slightly. “For all we know, he could have thrown them in there for the fun of it.”

“Let me put it this way,” Starswirl said. “How many has Discord actually killed? I’ve counted zero.”

“Nopony could possibly know for sure,” Luna interjected, feeling a raindrop on her head.

“It almost sounds like you’re defending him,” Celestia added.

“Oh, I wouldn’t go that far,” Starswirl said, strengthening his shield to keep the scattered rainfall from reaching him. “I’m just saying, for all of the bizarre crimes he’s guilty of, murder is not among them.”

“So what do you suggest?” Luna asked, while the skies continued to darken. “Attacking them head-on?”

“Well, I wouldn’t go that far,” the wizard retracted. “I vote for caution.”

“Um-“ Aeon said, trying to get their attention.

“Then it’s settled,” Celestia told him, putting her hoof down. “We will approach them, and try to reason with them. Their response will determine ours.”

“Your highness?” Aeon said quietly, looking upwards.

“Alright, alright,” Starswirl said, throwing his hooves upwards in defeat. “We’ll do this your way.”

“What’s wrong, professor?” Celestia asked, turning towards Aeon. He pointed a hoof at the sky.

“Fillydelphia’s weather team hasn’t done anything,” Aeon explained worriedly. Rain began to scatter around them; Shining Armor created a thin purple shield around his group, keeping the rain from ruining their game.

“Wait, what?” Celestia asked, doing a double-take. Dark storm clouds were billowing for miles in every direction, and rain was starting to fall with increasing intensity. She looked over to her right. "...Oh..."


“Sister?” Luna asked, looking over her shoulder at Terra. Thunder began to rumble distantly.

Tears were streaming down Terra's cheeks; she had been silently sobbing into her hooves for the past few minutes. Luna approached her, kneeling and placing a hoof on her shoulder, but Terra batted it away angrily.

“Leave me alone!” she shouted. Lightning flashed across the sky, and a sudden booming of thunder took everyone off guard, sending chills up their spines. The rain had turned into a downpour.

“Well done, Starswirl,” Celestia muttered, walking past the wizard and kneeling next to her sister.

“Oh, pin the blame on the tactless senior citizen,” Starswirl scoffed, floating away and turning towards Aeon. “Loose lips sink ships, do they not?”

“I don’t understand,” Aeon commented, raising a hoof over his eyes as the rain continued to fall. “Naturally occurring weather takes weeks of negligence from the local weather team to form... What’s going on?”

“Have you noticed the cutie mark of Celestia’s younger sister?” the wizard asked, creating a small field of blue magic to shield himself and the professor from the rain.

Aeon subtly analyzed Terra’s cutie mark—it was a blue circle with green shapes on it, and had three deep scars that ran through it.

“I hadn’t put much thought into it,” the professor replied. “…This weather, it’s her doing?”

“Aye, she’s good at what she does,” said Starswirl, lowering his voice. “She’d be better if she had a little more self-control, though. Can’t rightly complain, to be honest. She’s been through a lot.”

“Three sisters,” Aeon contemplated. “Control over sun, moon, and earth… I suppose that makes sense, but she seems distraught. What troubles her so deeply?”

“Which of the three is the most temperamental?” Starswirl laughed. “The sun and the moon calmly sail through the sky, while the earth is treaded upon—shaped, formed, fought over—you name it. The billions of sentients upon this planet weigh heavily on her.”

“She’s Princess Cadance’s mother?” the professor asked, as Starswirl nodded at him. “Interesting… Cadance’s special talent is love. I, uh…” Aeon paused, lowering his voice as well. “I know the princesses never speak of their personal lives… But it seems you know more than the average pony. Could I ask, who the father was?”

“Well, you didn’t hear it from me,” the wizard told him, narrowing his yellow eyes—Aeon nodded quickly. “But Terra has always been the absentee sister, so to speak. Interacting with other ponies has never been her strong-“

A crackling bout of lightning and thunder interrupted him.

“-strong suit,” he finished. “She rarely wears her hair like that, and she often wears a ragged cloak to conceal the wings on her back. If seen, she appears to be your run-of-the-mill travelling unicorn. That’s pretty much what she is...” Starswirl trailed off for a moment. “...Until about two hundred years ago, that is, when her aimless travels brought her upon a small town called Bridlemore…”

“Bridlemore,” Aeon repeated. “If I recall my history, that was the village attacked by Darkstar the Crazed?”

“Not two years after she came to the town, yes,” Starswirl sighed. “You see, for the better part of a year, she lived in the nearby Farrier mountain range—keeping to herself, as she always did. I haven’t the foggiest what possessed her to visit the town, but eventually she did. The villagers were so friendly and welcoming; it took her completely by surprise.”

“She’s very shy, I take it?” the professor guessed; the wizard nodded.

“Aye, she’s changed much over the years, but that’ll always be true of her,” Starswirl mused. “Heh, reminds me of when I first met the three of them. Celestia was the welcoming extrovert, Luna was the inquisitive nerd, and Terra was the shy and quiet one. They were in their mid-teens I believe, by alicorn approximations.”

“Whoa… Back up, back up, back up, back up,” Aeon gasped, his eyes widening. “Just how long ago was that?!”

“Blast, I really am without tact sometimes...” Starswirl muttered. “...About forty six hundred years.”

The professor blinked twice, staring at the masked wizard in awe. “J-just how old are-“

“Fifty nine hundred and forty, not a day older,” Starswirl replied cheerfully. “Please don’t say almost six thousand... rounding it up makes it sound absolutely dreadful.”

“You really are Starswirl the Bearded, then? The same mentioned in the tales of Hearth’s Warming Eve?” Aeon breathed. “I figured you were just named after him, or something of the like…”

“Hah, not quite,” the wizard laughed heartily. “I rue the day that any parent would name their child after myself. Long story short, in my magical dabblings, I made the ultimate choice of age before beauty. But enough about me! Terra’s story is far more interesting, I assure you.”

“R-right then,” Aeon gulped. He could hardly believe what he was hearing. “You were talking about how you first met them?”

“Ah, that! Well, when I brought the three of them to Equestria, Celestia was quite confident she’d be able to get rid of Discord,” Starswirl explained, lowering his head slightly as he dredged up the ancient memory. “Terra and Luna were slightly more cautious, but that didn’t stop them—the one thing all three of them had in common was insatiable curiosity. Always a respectable trait, no?”

Aeon nodded his head rapidly, encouraging the wizard to continue.

“Anyway, the first fight didn’t go so well,” he continued. “Discord was quite amused by the sisters, but eventually got bored with their attempts. He started playing with their heads in an attempt to turn them on each other. Celestia and Luna managed to resist his twisting influence, but Terra wasn’t so lucky. He turned the shy filly into a spiteful wreck, and she started getting in the way...”

“Discord made her like this?” Aeon asked, glancing inauspiciously at the sobbing alicorn.

“Oh, he didn’t quite make her like this,” Starswirl retracted. “She’s always had these insecurities… He just brought them to the surface and nailed them there, so to speak...”

“Brutal,” the professor replied, unable to imagine the feeling. “I assume she had a hard time recovering?”

“Quite so,” Starswirl confirmed. “She left that day, beginning her eons of solitude. As we all know, Luna and Celestia went on to defeat Discord via the Elements of Harmony, and they became the rulers of Equestria.”

“And Terra has just… Wandered the lands since?” Aeon asked, quieting his voice before mentioning her name. “Traveling aimlessly in solitude, as you said earlier?”

“More or less,” the wizard continued. “Celestia, Luna, and I each tried to reach out to her on multiple occasions, but it feels as though she’s got an inexplicable grudge against us. She carries it to this day, as you may have noticed.”

“A side effect of Discord’s tormenting, perhaps?”

“I thought of that, but it made no sense… Discord tormented me many times as I tried to fight him over the years... Made a right ass of me on many occasions, yet here I am, no longer holding grudges of any major significance,” the wizard chuckled. “...Perhaps it simply struck her harder…”

“A strong warrior attacks the enemy’s mind,” Aeon quoted, running his hoof across his chin. “But a clever warrior attacks the enemy’s heart…”

“And Discord’s wouldn’t be the only blow,” Starswirl continued, nodding in agreement. “When she came to Bridlemore two hundred and thirty four years ago, she had finally started coming out of her shell. After a year of periodically visiting the quaint little mountain town, she happened across its mayor, Sir Dartmoor Hoofington.”

“He’s the one the city’s named after, is he not?” the professor asked, gazing nervously at the sky as lightning streaked through it yet again. “Hoofington is built not far from the Bridlemore Memorial…”

“Aye, he’s the one,” said Starswirl. “It’s a terrible shame I never got to meet him. What little I know of him came from pictures in the Canterlot Census and, unfortunately, the distraught mumblings of Terra as she mourned his death...”

“She was there when Darkstar attacked…” Aeon conjectured sadly. “I’m assuming she was among the survivors?”


“The only,” Starswirl corrected, his voice suddenly losing every trace of cheerfulness. Aeon cringed as he continued. “...None of us have a right to judge her… Until the only love we’ve had in five thousand years is slaughtered before our very eyes, risen from the dead, and forced to attack us…”

Aeon couldn’t form words. His lips trembled as he tried to imagine what Starswirl was describing.

“I don’t think Celestia’s showed enough empathy, to be honest,” Starswirl continued, his yellow eyes traveling towards the princess. One of her hooves rested on her sobbing sister’s shoulder, but her gaze remained vigilantly on the southern horizon.

“Darkstar didn’t immediately ravage the entire town, you see… Well, he probably would have killed them anyway, but he pegged it on Terra…”

“He made Terra blame herself for the slaughter?” Aeon asked, his heart dropping. “Surely she didn’t believe him? That pony was a nutcase!”

“Well… alicorns are very difficult to kill,” Starswirl explained grimly. “When Terra saw him coming, she defended the town—and the villagers she had come to love—from him…”

“When Darkstar saw her, he naturally sought to add her to his collection of bumbling corpses. They fought for a short time, but it wasn’t long before Darkstar realized she was holding back. Even his twisted mind was able to figure out why… Using her full power would risk damaging the town collaterally.”

“She could have torn the ground asunder and struck him with molten rock,” Aeon sighed. “Like she did with the Nighthawk’s minions, once we were out of Fillydelphia…”

“Precisely—doing so would have destroyed Bridlemore,” Starswirl confirmed. “So she was reduced to using rocks and lightning, neither of which made a dent in Darkstar... When he figured out why she was holding back, he didn’t hesitate to exploit it… He ran straight into the town.”

“He used the villagers as shields?” Aeon gasped in horror.

“Worse,” the wizard replied. “Much worse. Since he couldn’t kill her with death magic, he sought to break her spirit instead. Every time she attacked him, he countered by firing a wave of deadly necromantic energy into the town… at random…”

“…A clever warrior, striking the heart…” Aeon shuddered, looking at the ground.

“Her skin is like stone, and her bones rival diamonds in hardness,” Starswirl said poetically. “But even a heart that beats forever can be silenced by despair... Every time he sucked the life from a villager in Bridlemore, he was gripping her heart tighter and tighter... He eventually figured out that Sir Hoofington was her beloved, and he made his death especially painful, forcing the poor girl to witness it…”

“To what end?” Aeon asked. “What did he hope to accomplish through such senseless slaughter?”

“The body’s strength matters not without the heart...”

“...He was trying to make her succumb to grief…”

“Or take her own life out of despair,” Starswirl confirmed sadly. “When Hoofington fell, she gave up completely. The town was burning to the ground around her, and she was helpless to stop him. Before he left, he told her that the next city’s destruction would be prevented if she sacrificed her soul to him…”

Aeon gulped, a lump beginning to form in his throat. The grown stallion hadn’t shed a tear in many years, but the story he was hearing made his heart hang heavily. “So even if he couldn’t kill her, he could force her to join him,” he said weakly.

“That’s when we found her,” continued the wizard. “With no survivors to call for help, it was almost an entire day before a travelling pegasus merchant came upon the town’s ruins and took off to Canterlot to inform the princess.”

“...How does one describe such horrors?” Aeon thought to himself, trying to imagine the merchant’s desperate audience with Celestia.

“Celestia sent word for me immediately and gathered a team of powerful allies,” Starswirl continued. “Much like those you see here, minus the Elements of Harmony. Her control over them had waned in the years since the Nightmare Moon incident, and nopony of the age could be found to wield them…”

“When you found her…” Aeon said quietly, gazing at Terra for a moment. “…What did you say to her?”

“I honestly didn’t think Terra would ever move from that spot,” Starswirl replied. “Rainstorms formed of her sorrow—like the one above us now—were flooding the mountainside. Malnourished, horribly battered, delirious from lack of sleep… She just sat there, shivering, staring off into the distance...

"Her tear ducts had long run dry, and her voice had succumbed to screaming days ago... See those scars on her flank? They were not caused by battle…”

The professor’s eyes widened as he realized what Starswirl meant.

“Neither Celestia nor myself knew what to say,” the wizard continued. “Terra had always been closer to Luna, but she was a quarter million miles away, banished to the moon. We tried to comfort her, but she responded to nothing… It wasn’t long before we were forced to leave her there—had we not, Darkstar would have razed Stalliongrad, and repeated the slaughter hundred-fold…”

“You were victorious,” Aeon recalled, fighting the lump in his throat. “But… history has said nothing of the rest of your team…”

“Their sacrifice was drowned out by the overwhelming mourning for Bridlemore,” Starswirl told him. “It was a shame, really… We all fared well against his legions of skeletons. The hardest part about that was knowing in the back of your mind that you were striking an innocent victim, cheated out of life and bent to a madman’s will…

“Otherwise, they crumbled easily before our spells, wings, and hooves. I figured we could live with ourselves knowing that once their bodies were destroyed, the necromantic link was broken, allowing their spirits to move on.”

“I’ve read a great many books about the Battle of Stalliongrad,” said the professor, “but never did I imagine it to be so horrid…”

“It’s always darkest before dawn, too,” Starswirl quoted sadly. “Seeing us destroy his magnificent army as he called it, Darkstar was furious. He took us all off guard, hitting us with a wave of powerful death magic...

"The pegasi, the earth ponies, the unicorns—everypony in our team was dead before they hit the ground. Celestia and I survived due to our immortality, but we were beaten… It wasn’t us who triumphed over... It was Terra.”

“She managed to recover?” Aeon asked, surprised.

“Unfortunately, no,” the wizard told him. “At least not at first. She had come to join him… We were all surprised, Darkstar included. It was at that pivotal moment that he actually defeated himself... He decided to start rambling as tried to kill Terra, mentioning something about a second heart beating within…”


“…Princess Cadance,” Aeon sighed, a tear sliding down his cheek as he stared at the ground.

“Aye, Terra figured out what he had meant, even though she hadn’t previously known… she was already a month along,” Starswirl explained, his sad tone beginning to shift. “It’s like suddenly, things just clicked back into place for her… She realized why her body had so forcefully resisted giving up. She stopped surrendering before he could cause any permanent damage, and started to fight him.

“She erased the sun from the sky, filling it with storm clouds that hailed lightning onto him from above. The earth beneath his hooves split open, setting him ablaze as molten rock welled from within. Terra hit him with the full force of the raging earth...”

“And yet, he did not die?” the professor asked disbelievingly.

“She encased him in molten rock,” Starswirl continued, shaking his head. “Yet even as it cooled, Celestia and I could tell his twisted heart was still beating. We tried to reason with Terra, but she left without saying a word...

“We imprisoned Darkstar’s entombed husk within Tartarus, and parted ways… Celestia returned to her politics, burying her head in work like she always does. I tried to follow Terra, but she covered her tracks well. When your special talent is the earth, it’s kind of hard to beat her at that chase…”

“What of Princess Cadance?” the professor asked, his eyes subtly traveling towards the laughing pink alicorn, who was shaking a pair of dice in her hooves.

“I had feared that Darkstar’s magic affected her somehow,” said Starswirl, stroking his beard. “But as fate would have it, the opposite happened. I watched from afar as Terra carried her, but the life of a lonely nomad was no way to raise a young filly, and she knew that as well as I did. A day after she was born, I approached Terra, offering to take Cadance to Canterlot to be raised under the care of Celestia.”

“She agreed?”

“With great reservation… She loved her daughter—still does. She makes a sporadic effort to hide it, but Cadance means everything to her. I daresay she is the only reason she remains with us—possibly the only reason Celestia brought her along, too. Though she is skilled with healing magic, she knows little of combat.”

“I see… How did you manage to find Terra, if she did not wish to be found?” Aeon asked curiously.

“Ah, I built a satellite in orbit over Equestria,” Starswirl told him, regaining his cheerful tone. “Couldn’t beat the earth, so I left it! I’ve been living there since the Battle of Stalliongrad. It’s quite a good view!”

“…In orbit?” Aeon gaped, curiosity overwhelming his depression.

“Certainly!” the wizard laughed.

“Hey, Cade?” Shining Armor whispered to his wife. “...I think your mother is upset…”

“Hm?” Cadance asked, lifting her head to look over the heads of Applejack and Pinkie Pie. She noticed her mother’s face buried in Luna’s shoulder, and she sighed.

“I’ll be back, everypony,” she said, hopping up and stepping around the group. When she exited the shield, she galloped her way through the rain, coming to a halt under the indigo umbrella Luna was channeling. “Mother…”

As soon as she heard her daughter’s voice, several bolts of lightning flashed at once, tearing through the skies as a wave of emotion swept through her body.

“C-Cadance,” she sobbed, lifting her face from her sister’s shoulder. “I… I couldn’t…” The young princess didn’t give her a chance to finish—she spread her wings, and folded them around her mother as she embraced her.

“Look at that,” Starswirl whispered to Aeon, subtly turning around and observing them. “So much love, born from such a catastrophic disaster…”

“I wonder if her daughter is the key to unraveling these millennia of torment,” Aeon pondered quietly, noticing that the rain was starting to subside.

“Nothing truly fixes a broken heart,” the wizard mused, his eyes traveling to the sky as rays of light began to poke through sections of cloud. “I think we can all relate to that, in our own way.”

“You look for something else to give your life meaning,” Aeon sighed in agreement. “...I suppose for some of us it’s easier than others, though…”

Starswirl nodded, and looked as though he was about to say something, but he was interrupted.

“...The velociraptors approach,” Celestia suddenly called out, squinting towards the southern horizon. “Equestrian Elite, assemble!”

Chapter 12 - Dream Bigger

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The Equestrian Elite scrambled to their hooves, preparing to form a line by Celestia’s side.

“Aw, but it was almost my turn!” the disappointed Pinkie Pie protested; Twilight had hurriedly dematerialized the game board before breaking away from the group.

Cadance stood up, pulling her mother along with her. “We have to be strong,” she whispered encouragingly. Terra nodded weakly and stood by her daughter’s side with Celestia. The ground team stood to the far right, the magic team took the center, and the airborne team hovered above them.

“Here they come,” Celestia said, deepening her voice to address the group at large. “Shining Armor, prepare your shield. Should they attack, ground team, counter them first.”

Affirmative shouts of varying pitch and accent echoed from the right as the earth ponies readied themselves for combat. Shining Armor’s shield spell formed around them, encasing the Elite in a thick violet dome as the velociraptors drew closer and closer.

“What are they, princess?” Twilight asked, narrowing her eyes at the approaching creatures.

“Velociraptors,” Celestia told her gasping student. “I do not know how they exist, but they do, and they approach us… Carrying a banner, it seems. This doesn’t bode well for their intentions…”

“Have you ever seen that design before?” Twilight replied, carefully looking at the coat of arms. It was jet-black, with white designs across it. A thick claw was in the center, a jawbone lined the bottom, and a pair of bull’s horns surrounded the sides. The banner itself was in the shape of a forked tongue.

“Never…” Celestia replied. “Starswirl, do you recognize the banner?”

“No nation on this planet carries that emblem!” he shouted back. “This is fascinating!”

“Is he always like that?” Twilight quietly asked the princess—she rolled her eyes.

“Yes…” Celestia confirmed, resisting the urge to bury a hoof into her face. She addressed the team over her shoulder. “…One minute until they reach us! Ground team, be ready!”

“Look, they’re slowing down!” Twilight told her, pointing at the raptors curiously.

The flock seemed to be matching the pace of the furthest ahead—the bearer of the banner—who had slowed from a run and entered a brisk jog. He continued to decelerate into a slow walk, coming to a stop across from the Equestrian Elite.

“Stay here,” Celestia ordered, walking to the edge of the protective shield. “Do not move to intercept until I give the order. I will speak with them.”

“I’m sure they’re just here for a friendly chat,” Ragehoof muttered sarcastically. Dash glared at him angrily from above.

Celestia exited the shield and stood across from the flock of raptors, spreading her wings and igniting her horn.


“You have entered the sovereign kingdom of Equestria,” Celestia boomed, focusing her attention on the carrier of the banner. “My name is Princess Celestia, and standing with me are the Equestrian Elite… Make no hostile action, and we shall take none.”

Saying nothing, the carrier of the banner stepped forward, and stabbed it into the grass. The corners of his wide mouth curled into a grin, and he walked past the banner, approaching Celestia slowly.

“Tank ya for da wel-come, ya highness,” the deeply accented raptor replied, ending his sentence with a brief hiss. His razor-sharp teeth were too numerous to count, and they looked like a collection of pearly daggers.

“We dare not come bearin’ violence,” he continued. "Only words..."

“Then speak,” Celestia replied authoritatively. “Who are you, and where are you from?”

“We but humble servants a’ da Blood Prince,” the raptor continued. The other velociraptors grinned wickedly along with him. “He send we ta survey da land, and present ja da terms a’ surrendah...”

“We regret to inform the Blood Prince that he is mistaken,” Celestia responded forcefully, stomping one of her plated hooves into the ground. “Any attempted invasion will be thwarted with overwhelming force!”

“Da Blood Prince utter but two words should ja deny,” spoke the messenger, still grinning. “Good luck.”

“You will now carry a message back to the Blood Prince,” ordered Celestia. “So long as a single one of his troops stand upon Equestrian soil, his safety is not guaranteed.”

“As ya wish, ya highness,” replied the raptor, bowing his head cordially. “We leavin’ soon. Jus’ between you and dis humble messengah, it seems ya days are numbah’d…”

“Are you threatening me, messenger?” Celestia asked, stepping forwards. Her glowing horn brightened, causing the banner in front of the raptors burst into a brilliant golden fire.

“Wuddn’t dreeeam ov eet,” the raptor grinned, stepping back from the golden blaze. “It needer we nor da Blood Legion dat treaten ya now…”

“To what do you refer?” Celestia asked; she phrased it more like a command than a question.

“Da big’un dat comes ya way, ov course,” said the messenger. “Ee’s half a sun behind we, and ee’s feet be big enough to crush ya wit’ but a step, ya highness… Dis messengah wish ta warn ya… He seem ta have fewer words den we…”

“The dragon-sized prisoner of Discord… Starswirl and I saw him from orbit,” Celestia thought to herself quickly. “At least now we know Discord's prisoners are not allied against us…”

Without pause, she resumed speaking. “Should he threaten us, his size will matter naught. Equestria’s harmony will be threatened by nothing; not you, not the Blood Prince, nor the big one to which you refer… If you have nothing more to say, be gone.”

“Tank ya for da time, ya highness,” the messenger grinned one last time, turning around. The other raptors followed suit, and they began to walk away, their pace steadily increasing into a run.

“Celestia…” Ragehoof muttered, preparing to charge. “We need to capture one, and interrogate it… Give me five minutes with one of those meat-eating freaks and he’ll cough up everything we need to know…”

“Stay your ground, Ragehoof,” Celestia ordered firmly. “We will not stoop to attacking messengers. There is another who will tell us more of this Blood Prince and the… big one… that we soon will face.”


“Who could that be, princess?” Twilight asked curiously, watching her brother began to lower the shield. The raptors had gone into a full retreat, and their banner had been reduced to a pile of white ash.

“Twilight, Applejack, Rarity,” said the princess, turning around, “Fluttershy, Rainbow Dash, Pinkie Pie—I need you girls to group up and stand at the ready.”

“What’ll ya have us do, yer highness?” Applejack asked, trotting around the others and joining her friends around the princess.

“There is only one who can tell us more about the Blood Prince and the big one,” Celestia said, regretting the words even as she said them. “...The one who imprisoned them himself, Discord...”

“You can’t be serious!” Ragehoof protested loudly, as the girls gasped. “Let him out now, and you multiply our problems by a hundred!”

“Not if the Elements of Harmony keep him on a tight leash,” replied Celestia. “I will teleport to Canterlot, and bring his stone-encased body back with me… Twilight, you and your friends will be able to release him, and we will question him. Should he try anything funny, you will re-imprison him.”

“…If it’s is the only way, then we’re ready, princess!” Twilight said determinedly, stomping a hoof into the ground and grinning at her friends; they had mixed expressions in response to the idea of seeing Discord again.

“Very well, I will return shortly,” Celestia said, dematerializing with a CRACK of golden energy.

“Discord,” Dash muttered, angrily pounding her front hooves together. “Bad memories... But we’ll be ready this time!”

“We shall not speak of such memories,” Rarity insisted, raising her chin defiantly. “If he makes one false move, he’ll receive an unpleasant surprise. In his face!”

“I agree,” Twilight replied. She turned and addressed the team around her. “We should prepare for him as much as we can! Ashton, be ready to rope him down! Sergeant, keep your crossbow on him! Shining Armor, can you use your force field keep him from teleporting away?”

“If I make a few adjustments, yeah,” Armor replied, closing his eyes and picturing the necessary changes to the spell. “I’ll cast it as soon as the princess returns!”

“Good call,” said Twilight. “Everypony else, make sure you’re ready for anything… He’s really tricky!”

“Tricky and delicious!” Pinkie added, wiping a bit of drool from the corner of her mouth. “I hope he makes some chocolate rain before we're done with him!”

Ironmane flipped open his crossbow and pointed it towards the ground. Ashton coiled his rope, holding it ready to toss at a moment’s notice. Ragehoof stared quietly at the spot where Celestia had disappeared.

“Discord isn’t very nice,” Fluttershy told Dusky nervously. “Help me keep an eye on him, okay?” She cawed curiously.

“...You’re really doing this?” Terra gaped at Luna. She looked from her back to the spot where Celestia once stood. “You’re really going to release that… that thing?!”

“The alternative is knowing nothing,” Luna replied cautiously. “…I’m sorry, sister. I don’t like him any more than you do, I assure you…”

“This is going to be interesting,” Starswirl mused, glancing over at Aeon. “It’s sure been a while…”

Aeon nodded uncomfortably in acknowledgement, joining Spitfire and Soarin’ in a hover above where the princess had dematerialized.

“Here she comes…” the wizard gulped, observing Pinkie’s tail twitch slightly.

With a CRACK of golden magic, Celestia reappeared above the group. Directly below her, the stone statue of Discord materialized, lying face-down in the grass.

“Twilight, whenever you are ready,” Celestia told her, floating to the ground while Shining Armor cast his shield spell. It had a lighter shade of pink than its predecessors, and had been specifically reworked to disallow teleportation within.

“Wait, your highness,” Armor said. “…I’ve tuned my shield to restrict teleportation. Can you test it?”

“Clever,” Celestia told him; she tried to dematerialize, but her spell was unable to complete. “Very clever, captain… Thank you for thinking ahead.”

“Wasn’t my idea, princess,” he replied, grinning at Twilight.

“Alright, girls,” Twilight said determinedly, grinning back at him. “Let’s do this!”

The Elements of Harmony glowed faintly as their wielders closed their eyes. A magical humming resonated through the air, and suddenly, a crack appeared on Discord’s torso. The crack traveled along his body, threatening to split the stone encasement in half.

Moments later, the statue cracked open, revealing a smaller stone statue within.

“What the?” Ragehoof asked.

The smaller stone statue cracked in half, revealing an even smaller stone statue inside. Each layer of stone split in half, until there was nothing left—Discord’s formerly entombed body now resembled a sliced onion, with layers upon layers of stone statues cracked in half.


“Well, well, well,” an eerie and mischievous voice echoed throughout Armor's shield. “Oohhh, look at this! Wow, Celestia, I’m pretty shocked right now. I haven’t seen the four of you together in for-ever!”

“Show yourself!” Celestia demanded—the Elite looked all around them, trying to trace the creepy voice’s source, but Discord was nowhere to be found.

Discord’s voice sniffled, pretending to cry. “Swirly and his three little angels… Such fun times, oh, how I miss them…”

“You’ll continue to miss them,” Celestia replied intensely. “We’ve freed you because we need some information. Make this easy on yourself, and cooperate!”

A distorted image of Discord’s face appeared as a reflection in Shining Armor’s shield, gazing at the princess with an amused expression.

“He’s INSIDE the shield?!” Twilight thought, gaping at the bloated image above them. "Is that even possible?!"

“Information at gunpoint, Celestia, this isn’t your usual forte,” Discord chuckled, his face increasing in size. Pinkie giggled at him quietly. “You must be desperate if you’re turning to me...”

“Quite the contrary,” Starswirl cut in cheerfully. “We’re just looking to get a sneak-peek at what’s to come. Care to share?”

“Ah, Swirly, in another life you’d have made such a wonderful chaotician,” Discord replied. His face traveled across the sphere towards the wizard. “Very well! But first, I have a riddle for everypony!”

“Great, a riddle,” Twilight muttered, rolling her eyes. “I knew this wouldn’t be easy…”

“It goes like this…” giggled Discord, trailing off. His face faded away from the dome, and his voice lowered to an audible whisper. “…do you like raspberry lemonade?”

With the sound of fingers snapping, Armor’s pink dome of shielding magic suddenly turned into a liquid of matching color—it immediately collapsed onto the ponies below, soaking them in sweet-tasting juice. The panicking Elite shook their drenched manes angrily.

Ironmane’s crossbow suddenly fired itself, spraying confetti in every direction and ejecting a flag saying BANG from its muzzle. Ashton started to giggle at him, but yelped as the rope coiled around his hooves turned into a long snake. He dropped it, and it hissed angrily before burrowing into the ground.

“Let’s lock him up!” Twilight shouted, firing up the Element of Magic. Her friends were now furious, except for Pinkie, who was licking the sweet lemonade from her face.

“All right, all right!” Discord said, fully appearing in front of the wet-maned ponies. He waved a white flag in each of his hands. “I surrender, Twilight! Please, there’s no need to fire your lasers...”

“Start talkin’!” Applejack hollered, pouring lemonade out of the brim of her hat. “No more funny business!”

“But that’s the best kind of business,” protested the disappointed draconequus. “Very well… If you have questions, I have answers!”

“Who is the Blood Prince?” Celestia asked him, narrowing her eyes. “Tell us everything about him. Now.”

“Everything!” Discord repeated, smiling mischievously. He hopped into the air, landing in a wooden rocking chair that materialized behind him. A small pair of glasses appeared on his face, which he immediately adjusted.

“Well, then! It’s story time!” Discord began rocking back and forth in the chair “…The Blood Prince was born in a log cabin near the Boarean Tundra, to a rather tempestuous household of centauren mountain folk… His father was a blacksmith with a short fuse, and his mother was a leatherworker, who just married him because he had a bi-“

“Everything relevant,” Celestia hissed, interrupting him.

“What’n Equestria’s a leatherworker?” Applejack muttered quietly, her voice concerned. Twilight shook her head, but Rarity gulped nervously—she knew what it was, and it sent chills down her spine.

“Everything relevant… Quite the oxymoron,” Discord smiled, pushing the glasses back up on his nose.

“Start by telling us how you imprisoned him,” Twilight interjected as Celestia’s face began turning red in anger. “So we can do the same thing.”

“Imprison is such a harsh word,” replied Discord, placing his hands behind his head and relaxing in the rocking chair. “When he and his armies first came to Equestria, I was too busy having fun with my little ponies to pay attention. They built a big ol’ fortress in the mountains down in the south there.”

“He built Tartarus?” Celestia asked; her rage dissipated, and her eyes widened in shock.

“He sure did,” Discord confirmed, gazing through his spectacles at the princess. He seemed amused with her sudden shift in emotion. “Some of his troops came to meet me, and declare Equestria to be his...”

“Just like he did to us earlier,” Twilight said; Discord's beady red eyes shifted towards her. “What did you do?”

“I did this to his scouts,” the draconequus giggled, snapping his fingers. A frilly dress appeared on Twilight’s body, and large clown shoes appeared on her hooves.

“I said I was disinclined to acquiesce to his request,” Discord snickered, watching Twilight’s face turn red. “Unfortunately, Haakon doesn’t like to take no for an answer, so I had to make a little appearance...”

“Haakon?” Celestia questioned. Twilight kicked the shoes from her hooves and pulled off the ridiculous-looking dress. “That is the Blood Prince’s name?”

“It’s amusing how scared the Legion is of his name,” Discord laughed. “Say it, and they shiver like birds in winter! It’s so adorable…” He sighed, pretending to swoon as he leaned back in the chair. The chair fell backwards, but made a half-circle in midair and remained upside down.

“But I digress,” Discord continued, hovering upside down in the chair. “Haakon’s fortress was the most boring place I’d ever been! His little lizards had anti-magic enchantments on practically everything… I couldn’t cause any chaos! Apparently, magic is frowned on in the Blood Legion. Go figure.” He rolled his eyes.

“Fast forward to the part where you defeated him,” said Celestia. “You are trying my patience.”

“Heh, fast forward,” the draconequus giggled, his chair rotating weightlessly in midair. “More like pause! You see, as much as I love a fair fight, little ol’ Haakon didn’t wanna fight fair. So, I figured I’d bring in an old friend of mine...”

“As if you have any friends,” Terra suddenly spoke up, shooting a fiery glare at Discord.

“Aw, don’t be such a Debbie downer, Terr-bear,” Discord replied, teleporting over to her and running his lion’s arm across her chin. As soon as he left the chair, it hit the ground and exploded, sending shrapnel made of popcorn in every direction. Terra furiously batted his arm away.

“You see, many years before I came to Equestria, I met a fine young colt by the name of Tre’zan, on an island quite far from here,” he explained, grinning slyly at Terra and walking away. “He had a peculiar ability to manipulate time, so he did me a little favor, and put Haakon on pause for a few millennia.”

“This… Tre’zan guy, he created the time dilation prison in Tartarus?” Twilight asked, watching the draconequus teleport away from Terra and reappear where the chair once was. “…Because you asked him to?”

“Time dia-what?” Discord laughed, looking at a wristwatch on his arm. “Sure, let’s go with that. Yes, it took a little convincing, but he paused Tartarus for me. It all worked out in the end, and I lived happily ever after!”

“One more thing before we lock you back up,” said Celestia, raising a hoof to block Terra from charging at him. “Who is the big one that Haakon’s velociraptors mentioned earlier?”

“The big one?” Discord shrugged. “Isn’t that a rocket? The one that little foals strap to their toys and-”

“Vaguely resembles a magnataur from orbit,” Starswirl interjected before Celestia lost her temper. “Larger than a dragon, four legs, long tail, scales. Some pretty heavy armor, too…”

“Ah!” said Discord, a light bulb materializing above his head. “Really, Celestia, you should just let Swirly and Twilie do all the talking. You make such little sense!” The light bulb dropped to the ground and bounced away like a rubber ball. “Anywho, that must’ve been Lagos. Another truly boring visitor to Equestria during my golden years. I introduced him to Tartarus, so he could associate with like-minded individuals.”

“Anything useful to say about him?” Twilight asked, as Celestia stomped her hoof in anger.

“Oh-ah! Save me!” Discord sputtered, coughing and pretending to choke. “I’m drowning in subjectivity!” He paused and started laughing at Twilight, who was also beginning to feel angry as well.

“What was your tactic?” Luna’s voice suddenly boomed, causing everyone except Discord to jump. He reached into his left ear and pulled an earplug out of it, casually flicking it off to the side. The snake that had been born of Ashton's rope suddenly burst from the grass, snapping the earplug out of the air before burrowing back into the ground.

“All I did was have him chase me straight into Tartarus,” Discord laughed, watching Ashton and Twilight back away from the direction of the snake. “He’s not the brightest, you see. He actually just waltzed right in. Now that Tartarus has come apart on us, you’ll have to think of something else.”

“Don’t worry about that—we will,” replied Twilight, turning towards her friends and nodding. They nodded back, and their Elements began to glow. “Thank you, Discord... Anything else to say before you go back to being a lawn ornament?”

“I have but one final request,” replied the draconequus, dramatically placing the back of his lion’s hand against his forehead and closing his eyes. “…Could you not encase me in stone?”

“I don’t think so,” Twilight grinned. The Elements’ eyes began turning white. “Sorry about that!”

“Well, I’m sorry too,” Discord laughed, snapping his fingers. He disappeared in a swift CRACK.

Twilight and her friends fired a powerful harmonic wave where he had been standing, but it struck nothing. The tide of rainbow-colored energy streaked towards the eastern horizon, harmlessly fading into the trees in the distance.

“No!” Celestia shouted, looking around hopelessly. “Where’d you go, Discord!?”

The rest of the Elite joined her in a desperate search of the valley around them, but they saw nothing.

“Oh, not too far,” Discord’s voice echoed through the air. “You’ll be surprised to hear that I’m not going to start terrorizing your country!”

“Liar!” Celestia shouted into the sky.

A translucent projection of Discord appeared next to her, carrying a large bucket of popcorn in his lion’s arm, and clutching a soda in his eagle’s claw. Celestia angrily shot a stream of golden magic at him.

“Oh, Celestia, that hurts, it really does” he cringed, placing his hands over where the jet of light had harmlessly sailed through him—his popcorn and soda floated in place where he had released them. “Just when I was planning on helping you out, you had to go and shoot me!”

“I don’t believe you for a second,” Celestia seethed, narrowing her eyes at his projection. Twilight and most of her friends approached Discord’s image cautiously, but Pinkie bounced past them and hopped through the translucent figure, giggling.

“He’s like a ghost,” Pinkie snickered, hopping back and forth through him. “But he’s not even scary!”

“…H-he is so,” Fluttershy argued quietly. She hovered behind Dash nervously, gasping when she saw Dusky join Pinkie by flying through Discord’s image.

Starswirl and several of the other Elite chuckled at the pair, but Celestia’s magenta eyes remained firmly fixed upon Discord’s beady red eyes.

“Aw, you don’t? Not even for a second?” he laughed, taking a sip of soda and watching Pinkie unsuccessfully try to steal some of his popcorn. “Look at the sky, Celestia, look at the roads—I can’t cause any of my beautiful chaos while I’m like this! It’s a tragedy, really...”

Receiving no response from the seething alicorn, he rolled his eyes. “I have to take physical form in order to do anything, and as soon as I do, the Elements here will fire their lasers. You won’t have to worry about me; I won’t get in your way!”

“If you’re trying to say you’re not a threat, I don’t believe you either,” Twilight told him forcefully. “You’re a liar, and you’re evil! You’re just telling us what we want to hear!”


Discord’s face suddenly lost its comedic appearance, and his voice gained a serious tone that Twilight had never heard before. “Evil? Me? …If you think I’m evil, I don’t even want to know what you think Darkstar is,” he replied coolly.

Feeling chills running up her spine, Pinkie stopped hopping through him and backed away to her friends’ side. Dusky returned to Fluttershy, who had seized Dash’s forearm in sudden fright.

“You don’t have to take my word, but I have hardly a reason to lie...” Discord continued, glaring at Twilight. “With all the secrets I’ve learned over the years, the truth is far more entertaining…”

Twilight narrowed her eyes mistrustfully, but she couldn’t get over how serious he was suddenly being. Discord was never serious.

“…It jus’ don’t feel like he’s lyin’,” Applejack thought. “Normally ya can’t make any sense’a what he’s sayin’, but for some reason…”

Discord spoke again, ejecting bits of chewed popcorn from his teeth. “Let’s just say that until somepony wins this battle, I’ll be an honorary spectator, like the rest of our wonderful readers. Somepony has to watch this—it’s going to be epic!”

“How do we know you won’t turn on us in the middle of battle?” Celestia asked accusingly. Discord took another sip of soda, and his face slowly regained some of its mischievous expression.

“You don’t!” Discord chuckled. “That’s the beauty of it—I don’t have to do anything to cause that kind of chaos! If it helps you sleep at night, though, remember; why would I get in the way of somepony doing my dirty work?”

With a final grin, Discord tossed his translucent soda and popcorn into the air—the soda immediately exploded in a flash of white light, while each bit of popcorn exploded into individual fireworks. As soon as the crackling faded, his image did as well.

An eerie silence descended over the Equestrian Elite. A warm breeze was blowing through the Dream Valley, and the afternoon sunlight made it seem like a gorgeous day, but something felt off. There were no birds chirping, and the wind barely made a sound. Discord's appearance had left them all nervous.

“Good going, Celestia,” Ragehoof said quietly, being the first to break the silence. He squeezed some of the lemonade out of his dripping mane while the others turned to glare at him. “…Wanna send an open invitation to anything else wants to take over Equestria? I’ll bet the changelings would love to get in on this…”

“I’ve had ENOUGH of you!” Dash yelled, slamming into the ground in front of him from above. She looked as though she were about to charge. “It’s not our fault he tricked us!”

Ragehoof whirled into a defensive stance. “You let’em out,” he muttered, his eyes fixed on her wings. He swiftly prepared a plan to take her down. “Dodge charge, left shin to wingbone, right leg to trip…”

“There will be NO fighting amongst ourselves,” Celestia ordered assertively, teleporting between them and spreading her wings. “Rainbow Dash, Ragehoof, STAND DOWN.”

Dash huffed, obediently walking away. Ragehoof’s eyes remained on her for several seconds before stepping out of his defensive stance.

“Think of it this way,” said Starswirl, after a moment of awkward silence. “In less than two hours, Lagos will reach Fillydelphia. When there’s a dragon-sized brute tearing the city apart, is it really going to matter if some of us disagree with each other’s attitude? Come now.”

Neither Ragehoof nor Dash answered, though it was clear that they had no further argument.

“Thank you, Starswirl,” Celestia told him. He tipped the brim of his hat. “With that in mind, I have no intention of allowing him to reach the city. We will take a half hour to prepare, then we travel south and confront him before he gets any closer. Until then, rest, and ready yourselves as need be…”

As the group dispersed, Dash threw one more heated glance at the dark red pony. Ragehoof had already started walking away; he did not see it.

“You seem a bit… detached,” Starswirl said to Luna, flying by her side over the Dream Valley. Celestia had assigned them to fly near Lagos and analyze his threat level, as they had with the raptors.

“As I mentioned earlier, I have no desire to discuss it,” Luna replied coldly, refusing to make eye contact with Starswirl. He rotated to look at her, continuing to float sideways at the same speed.

“Perhaps later?” the wizard asked; she closed her eyes in exasperation. “You’ve been pretty quiet since I’ve returned… I worry about you, you know?”

“Perhaps later,” Luna replied, opening her eyes and refocusing them onto the horizon. “What is our estimated time of arrival?”

“Trajo says we’re less than a minute ‘til visual,” Starswirl told her, his hat glowing while he communicated with his companion.

Luna’s eyes widened as she started to see the gargantuan creature take shape ahead of them. “What are your theories?” she asked, watching a gleam of sunlight reflect from massive plates of armor on the creature's shoulders.

“An angry, carnivorous, overgrown lizard?” laughed Starswirl. “I really haven’t the foggiest! I can’t wait to see it up close!”

“He walks on four legs and has a dragon-like torso,” Luna said, ignoring his upbeat attitude. “But he has no wings, and is too large to be a young dragon…”

“Oh he’s no dragon… Wow!” shouted Starswirl as they drew closer and closer to the beast. “Look at his appendages! What are those? They look like they used to be arms!”

“I’m not sure-“

Lagos’s obscure figure suddenly came to a halt, and his tusked head tilted upwards.

“…Can he see us?” Luna gasped, pausing in midair. “…Take evasive action!”


“Equestrian Elite, assemble!” Celestia immediately called out. The ponies scrambled into formation. “I’ve lost contact with Luna and Starswirl! We need to move out, immediately! On my wing!”

The princess hurriedly turned and took flight into the southern sky. Terra, Cadance, and the airborne team flew after her, while the rest of the confused Elite galloped below. Celesta set her flying pace slow enough for all to keep up.

“What’s happened, princess!?” Twilight called up to her. “I thought he was coming to us?”

“I was using a spell to track the location of Starswirl and Luna,” Celestia explained, lowering her altitude to speak with Twilight while she flew. “Moments after nearing Lagos’s position, I lost track of them!”

“How does the magic work?” Aeon asked, matching her altitude on her right. “Could you tell if they’ve been injured?”

“It tracks them by their movement,” Celestia turned towards him. “They’ve simply vanished!”

“Did he teleport!?” Twilight huffed; she could feel a shooting pain in her ribs from the sudden sprinting.

“I don’t think so,” Celestia worriedly replied, turning to face the south. “Be swift! We must ensure their safety!”

Twilight and Aeon nodded, focusing on their speed. The team continued travelling for nearly twenty minutes before Celestia began to slow the pace—Lagos’s form was beginning to appear over the rolling plains of the Dream Valley.

“Approach cautiously!” the princess ordered, slowing to a canter. “Shining Armor, shield the group! I will confront him first!”

“Are you sure, princess?” Armor asked cautiously, altering his position to the middle of the group. Celestia nodded at him curtly, and he cast the shielding spell upon himself, expanding it to encompass the others while their pace continued to slow.

Celestia motioned for the team to stop, and she slowly hovered through the shield.

“Be careful, princess!” Twilight called out worriedly, watching her land and walk towards Lagos, who was also slowing down. Celestia nodded at her over her shoulder.

Lagos’s size was only half of what intimidated the Elite. His dark blue scales were thick, and a trail of grey spikes ran from the top of his head, down his back, and along his tail. His face was heavily wrinkled, and large tusks jutted from each of his cheeks. His mouth had a green glow radiating from within, as did his left eye. The spot where his right eye should have been was sunken and wrinkled, and did not glow.

His chest was covered by a massive plate, which was suspended from his armored shoulder by a pair of thick chains. Each of his four legs were short and thick, tipped with three claws across their front.

Perhaps most intimidating of all was his arms; had no hands or claws—it looked as though they had been removed at the bicep and replaced with massive blades; a long, straight one on the right, and a serrated, curved one on the left.

“H-he’s really b-big…” Fluttershy whimpered quietly, hovering behind Dash. Dusky perched on her back and nervously watched Lagos with her cyan eyes.

“The bigger they are, the harder they fall!” Dash said confidently, looking back at her friend.

The massive creature came to a complete stop, and looked down at Celestia. She was now about thirty yards away from him, far beyond the reach of his deadly bladed arms. Taking a deep breath, she began speaking to him.

“You have entered the sovereign kingdom of Equest-“


The princess was cut off abruptly as Lagos lifted his right arm and pointed it at her. Without warning, the blade on his arm suddenly exploded into a projectile, firing itself like a cannon with a blinding flash of fire and smoke.

Celestia spread her wings and jumped into the air, narrowly missing the blade, but unable to dodge the impacting shockwave when it struck the ground beneath her. She was knocked into the air, falling limply into the ground several yards behind the shielded group—she did not get up.

“Attack him now!” Cadance screamed, turning and flying towards her aunt—Terra rushed after her.

Twilight’s ears drooped as she stared at Lagos. “W-what should we do?!” she thought wildly.

“You heard her, guys! Let’s see how he likes the Elements!” Dash yelled to her friends—her Element of Loyalty was already glowing brightly.

“C’mon, sugar cube,” Applejack said, nudging the gaping Twilight. “Let’s hit’em with all we got!”

“How dare he strike the princess!” Rarity seethed, readying her Element as well.

“He really needs a smile on his face,” Pinkie cheered, as Fluttershy nervously prepared hers from above. Twilight snapped out of her panic, and readied the Element of Magic. The six mares floated into formation, preparing a powerful harmonic wave.

While the girls prepared their attack, Lagos was using a chain tether to reel his massive bladed appendage across the grass and back into place—it clicked upon reaching his arm socket, and he turned his threatening gaze towards the Elite within the shield.

A jet of rainbow-colored magic fired from the six Elements, passing harmlessly through the shield and striking the large plate on Lagos’s chest. Several cracks appeared in it as the harmonic wave exploded, but the armor was largely undamaged. The wave dissipated, and Lagos stared angrily at the girls.

“What!?” Dash yelled, staring at the monster as he lifted his bladed arm once again, taking aim at the shield. “That hardly did anything!”

“Shining Armor, give it all you’ve got!” Twilight frantically panted to her brother. He closed his eyes and hurriedly poured a stream of power into the shield, causing it to brighten.

Lagos fired his bladed arm directly at them, striking the shield in the center. The blade bounced upwards, leaving a thin web of cracks in the shield, branching out from where it had struck. Armor yelled in pain, and his horn glowed as he attempted to repair the shield.

The monster’s chained arm began reeling his weapon inwards yet again, and the team hiding in the shield began to panic.

“What’re we supposed to do to fight that?!”

“He’s too big!”

“We’re doomed!”

Amidst the chaos, Ironmane’s voice roared loudly, silencing the panicking Elite around him.


“LISTEN UP,” he bellowed—all eyes fell on the formerly silent soldier. “WITH THE PRINCESS OUT OF COMMISSION, CAPTAIN SHINING ARMOR IS OF THE HIGHEST AUTHORITY!”

None argued with the sergeant while Lagos fired at the shield again, causing Armor to shout in pain.

“Captain, sir!” Ironmane continued, turning towards him. “We’re awaiting orders!”

“H-he can’t think straight!” Twilight protested nervously. Her brother tried to form words, but stopped himself quickly. “He has to focus on the shield, or we’re done for!”

“Then that leaves me in charge,” Ironmane told her authoritatively, stomping his hoof before anyone could protest. “Aeon, take the airborne team and attack his head! The goal is to distract-“

Another massive impact upon the shield interrupted him—the magenta sphere developed several larger cracks in the side facing Lagos, some of them reaching the ground.

“DISTRACT HIM FROM THE SHIELD,” Ironmane bellowed, raising his voice to keep everyone’s attention. “Ground team, we will move to flank him from the right!” he continued, turning to face Twilight. “Whatever it was you did in Fillydelphia, kid, do it again. To him. We’ll buy you as much time as we can!”

“I don’t think the infernum spell will do much against his scales,” replied Twilight, looking worriedly at Lagos’s thick scaly body. “...But there’s a few spells that might damage him, if I can hit-“

Lagos fired his arm again. This time it did not bounce off of the shield, but embedded several feet into it. Twilight stared worriedly at its bladed tip, which was less than a yard from her face.

“If I can hit him from the side!” she finished worriedly. Armor struggled to repair the shield while Lagos jerked his weapon out of it by tugging on the chain.

“Then we’ll turn him around as best we can,” Ironmane replied loudly. “Ground team, on me! MOVE OUT! NOW!”

He galloped through the right side of the shield, leading Applejack, Ashton, Ragehoof, and Pinkie Pie in a wide curve around Lagos. Aeon took flight into a steep incline, exiting through the shield’s ceiling and waiting for the other pegasi to catch up.

“Come on, Fluttershy!” Dash muttered, pulling her friend into the air. She was terrified out of her mind, and her wings weren’t flapping.

“H-he’s too… I can’t…”

“Hey!” shouted Dash, shaking her in midair. “Snap outta it! This is it, Flutters! I’m gonna attack him, and you’re gonna keep me alive!”

Fluttershy’s wings began flapping as her friend released her. Spitfire, Soarin’ and Aeon were motioning at them to catch up, and Dusky was trying to push her upwards from behind.

“…be careful, okay?” she asked quietly, wiping her eyes. “Please?”

“I will be, I promise! Come on!” Dash insisted, pulling Fluttershy with her to the other pegasi. Not knowing what else to do, Dusky flew after them and stayed by her side.

“Alright, here’s the plan!” Aeon shouted as soon as the pair matched his altitude. “Whatever you do, don’t actually strike at him! If he hits one of us, we won’t be getting-“

Lagos’s blade fired again, aimed upwards at the airborne team—the pegasi scattered out of the way, narrowly avoiding the projectile arm. It reached the end of its chain and fell to the ground, already being reeled back in like a fishing line.

“That’s our opportunity!” the professor yelled, waving at the other pegasi that were looping back towards him. “Fluttershy, stand by in case anypony gets injured! Everypony else, fly by his head and distract him!”

Dash nodded and immediately swarmed towards the monster’s scaly face, narrowly dodging to the right before she reached it. Spitfire followed suit and jerked to the left, while Aeon and Soarin’ pitched upwards.

“That ought’a keep ‘em busy!” shouted Applejack, watching the four pegasi swarm around his head—she and the rest of the ground team continued circling to the west. “Listen y’all, stay back, and don’t move in ‘til you see an openin’! Ah’ll see what Ah can do to ‘em!”

“What’re you talking about?!” Ironmane hollered back. “If he hits you, you’re dead!”

“Ah don’t think so,” Applejack grinned, a bright orange glow shining from her chest. “Pinkie, if ‘e hits me, heal me back up!”

“Okie dokie lokie!” Pinkie replied cheerfully.

“Hey now, hold up!” Ashton called out when Applejack started to break from the group. “Ya sure ‘bout that, partner?!”

“Absolutely!” Applejack replied, grinning at him over her shoulder. She made a beeline for Lagos’s front-left leg while the rest of the team continued circling.

“Don’t even think about it, Casanova,” Ragehoof said, butting Ashton with his shoulder as he tried to follow her. “She says she can handle it, we have to trust her.”

“Ah hope so,” Ashton replied worriedly, watching the orange pony get closer and closer to Lagos.

The gargantuan was waving his bladed arms around his head violently, trying to strike at the pegasi that swooped around him. Try as he might, he could hit nothing but their trails of orange, blue, white, and rainbow—the pegasi were too fast.

Lagos suddenly stopped flailing, and stared straight forward for a few moments, monitoring the flight patterns of the swarming pegasi. He lifted his right arm to his left shoulder, holding it steady. As soon as Dash swooped in front of him again, he immediately slashed his bladed arm downwards diagonally, striking her with the blunt broadside of the blade.

Dash struck the ground with an earthshattering impact, creating a crater several yards deep.

“Ow…” she muttered, climbing back to her hooves and looking upwards. She looked around, realizing that her impact would have flattened a normal pony. “Huh? …Whoa, I barely felt a thing!”

Dozens of yards away, from the safety of Shining Armor’s shield, Rarity was focusing her protective gaze on the airborne team. She had absorbed part of Dash’s impact, causing a large bruise to appear on her right shoulder.

“Princess Luna wasn’t kidding when she said Rainbow Dash is predictable,” Rarity commented, her eye twitching while the pain began to subside. “Now, get up, Rainbow! That brute hasn’t won yet!”

Dash soared out of the crater and back into the sky, as Fluttershy started channeling a pink stream of healing magic onto her from above. Lagos swiped horizontally, striking Spitfire as soon as she dove in front of him. She was knocked far into the eastern sky, bouncing twice across the ground before sliding to a halt.

“Urgh,” Rarity groaned, absorbing her damage. A large cut formed on her opposite shoulder, and blood was beginning to flow from it.

“They really need to be more careful…” Twilight said—she nervously looked at Rarity’s cut, turning back towards Lagos and keeping her eyes peeled for an opening in his armor.

Aeon didn’t hear her, but he was having the same thought. He altered his course to match Soarin’s, and ordered him to break away. Leaving trails of blue and white, the two pegasi flew away from Lagos and over towards Spitfire, who Fluttershy had begun healing from above.

“You alright, boss?” Soarin’ worriedly asked, landing next to Spitfire.

“Yeah... Think I’ll make it,” she replied, watching the large cut on her side begin to close up amidst a haze of pink magic from above. Her Wonderbolt suit had split open where the blade had struck her, and was now frayed and damaged.

“We need to hang back,” Aeon ordered. Spitfire removed her torn flight suit, and the three pegasi turned their gaze back towards Lagos, who was trying to time another strike at Dash. “Let’s wait until he’s focused on the ground team to move on him…”

“What ‘bout Rainbow?” Spitfire asked weakly, as Lagos struck her yet again. Rainbow-colored trails followed Dash while she plummeted into the ground, forming another crater between the towering monster and Shining Armor’s shield.

Fluttershy swooped over to her, immediately projecting a stream of pink energy into the crater.

“It seems the Element lets her handle a lot more than we can,” the awestruck professor replied, watching Dash soar out of the crater yet again. He turned back to Spitfire, only to see that she was starting to fall over.

“Wha-NO!” Soarin’ shouted, diving to catch her. “Boss!” She had fallen unconscious.

“But she’s been healed!” Aeon protested, examining her side—the wound had disappeared cleanly, yet she was still out cold. He placed a hoof against her neck. “Pulse is weakening… We need to get her out of here!”


“Are you okay?” Cadance worriedly asked Celestia, as the last of her injuries subsided in a cyan haze. She slowly stood up, while Terra helped her keep her balance.

“Yes, thank you,” replied Celesta—her gaze traveled from Rainbow Dash to Applejack, who was bucking at Lagos’s massive leg, causing little damage. They were the only two able to attack Lagos without sustaining life-threatening injuries.

“Rarity,” Celestia said, pointing a hoof at the shield. The strained unicorn’s legs were quivering in pain as she absorbed yet another blunt hit from Dash—her white body, which was usually flawless, was becoming more and more bruised, and the cut on her shoulder was bleeding steadily.

“Cadance, stay with her and support her with healing magic,” Celestia ordered. “Sister, come with me—we need to assist them!”

“Do you have a plan?” Terra asked, watching Cadance nod affirmatively and gallop towards the shield. Terra looked over Lagos carefully. “I’m not seeing any weak points in his armor…”

“His belly,” replied Celestia, pointing a hoof at the monster’s chest. “Strike at his shield, with everything you can safely muster! As soon as we can break through it, his softer belly will be exposed!”

“Search for Luna and Swirly,” Terra ordered, spreading her wings. “You can teleport them back here—I cannot. I will weaken the beast’s armor... Hurry!”

Celestia nodded at her, and the two alicorns took flight in opposite directions. Terra flew over the shield, where Cadance had already begun relieving Rarity of her injuries.

“Thank you, p-princess,” Rarity politely said, fighting the burst of pain accompanying Lagos kicking Applejack away. Her hat having flown off in the process, the furious pony galloped back at him, tackling his kneecap. “…I’m not sure how much more of that I could’ve taken…”

“I’m glad we don’t have to find out,” Cadance replied, her horn glowing bright cyan as she healed the bruise on Rarity's chest.

“…Blasted healing magic,” Starswirl muttered, his eyes darting across a scroll on the ground next to him.

On his other side, Luna was lying in a pool of golden blood, which was streaming freely from a deep gash on her right shoulder. She was barely conscious, and her breathing was labored—she opened her eyes, looking around helplessly and trying to form words.

Starswirl casted his spell, trying to emulate the scroll next to him. Luna's wound decreased in size, but it continued to bleed despite his efforts.

“Blast it all!” Starswirl shouted angrily, dematerializing the scroll. “I’m not losing you to a stupid barbarian! Forgive me, Luna dear, I’m sure this’ll fade eventually…”

He closed his yellow eyes and began casting another spell. This time, his hat began to glow a very solid shade of blue, and forks of purple lightning began to streak from his body—one of the bolts struck Luna’s wound, which suddenly burst into a brilliant purple blaze. She let out a bloodcurdling scream, and her eyes shot open as she started to struggle.

“I’m so sorry,” Starswirl said quietly, watching her scream in agony. The bleeding stopped, leaving her wound charred black—it had been cauterized.

The purple fire immediately vanished, and Luna stopped screaming, attempting to form words again.

“I can’t… we…” Luna tried to speak, but she was losing consciousness. “Ss…Swirly…”

“It’s over, you can rest now,” Starswirl reassured, breathing heavily. “He will pay for this, don’t you worry…”

“…I… …thank…” Luna closed her eyes, and her breathing became slow and shallow.

Too exhausted to teleport or fly, Starswirl contacted Trajo, who informed him of the team’s ensuing battle with Lagos.

"What about Celestia?" Starswirl asked. "Where is she?"

"Subject: Celestia. Location: North of Lagos. Status: In flight."


Starswirl used what little energy he had left to conjure a bright blue flare, which he fired into the sky.

From several miles to the northwest, Celestia saw the blue projectile streaking through the air. She immediately teleported towards it, swooping downwards as soon as she saw Luna and Starswirl.

“What happened?!” she asked frantically, landing and placing a hoof on her sister’s neck, checking for a pulse. It was present, but weak. “Did Lagos strike her?”

“That he did,” breathed Starswirl. “Struck her square in the shoulder. His blade’s poisoned, too—it’s some kind of outlandish mind-numbing brew. She needs proper healing magic as soon as possible…”

“I’ll get us to Cadance,” said Celestia, taking a deep breath. Her horn glowed brightly, causing them to dematerialize with a golden CRACK, reappearing a mile away to the southeast. She continued to blink-port the pair until they reached Shining Armor’s shield, rematerializing next to Cadance, Rarity and Twilight.

“Hang tight for a moment!” Cadance told Rarity, quickly noticing that Luna was gravely wounded. She turned and focused the healing magic on her injured aunt.

Twilight spotted an opening in Lagos’s armor, and fired a large cone-shaped burst of purple magic directly at it. A large number of scales flew from his skin, and he roared vengefully. Ignoring the impact of one of Terra’s rocky attacks, he fired his bladed arm at the shield, causing the entire dome to crack—it appeared to be inches from shattering.

“What’s wrong with her?” Cadance asked, pouring cyan magic into Luna’s cauterized wound. It started to close up, leaving a large scar of lighter-colored indigo skin as it progressed.

Celestia started to speak, but was interrupted by the sound of another massive impact on top of the shield. Lagos had batted away a large boulder that Terra had thrown at him, forcing it to crash into the shield. Armor had repaired it enough to keep it from shattering, but another strike would do him in.

“His blade is poisoned,” Celestia replied quickly, facing Rarity. “Who else has been cut by it?”

“Rainbow Dash got hit by the blunt end, but-“

“Help!” Soarin’ frantically interrupted—he and Aeon flew into the shield, carrying an unconscious Spitfire. “You’ve gotta help her!”

“She took a hit from the poisoned blade as well,” explained Rarity, grunting while she absorbed a blunt strike from Terra—Lagos had refocused his attention on her. The furious alicorn burst out of the ground before Fluttershy could heal her, showering the area around them with debris.

“Poisoned?” Aeon questioned, as Soarin’ placed his unconscious teammate next to Luna. “But Fluttershy’s healed her, shouldn’t that cure it?”

“…I’m not sure. If she didn’t know it was there…” Starswirl pondered breathlessly. He turned towards Cadance. “Are you having any luck, princess?”

“…I can’t find it,” Cadance said worriedly, her cyan magic spreading throughout Luna’s body. “This doesn’t make any sense! Her body’s responding as though nothing’s wrong!”

“It’s not recognizing the presence of the poison,” Celestia told her, her heart sinking as she realized what that implied. “Healing magic works by accelerating the body’s natural regenerative abilities, but if the body thinks nothing is wrong…”

“Sickening that somepony would develop such a brew,” Starswirl interjected angrily. “But I might have a solution… If I can get a definite sample of the poison, I might be able to lock on to its individual particle structure and teleport it out of her system...”

“How is that even-“ Twilight’s second-guess was cut off by a sharp squeal of pain from Rarity. She had absorbed a direct slash from Applejack, and a large cut was now forming on her chest. Cadance huffed in frustration and turned her healing magic from Luna back to Rarity.

“Arcane magic,” said Starswirl, tapping a hoof against his hat and looking at Twilight. “All I need is a sample of the poison!”

“Looks like too late to get one from Applejack,” Aeon told him, watching Pinkie bounce over to her friend and heal her with a stream of blue magic. “We’d better get her over here, she won’t be conscious for long! Soarin’, come!”

“…But…” Soarin’ protested, looking nervously at Spitfire. “…Gah!”

The two pegasi darted out of the shield and off to the right, approaching Applejack and Pinkie Pie at a wide angle, trying to avoid the attention of Lagos. Having knocked Applejack aside, he had resumed cleaving boulders in half while Terra hurled them at him.

“How can we get a sample while he’s swinging that blade all over the place?” Twilight asked, firing several bolts of purple energy towards Lagos, who had turned slightly to the right to face Applejack and Terra. The bolts that struck his scales did minimal damage, and the bolts that struck his armor were deflected away.

“While it’s attached to him, we’re outta luck,” Starswirl explained. “But as soon as he fires it again, I’ve got a little surprise for him!” Aeon and Soarin’ returned with the clueless Applejack, who was complaining to get back into the battle.

“Ah… don’t know what… yer talkin’ ‘bout!” Applejack protested weakly. The pegasi set her down next to Spitfire and Luna. “Ah’m… oh… kay… Ah’m…”

She collapsed onto her stomach, remaining conscious but breathing heavily.


“Ashton, d’ya got any rope?” Ironmane yelled over his shoulder at the yellow pony—he hurriedly checked his saddlebags.

“Ah’ve only got one coil left!” Ashton yelled, pulling it out with his teeth. “Whaddya thinkin’?”

“I’ve got an armor-piercing bolt,” the sergeant replied. “If I shoot him in the thick scales on his back, he might not feel it! Problem is, I cant tie this one up, or it won't get enough torque to pierce his scales! Can you lasso the bolt once it's stuck in him?!"

“Hi guys!” Pinkie cheered, appearing behind them. “AJ had to go, so I thought I’d see what’s up!”

“Better question,” Ragehoof interjected, ignoring the pink shenanigan that bounced to his left. “What’s that going to accomplish?”

“Get us up onto his back,” Ironmane said bluntly, not shifting his attention from Ashton. “The bolt’s a foot long, and it’ll be embedded at least halfway! Can you lasso that?”

“You betcha!” Ashton replied—Ragehoof scoffed at him.

“You’ve gotta be kidding me!” he yelled. “How are you gonna get the bolt to stick out at the right angle? Grow wings, and fire it from above?!”

Ironmane didn’t reply; he altered his course and started approaching Lagos from behind. The monster was too busy swinging at Rainbow Dash to notice the sergeant’s approach.

“Can he grow wings?!” Pinkie asked curiously—Ragehoof rolled his eyes. “That’d be so awesome!”

Ashton started tying his rope into a lasso with his teeth. The ground team altered course to catch up with Ironmane, who had come to a complete stop roughly thirty yards from Lagos’s back-left side. He flipped open his collapsible crossbow, and ejected the pre-loaded bolt from its firing chamber. With his other hoof, he reached back into his saddlebag and fumbled around for a bolt that was much larger than the others.

The bolt he produced was very large, jet-black, and extremely sharp. He loaded it by dropping it into the muzzle of the crossbow, and aimed his weapon upwards.

“What’s he doin’, aimin’ like that?” Ashton asked, watching the sergeant fire. “He just wasted the shot!”

“No, he didn’t,” Ragehoof corrected him quietly, pointing a hoof into the bright blue sky and trotting to a stop. “..He lobbed it… not bad…”

“Ooh, like a water balloon!” Pinkie exclaimed, her head rotating upwards and watching the bolt carefully. It followed a wide arcing path, and sunk into Lagos’s back just as Terra struck his head with another boulder.

“Ah stand corrected! Good shootin’ partner!” Ashton exclaimed, fixing his eyes upon the sleek black bolt—it now stuck out of the monster’s scales, gleaming in the sunlight. “Ah’ll hold the rope while y’all get up there!”

“…Good luck, then,” Ragehoof replied. The rodeo champ started swinging the lasso over his head and galloping towards Lagos. With Ashton at the lead, the ground team approached Lagos’s back-left side, dodging a shower of rock when the monster clashed with Terra again.

Ashton threw the lasso as soon as he was in range, landing the large loop around the bolt.

“Bullseye!” Ashton shouted triumphantly, pulling the rope taut. It was now a direct line between him and Lagos’s back.

“Hold on,” Ragehoof said, as Ashton motioned for Ironmane to start climbing the rope. He turned to Pinkie. “You, you’re the lightest. Go first. Get up there and hold the rope, make sure it doesn’t slip off.”

“Okie dokie lokie!” Pinkie agreed, bouncing past him and looking at the rope. “Hmm…”

“Climb it upside down,” Ironmane explained, trying awkwardly to demonstrate with his hooves.

“Clamp yer hooves against the rope ‘ta keep from slidin’,” Ashton tried to add. The confused Pinkie looked at the both of them.

“Ugh, how do we explain it to this airhead…?” Ragehoof thought, watching Pinkie try to jump onto the rope. She slid down, bumping into Ashton’s face. As soon as she fell, Ashton was jerked forwards from a sudden jump by Lagos, sending them both flying.

“Can’t I just walk it like a tightrope?” Pinkie asked, nursing her two front hooves, which had gotten rope burn from sliding.

Ironmane, Ashton, and Ragehoof looked at each other hopelessly, but their jaws dropped wide open as Pinkie hopped on top of the rope, balancing herself perfectly.

“That’ll work just fine!” Ashton laughed in amazement, coiling the end of the rope around his forearm and holding it as tightly as he could.

“Mmhmm!” Pinkie smiled, casually walking along the rope. She ducked her head to avoid a large chunk of rock that bounced off of Lagos’s shoulder guards. Once she reached the top, she hopped off, landing on Lagos’s scaly back.

“Alright, uh… hold it tight!” Ragehoof yelled up to her, jumping onto the rope. He twisted his back legs together above the rope, and used his front hooves to pull himself upwards. As soon as he reached the bolt, he struggled to get his grip on Lagos’s body.

“Ally-oop!” Pinkie cheered, coiling a hoof around his chest and tossing him upwards. Ragehoof let go of the rope and landed on Lagos’s back next to Pinkie, staring at her disbelievingly.

“Well then…” he thought. Pinkie grinned and turned towards Ironmane, who was on his way up the rope in the same fashion. “…I guess she’s not a total waste after all...”

Ironmane’s eyes widened in surprise as Pinkie repeated the process, lifting the heavily-built and heavily-armored stallion from the end of the rope and onto Lagos’s back.

“Ah’ll keep the rope ready for y’all!” Ashton called up to the rest of the ground team, refusing to let go of the rope as Lagos lurched forwards, dragging the rodeo champ along with him.

“What the?” Dash wondered aloud, her attention having diverted to the poufy pink pony that was balancing on Lagos’s back. She spotted the other ponies that were starting to climb up his scales.

“They’re crazy!" Dash yelled. "...Well… I knew Pinkie was crazy, but they are too!”

Dash banked around and took another swipe at Lagos’s face, keeping his attention from diverting as he struck Terra into the ground yet again. Without waiting for Fluttershy to fly by and heal her, Terra burst from the ground again and started screaming angrily.

“Whoa!” yelled Dash, swooping around and stopping just outside of Lagos’s swinging range.

The bright sky had suddenly started to darken—black, billowing storm clouds formulated out of thin air and coalesced above the battlefield. Thunder began to rumble loudly, and bolts of lightning jumped from cloud to cloud above Terra, whose eyes were shining pure white as she screamed.

“She’s gonna get us killed!” Ragehoof yelled angrily, holding on to one of Lagos’s spines as the ground began to rumble violently.

Bolts of lightning streaked from the sky and struck the monster’s armor, but he ignored it and lifted his right arm, aiming it directly at Terra. She hovered in place between him and Shining Armor’s shield.

“His scales aren’t conducting the lightning!” Aeon shouted, watching the bolts continue to careen off of Lagos. Realizing she couldn’t hear him, he soared out of the shield and to her side. “Terra! You need to m-“

Lagos fired his arm directly at Terra, but she did not move. She instead summoned a massive column of stone, which jutted out of the earth below, trying to block the projectile before it reached her. His bladed arm broke through the column and grazed her neck at a reduced speed, causing a small cut in her rock-hard skin.

As soon as Lagos started trying to reel his projectile arm back in, Twilight fired a series of projectiles at the chain that attached it, causing it to break in half. The remainder of the broken chain rapidly reeled into Lagos’s arm socket, and he roared angrily upon realizing it had broken.

“Stop!” Aeon yelled to Terra—she was starting to split the ground beneath herself, preparing to assault Lagos with a molten attack. “Terra, you’ve been poisoned! You have to-“

Glowing molten rock had begun to well through the crack, but it slowed to a halt in midair. Terra’s screaming subsided, her eyes stopped glowing, and she breathed heavily as she tried to remain afloat. Something seemed to be draining her energy.

Using the curved blade on his left arm, Lagos started swinging at Rainbow Dash, who had resumed attacking him as soon as Terra’s attacks ceased.

“Blast it all,” Aeon muttered—Terra’s wing speed ceased to keep her afloat. He dove swiftly and caught her, struggling to carry the dizzy alicorn towards the shield. He placed her with the other poison victims.

“We’re running out of options here!” Ragehoof shouted to the other ponies as they struggled to remain balanced on Lagos’s back. “How can we bring this guy down!?”

Ironmane pulled his crossbow from his saddlebags, flipping it open and aiming it at the back of Lagos’s neck.

“Whoa, whoa!” Ragehoof protested, pushing Ironmane’s crossbow away. “That’ll just make 'em mad!”

“You’re the one who said we’re running out of options!” Ironmane argued vehemently. “What’s your brilliant idea?”

“...Maybe if we can-“

“Ooh, lookie!” Pinkie called out curiously, poking her head into Lagos’s shoulder guards. “There’s a whole bunch’a shiny stuff in here!”

Ragehoof looked at Ironmane, who shrugged. The two stallions scrambled across Lagos's back and over to Pinkie, who pulled her head out of the shoulder guard just as Lagos swung upwards again.

“See?” she asked, pointing a pink hoof towards the armor’s exposed underside.

“These chains,” Ragehoof said curiously, scanning the chrome network of chains and gears. “They hold up his chest plate!”

“Without that chest plate, he’s vulnerable!” Ironmane exclaimed. “Can we break those chains?”

“The chains holding up his armor are tempered titansteel,” Ragehoof replied, looking over Lagos’s shoulder at the chains that suspended his massive chest plate. “...Nothing can break those… Titansteel is nearly invulnerable once it’s cooled… But this mechanism that reels it is just regular steel!”

“So if we break the reel, it slides away like rope on a pulley!” Pinkie cheered.

Ragehoof stared at her for a moment, blinking twice. “…Exactly!” he said, lurching as Lagos swung at Dash yet again. “We’ll need something forceful, like…”

“An explosion?” Ironmane asked, pulling a small gray block of clay-like material from his saddlebag.

“You can make play dough explode?!” Pinkie asked in awe. Ironmane grinned at her and shoved the gray block into Lagos’s shoulder guard, firmly planting the material in the center of the reel.

“Get yourselves outta here, I’ll set it off,” Ragehoof said, pushing Pinkie towards Ironmane. “Pass me your crossbow!”

Ironmane hesitated, glancing at his crossbow and back at Ragehoof.

“Head down the rope, get Ashton, and run!” Ragehoof yelled. “Don’t wait for me! Go!”

Ironmane nodded curtly, tossing his crossbow into the air and grabbing Pinkie. He pulled a bronze bolt from his saddlebag, holding it over the rope as he jumped onto it.

“Weeeeeee!” Pinkie cheered, holding on to Ironmane’s hind legs as they sailed down the rope, using the bolt as a zip line.

“But he’s still-“ Ashton’s protest was interrupted when Lagos suddenly bucked forcefully, causing the heated and frayed rope to snap.

“He knows what he’s doing!” Ironmane yelled, galloping away. “C’mon!”

As soon as Dash saw Pinkie, Ironmane, and Ashton galloping away from Lagos, she soared away from the monster’s head, flying out of his range towards the east.

“Let’s get that chunk’a junk off your chest,” Ragehoof said quietly, firing the crossbow into Lagos’s shoulder guard.

Triggered by the resulting sparks, the explosive compound ignited, causing a moderately large explosion inside the plated shoulder guard, shattering the chain's reel.

“What in Equestria was that?!” Twilight asked confusedly, witnessing the explosion from Shining Armor’s shield. “That came from inside his armor!”

A large amount of chain began to slide out of his right shoulder guard, causing the shield on his chest to sag and dangle by the other chain on his left.

“His chest is exposed!” Celestia shouted, firing a large blast of golden magic at his tan belly. It singed him, leaving a large circular burn where it had struck—Lagos roared furiously in pain, fumbling his jagged left arm with the mess of chains.

Realizing that it was hopeless to fix, he lifted his weapon and struck at the chains, cutting them in half with a shower of orange sparks.

“What’s he doing?” Aeon asked, turning from the unconscious Terra and observing the monster, who was now stepping back. Lagos positioned himself in front of the metal plate that once hung on his chest, which now lay upon the ground. He drew his front-right leg backwards.

“DUCK!” Starswirl yelled, dropping to the ground and covering his head.

The rest of the team followed suit as Lagos forcefully kicked the massive plate, launching it towards them. With an ear-shattering explosion, the plate collided with Armor’s shield, causing it to disintegrate into violet fragments.


“Tw….li…” a voice yelled.

Twilight tried to shake her head clear of the shellshock.

“…et… …har...” yelled the voice—it was Celestia.

Shining Armor crumpled over in pain; the shattering of his shield had knocked him out.

Celestia yelled something incoherent to Aeon and Soarin’, and they immediately took flight. She yelled something else to Cadance, who also took flight.

“Twilight!” Celestia yelled again, helping her off of the ground.

Twilight gasped—Lagos was now wildly running at them, and he would be upon them in a matter of seconds.

“What should we do?!” Twilight asked her desperately.

“Harmonic wave!” Celestia replied, turning to Starswirl. “SLOW HIM!”

Starswirl’s hat exploded into blue light as he summoned every last reserve of his power, forcing Lagos to trip over an invisible barrier. The gargantuan fell forwards, scrambling to get up as quickly as possible.

“Ready!” Dash yelled, almost forming a sonic rainboom as she slammed into the ground next to Twilight and Rarity. Soarin’ returned with Fluttershy, and Celestia helped the weak Applejack stand up.

“Cadance, hurry!” Starswirl called out weakly—she swooped around Lagos, carrying Pinkie beneath her.

Realizing that she wasn’t going to make it, Celestia let go of Applejack and jumped into the air in front of Lagos, summoning a massive cone of golden light and directing it at his face.

Blinded by the sudden flare, the monster paused and swung wildly at the air for a moment, his green eye sealed shut as he bellowed angrily—Cadance deposited Pinkie next to the others.

Focusing and activating her Element, she and her five friends levitated from the ground and opened their white eyes, fixing them upon Lagos, who was now blindly charging at them.

“NOW!” Celestia yelled, diving out of the way. She narrowly dodged the wave of rainbow-colored magic that flooded from the Elements into Lagos’s unguarded chest.

With an explosion of white light, everyone was knocked backwards and back onto the ground.

Chapter 13 - Foreboding Night

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Having nearly passed out from producing a second harmonic wave so soon, Twilight rubbed her eyes and rolled onto her side, sitting up.

The landscape around her was torn up—craters dotted the grass for many in every direction, and cracks and fissures from Terra's attacks littered the spots in between. Rays of sunlight were poking through the weakening storm clouds in the sky, leaving sun shafts all across the Dream Valley.

“Is everypony all right…?” Rainbow Dash asked weakly, sitting up next to Twilight.

“I haven’t partied that hard since the wedding,” Pinkie giggled tiredly, rubbing the back of her head as she sat up as well. Fluttershy sat up quietly, worriedly looking to the south as Dusky landed next to her.

“Sometimes I worry about you, Pinkie Pie,” Rarity commented, leaning back-to-back against Twilight and taking a deep breath. She suddenly fell backwards as Twilight yelped and scrambled to her hooves.

“Shining Armor!” Twilight exclaimed, cantering towards her brother. He lay on his side breathing heavily; Cadance was pouring a steady stream of cyan energy into him.

“He should be okay soon,” Cadance sighed in relief, completing her diagnostic spell. “He’s just drained, like the rest of us…”

“That’s good, at least he wasn’t… Oh no! The poison!” Twilight left Armor’s side and worriedly checked Applejack’s pulse. She was still alive, but her breathing was shallow, and she had fallen unconscious after.

“Already…” Starswirl replied weakly, attempting to float past the group. “…Already on it… Nothing to worry about…” He fell to the ground a few meters away, muttering a strange word under his breath.

“Um…” Fluttershy said quietly, pointing in the direction she was looking. “…G-guys?”

“Yeah, what’s up Flutters?” Dash asked, rotating her head towards the south—she yelped.

Lagos laid there, unconscious, only a dozen yards away. His size had decreased dramatically; he was now only slightly larger than a normal pony. Though his body shape remained the same, his massive armor had not scaled down with him—it lay strewn across the battlefield.

His shoulder guards and artificial arm sockets lay to his left and right. The serrated blade, along with its entire metal socket, had stabbed into the ground and was now pointing up into the sky. The straight blade had been abandoned far behind him, and its empty socket now lay by his side.

Celestia took flight and landed in front of Lagos, approaching him cautiously. From behind the others, Aeon flew over and joined her. Soarin’ took off, looking as though he were about to follow the professor, but he paused in midair and turned around, returning to the unconscious Spitfire’s side.

“I’ve never seen anything like him before,” Aeon said curiously to Celestia. They looked down at the unconscious Lagos; his arms had grown back, and they ended with clawed hands. Though he still looked dangerous and intimidating, he no longer looked as though he could crush them with a single step.

“…A magnataur,” Starswirl muttered from behind, trying to float past them and stumbling again. “…Native to the Scorched Lands, east of Boardor… Very far south from here… South Equador, to be precise...”

“Wait, you knew all along?” Celestia asked curiously, turning to face him. Aeon flew over to help the struggling wizard.

“…Told you he looked like an oversized magnataur when we saw him from orbit,” Starswirl chuckled weakly. Aeon helped him stay afloat by coiling a hoof around his chest and lifting him up. “Thanks, friend… Get us to the blade there, would ya?”

“The poison,” Celestia realized, walking alongside them. “You can sample it from his blade?”

“Sure can,” Starswirl replied. "Gotta snag some before it dries up."

The trio reached Lagos’s abandoned projectile blade, and Starswirl used his magic to scrape a small bit of mossy green material from its tip. “This’ll do… two whole grams!” he exclaimed. “Enough to kill a grown alicorn in a matter of hours, I imagine...”

“S-say what?!” Aeon shuddered, craning his head away from the floating substance.

“Oh, it’s only dangerous if it gets in your bloodstream,” Starswirl chuckled, moving the poison away from them so Aeon would feel safer. “I can say one thing for sure—Lagos didn’t brew any of this stuff. Magnataurs have always been a primal lot... There’s no way they know this kind of alchemy.”

“…Who, then?” Celestia asked; she followed along as Starswirl led Aeon back to the others.

“First things first, let me get it out of them before it kills them,” Starswirl said weakly. “It seems to attack the mind, disrupting homeostasis at a rate slow enough to prevent the body from realizing what is happening..."

Aeon gently released him next to Luna, whose breathing was very slow and shallow. She lay next to the other unconscious poison victims; Spitfire, Terra, and Applejack.

“Attacks the mind?” Twilight asked, catching the tail end of Starswirl’s statement. She cantered over to him as he manipulated the green glob of poison in front of his face, analyzing it curiously.

“One moment, Twilight dear,” Starswirl replied, trying to concentrate. Twilight scrunched her mouth shut and watched carefully whilehis hat started to glow bright blue.

“Oh my gosh, that reminds me!” Pinkie exclaimed suddenly, bouncing to a standing position. “I totally forgot something! Be right back, you guys!”

“What’s she on about?” Dash asked, watching Pinkie bounce away—he disappeared behind one of Lagos’s massive shoulder guards. “Is everypony going nuts, or is it just me?”

“I’m well on my way, that’s for sure!” Rarity commented in exasperation, running a hoof through her mane to check for any remaining dirt. Perched in the grass between Fluttershy and Dash, Dusky cawed lowly.

“What’s that?” Dash asked, looking over at Fluttershy.

“She said she doesn’t like fighting,” Fluttershy translated quietly.

Dash raised a questioning eyebrow at Dusky, but before she could reply, Rarity spoke up and interjected. “I don’t like fighting either,” she moaned, giving up on her mane and lying flat on her back. “When will this day end?!”

Rarity wasn’t expecting anyone to respond, but a voice called out from behind her.

“It will end now,” Celestia answered, smiling at her and addressing the rest of the team. “Our next foe is twelve hours away from us, so we will use that time to rest and recuperate.”

“Could you kindly conduct your speeches a little farther from my ears?” Starswirl complained, losing his concentration yet again. Celestia rolled her eyes at him and walked towards Ironmane and Ashton, who had just joined the rest of the group.

“Your highness,” said Ironmane, standing at attention and saluting her. Ashton bowed his head as well.

“At ease, friends,” Celestia replied warmly. "We have time to rest, finally."

“Is everypony alright, princess?” Ashton asked worriedly, looking over towards Starswirl, Aeon, Twilight and Soarin’. He noticed the group of unconscious victims below them. “…Oh no!”

Celestia started to say something to Ashton, but he had already galloped past her and over towards his four motionless teammates.

“Ma’am, you were injured,” said Ironmane. “Are you well now?”

Celestia turned and smiled at him. “I am, thank you,” she replied courteously. “I noticed it was your special-issue explosive compound that revealed Lagos’s vulnerability. It should be me saluting you, sergeant.”

“With all due respect, your highness, I only provided it,” Ironmane explained. “Ragehoof stayed behind to ignite it.”

“He was there when the compound detonated?” Celestia asked, her eyes widening. She turned around and scanned the battlefield concernedly. “...What happened to him?”

Ironmane sighed heavily. “…I didn’t see him escape, your highness.”


“Hah…” Ragehoof coughed. From the wet grass he lay in, he laughed weakly, looking into the partly clouded sky. “…Guess she needed me after all…”

He coughed again, leaving his mouth open as blood welled up from his throat. The battered pony tried to move his legs, but they wouldn’t budge. Not even his neck would move, but that didn’t stop him from continuing to mumble with triumphant laughter.

“How did I know this’d happen?” he thought, watching the sun shafts in the sky continue to widen as the clouds slowly dispersed. “She probably just wanted me as a meat shield… A pawn for her little chess game…”

Though Ragehoof had thrown himself out of the way after igniting the explosives, his body had been riddled with shredded metal from the chain reel, and he had landed on his back after falling from Lagos's shoulders.

He coughed up yet another mouthful of blood, and images started flashing before his darkening eyes. A young foal was running across a grassy field, similar to the Dream Valley, jumping high into the air to catch a red Frisbee that had been thrown at him.

“Nice jump, kiddo!” a voice called out. “Let’s see if you can throw it back!”

The little red foal giggled with the Frisbee in his mouth, jerking his neck backwards and tossing it high into the air. It missed its target by a mile, clanking into a small metal pole.

“Throw it to me, silly! Not the flag!”

Realizing that he was losing consciousness, Ragehoof inhaled sharply and tried to stay awake, but the harder he fought, the faster his energy seemed to run out.

"...I learned how to aim, dad," Ragehoof said aloud, feeling something warm running down his cheek. "...I learned how to aim..."

The clouds moving across the sky started to move faster, turning into a blur of gold and grey. He started to lose all perception of time, and multicolored stars started to overtake his darkening eyesight.

Ragehoof coughed one last time, and was unable to draw breath any longer. He exhaled what little he had left, and started hearing voices again.

“Don’t wait for me! GO!” It was the same voice, but in a desperate tone. The stars overtaking his vision slowly turned into a dark haze, and the dark haze turned into billowing smoke.

All Ragehoof could see around him was blurry fire. He couldn’t see what was burning, but deep down, he knew. The fields had been torched, the house had been set ablaze, and the only thing he could see clearly—the flagpole—had been bent. Though the wind had extinguished the fire from the flag, it had been charred black, and was unrecognizable.

Suddenly, a tall silhouette pushed Ragehoof away from the burning fields.


The silhouette started growing smaller and smaller, fading into the black smoke. He galloped as fast as he could.

“Hey, silly! There you are!”

The smoke suddenly started fading, and the fire behind it brightened into a white blur. Another silhouette emerged from the whiteness—it had a wide, poufy mane.

“Wow! You’ve sprung quite the leak, mister! Good thing I’m Ponyville’s premiere pony-plumber!”

Ragehoof suddenly felt his heart burst back into rhythm—adrenaline vigorously pumped through his system—he took a yelping breath, and his darkening eyes regained their green color.

“Speaking of plumbing," Pinkie giggled. "This totally reminds me of the time me and Berry Punch had a cider drinking contest!”

Pinkie's eyes were glowing white, and azure magic was pouring from her necklace into Ragehoof’s body. The battered stallion began to see her more clearly, confused of what was happening.

“C… cider…?” Ragehoof mumbled weakly. He suppressed the urge to scream out in pain as several of his fractured bones snapped back into place.

“Yep-a-yep!” laughed Pinkie, her widely-grinning face slowly coming into focus. She paused, pensively placing a hoof to her chin. “Well, she was covered in cider, not ketchup... and she didn’t have so many holes in her!”

Ragehoof suddenly screamed in agony—he was being levitated off of the ground, and his spine was starting to crack back into place. It was more painful than anything he had ever felt. It came in little bursts, like someone was hitting each bump on his spine with a hammer.

Once the pain subsided, Ragehoof breathed heavily for a few minutes, remaining suspended in midair while Pinkie started healing some of his smaller injuries. He rotated his neck, cricking it lightly and testing each of his extremities.

“You don’t look like Berry, though,” Pinkie said, looking at him sideways. “You look more like Applejack’s brother… Except you’re a little skinnier, and you’re probably lighter too…” She trailed off for a moment, and her face suddenly exploded into an excited expression. “OOHHH! I should challenge Big Macintosh to a cider drinking contest! Whaddya think? Think I can beat him?! I bet he’s like, the world champ!”

“I… don’t…” Ragehoof breathed confusedly. “…What?” Pinkie giggled at his confusion—she completed healing him and slowly lowered him to the ground.

Ragehoof landed dizzily and spread his legs wide to keep his balance. Breathing heavily and staring at the ground, he tested each of his joints—they felt stiff, like he hadn’t used them for a while, but the stiffness was fading rapidly.

Pinkie’s wide eyes suddenly appeared in his field of view, and she grinned at him.

“…Thank you,” Ragehoof said quietly, closing his eyes and taking a deep breath. “You saved my life.”

“Mmhmm!” Pinkie grinned, still looking at him expectantly. “Annnd…?”

“And uh, thanks,” Ragehoof replied, blinking at her. “…What?”

“That makes you happy, riiiight?” Pinkie asked in a singsong voice, following his head with hers as he lifted it and looked around.

“Something like that,” Ragehoof said calmly, patting her on the shoulder and walking towards Lagos’s fallen armor to the north. “Thanks again.”

“Aww…” Pinkie thought, watching disappointedly. “I WILL get him to smile! Just you wait!” Grinning determinedly, she bounced along behind him as he rejoined the group.


“...Aha!” Starswirl exclaimed, tossing the glob of green poison aside. It splattered into the grass next to Ironmane, who nervously backed away from it. “There we are!”

“You’ve done it?!” Dash asked, looking hopefully at the unconscious ponies before her.

“Is she gonna live?!” Soarin’ added. He had been sitting silently by Spitfire’s side since the battle had concluded, waiting nervously for Starswirl to be ready.

“I’ve mapped out its particle makeup and most of its variants,” Starswirl triumphantly replied. Dash looked over at Soarin’, who was staring blankly at the wizard. The explanation had flown over their heads.

“Now,” Starswirl continued, “you may want to stand back. This can be a little… Unstable.”

The concerned Elite surrounding Luna, Spitfire, Applejack, and Terra each stepped back several feet, and Starswirl started concentrating. His yellow eyes darkened, he lowered his head, and his hat started to glow bright blue. Everyone started feeling a tingling sensation in their hooves and their horns.

“The magical energies are moving so fast!” Twilight gushed. “So much flux over one spell!”

“Quite overwhelming,” Rarity sighed in agreement, feeling her horn pulse.

Forks of purple lightning started jumping from Starswirl to the unconscious ponies in front of him. One of the bolts struck the grass, instantly incinerating it and leaving a hunk of glass where it hit. The area around the wizard seemed to darken, yet there were no shadows.

With an extremely loud series of CRACKS, dozens of violet bolts streaked from his hat in every direction, causing the Elite to dive for cover. Moments later, a thin haze of dark green material appeared above the unconscious ponies.

“There it is,” Starswirl said triumphantly, opening his eyes and staring at the thin green material, which was now being suspended by a thin haze of blue magic.

“He just teleported every single particle of the poison out of their bloodstreams!” an awe-stricken Twilight explained to the confused team.

Starswirl chuckled, condensing the poison into a little glob. “Every single particle may be an overstatement,” he told Twilight, turning to the rest of the team. “I can say with relative certainty that I’ve removed enough to make it non-lethal.”

“So… They’ll be okay, right?” Dash asked uncertainly, nudging Spitfire—she didn’t move. “…Right?”

“Give them a few hours to recover, for pony's sake,” Starswirl chuckled. “Their brains were just flooded with a foreign neuro-paralytic, and it’s been removed at the speed of light. It’ll take some time for them to readjust!”

“Right, readjust,” Dash laughed awkwardly. “…I wasn’t worried, I knew you had it under control!”

Starswirl and Twilight laughed along with her, until they were suddenly interrupted by the sound of something slamming into the ground nearby.


“I think it’s time you TALKED,” Ragehoof spat, kicking Lagos in the chest. The magnataur had stood up momentarily, only to be tackled to the ground by the vengeful earth pony.

“Go on,” Ragehoof muttered, looking into Lagos’s barely conscious face. “Talk... SQUEAL!”

“Ragehoof, stand down at once!” Celestia ordered, taking flight and swooping towards him—he was pushing Lagos’s face into the grass.

“He almost killed me,” Ragehoof reminded the princess furiously. “He almost killed all of us!”

“But he didn’t,” Celestia replied firmly. “Stand. Down.”

Ragehoof kicked the magnataur’s chest once more before stomping away.

Celestia walked up to Lagos and used an aura of golden magic to lift him and hold him in midair, restraining him from any sort of movement. “Lagos, you are charged with attempted murder,” she said coolly. “How do you plea?”

The bruised magnataur bared his teeth and roared something unintelligible at the princess.

“Katra zil shukil… Sheet-sah!”

“Magnataurs don’t speak Equish,” Starswirl told her, floating past the group and hovering next to Lagos. “Most of them have probably never even seen an equine... We may not be able to commune, unfortunately...”

“...Starswirl, what of the communication method you use with Trajectorus?” Celestia asked him, as the rest of the team looked questioningly at her. “Can you use that on him?”

“That’s…” Starswirl started quietly, shaking his head. “…No. I don’t feel comfortable doing so.”

“Why not?” Celestia asked; the confused stares shifted from her to Starswirl.

“Directly interfacing with a weakened sentient grants me unrestricted access to their consciousness,” Starswirl said flatly. “I refuse to do it with one who does not consent. It is unethical on every level.”

“So you can read his mind…?” Ragehoof cut in, almost scoffing. “But you’re not going to, because it’s unethical? Mind if I ask why?!”

“Yes, you may,” Starswirl replied bluntly. “And that’s exactly why it’s so wrong. When he’s weak like this, I can not only read, I can also write... It’s a direct abrasion to free will...”

“So you’re just not gonna do it?”

“I would sooner die than violate the sanctity of free will. It’d make a mockery of all that we stand for.”

“We won’t be able to stand for much when Equestria is burning to the ground,” Ragehoof seethed, walking away. “Your ethics could let somepony that isn’t so ready to die get killed.”

Starswirl’s yellow eyes followed Ragehoof in contempt as he walked away.


“…Do you not have some semblance of control over this… Ability?” Aeon pondered after several seconds of awkward silence.

“Certainly,” replied Starswirl, turning to the professor. “I have much control over it. That’s part of the problem, don’t you see?”

“I do, but you mentioned consent earlier... What if he were to consent?” Aeon asked, looking at Lagos—the magnataur bared his teeth angrily.

“Well, that’d be different, yes, but how can he consent if he cannot understand us?”

“How do we know he cannot understand us?” Celestia asked, having remained silent for a while. Aeon and Starswirl looked at her curiously.

“Well, I had assumed, I suppose,” the wizard admitted, scratching the back of his head. “…It’s obvious he can’t speak Equish, else he would likely be hurling insults at us, judging from his demeanor…”

“There’s an easy way to find out,” Aeon told them, flying over to where Lagos was suspended in a haze of golden magic. The professor’s purple eyes intensely gazed into the magnataur’s sunken green eyes for a moment.

“Lagos,” Aeon said clearly, pointing over his shoulder. “That gentlecolt over there can translate your insults into our language. Would you like him to do so?”

Lagos bared his teen furiously, and resumed roaring incomprehensible syllables.

“Manach sheek-thrish! Reesh, hokta!”

“I’m sorry, what was that?” Aeon asked, placing a hoof against his ear. “Didn’t catch that. Mind if Starswirl translates? You can just nod your head if you want him to.” The professor demonstrated nodding his head.

The raging magnataur paused for a moment, glaring angrily at Starswirl. Slowly, he lifted his head upwards, dropping it down seconds later.

“Consent,” Aeon said, hovering away from Lagos and looking over at Starswirl—his eyes were mildly wide with surprise.

“Well then,” Starswirl chuckled, clearing his throat and floating over to Lagos. “What do we have to say? Something other than insults, I hope?”

Lagos glared angrily at Starswirl as his hat began to light up. A light blue aura started to surround the magnataur’s head as he stared into Starswirl’s yellow eyes.

“Interesting,” the wizard piped up, after a few moments of silence. “...Whoever made him like this sent him to Equestria to slay Discord…”

“He’s an assassin?” Celestia asked in shock—many of the team gasped in surprise as well.

“Sent to slay Discord,” Starswirl repeated, as though he barely believed his own words. “Remember Discord told us he led this poor fool to Tartarus, and trapped him there? He didn’t even know he’d been trapped! Forty six hundred years passed in the blink of an eye, and he has no idea... He thinks we’re guardians of Discord!”

“Tell ‘em he’s wrong!” Rainbow Dash shouted. “We don’t like Discord at all!”

“Aw, Dashie!” said Discord. “That hurts!”


The team immediately whirled around to face the translucent draconequus, who had just silently materialized next to Dash. She swung at him, hitting nothing but air as her hoof passed through his face.

“Chaos hurts too,” Starswirl replied before anyone else could say anything. “It drives ponies to do crazy things, Discord. Crazy things, like sending hexed magnataurs to assassinate somepony, and anything that gets in the way…”

“Chaos is an unappreciated art, Swirly,” Discord laughed, twirling in place. “But can your scientific mind truly appreciate art?”

“There’s only so much artistic value in soap roads and chocolate rain,” Twilight replied in annoyance, walking up to Discord’s projection. “It gets old after a few minutes...”

“Ah, but I was just getting started!” Discord cheered. Lagos turned his head and saw the projection, starting to wildly flail his arms and legs. Discord grinned at the magically restrained magnataur. “Aw, look! He’s missed me!”

“Nopony misses you, Discord,” Celestia told him coldly. “Be gone. Lagos is our problem now.”

“One of these days, you’re going to realize how ironic this is,” Discord told her dully. He produced a nail file, and started using it on his clawed eagle’s hand.

“How ironic what is?” Twilight asked, looking up at him angrily.

“You’re a smart girl, Twilie, you’ll figure it out,” Discord grinned at her. He tossed his nail file aside and teleported over to Lagos. “I wonder what you’d do to me if you could catch me,” he laughed; the raging creature bellowed more incoherent syllables at him.


“He’d feed you your appendages,” Starswirl pleasantly told Discord. “Or at least I hope he meant appendagesEugh. Brainwaves got a little fuzzy there. Not sure I want to know what he meant...”

“This is what makes me gag about all of you,” Discord said, sticking his tongue out. “Nothing but good over here,” he indicated the Elite, “nothing but evil over here,” he indicated Lagos, “and neither of you are any fun! Such drudgery!”

“Nuh-uh!” Pinkie suddenly argued, hopping over to Discord. “We’re more fun than you! I can prove it!”

“Oho, a challenge!” Discord replied excitedly. “Such a shame I can’t take you up on that! If I do, I’ll be taking Rainbow Road straight to Bedrock! Good try, though. Gold sticker, dear friend.”

“Well, I almost got ‘em!” Pinkie shrugged, grinning and hopping away.

“Perhaps there’s hope for you yet,” the draconequus laughed, placing his ear next to his wristwatch. “Time shall tell! Until then, a visit with an old friend is quite overdue!”

“Goodbye, Discord,” Starswirl told him, waving a hoof dismissively at the projection.

“Toodle-oo,” Discord replied cheerfully. He turned into a haze of smoke, and evaporated into thin air.


“Well that was random,” said Twilight, turning back to Celestia. “What should we do with Lagos, princess?”

“Where did you say magnataurs are from, Starswirl?” Celestia asked the wizard.

“The Scorched Lands, east of Boardor,” he explained, looking at the furious creature. “Should be a few hours’ blink-port from here. Think he needs a trip home?”

“He does,” the princess replied, walking over to Lagos and facing the group. “Everypony, listen up! I am going to take Lagos far from here, and he shall not return to Equestria. Darkstar the Crazed will arrive in eleven hours… Make camp nearby and rest—we are all going to need it.”

Celestia nodded at the group once more before dematerializing herself and Lagos in a CRACK of golden energy.

The Elite began to disperse, with the exception of Twilight. “Where are the Scorched Lands?” she asked Starswirl. “I’ve never heard of it, or Boardor…”

Starswirl floated in her direction. “Equestrian literature never says much about the lands beyond the Eastern Kingdoms,” he laughed, hovering across from her. "It's a big world out there."

Aeon hovered over to join them, his curiosity having been peaked as well. “I know of Prance and Germaneigh; they border us to the north,” he added. “The Griffon Kingdoms to the east, the Badlands and Mulecico to the south… But other than that, little tells of the rest of the world...”

“And that’s all just a portion of the North Equador continent,” Starswirl chuckled, stroking his beard. “You’d be surprised just how small Equestria is from space!”

“…You’ve been to space?” Twilight asked, her jaw dropping open.

“…Bah, utterly tactless!” Starswirl told Aeon; he grinned knowingly. “I never imagined Celestia’d be so right about me. Come, Twilight, let’s set up camp—I promise you a fair amount of story time once everypony’s settled in!”

Twilight nodded excitedly and galloped away from them, using her magic to hurriedly conjure a super-sized purple canvas tent over the team. Moments later, she started conjuring pillows to place beneath the heads of the recovering poison patients.

“I shall look forward to it myself,” Aeon said curiously, parting ways with Starswirl to adjust the center pole of the unstable tent Twilight had hurriedly conjured. The wizard chuckled and floated towards the recovering poison victims.

Cadance lay next to them, and a pillow with Shining Armor’s head on it rested upon her forearms. She was channeling a steady stream of pain-suppressing cyan magic onto Armor while he recovered.

“Will it heal all the way?” Cadance asked Starswirl nervously. She indicated Luna’s scar, which was now a large blot of lighter-colored blue skin.

“In time, it will,” he replied somberly. “Her traditional black necklace will hide it nicely. I doubt you’ll even see it once she conjures herself another one.”

“Mmm,” Cadance nodded, looking over at her unconscious mother for a few moments. She paused for a moment, lost in thought. “My mother… There’s still so much about her I don’t know.”

“She’s not good at telling stories,” Starswirl laughed, his voice becoming more upbeat. “Get her started and she’ll wander down memory lane for hours before she even speaks the second word.”

“I can’t help but think… Something horrible must’ve happened…” Cadance sighed quietly.

“Your insight serves you well,” replied the wizard, floating to the opposite side of Terra and looking directly at Cadance. “Your mother made Celestia promise that she’d never speak of your origin.”

“That makes sense, I guess,” Cadance replied. Sensing that Armor was no longer in pain, she stopped casting her spell and paused for a moment, realizing what Starswirl was hinting at. “…Wait, do you know what happened?”

“I do.”

“Can you…?”

“Are you sure you wish to hear it?” Starswirl interrupted. “I’m all in favor of knowing the truth, but she chooses not to speak of it for good reason...”

“Whatever it is, I really do want to know,” Cadance replied in earnest. “I can handle it, I just… I can’t bear pushing her to talk about it. I can tell it’d break her heart… She couldn’t even begin to tell me why she left when we were reunited in Canterlot.”

“Very well, come with me, dear,” Starswirl sighed, floating out of the tent. Cadance carefully removed her forearms from beneath Armor’s resting head and stood up, following the wizard away from the ears of the others.


Thousands of miles to the southwest, with a powerful CRACK of golden light, Celestia and Lagos materialized in a strange foreign land. The terrain was flat and barren, dotted by several dead trees reaching into the dark, smoky sky above them.

Three volcanoes towered in three different directions. To the north, there stood one that was large and very far away. To the east stood a wide-topped volcano with a ring of black smoke around its top, and to the south was a smaller one that had visible streams of molten rock running down its side.

The Scorched Lands were on a completely separate continent from Equestria.

“This is where you come from, is it not?” Celestia asked Lagos, as he angrily recovered from the teleport. He did not reply—he only glared at her.

Celestia took a deep breath. The air was acrid and thick, and it made her nauseous just breathing it. “Your mission to assassinate Discord is over,” she told him, looking away from his green eyes and towards the glowing volcano to the south. “He is no longer a threat to you, or anything of this world.”

Lagos narrowed his sunken eyes at the princess, saying nothing. It was clear that he didn’t believe her.

“Whoever or whatever sent you on your mission has probably been dead for thousands of years now,” Celestia continued, looking at him from the corner of her eye. “When Discord trapped you, you were sealed away for longer than I have even been in Equestria. It has been over forty-four hundred years…”

The magnataur sighed heavily, turning his head to look towards the same volcano as Celestia. For the first time, his expression did not show rage; it showed a distant disconnection.

“We have punished Discord for his crimes, and he continues to exist as but a prisoner to us,” said Celestia, turning around to face him.

Lagos narrowed his eyes and muttered, “Shukil.”

Though Celestia didn’t understand the word, his expression translated it for her.

“In Equestria, death is never used as punishment,” the princess explained firmly. “Never. We are above such actions. Criminals are imprisoned; murderers are banished. Those who are too dangerous to banish from the kingdom are banished to the moon. Tartarus used to be a last resort, but it is no longer.”

Lagos winced at the name, but blinked slowly and looked away from the princess.

“Discord was many things, but never a murderer. He is a criminal—he was imprisoned as such, and he shall be again,” Celestia told him. “Your mission to end him is no longer required. You are free.”

He looked from the volcano to Celestia for a few moments, and then back to the volcano. His expression had changed to something that seemed almost neutral. He spoke two words.

“Thal’kituun… Inicros…”

Slowly at first, but building in speed, he started to walk south towards the volcano.

“Farewell, Lagos,” said the princess, bowing her head at him as she started to glow with a golden aura of magic. “Go in peace.”

Lagos did not look back as she dematerialized in a crackling burst.


The sun had just begun to set. Its fiery orange light was reflecting on a lone teardrop, which slowly traveled down Princess Cadance’s trembling cheek.

“Starswirl?” Twilight called out, poking her head out of the large purple tent. “Hey guys!” She ambled over towards the pair, gasping when she realized that her sister-in-law was in tears. “…Cadance? Are you okay?!”

“Y-yes… I’m just…” she exhaled heavily, wiping her eyes with her forearm.

“What’s wrong?” Twilight asked, approaching the tearful Cadance and hugging her.

“My father…” she said quietly, sniffling and returning the embrace. “…He was the… the mayor of Bridlemore, Sir Dartmoor Hoofington…”

“Oh my gosh…” Twilight sighed, her heart sinking—she held Cadance tighter. “I had no idea…”

“Quite the respectable stallion from what I’ve read,” Starswirl said quietly, materializing a white cloth and passing it to Twilight. “Never had the pleasure of meeting him, but it’s easy to tell he was well-loved in the community. Re-elected eight times in a row by overwhelming majority!”

“I’ve read about him too, Cadance,” Twilight added, dabbing the cloth against Cadance’s eyes. “But I don’t need a book to know he was a good guy. You’re his daughter, that says a lot more than a book ever could!”

“Twilight Sparkle just said she doesn’t need a book?” Cadance laughed weakly through her tears. “Who are you, and what’ve you done with my sister?”

“This is a special case,” Twilight laughed back, feeling a lump in her throat; tears were forming in her eyes as well.

“Do you feel better now that you know the truth?” Starswirl asked, after giving them a few moments of silence.

“I do,” Cadance replied, opening her glistening eyes and smiling at him. “…I understand why it’s so hard for mother to talk about it… I can’t imagine what she’s been through...”

“None of us can,” said Starswirl. “...Now that you know that, there’s something I must ask of you…”

“What’s that?” Cadance asked, letting go of Twilight and turning to face him.

“When Darkstar arrives tomorrow, stay by her side,” he said quietly. “I fear he will again try to break her spirit. It was you that kept her going before—even though you didn’t know it—and it must be you who keeps her going again.”

“I’ll stick to her like glue,” the young princess declared. “That menace won’t lay a hoof on her.”

“I admire your bravery, but there’s another thing you must know,” Starswirl said grimly. “I’m not sure what kind of effect necromancy will have on you…”

“What do you mean?”

“Well, remember, when Terra fought Darkstar, she was carrying you the whole time… You were exposed to a highly concentrated form of death magic before you were even born. It should have killed you…”

“Death magic?” Twilight shuddered.

“It’s a simplified term for using necromantic energy to kill somepony,” Starswirl sighed. “It attacks the metaphysical link between your body and soul, and disconnects them…”

“It didn’t kill me,” Cadance gulped. “...But you think it did do something to me?”

“Precisely,” Starswirl confirmed. “And I have no idea what, but it cannot possibly be good... Death magic can kill non-immortals instantaneously…”

“That’s all of us except for you and the alicorns,” Twilight nervously added. “How can we fight him if he can beat the rest of us so easily?”

“Preparation,” the wizard replied, regaining his cheerfulness. With a flash of blue magic, he materialized two pieces of golden jewelry; a golden ring with several green gems embedded in it, and a golden necklace with similar adornments.

“What do these do?” Cadance asked, looking at the floating accessories—she felt a faint tingling sensation in her horn. “They’re giving off an odd magical presence…”

“They’re anti-necrotic focusing lenses,” Starswirl explained enthusiastically. “The ring is for Armor’s horn—his barrier spell will be specially powered to keep Darkstar and his necromantic energy out.”

“That’s amazing,” Twilight said, stepping forward to get a closer look at the ring. She turned to look at the other piece of floating jewelry. “What’s the necklace do?”

“That’s for Miss Rarity,” he continued. “I do hope she enjoys the look. I’ll have to run a few tests, but if it works properly, it’ll allow the Element of Generosity to nullify death magic on anyone it shields.”

“Can’t Rarity just shield all of us with it?” Twilight asked, looking at her reflection in the green gem. "I thought her power could encompass all of us at once?"

“Hypothetically, yes, but I’d rather not risk testing it with the entire team,” Starswirl replied cautiously. “Besides, eighteen ponies attacking Darkstar could get a little messy. I’d say a quick blast from the Elements ought to take him down! If not, Celestia, Luna, and I can safely assist you.”

“You’d have my mother and I stay back with the others?” Cadance asked, though she phrased it more like a statement. “…I guess that’s for the best…”

“Terra has so much raw power,” Starswirl musingly replied. “But she’s vulnerable, and I fear you may be as well. It’ll probably be best if you did. That’s what Shining Armor’s new bling is for, after all—you and the others can safely remain inside during the battle.”

“Don’t worry, Cadance,” Twilight told her, smiling. “My friends and I will stop him.”

“I definitely believe that,” replied the young princess, no longer showing signs of sadness. “I’ll explain things to my mother when she wakes up… when will that be, by the way? Do you know?”

“I’m guessing it’ll be another hour or so,” said Starswirl, beginning to float back towards the tent. “Come; let’s take a break from the seriousness! Did you forget my promise of story time?”

“Story…?” Twilight started to ask, remembering in mid-sentence what he meant. “Oh! Space!”

“That’s right,” Starswirl laughed, watching her excitedly break into a gallop. They entered the tent, and Starswirl floated to the center, his hat beginning to glow.

“Gather round, everypony!” he said cheerfully, creating a brilliant purple campfire in the middle of the tent. It illuminated everything with a very vivid purple, causing several of the team to sigh in awe. “Gather round! It’s story time!”

“Story time?” Fluttershy asked curiously—Dash pulled her to her side next to the campfire, across from Starswirl and Twilight. Dusky fluttered along with them.

Cadance entered the tent shortly afterwards, joining the growing audience as soon as she found Armor. Aeon sat to Starswirl’s left, and even Ironmane scooted over and sat on the outskirts of the circle.

“Oh! Are we gonna tell ghost stories?!” Pinkie asked excitedly, popping up next to Dash and Rarity. “I’ve got some good ones!”

“No, no!” Twilight hissed at her. “Starswirl’s gonna tell us about space!”

“Space? Space?!” Pinkie gushed, gasping excitedly. “Space is big! Space goes on for like, ever!”

Soarin’ and Ashton remained next to the recovering poison victims, but still perked their ears curiously when Starswirl began speaking.

“Perhaps we’ll talk about ghosts later,” the wizard laughed. “But first, I’m sure you’ve all been wondering just how Celestia and I always seem to know how far away our next foe is!”

The entire audience began nodding their heads eagerly, and Pinkie leaned so far forwards in anticipation that her mane almost caught fire.


“You see, I normally live in a cozy little cottage in low orbit over Equestria,” Starswirl explained, hushing his voice dramatically. While Twilight and Aeon gasped in awe, the rest of the audience was scratching their heads.

“For those of us who aren’t scientists,” said Rarity, “what do you mean by low orbit?

“An excellent question!” replied the wizard. “Using a number of spells, my home remains stationary in the sky, twenty-two thousand miles over Canterlot!”

“How’d you get it up there?” Dash asked disbelievingly. “How d’you even breathe?! You’ll start to freeze up if you try to fly higher than thirty miles!”

“Teleporting,” Starswirl grinned. Dash rolled her eyes at the mention of it. “Blink-porting, to be precise. And a lot of it! I had to make nearly twenty trips back and forth to build it. It’s made of enchanted marble and ebony; it’s as a telescope for space and a lookout tower for Equestria, all in one!”

“What does Equestria look like from space?” Aeon breathed. “Can you see the entire country?”

“All of it and more,” replied the wizard, gazing upwards dreamily. “Two hundred years of living up there, and the view still takes one’s breath away. I can see the edges of the neighboring continent in the far south! That’s where Zebrica is, and the Cervidan Utopia!”

“Can you see the Scorched Lands?” another voice asked from the entrance of the tent.

“Princess Celestia!” Twilight cheered, as the group quickly looked over at her. “Is Lagos gone?”

“He’s been returned to his homeland,” the princess replied warmly, smiling at Twilight and sitting down at the edge of the group. “Sorry I’ve been so long, blink-porting can grow tiresome. Please continue, Starswirl, I didn’t mean to interrupt.”

“Not at all, I’m sure,” Starswirl replied. Twilight scooted over and beckoned Celestia to join the circle.

“I can see the Scorched Lands, indeed. They’re to the south and the west, far beyond the borders of the Mulecico and the Great Salt Flats…”

“…and that’s when I met my companion, Trajo,” Starswirl continued.

Despite the interest the Elite once had, Starswirl’s stories had mostly become a three-way conversation between himself, Aeon, and Twilight. The rest of the audience had succumbed to an overwhelming tiredness—even Celestia’s eyes were starting to droop as she silently gazed into the purple campfire.

Cadance’s head rested on Armor’s back, and Dusky had comfortably buried her face in Fluttershy’s pink mane as she and Dash snoozed. Rarity was still partially awake, but hadn’t spoken in a while.

“Ah, you’ve mentioned that name before,” Aeon replied, struggling to remain awake as well. Less than an hour had elapsed, but the team was very exhausted. “He’s a friend of yours, then? And currently in your satellite, observing our enemies for us?”

“That he is,” Starswirl replied cheerfully. “Vigilant little fellow. I can communicate with him easily at any time. He’s currently watching Darkstar, and can inform me at a moment’s notice if anything happens.”

“I hope I can meet him some day,” Twilight sighed in awe. “And see your satellite, too…”

“I’d love to show you once our battles are over,” the wizard smiled. “I’ve got hundreds of books you’d probably love, and even a few scribbles I’ve written about arcane magic and such.”

“How does arcane magic work?” Twilight asked curiously, gazing into the purple fire. “What do you have to do that’s different from normal magic?”

“Remember some of your earliest lessons in magic kindergarten?” Starswirl asked musingly, looking at her sideways. “When your teachers were describing basic levitation... Remember how they’d tell you something like, feel the quill’s presence, know the quill’s weight, and tell you to lift it up?”

“Yeah,” Twilight replied, thinking way back. “But I haven’t thought of it that way in a long time, it’s all become second nature to me...”

“Just like flying,” Aeon agreed. “It starts out as flap your wings and try, but eventually you do it without even thinking.”

“Precisely,” Starswirl confirmed enthusiastically. “Now, take an advanced knowledge of physics—which I know you have, Twilight—and apply the same thing. Instead of perceiving an object, perceive the atoms that make up the object, and then dig deeper… Picture the elementary particles making up the atoms; the protons, the electrons, the neutrons… Just like the quill from kindergarten, know their presence, know their weight, know their charge and their orbit…”

“But they move so fast,” said Twilight, closing her eyes and trying to imagine keeping track of the billions of particles. “How could you possibly follow them all?”

“That's the key—recursion,” the wizard told her simply. “The same way you use your subconscious to perform pattern-based spells, use it to find patterns within the particles as you sense their presence. Your brain starts automatically doing the work for you, once you’ve gotten the pattern down.”

“Just like flying!” Aeon gushed. Starswirl chuckled and nodded at him.

“I… didn’t know you could do that,” Twilight breathed. “I’ll have to try it sometime…”

“I’m sure you’ll be quick to figure it out,” Starswirl laughed cheerfully. “Once you get the basic process down, you’ll find all kinds of interesting ways to apply it. Promise me you’ll be careful though, heh.”

“H-hey!” a voice suddenly called out from across the tent—Soarin’ was waving at the group from next to his unconscious teammate. “I think they’re wakin’ up!”


Starswirl, Aeon, Twilight, and Celestia immediately rose and approached the patients.

“She’s been stirrin’ for almost a minute now,” Ashton said, indicating the shifting Applejack. Several of the others from the campfire circle had risen from their sleepy state and rushed over to join them.

“…wha?” Luna suddenly asked, sitting up dizzily. Her hair began flowing weakly as she opened her eyes and looked around. “What’s happened?”

“You were poisoned, sister,” Celestia explained, kneeling down in front of her. “Don’t worry, Lagos has been defeated…”

“Took a mighty hard hit, too,” Starswirl added, floating next to Celestia. “I had to cauterize you to stop the bleeding. It’s left a bit of a mark... I’m incredibly sorr-“

The wizard’s apology was cut off abruptly when Luna suddenly jumped up and threw her hooves around his neck, dragging him downwards in the process.

“I… um… the…” Starswirl stuttered in pure shock, his yellow eyes wider than ever. He weakly lifted his right hoof and placed it on her back while she pressed her chin against his neck.

“Thank you, Swirly,” Luna said quietly, releasing him and stepping away.

“The beast has been dealt with?” Terra asked, sitting up as well. Cadance nodded as she kneeled across from her.

“Glad you’re alright, boss,” Soarin’ said, excitedly embracing Spitfire as she sat up.

“Yep… just… eff…” the orange pegasus huffed, as Soarin’ nearly squeezed the life out of her. With a flash of rainbow trails, Dash dove into the hug, almost knocking them both over in the process.

“You had me worried for a minute!” Dash cheered. Spitfire started feeling dizzy from being crushed on both sides.

“Whew,” Spitfire breathed, as the two pegasi loosened their grip. “Good thing I didn’t pass right back out from bein’ a Spitfire sandwich…”

“I’m glad you’re okay, Spitfire,” Fluttershy added from behind Dash. “Um, I’m sorry I couldn’t heal the poison… You’re not upset at me, are you?”

“Not at all, kiddo,” Spitfire smiled back; Fluttershy breathed a sigh of relief.

“Wh… what happened?” Applejack asked, being the last to recover. “Where’d ‘e go? Did we get’em?”

“We sure did,” Twilight told her happily. She and Rarity embraced their friend; Fluttershy and Dash joined moments later, but Pinkie was still fast asleep next to the campfire, not having been awoken by the commotion.

“So he wasn’t really after us in the first place, huh?” Appejack asked, after Rarity explained to her what had transpired. “Mighty big misunderstandin’…”

“Supposedly he’d been sent after Discord,” Rarity replied, sounding as though she didn’t quite believe it. “But enough of that, dear.”

“Say, somepony found mah hat for me,” Applejack happily observed, noticing it lying above the pillow she had been resting on several minutes ago. She scooped it up and placed it onto her head.

“That’s twice in a row,” Rarity giggled quietly. “What happens when it’s rescued the third time?”

“What?” Applejack questioned, looking at her friend suspiciously. “What’re ya on about now?”

“Oh, nothing,” replied the inconspicuous Rarity. “I’m just saying, if for some reason you suddenly need a new dress, I’d be happy to make it for you.”

“Uh… What?” Applejack blinked at her questioningly as she cantered off to sit with Dash, Twilight, and Fluttershy.

Several yards away, Cadance poked Ashton in the ribs. “Y-yes’m, princess?” he asked, turning to look at her.

“Go on,” Cadance said quietly, narrowing her eyes at him and smiling.

"Go where now?"

Cadance nodded her head at Applejack.

“Ah’m not, uhm,” Ashton replied, clearing his throat. Without warning, Cadance pushed him away, causing him to plow unexpectedly into Applejack’s side.

“Woop, sorry ‘bout th—heya, Ashton!” Applejack exclaimed, throwing her hooves around his neck when she saw that it was him. “Looks like Ah owe ya another one!”

“All in a day’s work, Ah guess,” Ashton laughed nervously, frantically glancing over her shoulder at Cadance. The princess smiled at him triumphantly for a moment before returning to her mother’s side.

“C’mon, come join me ‘n mah friends,” said Applejack, ending their embrace and pulling him along towards the campfire where the others sat.


“So all I gotta do is wear this ring, and my shield works against necromancy?” Shining Armor asked. Cadance had awoken the grumpy captain, who quickly shelved his attitude after Starswirl began explaining the anti-necromancy ring’s usage to him.

“Certainly,” the wizard replied, watching Armor place the ring onto his horn. “It acts as a sort of buffer for magical energy passing through it. In your case, it’ll charge your shield with anti-necrotic energy.”

“That’s a relief,” Armor said, testing the spell by producing a small bubble shield in front of him. Instead of its traditional magenta, it was now a very deep shade of purple, almost appearing blue in the intense purple light of the tent.

“Ironmane,” a voice said from behind the sergeant, who stood nearby Armor.

“Ragehoof,” he replied bluntly, not looking at him.

“Here,” said Ragehoof, handing him his crossbow. “I held on to it when I fell, but I lost track of it when I blacked out. Just found it—doesn’t look like it was damaged.”

“That’s good,” Ironmane told him, taking the crossbow and flipping it shut.

“Pretty good piece of machinery,” Ragehoof continued, watching Armor practice his shield spell while Starswirl floated away from him. “Hardly any recoil, the sights are dead-on.”

“That wasn’t a bad shot, either,” admitted Ironmane. “Good thinkin’ with the chains. I don’t think the rest of 'em know, but you won that one for us.”

“They don’t need to know,” Ragehoof replied quietly. “I’m no hero.”

“I wouldn’t be so sure,” the sergeant told him, watching Starswirl pass the golden necklace to Rarity, who almost passed out in surprise. “They might say otherwise.”

“They don’t know me,” Ragehoof told him. “If they did, they would know I’m not.”

“Maybe you don’t know yourself,” Ironmane suggested while Starswirl explained the necklace’s powers to the gracious Rarity. “I don’t know what your deal is, but anypony willing to put their life on the line for Equestria is fine by me.”

Ragehoof blinked, unsure how to respond to that. Ironmane patted him on the back before turning to check his crossbow over. For a few moments, he stared quietly into the purple campfire, replaying the sergeant's words over and over in his head.

“Hey everypony!” Twilight called out, after speaking with Starswirl and Celestia. “We’ve got eight hours until the next battle! Let’s all get to sleep soon!”

“Get some sleep, kid,” Ironmane told him quietly, walking over to Twilight, who was conjuring pillows and blankets for everyone.

Ragehoof flopped down and stared at the ceiling, watching the shadows dance across the tent’s canvas.

“Ah’m just gonna-“

“Here you go!” Twilight interrupted Ashton, conjuring a pillow for him and laying it on the ground in front of where he sat.

“Erm,” Ashton mumbled nervously—Applejack had already curled up next to him. He tried to subtly scoot away, but Rarity was blocking him on the other side.

“Twilight and I will keep first watch,” Starswirl called out. “Rest easy friends, somepony will be awake at all times to ensure our safety.”

A few minutes later, the voices in the tent had mostly died out, and everyone except for Starswirl and Twilight were lying down.

“Got any of that tea left?” Twilight asked him quietly.

“I’ll brew some when we switch shifts with Luna later on,” Starswirl replied cheerfully, keeping his voice down. “Gotta stay awake in the meantime. Come; let’s go outside, so we can speak without bothering the others.”

“Good plan,” she told him, exiting the tent and walking out into the cool night air. The clouds had dispersed completely, leaving only a full moon sailing across the sky. “So, how are we going to beat Darkstar?”

“His command over normal magic isn’t very strong,” the wizard explained, his bright eyes glowing vividly in the dark. “But his knowledge rivals my own. When last we fought, it was at the Battle of Stalliongrad.”

“How did you beat him then?”

“I didn’t,” he laughed. “Terra did. She blasted him senseless and encased him in molten rock. That’s all we dumped into Tartarus; a black hunk of rock.”

“…How did he survive that?” Twilight stared worriedly towards the south.

“Necromancy is a very strange magic…” Starswirl trailed off, becoming lost in thought for a moment.


“...It plays with things that science has a difficult time explaining,” he continued. “But then again, so do the Elements of Harmony. What field of science can explain the conversion of heartfelt emotion into pure magical energy?”

“Good point,” Twilight replied quietly. “…Wait, that’s how they work? They convert emotion directly into energy?”

“Heh, couldn’t even begin to explain it,” Starswirl chuckled curiously. “Spent hundreds of hours studying them after Celestia shelved them five hundred years ago… They wouldn’t respond to anything I hit them with. Synthesized neurotransmitters, energy of every kind—magic or otherwise… Nothing…”

Twilight removed the Element from her head, gazing into the amethyst crystal in the center.

“Do you think the Elements can defeat him for good?”

“I hope,” Starswirl told her, no longer laughing. “My understanding of necromancy is limited to means of defending us against its energies... I dare not experiment with it further, lest I take steps on the same path as Darkstar...”

“What else do you know about him?” Twilight asked curiously, placing the Element back upon her head. “Was he ever normal, like us?”

“Heh, normal… Darkstar is a mistranslated nickname, though it isn’t entirely inaccurate. His name was once Elcian… Properly translated to Equish, he would be called Lightbend,” Starswirl explained reminiscently. “He once had a pelt of royal blue, and a cutie mark of many black stars within a great white star…”

“Translated to Equish? Elcian sounds like ancient Equinn…”

“He’s old,” Starswirl sighed. “Almost as old as myself… When he was caught using necromancy, he was banished from Equestria. He’s quietly lurked abroad for eons since…”

“Did you know him back then?”

“Not as well as I probably should have… After being banished, I can only assume he went further and further down the dark path that necromancy takes you. His pelt has darkened to a sickly color of grey, and you can’t even see his cutie mark any more. Did I mention he’s also completely insane?”

“I figured that,” Twilight admitted slowly, gazing at the moonlit grass. “Was it necromancy that drove him crazy?”

“I can only imagine… I like to think his brain tissue’s been decaying, but I doubt biology has much of a play in what makes his gears continue to grind…”

“Everything about necromancy seems to defy all I know about magic and science,” Twilight said quietly. “I’d never really thought about the Elements that way before, but I guess they defy it too…”

For several minutes, the pair gazed silently at the sky.

“Well, I say we cut the grim talk short and do something a little more fun!” Starswirl suddenly said, his hat glowing as he materialized a couple of books. “I’ve brought with me some literature on arcane magic!”

“Oh my gosh,” Twilight gushed, her eyes widening when he passed her the journals. She started flipping through the pages, which were tightly packed with notes and diagrams.

“I’ll take care of the watch,” Starswirl told her, amused by her excitement over the books. “In all honesty, Trajo and I have it covered. I just wanted to show you these, I had a feeling you’d enjoy them.”

“I don’t know if I can possibly read these tonight,” she breathed, skimming through the first page. “There’s so much information!”

“We’ll meditate later, who needs sleep?” Starswirl chuckled, hovering into the air. “Just read as much as you can, front to back. There’ll be more time another day if you don’t finish.”

“I wonder… Can the Element of Magic power arcane spells?”

The wizard’s yellow eyes gazed longingly at her crown for a few moments. “That’s something you’ll have to find out someday, Twilight dear...”

Chapter 14 - Death's Recalcitrant

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Upon a throne of grey stone and silver embossments, an intimidating creature sat motionless.

His dark brown, four legged body resembled that of an equine, but his jet-black torso curved upwards into something far more foreign. Large black wings were folded neatly into his upper back, and thick, monkey-like arms rested at his sides. His face was flat, his nose small, and his eyes shone bright orange.

To the centaur’s left and right, serpent-like guards stood silently at attention. These scaly crimson creatures had arms and faces similar to the centaur, but they slithered on the ground like snakes, and their scales gleamed in the morning sunlight. Each of them carried a golden three-pronged spear.

The throned centaur and his guardians stood in a walled citadel, at the top of the gleaming fortress of Tartarus.

Below the citadel stretched a long, winding staircase made of stone. A breathless velociraptor was climbing these stairs—before reaching the top, his ascent was blocked by another pair of serpentine guards, who slithered from the sides and halted his advance by crossing their tridents in front of him.

“Mus’ speak ta da prince,” the raptor huffed worriedly. “…Urgent words!”

“You wisssshh to ssssee the prinssssce yoursssself?” a third crimson guard asked, slithering from the shadows of the citadel and approaching the velociraptor. This one appeared larger than the others, and his golden trident was embossed with scrolling silver designs.

“Words from da front,” replied the raptor. “Spake by da equine leadah!”

The scaly creature hissed a command to the others like him—they slowly lowered their weapons and slithered out of the way, allowing the raptor passage into the court. He started to approach the throne, but he was again halted by the larger guard. “Sssspeak the words to me, Scout Farclaw, do not wasssste the-“

“Be silent, Maelon,” boomed an authoritative voice from behind them. "I will hear his words."

The tall centaur stood from his throne and approached—the guards, including large one called Maelon, bowed their heads and slithered away silently.

“What news from the field?” Haakon asked, standing across from the raptor. "Speak." His commanding voice was intimidating and deep, and when he spoke, his mouth revealed a dim orange glow emanating from his throat.

The raptor bowed for a moment before looking up at the Blood Prince.

“Mah prince,” Scout Farclaw huffed humbly, still trying to catch his breath. “...Da equine leadah defies ya word… Sh-she refuse da surrendah, mah prince, she-”

“Did she kill all of the other scouts?” Haakon interrupted, raising his voice. “Why have my spies gone silent?!”

“D-da pony let we go in peace, mah prince…” replied the quivering raptor—Haakon’s display of fury was paralyzing him in fear. “We watch from away… she an’ da s’enteen uddas defeat da big ‘un…”

“Preposterous!” Haakon roared, stamping one of his hooves against the citadel floor. “They’ve bested the mutated phoenix, and the magnataur assassin? How can such a small force defeat such overwhelming foes?!”

“Dey usin’ da dark ahts,” cried Farclaw, backing away in fear. “Strange powahs deem only by da chosen!”

“They shall be struck down for their blasphemy,” Haakon declared angrily. “…Where are the rest of the scouts? If the equines did not slay them, why do they not stand with you?”

“…T-twas needah da pony nor da big’un dat claim dey life…” whimpered Farclaw. “…Anudda ‘a da dark arts…”

“Pah, the paltry necromancer…” Haakon muttered, walking past the trembling raptor and standing at the edge of the great staircase. He calmed his fury, and tactically pondered the situation.

"...Perhaps I should have sent him first," the Blood Prince thought, surveying the seemingly endless Dream Valley to the north. "Of all the creatures dumped into my fortress during our imprisonment, he is undoubtedly the most volatile... He could have destroyed my entire army had the Trask not misdirected him."

The morning sunlight reflected off of Haakon's jet-black skin like a beacon.

"I could have destroyed him, along with the phoenix, the magnataur, and the loudmouth mercenaries... But instead, they will serve the Legion—knowingly or unknowingly—by destroying the champions sent to face me..."

"M-mah prince?" Farclaw stuttered. "W-what we do?"

Haakon turned back to the raptor scout and grinned wickedly. "We wait," he declared. "If the necromancer does not slay them, he will still weaken them. Regardless of the outcome, their battle will play into my hands..."


Luna sat perfectly still upon the dewy grass of the Dream Valley, her eyes locked towards the south. Though the Tarus Mountains were nothing but hazy lumps on the horizon, she watched them vigilantly, half-expecting them to explode at any moment. Celestia exited the purple tent, and approached her.

“Just over an hour remains,” Luna spoke quietly. “Are the others awake yet, sister?”

“They shall be soon,” Celestia replied, standing by her side. To their right, the sun was slowly peeking its way over the eastern horizon, casting a warm glow across the rolling plains. The two princesses remained silent for a few minutes, their manes flowing in the morning breeze.

“Do you think the Elements can contain him?” Luna asked quietly; her stalwart voice showed signs of worry. “Everything I have heard suggests that will be… difficult… to end, by any means...”

“I don’t know,” Celestia admitted, pausing for a moment. “...He has survived things from which no living thing could have recovered... dismemberment, incineration… even partial disintegration…”

“Yet he has not faced the Elements,” Luna replied, looking up to her sister,

Celestia's grave expression remained unchanged. “That is the only reason I have not already given the evacuation order to the citizens of Equestria...”

Luna’s hopeful gaze fell to the grass below. They remained silent for another few minutes, until they were joined by a third.

“Oh, stop treating him like he’s some sort of unstoppable force!” Starswirl spoke up, hovering to Luna's side. “Darkstar plays with necromancy like a foal who’s found his father’s crossbow.”

“...What drives you to be so confident?” Celestia asked, looking away from the horizon at the cheerful wizard.

“What drives you not to be?” Starswirl laughed. “He caught us off-guard last time. We’ve had hundreds of years to prepare for him this time, and he’s had two days. He doesn’t stand a chance!”

Celestia didn’t reply. She turned back to the south and silently pondered his words for a moment, though her thoughts were interrupted by a sudden breeze of cold wind blowing through her mane.

“That is no weather,” Luna said, her eyes growing wide. The sky in the south was beginning to darken. It wasn’t storm clouds; it was a subtle haze of shadow that slowly spread upwards from the horizon.

“Darkstar is approaching…” Celestia whispered, narrowing her eyes at the darkness.

“His love of theatrics knows no bound,” Starswirl chuckled. “Guess we'd better wake the others.”

Celestia took a deep breath and turned around, facing the purple tent. With a crackling of golden magic from her horn, the tent dematerialized, and those who were still asleep within began to stir.

“Equestrian Elite,” Celestia called out—her booming voice quickly awakened the team. “Prepare yourselves! In fifteen minutes, we battle Darkstar the Crazed…”


“…And the monkey flips the switch,” Starswirl said quietly, feeling another gust of cold wind.

The rising sun in the eastern sky suddenly began to darken. It had been reached by the mysterious haze of darkness from the south; it filtered the remaining sunlight into a deep red.

“W-what’s going on?!” Soarin’ asked, fearfully watching the sun darken.

“Why’s it so cold?!” Dash added, shivering in the breeze—Fluttershy grabbed her in terror.

The confused questions continued to mount as the blue sky darkened along with the sun. It did not become a starry night sky; instead, it seemed as though a nearly opaque layer of dark fog was seeping in, swirling across the sky like mud clouding water.

“Darkstar seeks to inspire fear through cheap magical effects!” Celestia shouted inspiringly. “Continue preparing yourselves! Pay no heed to his pathetic attempt to scare us!”

“It’s as if nature itself withers to his approach,” Luna said, indicating the grassy fields. They seemed to be losing their vivid shade of green in favor of a much paler one, as though they had been deprived of sunlight for many hours.

“Getting to you too, is he?” laughed Starswirl. “Come now; think of all the energy he’s wasting on this little charade. I can practically taste his overconfidence!”

"He is not the only one overconfident, it seems," Luna replied, narrowing her eyes at him.

“What’s the plan, princess?” Twilight worriedly asked Celestia. She, Rarity, Applejack, and a yawning Pinkie Pie approached her from behind; Dash followed above, practically carrying Fluttershy, who was frozen in fear. Dusky and several others from the team trailed behind them curiously.

“His approach telegraphs his overconfidence,” Celestia replied. “We must use that to our advantage. I will approach him first, and attempt to distract him… I want you girls to be ready to attack at a moment’s notice. Use a harmonic wave right away, and do not hold back...”

“But I thought we-“

Celestia turned and silenced Twilight with an intense glare. “We must strike at him swiftly,” she commanded. Twilight gulped—she had never seen her mentor so serious before.

Seeing the girls’ nervousness mounting, Celestia took a deep breath and tried her best to sound supportive.

“Darkstar is dangerous, but I believe he will approach us arrogantly, and we must use that to our advantage. Strike at him with the Elements of Harmony as soon as you see him!”

"Y-yes ma'am," Twilight replied worriedly.

“Didja hear that, Flutters?” Dash asked, trying to pry Fluttershy’s face from her neck. “Quick and easy!”

Fluttershy gulped, lifting her head and looking at the darkened sun—it had become little more than a ball of red light.

“Remember, girls,” Starswirl added, floating to Celestia’s side. “His death magic won’t affect you with Rarity's protection! If the harmonic wave doesn’t get rid of him right away, we’ll all take him down the hard way. His strongest weapon is fear! Don’t give in to it!”

Twilight took a deep breath. “He’s right, we have to be brave!” she agreed—Dash, Applejack, and Pinkie cheered with her, and Rarity nodded in acknowledgement, but Fluttershy didn’t seem convinced.

“Listen carefully,” Celestia ordered the rest of the Elite—they had been forming up behind Twilight and her friends. “Darkstar the Crazed wields necromancy, which can easily cause instant death… It is too risky for the majority of you to participate. You are to remain within Shining Armor’s protective shield during the battle. Under no circumstances are you to exit!”

“We’re just supposed to stand here while you do all the fighting?” Ragehoof questioned. “What if he kills you?!”

“He shall NOT,” Celestia replied firmly. “Stand your ground, and remain vigilant on our behalf!”

After a few moments of awkward silence, Pinkie added, “You’ll be our cheering section!”

Ragehoof rolled his eyes at the grinning comedian while Celestia nodded to Armor. He began casting his shield spell—a shimmering violet dome appeared over nine of the Elite and Dusky, isolating them from the cold gusts of wind.

"Remain in that barrier," Celestia repeated firmly, narrowing her eyes at them before turning back to the south. She could no longer see very far.

The dark haze in the sky began to thicken. It now covered the entire Dream Valley, and looked as though it was now seeping from the sky. It collapsed and coalesced around the entire team, creating a nearly opaque dome of darkness centered on them.

It seemed as though they were surrounded by black fog—only a vague glimmer of red sunlight remained above.

“If we weren’t out of our league already, we definitely are now,” Spitfire sighed, sitting down helplessly. “This sucks.” She gazed at the half of the team who stood outside of the shield—the Elements, Celestia, Luna, and Starswirl were the only ones to face Darkstar.

“Just for this one, boss,” Soarin’ optimistically reminded her, sitting to her right.

“Ah agree,” Ashton chimed in. “We’ll have our time to shine, Ah know it. This’s their time! Whaddya say we do what Pinkie said, an’ cheer ‘em on!?”

While Ashton, Spitfire, Soarin’ and Professor Aeon began cheering, Cadance silently approached Terra.

“Promise me again that you’ll stay here,” said the young princess. “Please?”

“…I-I… I...” Terra stuttered distantly—she was visibly trembling at the sight of the surrounding fog. Gulping, she looked back at Cadance and managed to reply. “…I promise…”

“Twilight and her friends will be more than a match for him,” Cadance continued. “Just you watch!”

Upon hearing the cheers of the team, Fluttershy finally removed herself from Dash’s neck and turned to look at the enthusiastic supporters. Flying around within the shield, Dusky cawed to her.

“…I’ll d-do my best,” Fluttershy shuddered. Dusky excitedly flew in somersaults, chirping cheers along with the others. While Starswirl reminded Rarity how to use the necklace, Applejack started backing away from them

“...AJ?” Twilight asked worriedly. “Is everything okay?”

Applejack grinned. “Almost! Ah’ll be right back!” She turned and galloped into the shield, approaching Ashton—he stopped cheering and nervously smiled back at her.

“Give’em a buck to the head for me, would’ja?” Ashton said supportively, pushing a hoof into her shoulder and shoving her playfully. "Ah'd do it mahself, but, well..."

Applejack chuckled at him, reaching behind her head and pausing for a moment. “...Tell ya what, partner,” she replied, removing her hat. “Could ya take care of it for me? Ah’ve got a feelin’ Ah’ll jus’ lose it again anyways, heh...”

“…A-absolutely!” Ashton stammered, lifting his hoof. Applejack smiled and trotted past his extended hoof, affectionately embracing the nervous colt and placing her hat on the back of his head.

Ashton's body seized up in shock—he hadn't expected that at all. “It's… it’s an honor, miss,” he continued, taking a deep breath and hugging her back. “...Ah’ll take good care of it, that’s a promise…”

. . . T o u c h i n g . . .


The Equestrian Elite fell silent, as a chillingly demonic voice echoed through the Dream Valley, vibrating the ears of all who heard it. Applejack quickly released Ashton and whipped around, trying to trace the source of the voice—it sounded like it was coming from all directions.

V e r y . . . T o u c h i n g . . .

“Show yourself, Darkstar!” Celestia called out defiantly. “You’ll not scare us with your tricks!” She bravely took a step towards the swirling fog, but Darkstar did not appear.

“Hah, tricks…” Darkstar’s demonic voice laughed. He cackled maniacally for a few seconds, even sending shivers down Celestia’s spine. “Hahaha, tricks! Tricks… T r i c k s . . . ”

“Yes, tricks,” Starswirl replied dully. “Did we learn a new word today, Darkstar?”

"Ss... Sssswirls..." Darkstar mumbled amidst his laughter. "Heh, tricks..."

Pinkie giggled at him. “Silly Darkstar, tricks are for…” She nervously trailed off, interrupted by Darkstar’s maniacal cackling—she could tell he wasn't just laughing at her joke.

Darkstar had started to laugh uncontrollably. His maddening voice was impossible to trace; it seemed to echo evenly from every direction. The billowing black fog around the team suddenly thickened, draining all of the remaining sunlight from the area around them.

“Yesssshah,haha… new… friendssss…” Darkstar hissed; his laughter lowered to a fit of giggles among incomprehensible mumbles.

“Come out of there!” Ragehoof shouted from within Armor's shield. “Face us, you coward!”

Darkstar’s laughter amplified once again. “Coward!” he mocked hysterically. “Coward! C o w a r d !”

“…He really is insane,” Twilight shuddered, looking around at the dark fog—her heart had been racing since she first heard his chilling and demonic voice.

“Perhaps an understatement,” Starswirl replied, his hat beginning to glow. “Come, Darkstar! Come out, come out!”

“Maybe he’s playing hide and seek!” Pinkie suggested, bouncing past Celestia. “Ready or not, here we come!”

“Pinkie, wait!” Starswirl shouted, catching her with a field of blue magic. She looked at him questioningly, suspended in midair. “Stay away from the fog, he’s trying to lure you into it. Just a silly trick of-”

“Hush, Swirls,” Darkstar muttered among stifled giggles. “Your silence is… R e q u e s t e d . . .”


Starswirl was interrupted by a sudden flash of green lightning from directly above—it struck his face, and green flames burst from his mask. He collapsed to the ground, trying to smother the searing blaze with his hooves.

“Sit, and observe,” Darkstar laughed, building up to a cackle yet again.

“Are you too much of a coward to face us directly?” Celestia yelled into the fog.

Pinkie channeled a stream of blue magic from her Element into Starswirl, snuffing the fire out and healing him. He coughed a couple of times, shaking his head and hurriedly casting a spell to repair the damage to his mask.

“Coward!” Darkstar chanted maniacally. “Coward! Coward!!”

Upon seeing Starswirl get attacked, Twilight’s fear had begun to melt into anger. She walked to Celestia’s side, her horn glowing brightly as she prepared a spell.

“Come outta there!” Twilight yelled, casting a powerful matter attraction spell to pull Darkstar from the fog. She managed to seize something large and pull it through, but it wasn’t their enemy—it was a large skeleton.

“Oh my gosh!” Twilight yelped in shock—she dropped her telekinetic hold of the bones, and they rattled into a pile, making chillingly hollow noises.

“That is not an equine skeleton,” Luna said loudly, having remained silent for some time. The wide-eyed girls stared at her questioningly. “…Haakon’s velociraptors! He has slain them!”

“New… friendssss!” Darkstar hissed through his inane cackling. “Come, friends! Meet my little ponies! We will all be… f r i e n d s s s s . . .”

“Ah think you’n Ah have a differen’ idea’a what friendship is, mister,” Applejack called out, raising an eyebrow concernedly at the collapsed skeleton—its bones began to vibrate.

The pile of raptor bones in front of Twilight suddenly levitated off of the ground and joined together, forming a fully-functioning skeleton of a velociraptor.

It landed on the ground and stared at Twilight with its empty eyes—she gasped in horror and stumbled backwards, having a flashback from her nightmare the day before.

“Don’t be s h y . . .” Darkstar hissed, his laughter having reduced to a mumble. “. . . f r i e n d s !”

“They aren’t real,” Fluttershy whimpered to herself, shielding her eyes. “It’s just a bad dream… They aren’t real…”

Darkstar’s insane cackling resumed when he heard her cries. Suddenly, many other skeletal raptors began to step out of the black fog, walking towards the nine Elite and surrounding them in a semicircle formation.

“Murderer!” Celestia shouted angrily, igniting her horn and preparing to defend herself. “They were only messengers! They did not deserve this!”

“I AM NO MURDERER!” Darkstar spat, his demonic voice suddenly shifting to a furious tone. “I saved them from their doomed mortal coil… They will join me, gloriously, for A L L O F E T E R N I T Y !”

“They shall serve you not a second longer!” Celestia declared, slamming her front hooves into the ground and emitting a powerful shockwave of golden magic. It struck the three closest skeletal raptors, sending their bones flying apart.

“Let’s get’em!” Dash yelled, diving through another nearby skeleton and breaking it apart. Twilight blasted several of them with jets of violet magic, and Applejack started bucking the ones closest to her. Despite their frightening appearance, they were weak—they flew to pieces with relative ease.

“No!” Darkstar yelled angrily. “...NO!”

Pinkie bounced over one, landing on top of it and breaking it. “Boop!” she giggled, hopping from the collapsed skeleton onto another. “Don’t fall apart on me now, guys!”


Rarity reluctantly stepped forward and bashed an attack with her left hoof as it approached her and Fluttershy, who was still frozen in fear.

Darkstar began shouting incoherencies as the group demolished his minions—Luna destroyed the final one, entirely disintegrating its bones with a burst of indigo magic.

“AAAGHHH!” Darkstar roared. “DESECRATION!”

A black, inky shroud of magic began to seep out of the ground and wash over the bones, covering them and making them disappear. The shroud sunk back into the ground upon swallowing the bones—the grass withered to brown wherever the shroud touched it, leaving patches of dead grass all around them.

“VANDALISM!” Darkstar continued screaming. “DEFACEMENT! DEBAUCHERY!”

“Deforestation!” Pinkie giggled, looking up from the little red thesaurus in her hooves. “Oh, oh! How about defenestration? That’s a good one!”

A bolt of green magic suddenly shot out of the swirling fog, striking Pinkie square in the chest—it jumped to Rarity as she automatically absorbed it.

“AGH!” they screamed simultaneously—a terrible surge of energy ran through both of their bodies at once. Pinkie collapsed to the ground, her heart skipping a beat.

“Boy-oh-boy…” sighed the dizzy Pinkie, her head spinning. “…anypony get the number’a that wagon…?”

“Take all the potshots you like!” Celestia shouted into the fog. “You will not stop us!”

Dash convinced the stunned Fluttershy to heal Pinkie, but Pinkie had to take over as soon as she was able—Fluttershy’s magic was being greatly weakened by her own fear.

“I… I am giving them a chance… A CHANCE AT BLISSFUL ETERNITY!” Darkstar bellowed, his screaming of the last word causing everyone’s ears to hurt. “When I end you… you won’t have the same chance… No… YOUR SOULS WILL BURN!”

“Now who’s the one that needs hushing?” Starswirl called out—his hat was glowing bright blue, and his body was starting to emit little forks of purple lightning.

Darkstar roared angrily, firing another bolt of green energy at Starswirl—he suddenly intercepted his attack with an equally fast bolt of purple energy, disintegrating them both in the process. The wizard then immediately fired a series of long-reaching purple bolts into the direction where Darkstar’s projectile had originated.

“Hah! No, sir,” Starswirl chuckled—his purple bolts took the shape of a chain and began to tug a dark figure out of the fog. “Thanks for giving me your energy signature, though! Time to face us like a stallion!”

“RAGH!” yelled the writhing figure, stabilizing himself and emitting a shockwave of green energy. It shattered the purple chains and threw all eighteen of the Elite off balance. Shining Armor bared his teeth in pain—the shockwave was dampened by his shield, but he had not been prepared for how taxing it would be.

The darkness around Darkstar’s body faded, revealing his features—a grey hood covered his head, his eyes were a solid dark red, and his hooves and shins were ablaze with a crackling green fire. His pelt was dark grey, and his short tail was black. His tall horn pulsated with a faint green glow.

“…Very well!” Darkstar yelled, floating away from the ground. His hood suddenly incinerated itself with a blinding flash of green fire, revealing his thin, matted mane and his twisted face.

“Consider playtime to be forfeit! OBLIVION COMES AT MY C O M M A N D !”

Darkstar landed and began walking forward. Twilight hurriedly nodded at her friends, and they dashed into formation around her. Their Elements began to glow, but only five of them were present.

“Flutters!” Dash yelled frantically, swooping out of formation towards her fear-paralyzed friend.

It was too late—they had missed their opportunity.


Darkstar fired an intercepting bolt of green lightning at Dash, electrocuting her and sending her spiraling out of the air. She crashed into the ground next to Fluttershy, smoke rising from her quivering body. Rarity shrieked as well, having absorbed part of Darkstar's attack.

Twilight and the others gasped at Dash's injury. Realizing they’d lost the opportunity for a quick takedown, Celestia exploded with power and summoned as much strength as she could, channeling it into a single stream of golden energy and unleashing it at Darkstar.

He lifted one hoof and blocked her attack. “TOYS!” he cackled wildly—Celestia’s golden stream was turning into a molten liquid upon touching his hoof, dripping to the ground and burning the grass away.

Shaking off her surprise, Twilight teleported behind Darkstar and fired a magical attack at the back of his head. Roaring incoherently, the necromancer emitted another shockwave, interrupting both Celestia and Twilight’s attacks and knocking them off balance.

Darkstar turned and hurled a hoof-full of leftover magical energy at Twilight in retaliation—she raised her hooves to block it from hitting her face, but her forearms were painfully burned when the searing molten liquid splashed onto them.

The necromancer tried to follow up with a bolt of his own, but his attack was thwarted—Applejack charged into his side, knocking him to the ground. She lifted her forelegs to hold him down, but she landed on an empty patch of yellow grass—he had disappeared into the ground with a shroud of inky black energy.

“What’n tarnation?!” Applejack hit the ground once more, looking at it closely—her foe had completely vanished.

Suddenly emerging from an inky patch beneath Celestia, Darkstar stabbed his horn into the princess’s stomach, and blasted her upwards with a subsequent explosion of energy. She went flying limply through the air, her entire chest having been burned by the attack.

Still injured but angrier than ever, Dash kicked off of the ground and caught Celestia, carrying her away from Darkstar while Starswirl started firing at him in retaliation. She landed and placed the princess next to Pinkie, who started healing both of them simultaneously with a wide stream of azure magic.

“Look at this, you’re completely outmatched!” Starswirl hollered to Darkstar—he teleported into the air and fired a barrage of blue bolts at the necromancer from above, singing his black mane.

Darkstar bellowed furiously, emitting another shockwave to knock the wizard off-balance. Having waited carefully for an opening, Luna countered the necromancer quickly by firing a precise jet of magic at his chest, leaving a large burn.

“Hah… hahaaaah!” Darkstar cackled, slowly floating back towards the ground. The burn on his chest faded away—he seemed to be taking little damage, despite the attacks he had endured.

“Stop laughing!” Twilight yelled, ignoring the burns on her forearms and firing a stream of magic into Darkstar's open mouth. He hacked and coughed, spitting out globs of molten purple energy. She continued to fire at him while he was incapacitated.

“Rainbow!” Applejack called out, galloping to her friend’s side while Pinkie healed her. “Whaddya say we make’em a sandwich?”

“Say what?” Dash asked, looking at Applejack like she was crazy. She clopped her front hooves together forcefully and grinned. “...Oh! Gotcha! Let's do it!"

“Wait, wait!” Pinkie told Dash, looking at a watch that was on her forearm. A small second hand was ticking towards a red plus sign at the top. “Three… two…” Pinkie’s watch chimed. “Okay, you’re good!”

Dash shrugged at Applejack and immediately hopped into the air.

Starswirl unleashed a barrage of blue and purple lightning at Darkstar, preventing him from casting his next counterattack at Twilight. Applejack galloped around to Darkstar’s left, and Dash flew around to his right. Stopping across from each other, the two Elements charged at him from both sides.

Their resulting collision created a shockwave that left everyone’s ears ringing—they had crushed Darkstar between their shoulders, causing him to crumble to the ground afterwards. Having been knocked backwards as well, Dash and Applejack scrambled back towards him, ready to start beating him down, but once again, he sunk into the ground, covered by an inky shroud of darkness.

Applejack angrily pounded the yellow grass. “What a dirty, cheatin'-“

"RAINBOW DASH!" Aeon yelled from within the shield, pointing at an inky shroud that had formed below her.

Dash looked over at him, and down to where he was pointing, but it was already too late—Darkstar burst from the shroud beneath her, knocking her upwards with a focused cone-shaped explosion. He followed the attack with three subsequent bolts of necromantic energy, striking her directly in the chest with each. Dash burst into a green fireball, screaming wildly and flailing her legs as she plummeted into the ground.

Luna, Starswirl, Twilight, and a freshly healed Celestia retaliated in unison with a heavy barrage of multicolored energy bolts, covering for Pinkie while she bounced towards the writhing Dash. “I thought I just put you out!” she giggled, dousing the green flames with a stream of blue magic. “You aren’t a fireplace, silly!”

The flames subsided quickly, but Dash continued to writhe painfully while Pinkie healed her burns.

“F-Fluttershy, she needs your help!” Rarity shuddered, absorbing an excruciating bolt of pain from Twilight. Darkstar had chosen to retaliate against her instead of the others, and she was trying to keep up her attacks despite the green flames searing her chest.

Rarity shrieked in pain. “P-Pinkie cant k-keep everypony h-healed on her… AGH!”

Fluttershy gulped, closing her eyes. She lowered her head and galloped fearfully towards Rarity—the Element of Kindness started to emit a pink stream of energy.

“Nuh-ah-ahh!” Darkstar cackled, noticing the bright yellow pegasus from the corner of his eyes. He disengaged Twilight and dove into the ground again. Moments later, he emerged from beneath Fluttershy, knocking her skywards.

With a flash of rainbow trails, Dash plowed through Darkstar and ascended to catch her friend. She gently deposited Fluttershy next to Pinkie and jumped back into the air, angrily screaming at Darkstar. “YOU JUST MESSED WITH THE WRONG PEGASUS!”

Dash flew in a circle around the top of the dome of opaque fog, gaining speed before rapidly diving straight into the recovering Darkstar. Her charge produced a sonic rainboom inches before she struck, driving him forcefully into the ground with an explosion of rainbow-trailing debris. She backed away into the air, looking into the newly-formed crater where Darkstar lay—his fiery green legs started flickering as he twitched in place.

“Harmonic wave!” Starswirl yelled through the settling dust. “Now! While he’s weak!”

Darkstar tried to sink into the ground, but Luna cast a carefully-aimed jet of magic at his throat, interrupting his spell. Twilight, Applejack, Pinkie, and Rarity began readying their Elements, galloping into formation.

Dash scooped up the recovering Fluttershy, and carried her towards the others. Though she was injured, her Element began to glow as well, and their eyes began to turn white.

Before they were at full power, Darkstar screamed and emitted a cone-shaped shockwave from his mouth, knocking the girls away from each other. The Elements’ built-up energy was released, sending little jets of multicolored magic in random directions. They poked holes in the dome of swirling fog, allowing sunlight to shine into it for several seconds.

Starswirl tried to interrupt Darkstar's subsequent escape, but he recovered and sunk into the ground yet again.

“Blast it all!” the wizard spat. “That was close girls, we almost had him! Next time just be-“

“…I TOLD YOU TO H U S H !” Darkstar’s demonic voice bellowed, once again echoing from every conceivable angle. He suddenly popped out of the ground from underneath Starswirl, tackling him and pushing him back into the ground—they both disappeared into the inky shroud of darkness.

Celestia and Luna tried to intercept his dive with jets of magic, but all they hit was yellow grass.

“This jus’ ain’t fair!” Applejack hollered, stomping her hoof angrily while her white eyes faded back to normal. “There’s gotta be a way to keep ‘em from runnin’ in the ground like that!”

Darkstar’s insane laughter began echoing through the fog once again. “I’m sorry everypony,” he cackled. “Swirls and I have… business… to attend to… entertain yourselves with a new… friend… for a brief intermission! AHHHAHAHAHAHAHA!”

“Bring him back here!” Twilight demanded angrily. Darkstar’s hysterical laughter began to grow distant.

A black shroud of inky magic suddenly seeped out of the ground around them—raptor bones began rising from where they had fallen, floating through the air towards each other.

“Not these guys again,” Dash moaned angrily, rolling her eyes. “Didn’t they get the message the first time?!”

“I don’t think it’s a they, dear…” Rarity corrected her, nervously watching the bones accumulate into one spot. They began forming a massive skeletal creature, comprised of dozens of different skeletons.

“Twilight Sparkle, you and your friends take care of this… thing,” Luna ordered, landing next to Twilight. “I shall free Starswirl!”

“Wait!” Twilight replied, but Luna had already dove into the ground through a dark shroud of inky indigo magic of her own creation. Twilight frantically turned towards Celestia. “Princess, where did they all go?!”

“I… don’t know!” replied the clueless Celestia—she stared disbelievingly at the spot where Luna had disappeared. “...We must trust her though! Let’s destroy this monster, and await her return!”

Dash and Applejack nodded at each other and began to charge at the skeletal amalgamation.


Moments after following Darkstar into the ground, Luna hastily observed her surroundings. Black and grey fog swirled endlessly in every conceivable direction, and gravity had seemingly disappeared.

The realm she had entered was a strange place. The black fog appeared to be completely dark, but the grey fog seemed to be illuminated opaquely, as though it was giving off its own light, yet if it was, it would have cast light onto the black fog. The strange fog made it impossible to see farther than several feet.

Luna could vaguely hear the shouts of Celestia and the Elements as they fought the skeletal creature, but they sounded distant and muffled, as though they were far away and on the opposite side of a wall.

The princess took control of her weightless body with a quick levitation spell, and shouted into the fog. “Starswirl! Can you hear me?!” Her booming sentence echoed for what seemed like an eternity, taking unnaturally long to fade away.

“Interesting,” Darkstar’s demonic voice replied, echoing with the same eerie length. “I had not expected this… Oh ho, where are my manners? Welcome to the void, alicorn... Do you… like it here?”

While the necromancer spoke, Luna heard a muffled mumbling that sounded like Starswirl. “Dispense with the pleasantries,” she replied coldly. “…Remove yourself and Starswirl from this place immediately!”

Darkstar cackled at her, his voice seeming to move from directly below her to somewhere off to her left. “Oh, hah… Quite rude of you... Do you have any idea where we are?”

“...The Elysium,” Luna replied angrily. “The living have no business being here. Leave. NOW!”

“Hah!” Darkstar scoffed. “…I live here! This is my home! I built this place myself...”

A flash of green light suddenly whizzed past Luna’s left—she ignored it and continued her heated shouting match.

“Call it what you will,” the princess seethed. “YOU WILL LEAVE!”

“Heh… I am no fool. If you knew how to remove me, you would have done so by now…”

Starswirl’s mumbling suddenly amplified, but there was a dull thud, and it was silenced.

“I am asking you to leave willingly,” Luna clarified. “Refuse, and I will collapse BOTH of our portals to this realm...” She ignored another pale flash of light that streaked in front of her.

Darkstar cackled at her threat. “Look around you, alicorn… ha, haha! Collapse my portal, and we are trapped here foreverhah! You would not be so foolish…”

“Perhaps you mistake me for my sister,” Luna calmly replied, her horn beginning to glow. “Do not think for one moment that I lack the resolve to trap the three of us here…”

“Three of us!” laughed the deranged necromancer—the pale green flashes around Luna began to intensify. “What of my dear… friends? Those who you so blatantly ignore…?”

“Friends? ...What…?” Luna looked around confusedly. “...We are the only ones here!”

F r i e n d s s s s . . .


“...Oh no…”

Luna gasped, and her eyes slowly widened in shock. She had realized what the pale flashes were, though she deeply wished she hadn't.

“…You didn’t…”

Darkstar cackled wildly, mocking the princess’s fear.

One of the pale green flashes passed in front of Luna again, and she saw it for what it was—it was a translucent, pale green figure of an earth pony—his mouth was open wide, as though he were screaming in pain. The ghost silently streaked away into the swirling darkness, disappearing as quickly as he had appeared.

“You did not chain souls to their bodies…”

Luna’s voice was barely audible over Darkstar’s echoing laughter.

“You… you monster…”

“Brilliant, isn’t it?” cackled Darkstar. “Thousands of years to build this place, a sanctuary in the Elysian Fields… Here it stands! A testimony, to my glorious TRIUMPH over nature’s PATHETIC CYCLE!”

His voice grew angry, and he spat the last two words bitterly.

“Triumph?!” Luna shouted in disgust. A pale green ghost of a velociraptor streaked in front of her, his sharp teeth flashing as he tried to scream. “…How many have you trapped in here?!”

"Every… single… o n e o f t h e m !”

Darkstar roared in laughter, nearly hyperventilating before finally pausing to draw breath. Amidst his fits of cackling, he began to speak again.

“There is so much power in them… their paltry lives, their trivial memories… the very essence of their conscience is so… palpable…”

“You are sickening,” Luna said, horrified. “Absolutely sickening… these are souls! Living beings!”

“And they are just the mortals…” Darkstar replied emphatically. “Wait ‘til Swirls joins them! Hah! My power will multiply tenfold!”

“He is eternally sapping strength from the souls of his victims…” Luna thought, her heart sinking. “...He never chained them to their bodies… his skeletons are merely puppets to inspire fear…"

"He chained their souls to himself! Here, in this place, between the world of the living and beyond...”

“And you…” Darkstar continued chillingly. “You, and the other alicorns… oh yes… YES… When you join me, I will become invincible!”

Luna suddenly felt angry at what he had done.“...I think not,” she replied coldly, darkening the indigo glow upon her horn—she could feel a burning vengeance rising from deep within. “...Do you think you are the only one with knowledge of necromancy, Darkstar?”


Darkstar stopped cackling.

“How do you think I followed you here?” Luna’s booming voice started to carry a demonic twinge similar to his own. “…Unlike you, I do not abuse these dark powers… They’re far too destructive for our world…”


Luna’s demonic voice lowered to a deadly whisper. “...But we are no longer in our world, are we? Fool…”

“IMPOSSIBLE!” Darkstar roared defiantly. The pale souls began to streak around him with greater frequency and speed. “You would fight death with death?! PREPOSTEROUS!”


Luna’s horn flashed bright green, and she emitted a powerful shockwave that dispersed the black and grey fog for hundreds of yards in every direction. The anguished souls that had been randomly streaking about suddenly froze in place, slowly rotating to stare at one spot far ahead of Luna.

“What… are you doing?!” shouted Darkstar—his shadowy figure was the center of attention among the hundreds of floating souls. A barely conscious Starswirl floated next to him, suspended by a thin green aura.

Luna did not answer him. Slowly, the whites of her violet eyes began to glow red.

“L… Luna…” Starswirl mumbled, struggling to remain conscious—he called out to her. “S… sap him!”

“Shut up!” Darkstar interrupted angrily, punching Starswirl in the side of his face. A streak of green light forcefully struck the necromancer seconds later, creating a flowing feed of pale energy between his horn and Luna’s horn.

"W-what is this?!" Darkstar roared, unable to retaliate. "What have you done?!"

Feeling his strength return, Starswirl collected himself and floated away from Darkstar. He shook his head to recover from the blow, heading towards where Luna floated.

“Well, this is a... surprise,” Starswirl said dizzily—he cringed at the sight of Luna’s crimson eyes. “…Alright… Now you have access to his power, including his portal! Let’s bail out of here!”


“That’s the fourth time!” Twilight protested angrily, watching the mass of raptor bones reform. She and her friends had shattered the skeletal amalgamation several times already, but it had resiliently collected itself back together, discarding any bones that had been broken.

“You’re going to have to burn it!” Celestia shouted to her. “All of it! Use the infernum spell!”

“Ah like the sound’a that,” Applejack agreed, backing away from the mass of floating bones.

“Everypony else, get into the shield!” Celestia ordered, motioning to the girls. Applejack turned and fled into the shield, where Fluttershy and Rarity had already gone. Dash and Pinkie were right behind her, and Celestia entered last.

“Alright, here goes!” Twilight yelled, her eyes glowing white. The Element atop her head shone along with her horn, which ejected a stream of purple energy into the center of the skeletal mass.

The energy formed into a single ball, hovering in place for a moment.

Twilight stopped the stream, turned, and teleported into Armor’s shield—the ball exploded behind her into a violent whirlwind of purple flames. The raging fire consumed the bone creature, which made a low rumbling noise while it was incinerated.

“That’s better,” sighed Rarity, receiving healing from Pinkie. “Now he’s got nothing left to rebuild himself with… We should’ve done that in the first place!”

The bone creature turned to black ash, but the ground began to rumble violently as soon as it had settled. Amidst the ashes, a shroud of inky magic formed, and a stream of green energy suddenly shot out of it.

Darkstar and Starswirl were pushed through the portal, followed shortly by Luna. While they sailed through the air, Luna quickly broke the green stream of energy between her and Darkstar, and the inky shroud of a portal dispersed.

The three of them struck the ground, sending black ash flying in every direction. The opaque black fog surrounding the group dispersed rapidly, leaving only a thin layer of haze in the sky. The sun shone through it with an eerie red glow, which was little improvement from total darkness.

Luna hid her face behind her forearm and blindly shouted towards the shield, “HARMONIC WAVE! NOW!”

“...You heard her, girls, let’s get’em!” Twilight said determinedly, galloping out of the shield and into position around the fallen Darkstar. Confused but ready to fight, her friends followed along as well.

“NO!” Darkstar yelled, emitting a shockwave and knocking them away. “Get away from me!”

Five of them were blown away by the shockwave, but Applejack lowered her head and stood strong against it, galloping towards the necromancer and bashing him in the chest while he attempted to stand. In a flurry of black ash and flying orange hooves, she started beating him down.

Keeping her eyes sealed shut, Luna pulled Starswirl away from Darkstar while Applejack continued pounding him forcefully. Celestia galloped out of the shield and tried to help her sister to her hooves, but Luna batted her foreleg away.

“Stop… with… that… nonesense!” Applejack yelled furiously, driving a hoof into the necromancer’s body after each word. Her eyes were glowing white, and each strike sent a shockwave rippling through the ground as she beat him into it.

In a desperate bid to make her stop, Darkstar set his entire body ablaze with green fire, causing Applejack to burn her hooves on the next strike. She ignored the pain for as long as she could, but the harder she struck Darkstar, the more flames he seemed to emit.

Hearing Rarity scream in agony, Applejack angrily hopped backwards on her hind legs, trying to smother the green fire that was scorching her forelegs.

“YOU WILL NOT STOP ME!” Darkstar roared, entirely immolated with bright green fire. “WHAT ARE YOUR POWERS AGAINST THOSE OF DEATH?! YOU A R E N O T H I N G ! ”

Her eyes still sealed shut, Luna bared her teeth and fired another jet of green magic at Darkstar’s horn, but he rebuked the spell and turned it upon her.

“…AND YOU!” he shouted, floating towards the indigo alicorn, who writhed in pain from the green stream connecting their horns. “SUCH AN INTERESTING SPELL YOU’VE TAUGHT ME!”

“Oh no…” Starswirl muttered weakly, observing the stream between their horns. Twilight fired a stream of purple magic at the back of Darkstar’s head, but it was completely disintegrated by the green blaze immolating him.


“What’s he blabbing about?” Dash asked, resisting the temptation to charge after watching Applejack and Rarity get burned horribly.

“What’s he doing to Luna?!” Twilight added worriedly—she fired another spell at Darkstar, but it disintegrated as well.

“CELESTIA!” Starswirl suddenly shouted, ignoring the girls. “GET IN THE SHIELD, NOW!”

The princess’s eyes widened, but hearing the seriousness of his voice, she dove away from Luna and into Armor's shield.

“NO! GAH!” the necromancer raged, trying to fire a jet of green magic at Celestia. It struck Armor’s shield and dissipated before reaching her. “…BAH! NO MATTER! I HAVE MORE THAN ENOUGH POWER NOW! HER SOUL IS A BOTTEMLESS WELL! SO . . . I N V I G O R A T I N G !”

Darkstar exploded with energy as he sapped power from Luna. He fired a thick green at Starswirl, immediately setting the wizard’s entire body on fire. Fluttershy nervously started healing him, but she was interrupted when Darkstar fired a bolt at her as well, causing her to squeal painfully and burst into fire.

“Quick, it’s our turn to hide!” Pinkie said quickly, lifting Rarity off of the ground.

Before Rarity could finish yelping in protest, Pinkie threw her into Armor’s shield—Aeon reacted quickly and caught her. Darkstar vehemently fired an attack at Pinkie in retaliation, but she dodged it by bouncing out of the way.

Pinkie approached the immolated Fluttershy and Starswirl. “I said hide!” she squealed, seizing Fluttershy’s tail and the edge of Starswirl’s cape. She pulled them into the shield, dousing the green flames on them with a burst of azure magic from her Element.

Darkstar fired at Pinkie again, but his attack was disintegrated by Armor’s shield. The captain grunted, but he managed to keep it going strong.

“C’mon, Pinkie’s got the right idea!” Dash yelled, seizing the burned Applejack and pulling her into the shield as well.

“COWARD! HAH!” Darkstar cackled, turning his attention to Twilight—she was the only one left outside the shield.

“I’ll keep him busy!” Twilight quickly screamed to Pinkie. “Heal them up!”

Darkstar laughed hysterically, firing a series of green bolts at her.

Twilight quickly a small purple shield around herself—Darkstar’s bolts collided with the shield and shattered it, sending a shower of green and purple sparks whirling around them. Though her shield had been blown apart by his attack, it had successfully cancelled it out.

“Hmph,” muttered Darkstar, watching Twilight prepare a counterattack. They both fired at the same time, feeding a steady stream of green and purple magic that collided in midair between them. The collision left a splatter of molten white energy leaking from it—their powers were at an impasse.

“NO!” Twilight yelled, her eyes turning white. “The Elements of Harmony are stronger! Just give up!”

Darkstar started cackling again. The link between his horn and Luna’s horn brightened, and he started sapping a great amount of power from the princess, feeding it directly into his attack. Luna passed out from the pain, but her body continued to twitch.

Twilight pushed as hard as she could, but Darkstar's stream started inching through hers.

Over in the shield, Pinkie had managed to douse the flames immolating Fluttershy and Starswirl, but healing them was taxing her heavily. Her tongue was hanging out of her mouth, and she was panting heavily, feeling lightheaded from all of the energy she was putting out.

“Rainbow… Rainbow Dash… c’mere,” Starswirl whispered, lifting his hoof to wave at her.

Barely hearing his voice over the ear-piercing cackling of Darkstar, Dash turned from the injured Fluttershy’s side and lowered her head to hear him better. She cringed—Starswirl was badly burned. His outfit was charred beyond recognition, but he was still able to speak through his blackened mask. He whispered something into Dash’s ear.

“Are you sure?!” Dash asked worriedly, looking over her shoulder at Twilight and Darkstar.

“…GO!” Starswirl croaked painfully. Dash took one last look at him and Fluttershy before hurriedly taking flight, circling around from and gaining speed.

“PERHAPS THEY ARE STRONGER THAN ME,” roared Darkstar, as his stream continued to overwhelm Twilight’s. “BUT I… HAVE… FRIENDS… AHH HA HA HA-HA!”

“Can’t… give… up!” Twilight grunted, pouring everything she had into her stream. It wasn’t enough. His wave of energy was overwhelming hers, and in seconds, it would reach her.

Suddenly, an explosive rainboom from above took both of the unicorns off guard. The supersonic Dash seized Twilight and carried her out of the way—Darkstar’s beam overwhelmed hers, but struck nothing—it streaked off into the Dream Valley, leaving a mile-long trail of green fire in its wake.

“I have better friends!” Twilight thought triumphantly, almost blacking out—her body wasn’t used to traveling at supersonic speeds—she could no longer hear or speak, but she knew Dash had rescued her.

“WHAT?!” Darkstar furiously bellowed, watching the green fire in the Valley dissipate. He followed the rainbow trails behind Dash and began furiously firing a barrage of green bolts into the red sky, trying hopelessly to shoot down the supersonic pair.

Twilight was not the only one feeling lightheaded and ready to black out—Pinkie had drained herself to the point of exhaustion. The azure stream of magic she was channeling dissipated, and she started to fall forwards.


“Hold on, kid,” said Ragehoof—he seized Pinkie’s forelegs and lifted them up, sitting her down and holding her steady. “…You aren’t givin’ up that easily.”

“Cadance, over here!” Celestia called out, realizing that Pinkie had overtaxed herself.

“Hang on!” Cadance replied hurriedly. She was in the middle of healing Applejack’s burns—stopping the complicated spell prematurely would leave her victim in great pain.

Fluttershy, her mane and pelt frazzled from the horrible burns, suddenly heard a squawk in her left ear.

“…Dusky?” she wondered, recognizing the phoenix’s voice; Dusky twittered and chirped at her.

“…It hurts,” Fluttershy thought, trembling in pain from her burns. “…I can’t help anypony… I’m useless…”

Dusky chirped at her loudly. She couldn’t read Fluttershy’s mind, but she could tell that her pegasus friend wasn’t just physically hurt. She cawed at her several times.

“Dashie?" Fluttershy asked weakly. "W-what’s wrong with her?”

Dusky described the situation—Dash was narrowly avoiding Darkstar’s attacks, and he seemed to be getting closer and closer to striking the weaving supersonic pegasus.

“...NO!” Fluttershy squeaked loudly, startling everyone around her. Ignoring the searing pain, Fluttershy rolled onto her stomach and closed her eyes, powering her Element.

“That’s more like it!” Aeon exclaimed from somewhere to her right. “Go, Fluttershy!”

“Yeah!” Spitfire chimed in, galloping to Fluttershy’s side. “C’mon, kiddo! Rainbow told me you've got guts! You can do it!”

The Element of Kindness exploded with a shockwave of pink energy—Fluttershy’s mane, tail, and pelt immediately regrew, and her burns healed themselves in a matter of seconds. She turned to Starswirl next, striking him with a burst of healing magic.

“There we are!” Starswirl cheered energetically, floating off of the ground and casting a quick spell. His charred outfit repaired itself with a flash of blue light.

Fluttershy turned to Applejack—Cadance’s healing spell disintegrated, and Applejack’s burns immediately disappeared. She then turned to Rarity and Pinkie, rejuvenating them from their exhaustion.

Amidst the wild cheers in Fluttershy’s support, Starswirl lifted a hoof to silence them.

“Battle’s not over yet!” he reminded the Elite. “Rainbow isn’t going to be able to evade him forever!”

“What do you rec-“

Celestia was interrupted by a sudden CRACK of blue magic—Twilight materialized next to Starswirl. Her hair was windswept and she was nearly unconscious, but she was in one piece. Applejack and Ashton caught her before she collapsed, and Fluttershy rejuvenated her.

“We’ll need a plan of attack,” Starswirl continued. Twilight shook her head to recover, and gazed at Darkstar. He was still furiously firing bolts at Dash, unaware that Twilight was no longer carried by the blur of rainbow trails.

Free of her passenger, Dash was able to maneuver better, but she still did not dare attacking Darkstar directly—the closer she was, the bigger of a target she was, and his bolts were already coming dangerously close to striking her.

“Darkstar is drawing power from Luna!” Celestia said quickly. “We have to stop him!”

“There’s too much unstable energy around her,” Starswirl replied, trying to levitate Luna off of the ground. His blue aura was dissipated by the green energy pouring from her horn.

“Applejack, dear!” he said suddenly, turning around. “Have you ever played Buckball?”

“Uh,” Applejack replied, raising an eyebrow at Starswirl. “…Yeah? What’s that got to do w-“

“Luna’s the ball,” Starswirl interrupted. “The shield’s is your goal! Hurry!”

Applejack gulped worriedly. “Are ya sure about th-“


Cringing at the shout of the usually friendly wizard, Applejack galloped hurriedly out of the shield and around to Luna’s side. Little green bolts of green energy were shooting from her horn, threatening to connect with anything in a ten-foot radius.

“Well,” Applejack shuddered. “..Game point!” She galloped up to Luna—several green bolts immediately struck her, frazzling her hair and throwing her off course.

Another bolt directly struck the Element of Honesty on her neck—the attack exploded with a flurry of green and orange sparks. Applejack plowed through the bolts and reached Luna’s side, spun around, and bucked the unconscious alicorn with all her might.

Applejack’s hind legs were electrocuted, sending thousands of volts of necromantic energy through her body. She and Rarity began vibrating simultaneously, nearly passing out from the intense shock. Luna sailed through the air like a ragdoll, plummeting into Armor’s shield—the link between her horn and Darkstar’s horn disintegrated as soon as she landed.

“NO!” shouted Darkstar—the green fire immolating his body faded away. “YOU’RE ASKING FOR IT, SWIRLS!”

“Asking for what?” Starswirl laughed, teleporting Applejack back into the shield while Darkstar attempted to fire green bolts at her. Fluttershy turned from Rarity and started reviving the frazzled earth pony.

“YOU CANNOT HIDE IN THERE FOR LONG!” Darkstar roared, wildly firing bolts at the shield—Armor bared his teeth and poured everything he had into the shield, which was starting to lose its color.

“That doesn’t look like a smile,” Pinkie commented, hopping over to Armor. She channeled a stream of azure energy into the captain, rejuvenating him and allowing him to keep the shield together.

Darkstar’s assault on the shield was halted abruptly—Dash suddenly plowed into him from above, creating a massive rainbow-colored explosion as she slammed him into the ground.

Twilight teleported out of the shield and quickly followed up with a powerful blast of purple magic, completely engulfing Darkstar and incapacitating him.

“That’s it!” Starswirl shouted triumphantly, watching Darkstar struggle to recover from their attacks. “Third time’s a charm, girls! Let’s finish this!”

Rarity, Applejack, Pinkie, and Fluttershy hurriedly galloped out of the shield, and Dash took position above Twilight.

“NO!” Darkstar yelled furiously—this time, Rarity was ready for his shockwave. She powered her Element and steeled herself and her friends, causing his defensive outburst to feel like a harmless gust of wind.

“No running this time!” Twilight declared, firing a jet of purple magic at the ground below Darkstar—it foiled his attempt to sink into the ground. The necromancer frantically looked to his left and right, clearly having run out of options. Staring directly at Twilight as she and the Elements approached him, he suddenly grinned wickedly and started shouting again.


Darkstar’s bruised and burned body began to sprout thick glowing veins, all of which were glowed bright green. He hovered off of the ground, and the dark haze in the sky suddenly began to flow into his body.

The sun brightened, but the necromancer’s body started to darken until he was jet-black, leaving only his green veins and red eyes distinguishable. He puffed up and increased in size, landing on the ground and staring triumphantly at the puzzled Elements.



With a sudden CRACK, Starswirl materialized between Darkstar and the Elements. Their white eyes stared at him questioningly—they had been moments from unleashing their attack.

“Stop! If you strike him now, he’ll absorb your energy and explode!”

“Explode?” Twilight gasped, her eyes fading back to normal.

“…I WIN!” shouted Darkstar. “TOUCH ME, AND YOU ALL DIE!”

“He’s not bluffing,” Starswirl confirmed angrily. “…If he absorbs a harmonic wave, he’d take all of Equestria with him…”


“What should we do?” Twilight asked hopelessly. She and her friends floated to the ground next to Starswirl. “How can we stop him?"

“Hmm…” Starswirl pondered, looking up and down at Darkstar’s puffed up body. “…Well, he can’t do much like this… Celestia! C’mere!” The princess quickly teleported to Starswirl’s side.

“We can’t let him explode,” Celestia said, before he could continue. “That’s out of the question.”

“Can’t we teleport him?” Twilight asked, raising her voice over Darkstar’s cackling. “Somewhere very far away, and let him explode there?”

“The teleportation would trigger him to explode as soon as he rematerialized,” Starswirl told her. “Blink-porting him would be a suicide mission… Plus, we’re talking an explosion of megaton proportions here. At least two hundred, just with what he has built up… There’s nowhere he could explode safely.”

“What’s a megaton?” Dash asked, looking at him curiously. “That’s bad… right?”

“It’d take a chunk out of the planet,” Twilight answered worriedly, looking over her shoulder at her friends. Their jaws dropped open.

“The planet…” Celestia repeated quietly, her eyes traveling to Starswirl. “What about…?”

Starswirl’s heart sank. “…Yes, that would… that’d work,” he said lowly. “…It is far enough away…”

“What?” Twilight questioned, looking from Starswirl to Celestia as they silently gazed at each other. She realized what they were talking about—her face brightened. “…Space?! We can teleport him to space!”

“My satellite,” said Starswirl, gazing into the blue sky. “…It seems to be the only way.”

Twilight’s heart began racing. “W-what about the moon?” she asked, hurriedly looking over Luna—she was unconscious. “…Can’t we send him to the moon, and let him explode there?”

“Only Luna is capable of freely teleporting to the moon and back,” Celestia sighed. “But even if she was awake, think of the sheer size of the explosion... It could destabilize the moon’s orbit…”

“But all of your work!” Twilight protested, turning desperately towards Starswirl. “Your library! Your writings on arcane magic!”

“They’re all up here,” Starswirl replied distantly, tapping his hat; it began to glow faintly “…It’s not my writings that I’m worried about…”

“…Why not just send him into empty space?!” Twilight’s voice cracked; she was starting to tear up.

“How far can you teleport without a glyph?” Starswirl asked somberly, turning back to Celestia.

Twilight looked at the ground. “…It’s not fair,” she croaked, rubbing her eyes with her forearm.

“What of Trajo?” Celestia asked, placing a hoof on Twilight’s shoulder and looking back to the wizard.

“That’s just it…” Starswirl replied quietly. “I don’t have any glyphs that can send Darkstar to the satellite… The only option is a two-point portal."

“You create the in-point.... Trajo creates the out-point,” Celestia clarified—Starswirl nodded. “He would knowingly do this? Would he not die?”


“…Neither of us know,” Starswirl replied, stifling a laugh. “Can a two-hundred megaton explosion kill a creature made of floating neurons?” Twilight started sobbing uncontrollably—Pinkie, Applejack, and Dash comforted her.

“...Creature?” Rarity asked, placing a hoof on Twilight’s opposite shoulder. “…I thought Trajo was a pony?”

“He’s a Caelumi,” Starswirl replied sadly, turning to face Darkstar. “It means of the sky in ancient Equinn…”

“Trajo…” Celestia sighed. “He’s never even met most of us, yet he’s helped us all so much…”

“He’s learned a great deal by watching from above,” Starswirl shuddered, his voice caving into sadness. He chuckled weakly to try and mask it. “Heh, he’s… He's actually really curious to see if he’ll die or not… What kind of creature faces death with curiosity?”

Starswirl paused, his hat glowing for a few moments. “He… he says to hurry, though, because he thinks that Darkstar will explode of his own accord once he passes out from laughing…”

“A method to his madness…” whispered Celestia, shooting a furious glare at the obnoxiously hysterical necromancer. “Please, thank him… On behalf of us all…”

“I’m so sorry, Trajo…” Starswirl choked quietly, communicating a farewell to him and enshrouding Darkstar with a haze of blue magic. “…I love you, you crazy little blob…”

“Potential farewell,” replied Trajo. “You have my gratitude as well.”

Starswirl closed his yellow eyes; the cheeks of his grey mask dampened slightly.

Taking a deep breath, he initiated the two-point teleport.

Darkstar dematerialized in a swift CRACK.

Shining brighter than the sun, a green explosion illuminated the blue sky, sending a spherical shockwave in every direction. Though it made no noise, the earth still trembled violently beneath the team’s hooves for several minutes.

“…Trajo?” Starswirl asked aloud, his hat glowing. He choked the name several times, but received no response. He could not sense his friend at all.

“I had hoped to meet him someday…” Twilight sniffled through her sobs. “I-I didn’t even know he was another species, I thought he was a pony… Like, a lab assistant…”

“He was my lab assistant, indeed,” sighed Starswirl. “…But no, he wasn’t even remotely equine…”

“I don’t care what he was,” Dash interjected, comforting Fluttershy, who was also crying. “He’s a hero.”

“She’s darn right,” Applejack agreed, looking up from Twilight. “Ain’t nopony but a hero would give their life like that.”

“Nothing quite like him,” the wizard continued sadly, still gazing at the sky. Green energy from the explosion was still shimmering brightly as it dispersed. “...He’s devoid of the neurotransmitters that dominate us, you know. Fear, hatred, even happiness… None of it. Only an innate, subtle curiosity…”

“Is it safe to lower the shield, princess?” Armor called out from several yards away. “…Is it finally over?”


“Wait, princess,” Rarity interrupted quietly—her eyes were fixed on the center of the explosion.

“One moment,” Celestia called out to Armor. She curiously lowered her head to Rarity. “…What is it?”

“Look,” she replied, pointing a hoof where she had been staring.

“No…” Starswirl muttered. “No… No, NO!”

“It’s not possible,” Celestia said, her eyes widening. “He exploded!”


A fiery green meteor was falling from the center of the fading explosion, burning brightly as it plummeted into the atmosphere. It was heading straight for them.

“What is that?!” Twilight screamed.

“He lives,” replied the disbelieving Starswirl. “…I don’t know how, but he lives…”

“OH COME ON!” Dash whined, staring at the meteor while it continued to grow in size. “He freakin’ blew himself up! How did he survive that?!”

“INTO THE SHIELD!” Celestia yelled, spreading her wings and flapping them at the dumbfounded group. “Shining Armor! Full power!”

“Gah!” Armor yelled, pumping the shield to full power. Celestia made sure all of the girls had entered before quickly diving into the shield as well. Starswirl teleported to her side.

“Listen up!” Starswirl shouted over the confused voices within the shield. “Twilight! I want you and the girls to have a harmonic wave ready to fire! Once he lands, I’ll take him on!”

“By yourself?!” Applejack questioned—Twilight gaped at him.

“I’ve got one last trick up my sleeve,” Starswirl replied determinedly. “And he’s got to be weakened after that! There’s no way I can beat him, but I can immobilize him for you… As soon as I give the signal, you have to fire the Elements!”

“…W-what are you going to do?” Twilight stammered curiously.

“A little something I call arcane infusion,” he explained, looking directly at her for a moment. “...Never done it before, it’s pretty dangerous… but Trajo always encouraged me to try. I think it’s about time I did!”

“Right!” Twilight replied, grinning at him and wiping her tears away. “Come on, girls! Let’s do this!”

“HOLD ON!” Armor yelled through bared teeth, closing his eyes as the meteor crashed next to his shield. The ground rumbled violently, but the shield stood strong against the sudden shockwave and dust storm kicked up by the impact.

“They’re ready!” Celestia told Starswirl—he raised a hoof at the girls to wait. Twilight, Pinkie, Dash, Fluttershy, Rarity and Applejack were all floating in a circular formation; their eyes were white, and their Elements shone brightly.

Starswirl’s hat began ejecting a barrage of purple lightning into the air, and a brilliant violet glow overtook his body. The lightning thickened into a ball around him, making it impossible to see him through the constant flashes.

“NO…” Darkstar’s demonic voice roared from the crater. “I WILL NOT BE DENIED… ANY LONGER!”

The crater where his meteor had impacted exploded with a flash of green light. It struck Armor’s shield with overwhelming force—the shield shattered, allowing a threatening wave of green magic to flow unopposed towards the exposed Elite within.

“AGH!” Rarity screamed, using her Element to absorb the deadly magic from the entire team. She faltered in formation, but Fluttershy healed her quickly and she retook her spot with her friends.


“I’m afraid you will be,” Starswirl’s voice boomed from within the ball of arcane lightning. His entire outfit had disintegrated into purple energy, leaving only a thin silhouette—the outlines of his white mane and tall horn were visible for the first time. He continued to speak, his voice getting louder and louder.

“I’m sorry, Elcian…" the wizard continued. "This is over!”

“I… AM… WITHOUT… END!” Darkstar screamed hysterically. “I AM NO END BUT YOUR END!”

Starswirl did not reply—he channeled a massive barrage of bolts towards the necromancer while he tried to emerge from the crater. The bolts arced and formed into brilliant purple chains, which bound all four of his foe’s legs together.

“You are still so brilliant… It really is incredible how quickly you learned the necromantic sap!”

Starswirl’s voice had deepened dramatically; it now sounded as though two voices were speaking at once—his usual cheery voice, overlapped with one that was ancient and deep.

“I’m almost afraid to use arcane infusion in front of you, but I know you won’t learn this one… You made a choice, remember? We both did..."


Darkstar roared defiantly, trying to break the violet chains upon his legs—they tightened painfully, preventing him from moving any further. Still able to shout, he continued raging at Starswirl.



“That’s why it didn’t work! Necromancy isn’t the path to becoming a god! Neither is arcane! No magic is!”


Darkstar tried to cast a retaliating spell, but Starswirl silenced him with a swift bolt of lightning to the throat. Sputtering wildly, the necromancer lifted his hoof and tried to block the assailing bolts, but they set him ablaze with a crackling purple fire.

“It isn’t about what I know,” Starswirl chuckled, shaking his head. “It’s about what I accept…”

Darkstar's furious red eyes fixed themselves on Starswirl, momentarily ignoring purple flames that continued to burn his body. “This is not over,” he declared vehemently, losing the hysterical twinge in his voice.

The wizard said nothing; he turned and nodded to the Elements, levitating Darkstar into the air with an aura of powerful blue and purple lightning.

Twilight grinned, and her friends echoed the expression. They released a powerful harmonic wave—it flowed into Darkstar’s chest and wrapped around him, engulfing him entirely in light.

Rainbow-colored lightning bolts streaked from the necromancer as he roared defiantly, kicking his chained legs hopelessly against the overwhelming tsunami of harmonic energy.

“I’m sorry, brother,” Starswirl said quietly—Darkstar’s shouting silenced. “I should’ve never let you go…”

The magic of the Elements subsided, and Darkstar floated in place for a moment before plummeting back to the crater below. The cloud of dust settled, revealing his motionless form.

Darkstar had been turned to stone.

Chapter 15 - The Ancient Watchers

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“Aw YEAH! Yee-haw!” cheered Ashton, being the first to break the silence following their victory. “Y’all finally got ‘em!” He paused, glancing at the stone statue that was Darkstar. “…For real this time! Yeah!”

The ball of violet lightning enshrouding Starswirl burned out, and he collapsed to the ground.

“Is it really over?” Twilight asked, floating to the ground. She and her friends stared at the statue of Darkstar.

“Just like Discord, he has been trapped until the Elements say otherwise,” Celestia proudly explained, smiling at her. “This time, you have not just saved Equestria—I daresay you have saved every living thing in the world!”

“Couldn’t’a done it without this guy!” Dash cheered, swooping over to Starswirl and tackle-hugging him.

“Rainbow’s right, everypony,” Applejack agreed heartily. “We couldn’t’ve done it without ya, mister Swirl!” Dash helped the laughing wizard back into the air, and he started floating on his own again.

“Pish posh,” Starswirl replied humbly, though he was still laughing. “Come now, we’re all heroes here! At this point I can comfortably say that without any one of us, the rest of the team would have failed miserably by now.”

Most of the Equestrian Elite laughed with him upon hearing it, but they knew it was true.

“Starswirl is correct,” Celestia reminded them, as the laughter died down. “Darkstar was undoubtedly our most dangerous foe, and I will admit, I feared for our lives… But no longer!”

The Elite erupted into cheers, so she gave them a moment before continuing.

“Two known foes remain,” said Celestia. “Haakon, and his so-called Blood Legion, and the Zentnor Collective. In light of our most recent victory, I would say that their defeat comes swiftly!”

The team cheered again wildly, stomping their hooves at her.

“Rest now, friends,” the princess smiled, as they calmed down. “In two hours’ time, we will head south, and reclaim Tartarus! It will be a long journey—we are still nearly one-hundred miles away. Dismissed!”

While the Elite began to disperse into their sub-groups, Starswirl floated through them and approached Terra and Cadance.

“…Swirly…” said Terra, staring cautiously at Darkstar’s motionless statue. “…Tell me the truth. How long before he breaks out of there?”


“Mother, I’m sure he won’t-“

“As long as the Elements deem it so, he’ll stay in there,” Starswirl interrupted Cadance.

She frowned and raised an eyebrow at the wizard.. “…You say that as though the girls might…”

“They are mortal, Mi Amore,” Terra firmly reminded her. “...They will die, someday…”

“I predict we won’t have to worry about that for a great many years,” Starswirl interjected optimistically. “Even if the girls were to pass, the Elements' power will remain."

“It could be over a hundred years,” Terra sighed, looking at the Elite around her. “Out of sight, out of mind for them… two blinks of an eye for us…”

“Provisions will be taken before that becomes an issue, I assure you,” the wizard replied calmly, placing a hoof on her shoulder. “Perhaps another form of imprisonment like Tartarus shall come along.”

Terra narrowed her eyes at him—she was not convinced.

“Whatever happens though, I promise, he will be dealt with accordingly,” Starswirl continued. “Until then, we’ll have Luna plant this little statue somewhere on the moon!”

“Banishment to the moon sounds good to me,” Cadance laughed, trotting towards the others. “I'll be back, mother!"

“…Perhaps,” Terra replied, taking a deep breath. When Cadance reached Shining Armor, Terra turned back to Starswirl and looked at him somberly.. “…You told her of… of Bridlemore… didn’t you?”

“I did,” Starswirl admitted quietly. “And I’m sorry, but she had to know before-“

“Thank you,” Terra sniffled, interrupting him. "...Thank you.... I couldn’t bear to tell her when we first met… W-we stayed up and talked for hours, but I just… I only wanted to hear about her life…”

“S’perfectly fine,” Starswirl replied cheerfully, patting her on the back—secretly, he was relieved that she was not angry at him. “I know Dartmoor would be very proud of both of you.”

“She's so much like him, and she never even saw his face…” Terra shuddered. “I… don’t know about me… but he’d be proud of her…”

“Let’s not forget,” Starswirl mused, looking into her glistening cyan eyes. “Were it not for your actions, none of us would be here. Darkstar would have destroyed Stalliongrad, Canterlot, Manehattan, Fillydelphia…” He turned towards the rest of the team. “Ponyville would never have been founded! You see the girls there, the ones that enrich your daughter’s life? None of them would have been born...”

“It wasn’t enough, though,” Terra replied, looking back to the entombed Darkstar. “...Can he ever truly be killed?”

“Of course he can,” Starswirl told her confidently. “Just like you and I can be. It’s possible, it's just ridiculously complicated… I’m sure he’ll meet his true end someday. We may just be there to see it!”

“If I had the power…” Terra clenched her hoof, furrowing her brow angrily.

“Power has nothing to do with it,” Starswirl argued, gently lowering her hoof with an aura of blue magic. “Overwhelming force is not the answer... Something else is the key to his demise, and we shall find it someday.”

Terra paused, placing her hoof back on the ground. “...The sooner, the better…”


“Over here, ace!” Soarin’ called out quickly, flying backwards away from Spitfire and waving at Rainbow Dash.

Spitfire flew between them, her eyes fixed on the red Frisbee in Dash's mouth. She jerked her head to the side and threw it at a wide angle—Soarin' weaved around Spitfire and swooped into the Frisbee from above, catching it before she did.

“Go long!” Soarin' laughed triumphantly, backing away from Spitfire. Aeon carefully eyed the Frisbee in Soarin’s mouth—Dash soared away, and Soarin’ dove under Spitfire, launching it through her hind legs.

“I got it!” Dash cheered, opening her mouth to catch it. Aeon swooped in front of her and intercepted the Frisbee before she caught it.

“That’s more like it, doc!” Spitfire whooped, kicking one of her hind legs into Soarin’s shoulder and pushing him away. “Quick, I’m open!” Soarin’ tried to block her, but she evaded him as quickly as she could.

Aeon studied their movements carefully as they shoved each other out of the way, but they suddenly disappeared behind a bright cyan blur. “Now, now, Rainbow,” he mumbled, talking with the Frisbee still in his mouth. He removed it with his left hoof and got ready to toss it. “What did I say about predictable flight patterns?”

“Oh yeah?!” Dash asked, smiling intensely—she swooped to the left, and back to the right, flying under him and then backflipping over him, doing an impressive somersault before returning to a hover in front of him.

“Exactly!” Aeon laughed, getting ready to swoop to the right. Dash darted to her left to stay in front of him, but it was a feint—he juked in the opposite direction, increased his altitude, and threw it to Spitfire before Dash could shift her momentum to intercept it.

“Fine, that’s four to four!” Dash shouted. “Let’s break the tie, Soarin’!”

“That’s what I’m talkin’ ‘bout!” he cheered back.

“You’d better throw hard, ace,” Spitfire called back intensely, grinning at her.

Dash couldn’t help but feel butterflies tumbling about in her stomach—the Wonderbolts had officially given her a nickname!

“If it weren’t for all the fighting and all of this saving the world nonsense, this’d be such a fine day!” Rarity proclaimed, leaning back on a lawn chair that Twilight had conjured for her.

“You said it,” Twilight agreed.

She yawned and relaxed in her own chair, watching the four pegasi playing Frisbee with the red disc she had conjured. High in the sky above the competitors, Fillydelphia’s weather team was creating some scattered cloud cover, casting pleasant shadows across the Dream Valley below.

Twilight looked around for a moment. “Say, where’d Fluttershy go?”

“She’s gone to the forest in the east with Duskwing,” Rarity replied, patting her grumbling stomach. “Said something about lunch…”

“Whatever she comes up with, it’ll be nice to actually have a meal,” Twilight sighed. Her thoughts traveled to the last proper meal she had, which had been a dinner with Spike two nights ago. “I hope Spike is doing okay…”

“I’m sure he is,” Rarity sighed, closing her eyes. “He can be responsible, you know? I’m more worried about Sweetie Belle." Her eyes shot open, and her expression became worried. "Goodness, what if she’s come around asking for help with her homework again? Nopony in town even knows where we’ve run off to!”

“Sure they do!” Pinkie said cheerfully, leaning over Rarity’s head and blocking the sun with her poufy mane. “The princess told them, remember?”

Rarity looked confusedly at Pinkie “The broadcast,” Twilight clarified, sighing. “There must be so many ponies out there worried about Tartarus, I wish there was a way to tell them we’ve got it under control…”

“Almost got’em! C’mon, AJ! Curl yer hoof!” Ashton cheered. “That’s it!”

Applejack and Ragehoof were lying across from each other on their stomachs, locked in an intense hoof-wrestling competition. Their elbows were buried in the ground, and each of them was struggling to overpower the other.

The two earth ponies were evenly matched. They glared at each other intensely, while Ironmane, Ashton, Shining Armor and Cadance cheered them on.

“You’re pretty tough,” Ragehoof muttered, narrowing his eyes at her.

“Pretty and tough,” she corrected, grinning back at him.

Feeling Applejack’s muscles twitch, Ragehoof suddenly summoned a burst of reserved strength, jamming his opponent’s hoof into the ground and almost flipping her over in the process.

“Close,” Ragehoof admitted quietly, shaking his sore leg as they stood up. “…If you used the Element, you would’ve easily beaten me... why’d you hold back?”

“’Cause that’d be cheatin’, partner,” she told him cordially, extending her hoof at him. “Ya ain’t got an Element of yer own, it wouldn’t’a been fair!”

“Huh, if you say so,” Ragehoof replied, shaking hooves curtly and turning around. The cheering crowd around them dispersed as he walked away.

“Wouldja like yer hat back?” Ashton offered, being the only one left with her.

“Y’know, it don’t look half bad on ya,” she smiled. “Brown might be yer color after all. Dirt don’t show up on it like it does with yer white!”

“Hah!” Ashton laughed, placing the hat back on her head and brushing some dirt from his white vest. “That was mah dress-hat; this here’s mah dress-vest. Ah didn’t know Ah’d be out here fightin’ so soon! When the princess said ‘t meet’er in the Royal Hall, Ah couldn’t show up dressed in mah rustlin’ duds!”

“That’s just ‘cause yer a gentlecolt,” Applejack told him, causing his cheeks to redden. “Speakin’ ‘a which… yer not so gentle that ya’d let me win in a hoof wrestle, are ya?”

Ashton's love of competition overwhelmed his nerves. “’Fraid not, ma’am,” he grinned. “But Ah’d be happy ‘t give ya some pointers after Ah whoop ya!”

“Just look at that,” Cadance sighed dreamily, watching them prepare to wrestle. "Isn't it amazing?"

“Hmm?” Armor asked, looking in the same direction as her. “Oh yeah! Huh… I’m gonna bet on Applejack.”

“Not that,” she giggled, elbowing him in the ribs and narrowing her eyes at him. “Look at them!”

“Huh?” he asked, looking at her curiously for a moment. He looked back at the hoof-wrestling pair and thought about it. “…You think it’ll be Ashton? I dunno about that...”

“No, I mean,” Cadance sighed in exasperation. “Ugh! Colts… So oblivious!”

“So you do think it’ll be AJ?” Armor asked mischievously, grinning at his frustrated wife.

Cadance narrowed her eyes at him suspiciously. “…You’re messing with me again, aren’t you?”

“No way! I really was going to bet on Applejack!”

“Ugh! I’m not talking about the hoof-wrestling!”

“I didn’t say I was, either!”

Cadance stopped scowling and widened her eyes at him. “Wait… You think she’ll-?”

“Definitely,” Armor replied confidently. “She’s the one with the Element! Of course it’ll be her!”

“I’m still not sure we’re talking about the same thing here,” Cadance said, looking back at the evenly-matched competitors. “What is it you’re talking about?”

“The same thing as you,” Armor laughed, grinning. Cadance rolled her eyes in annoyance. A few yards away, Ironmane couldn’t help laughing silently to himself, having overheard their entire conversation.


“Quite an interesting display of necromancy earlier, sister,” Celestia said to Luna as she regained consciousness.

Luna lifted her head from the pillow that had been placed under it earlier, blinking a few times as she collected herself and observed her surroundings.

“I…” she started quietly, falling silent as her eyes locked onto the entombed Darkstar. The dark princess sighed and looked at the ground, unable to find words to explain herself.

“Interesting and effective,” Starswirl interjected, floating towards the two sisters. “She saved my life, you know. I wouldn’t be criticizing her knowledge of the dark arts.”

“Is it not necromancy that drove Darkstar insane in the first place?” Celestia asked cautiously.

Starswirl landed next to them, chuckling. “No, Darkstar drove himself insane by trying to become a god."

Celestia narrowed her eyes at him. “Did you not once refer to it as evil magic?”

Starswirl rolled his glowing eyes. “Yes, necromancy can do many evil things, but that doesn't make the magic itself inherently evil. You could just as easily call any weapon evil, regardless of the morality of the one who wields it."

“But what good can possibly come of it?” Celestia asked worriedly. “It’s a weapon of mass destruction…”

“Do you think I was able to make Shining Armor’s ring and Rarity’s necklace by guessing they’d work against necromancy?” the wizard asked curiously. "It has its defensive perks, you know."

“...You are Capable of necromancy as well?”

“I know a few basics, yes,” replied Starswirl, stroking his beard and turning towards Luna, who had remained silent. “I think explanations are in order, though. I learned what I know of necromancy after the Battle of Stalliongrad, so I could better combat it in the future… Why did you learn it, Luna dear?”

“I… did not learn it with such honorable intentions,” Luna admitted, silently looking at the ground for a few moments. She somberly gazed at Starswirl and Celestia, who were waiting for her to continue. “I do not recall when and where I began studying the necromantic arts, but… I have… memories… of many things I learned while afflicted with the curse of Nightmare Moon…”

“Do you?” Starswirl asked curiously, gazing into her eyes. “…Care to share?”

“…Horrible memories,” she corrected herself shamefully. “Foreign desires took hold of my heart, and compelled me to plot against my own kingdom in many ways…”

“…May I?” Starswirl asked, tapping the brim of his hat with his hoof. “This may be one of the few possible ways to figure out just who placed that curse upon you.” As the hat began to glow, Luna’s eyes widened—she realized what he was suggesting.

Luna looked over at Celestia; her expression remained neutral. Gulping hesitantly, she looked back to the wizard and nodded at him.

“Just calm your mind, Luna dear,” Starswirl chuckled. “Trajo taught me this little trick, and it was quite effective on Lagos. I’m curious to see how effective it’ll be on you. Well, actually, I’ve been wondering that ever since I learned it...”

Luna narrowed her eyes at him. “If you would,” she said impatiently, closing them.

“That’s the Luna I know,” Starswirl laughed, closing his eyes as well. He reached out to the princess’s mind, forming a haze of blue energy around her head.

Images suddenly flashed through Starswirl and Luna’s mind, reeling through countless memories which replayed behind their closed eyelids. Thousands of them were of the moon’s surface, but as he dug a little deeper, Starswirl started seeing images of himself through Luna’s eyes.

“It is with great pain that I must do this,” Celestia’s voice echoed, from somewhere to the right. “Starswirl, please remove the Elements from her.”

“NO!!” Starswirl shouted—it was Nightmare Moons voice that came out of his mouth. He was seeing the event through her eyes.

The version of him in the memory conjured a powerful arcane force, and pulled the Elements of Loyalty and Generosity from Nightmare Moon’s jet-black body. With an explosive shockwave, he pulled the Element of Magic from the struggling mare as well.

“Princess Luna, you are banished forthwith from the kingdom of Equestria," Celestia declared sadly. "I pray that solitude may remind you of your true self.”

Three lifeless stones crashed to the floor between them—one of them had a diamond figure embossed upon it, and another had a lightning bolt. The third, a tall star, disappeared moments after striking the floor.

“…I am so sorry, Luna…” the silent voice of Starswirl echoed.

Celestia’s necklace, bearing three brilliant gems—a butterfly, an apple, and a balloon—began to glow as she channeled the power of her Elements. With a flash of tricolored magic, Nightmare Moon blacked out, and the memory faded.

Starswirl dug deeper, rewinding past their mutually painful memory and trying to find the source of Nightmare Moon’s curse.

“There’s a gap,” Starswirl thought, as the memories suddenly started coming up blank. “Hmm…”

“Whosoever placed the curse upon me has covered their tracks well,” Luna’s current thoughts echoed in his mind. “I have spent many days of deep introspection, trying to access these memories, but they have been…”

“…Erased…” Starswirl finished for her, realizing that there was a chronological gap of nearly a month in her memory system. He probed the edges of the gap curiously. “Wait a moment, here’s something…”

The wizard suddenly saw multicolored stars, and his vision started to black out, as though he was falling asleep. In the memory, Luna struggled to re-open her eyes, seeing a vague silhouette above her.

“…You will do nicely,” a deep voice echoed. The winged silhouette above her triumphantly drove a hoof into her face, knocking her out completely and ending the memory fragment.

“That!” Starswirl shouted aloud, breaking the mental link and opening his eyes. “That… Is very interesting…”

“What is?” Celestia asked curiously. Luna opened her eyes and looked at Starswirl as well, unsure what he could have learned from such a vague fragment.

“I saw a figure of… Well, I don’t know what he was, but he was identical to the figure I witnessed when looking into Lagos’s past,” Starswirl explained in surprise. “A winged, four-legged creature, and he was using magic…"

“An alicorn?” Luna suggested quietly.

Starswirl shook his head. “That would make sense,” he started, “but the voice was undoubtedly male."

“You need not remind me that alicorn DNA is incapable of forming a Y-chromosome,” Celestia sighed in frustration. "What are your other theories?"

He chuckled at Celestia's dramatics. "Cross-referencing Luna's memory with Lagos's memory leaves me relatively certain of only three things—one, he is male; two, he is a winged equine; three, he is immortal. Everything else is, unfortunately, pure conjecture."

"Those certainties alone rule out all possibilities I am familiar with," Celestia replied; Luna shrugged hopelessly.

“Rule nothing out as of yet,” Starswirl told her curiously. “Remember that any sentient creature in existence is capable of magic, and magic is capable of a great many things..."

The three immortals paused for a moment, silently pondering their situation.

“Perhaps we should search for this unknown threat at a later date,” Celestia suggested. “For the moment, it would seem that Darkstar is late for a one-way trip to the moon."

Luna nodded at her, standing up and walking towards the lifeless statue. “...He shall remain there forever,” she seethed, surrounding Darkstar with an indigo aura of magic. She teleported him to the moon, leaving him lying sideways upon an endless sea of white rocks.

“Without knowing how to teleport, he will have a tough time returning,” Celestia sighed in relief. "Even if he should somehow escape his entombment from the Elements."


Starswirl paused to notice a yellow pegasus approaching the team from above. “I certainly agree!” he added cheerfully, floating off of the ground. “However, I simply refuse to think on an empty stomach any longer. Come, young fillies, it’s time to get something to eat!”

“Food’s here, everypony,” Fluttershy called out quietly, not getting a response. She placed a large basket of cauliflower sandwiches on the ground, which caught Rarity’s attention.

“It is lunch time!” she sang loudly, hopping from her chair.

Fluttershy dove out of the way of the swooping pegasi, galloping ponies, and teleporting unicorns as they dog-piled onto the platter, each of them seizing a sandwich and zooming away.

“I’m sure there’s enough for everypony,” she said quietly. When the dust settled, there was nothing but an empty basket. “Oh… Enough for everypony but me, I guess…” Fluttershy sat down dejectedly.

Dusky cawed from above, carrying a sandwich in her claws.

“You rescued it!” Fluttershy exclaimed—the phoenix dropped the sandwich into her hooves. “You’re such a sweetheart, Dusky! Thank you!” She happily munched the sandwich as Dusky perched on her folded wing, preening her shadowy feathers.

“…Boy, that hit the spot,” Fluttershy commented, swallowing the last bite.

“Hello there, Fluttershy,” said Starswirl, floating to the ground and sitting next to her. She shifted nervously, still slightly uncomfortable around the masked wizard. “Thanks for the sandwich, it was simply delicious!”

“Oh, um,” she stuttered. “N-no problem, Starswirl, sir…”

“I was wondering if you could do me a little favor,” he replied cheerfully, ignoring her bashfulness. “You see, I’d like to ask Duskwing a question, but as it were, I don’t speak phoenix!”

“Did you hear that, Dusky?” Fluttershy asked, turning around—her nervousness melted away into excitement as the phoenix cawed in acknowledgement. “She can understand you, you know,” Fluttershy continued, turning back to Starswirl. “She just can’t talk like us, but I can translate what she says!”

“Wonderful!” Starswirl replied, turning to look at Dusky. “You see, Dusky, I’m curious... Do you remember who it was that first turned you into the Nighthawk?”

Dusky looked at the ground, squawking a couple of times before shamefully looking back at him.

“She doesn’t remember much about him,” Fluttershy explained, eyeing the bird with concern. “…He was really mean… and she never got a good look at his face.”

“It was a he, then…” Starswirl mused, pausing to think for a moment. “Could you describe him a little? As much as you can remember?”

Dusky spread one of her wings, chirping a few times. She hopped off of Fluttershy's back and pointed at one of her friend's hooves, squawking once.

“Oh my,” gasped Fluttershy. “…He had wings and hooves, and he was really tall…”

“Did you see any distinguishable colors? Perhaps a feather design? A wingspan? …Anything?” Dusky shook her head sadly as he asked each question.

“I see…” Starswirl replied, beginning to hover off of the ground. “Well, thank you very much!”

“Oh, no problem at all!” Fluttershy said, waving up at him. “I’m glad I could help!” Dusky waved her wing as well.

“That is very interesting,” thought Starswirl. “He's also behind the transformation of the Nighthawk..." The wizard floated into the air and observed the southern horizon for a few moments, mulling things over in his head.


“Putting the pieces together, are we, Swirly?” a mischievous voice suddenly echoed in his mind.

Starswirl stopped hovering and froze in place, his yellow eyes widening in shock.

“…Discord?” Starswirl asked aloud, quickly silencing himself and responding telepathically instead. “…WHAT are you doing in my head?!”

“I thought I’d pop in and say hello,” Discord laughed, his voice echoing as though he were in a large room. “Don’t you enjoy hearing from me? Besides, the plot demands I continue to make appearances!”

“The what? The plot? Ugh, Discord, I never guessed you were a pervert…”

“Oh, whoops,” giggled the draconequus. “No, dear friend, you misunderstand me. I just have a certain love for breaking walls, if you know what I mean.”

“Walls? What are you babbling about now? Have you gone completely insane?”

“Like a fox!” Discord cheered triumphantly, apparently delighted to have confused the wizard. “More importantly, though, I’d like to help you out a little.”

“Oh, how charitable of you. Are you going to tell me why you’re really here?”

“Heh, heh-heh. Why would I ever do that? It’d ruin the fun! Just listen to what I have to say, Swirly. I promise it’ll be worth your time!”

“Ugh, get on with it. If you’re just here to bother me, I’ve got no problem blocking you out.”

“Fine, fiiiine,” Discord moaned dramatically. “I just wanted to tell you that you’re on the right track, that's all.”

“…The right track? You’re talking about the immortal who has been trying to subvert Equestria?”

“Equestria? Meh, close enough,” Discord giggled for a moment. “You know, you’d be surprised how often the right track leads to an oncoming train.”

“Oh, subtle. You're saying I should quit while I’m ahead?”

“While you still have a head, that is. Did you ever wonder who sent me to Equestria in the first place?”

“WHAT?!” Starswirl’s jaw dropped open within his mask, causing him to look very strange.

“Couldn’t help myself,” Discord giggled, his voice starting to trail off. “I knew it’d make your big ol’ head explode! Gotta go, I’m late for a party! Good luck with your other squabbles!”

“Uh, are you alright, dude?” Spitfire asked, flying in front of the wizard. He blinked twice, staring straight ahead as Discord's voice faded from his mind.

“...Never better!” Starswirl replied cheerfully, regaining his composure rapidly. “Just had a brilliant idea, that’s all. I’m sure you know the feeling!” He tipped his hat at the Wonderbolt, floating downwards in a hurry.

“…Yeah, guess so,” Spitfire laughed, watching him puzzlingly as he rejoined Celestia and Luna.

“Hah, too slow!” Dash cheered, catching the Frisbee that Spitfire had neglected to intercept.

“Whoops, forgot to call time-out,” she grinned, flying around and attempting to block Dash’s pass to Aeon.

“…You’re certain it was Discord?” Luna asked Starswirl, after he had hurriedly explained his most recent encounter with Dusky and the draconequus.

“Oh, it was him all right,” Starswirl replied quickly. “Whoever this is, he’s not just an immortal… He’s a patient immortal. I had thought those not to exist!”

“Har, har,” Celestia laughed sarcastically. “Just how does his supposed patience make him any greater a threat?”

“Because if he continues to pace himself accordingly and cover his tracks, we may never root him out,” Starswirl explained, his chuckle fading into a serious tone. “I still agree with what you said earlier—Tartarus is the immediate threat—but we must investigate him posthaste.”

“Perhaps, but I see a large problem with your theory,” Luna interjected. “If this immortal is the mastermind behind Discord, Lagos, the Nighthawk, and Nightmare Moon, then his goals are contradictory… You claim to have heard him ordering Lagos to assassinate Discord. Why would he send his own against each other?”

“That makes absolutely no sense, you’re right,” Starswirl replied in frustration. “It’s interesting and infuriating at the same time. I can indisputably confirm that it was the same being I witnessed in Lagos and Luna’s memories…”

“How can you be so certain?” Luna asked.

“Eidetic comparison, hard to explain,” Starswirl explained dismissively. “The point is, it really was him… Perhaps he changed his mind about Discord? That snarky bugger can be quite the turncoat…”

“What if Discord is lying, and Duskwing is mistaken?” Celestia asked, to which Starswirl shrugged. “Discord is known for playing with our minds, and Dusky’s description was verbal. Could Fluttershy not have mistranslated?”

“Do you never pay attention to Discord’s ramblings?” the wizard replied curiously. “I challenge you to name one time he has directly lied.”

Seeing Luna and Celestia struggling to think of an occasion, he continued. “Think of it this way. Earlier, when he appeared to all of us, he said, the truth is far more entertaining, and I must ask you, what motivates Discord more than his twisted ideas of entertainment?”

“Sorry to interrupt,” a flat voice interjected from behind Starswirl and Luna.

The three immortals turned to face Ragehoof, who had been quietly standing there for an unknown amount of time. He turned and pointed at the northern horizon.

“Our armor has arrived.”


“Whoa, what in Equestria is that?” Dash asked, staring into the sky ahead of her.

“That’s a dirigible!” Aeon exclaimed from behind her, his voice containing a mixture of fascination and concern. “It looks griffon-made, but look at those designs! I’ve never seen anything like them before!”

Barely visible through a thick layer of clouds, an elaborately designed airship was flying towards them. The helium balloon holding it up was so light a blue that is was nearly indistinguishable from the sky, and the ship below it was a bright grey, seamlessly blending in with the clouds behind it.

Despite its camoflauge, its proximity to the Elite was close enough to allow them to see it.

“...Is that what I think it is?” Soarin’ asked, looking over at Spitfire.

The Frisbee fell out of her mouth as she gaped at the airship. “…I don’t believe it,” she replied. “What’s the brotherhood doing in Equestria?!”

“C’mon boss, we’d better warn the princess about this,” Soarin’ told her, seizing her hoof and pulling her along.

They descended quickly towards Celestia, Luna, and Starswirl, all of whom were staring at the airship. The rest of the team had begun nervously staring as well, periodically looking at each other and trying to figure out what to do.

“…Who did you say was crafting the armor for us?” Celestia asked Ragehoof, cautiously eyeing the airship as it continued to approach.

Ragehoof seemed to be the only one unaffected by the dirigible's sudden appearance. Looking at Celestia over his shoulder, he started to explain. “It’s a group of secretive artisans called the-“

“Princess!” Soarin’ interrupted him. “Princess Celestia!" He and Spitfire landed across from her. "That ship belongs to the…" The Wonderbolt looked over at his captain nervously—she nodded her head at him. "It belongs to the Chinobi Brotherhood!” He scrunched his mouth shut after saying the last two words.

“…I’ve never heard of them,” Celestia replied curiously; Starswirl and Luna looked at each other, shrugging unknowingly.

“I didn’t know they were in the practice of potentiating showboat pegasi,” Ragehoof interjected, glaring condescendingly at the two Wonderbolts. “Guess they’ve gotten lax recently...” Soarin’ threw an annoyed glance back at him.

“They’re a secret organization of… well… ninjas,” Spitfire explained. “That’s the best way I can describe them… When Soarin’ and I earned third degree black in Tae Kwon Pegasi, our master offered us a chance to join them…”

The rest of the Equestrian Elite approached curiously, listening in on the conversation.

“…Ninjas?” Celestia asked slowly, making sure she had heard the word correctly.


“The Chinobi Brotherhood is an elite society of secretive artisans, from all kinds of backgrounds,” Ragehoof clarified. “The stunt flyer here is probably talking about their martial artists.”

"Could you explain?" Celestia asked. She, along with the rest of the Elite, gave Ragehoof their undivided attention.

He nodded curtly. “The blacksmith in Gryphus—the one I ordered to craft our armor—he’s my connection to the Brotherhood. That airship belongs to them, so they're probably here to deliver it."

“I must be honest, Ragehoof, I wasn’t expecting it to be anything impressive,” Celestia admitted, nodding her head at him respectfully. He shrugged.

Celestia turned back to the Wonderbolts. “Spitfire, Soarin’, what are your connections to this… Chinobi Brotherhood?”

“Well, uh,” Soarin’ started, nervously glancing at the airship. “M-maybe you should tell’em, boss…”

Spitfire sighed at him and rolled her eyes. “Master Xingust, our Tae Wing Do instructor in Gryphus, has some sort of connection to the Brotherhood,” she explained to the team. “He’s like, a recruiter or something. He’s the one who told us about it and offered us a chance to join.

“We just wanted to become black belts so we could earn a scholarship to Cloudsdale University, but we were so good at it, we figured we’d stay for a little bit longer. When we earned our third degree, Master Xingust took us to the Chinobi Brotherhood and offered us entry…”

“You declined too?” Ragehoof asked curiously, raising an eyebrow at her.

“I-it was a little, well…” Soarin’ interjected.

“It was intimidating,” Spitfire admitted shamelessly. “We never really wanted it to become more than a hobby, so we kinda had to say no…”

“Scared, huh?” Ragehoof chided, mildly amused. “I can see that-“

“They seem to have spotted us,” Celestia interrupted, ignoring Ragehoof’s mocking; the airship had slowed to a halt over the Dream Valley, not far from Lagos’s fallen armor. “Would the three of you kindly accompany me to meet them?”

“Can we come too, princess?” Twilight asked excitedly. “They sound really interesting!”

“Perhaps it’s best you remain here for the moment,” Celestia replied, to Twilight and several others’ displeasure. Noticing this, she continued, “Once our business has concluded, I will ask if they will allow visitors.”

“That’s where I told them to meet us.” Ragehoof said, indicating Lagos's armor. “Told’em to look for signs of a battle.”

“Very well, let’s go meet them,” Celestia ordered, hopping into the air and spreading her wings. Spitfire and Soarin' followed along.

“Gonna give me a lift?” Ragehoof called out in annoyance. A golden aura of magic suddenly surrounded him—he was lifted from the ground and levitated along with the trio. “…I guess this works…” he muttered.

“Good luck with that!” Starswirl called out, waving at them.

“Five thousand years of roaming the world, and you’ve never heard of them?” Luna asked him quietly, while the rest of the team waved as well.

“Not a peep!” Starswirl replied enthusiastically. “Isn’t it fascinating?!” Luna rolled her eyes.

“I’ve read legends of a band of traveling martial artists,” Aeon piped up. “Vigilantes of the East they were called; travelers who silently eliminated threats to the Griffon Kingdoms…”

“It sounds so far-fetched, I’d probably never believe something like that without primary sources,” Twilight replied. Celestia, Ragehoof, Spitfire, and Soarin’ faded into the clouds surrounding the airship, disappearing from view.

“Myself neither, Miss Sparkle,” the professor admitted. “I took a course in pre-classical literature to help complete my degree; it all sounded like to me as well. Perhaps I misjudged it!”

“Wow, pre-classical literature is so chock-full of metaphors and fiction that it’s almost impossible to get anything of value out of it,” Twilight sighed, recalling all of the strange poems she had glanced at before switching books. “How did you survive?”

“Hey, I wrote some of that,” Starswirl huffed, in a mockingly offended tone. “It was just how ponies wrote back then!”

“The fog conceals their approach,” Luna interrupted, raising a hoof to silence their commentary. “…Keep your eyes peeled for signs of danger…”

The fourteen Elite fell silent and watched carefully.

“This fog’s so thick,” Spitfire observed—the group slowed their approach due to a lack of visibility. “How can the airship's drivers see through this muck?”

“Look behind you,” Ragehoof muttered, jabbing his hind leg towards the south.

Celestia and the Wonderbolts turned around, seeing a perfectly clear sky behind them. “It’s some kind of fancy magic,” he continued. “You’d know more about it than me.”

“Opaque when looking in, but nearly invisible when looking out,” Celestia said in awe. “A clever combination of magic and weather manipulation…”

“Yeah, they’re pretty good. Stop here, and fly me up ahead,” replied Ragehoof. “I’ll give them the sign.”

The three winged equines slowed to a hover. Celestia maneuvered Ragehoof ahead of her and held him in place roughly thirty yards from the obscured airship’s wooden deck. He drew his two front hooves together, holding his legs taut, and his elbows pointing outwards. He bowed his head, keeping eye contact with the edge of the ship.

“CHI-O QUO-SAI,” shouted a voice from the ship. There was a sound of clanking metal, and Ragehoof lifted his head.

“Let me do the talking,” he told Celestia quietly, whispering just loud enough for her to hear. “Send me in first and land on the deck behind me. Bow just like I did—wait three seconds and rise again. Don’t speak until spoken to.”

“…Very well,” Celestia replied warily, looking back at Spitfire and Soarin’. “Understood?”

“Yes’m, princess,” Soarin’ whispered. “Master Xingust taught us w-what to do, we’re good… I think…”

“Seems like I’m the one who has to worry,” Celestia whispered back, smiling quickly before turning back to Ragehoof and readying herself. “Shall we approach?”

“On my mark,” he replied, turning towards the ship—he raised his voice. “CHI NU QUO SAI! SET-DA!”

Another clanking of metal responded to his shouts, and Ragehoof nodded for Celestia to continue.

She pushed him along, following behind. The stained wooden deck of the ship became clearer as they approached—armored figures of all shapes and sizes stood silhouetted upon it. They were so perfectly still that it took a couple of glances to realize they were not statues.

Various equines and griffons were concealed under the pale iron armor, and they carefully followed the movements of the approaching group with their eyes. Griffons, pegasi, unicorns, earth ponies, donkeys, and even a couple of rams comprised the diverse cast of guards, unified by their posture and armor.

A single armored griffon stood apart from the others in the middle of the deck.

Celestia deposited Ragehoof in front of her, landing with Spitfire and Soarin’ to her left and right. The four Elite bowed immediately upon landing, keeping eye contact with the armored griffon in front of them.

In uncanny synchronization with each other and the Elite, the entire assembly of guards bowed in return.

“…two… …one,” Celestia counted down in her head, slowly ending her bow. The guards ended their bow as well, and they looked at each other silently for a moment.

“Ragehoof,” said the nearest griffon guard, a smile spreading across his formerly serious face. “...Where’ve ya been, ya wingless scallywag?”


“Daemon,” Ragehoof replied gruffly, extending a hoof. The griffon promptly pounded it with a balled up claw. “I didn’t think Anvil Spark would bring the whole ship," he continued. "I almost feel honored…”

Celestia’s eyes widened, and she blinked a couple of times, looking around at the guards—they were no longer anything like statues. They were casually dispersing and beginning to chat amongst themselves.

“S-sorry ‘bout that princess,” Spitfire said quickly. “They’re really formal when meeting new people, but they chill out quickly when they’re sure you’re not a threat…”

“Yeah, it’s a little, uh…” Soarin’ added, rubbing the back of his head nervously. “…Tense, I guess… it’s part of how they stay secret. If you don’t get the greeting right, well… I heard it’s not pretty.”

“And I thought they were going to be constantly formal,” Celestia sighed in relief. “This isn’t so bad.”

“Oh, yeah,” Ragehoof said to the griffon called Daemon, indicating Celestia and the Wonderbolts. “They’re part of the team I mentioned. She calls it the Equestrian Elite.”

“Oooh, the monarch of Equestria herself,” replied Daemon, eyeing Celestia up and down. He glanced at Spitfire and Soarin. “Xingust’s potentials too, not bad, not bad.”

“My name is Princess Celestia, and I represent the kingdom of Equestria,” Celestia introduced herself, nodding politely. “...Do you represent the Chinobi Brotherhood?”

“Hah!” the griffon roared, placing a claw on his armored chest and laughing heartily. “No one represents us! We represent ourselves!”

“Supposedly a community of equals,” Ragehoof clarified, shrugging. “No leaders, just followers of an ideal. They’re a collection of the best craftsmen, martial artists, magicians, and scholars from the Eastern Kingdoms, and they assist those who keep the peace.”

“What is the need for such secrecy, then?” Celestia asked, directing the question at them both.

“She knows nothing of the code?” Daemon scoffed at Ragehoof. “Did you not prepare her for meeting us?”

“Well, uh, we were kinda busy,” Ragehoof muttered, trotting towards the bow of the ship. He pointed towards the Dream Valley in the south, where Lagos’s armor lay visibly strewn across the rolling plains, accompanied by craters and large patches of dead grass.

Darkstar’s massive attack that Twilight had narrowly avoided had also left a wide, mile-long patch of scorched earth, which was clearly visible from the ship.

“A great foe laid to rest, huh?” Daemon asked, enthusiastically observing the battlefield.

“Three,” Ragehoof corrected him. “Seven-hundred thousand and three, if you count the first one’s minions.”

“Hah!” Daemon laughed. “Anvil Spark figured you’d need the armor made as fast as possible, so we brought his entire shop on board. Most’a the brothers are down below, helpin’ ‘em out.”

“Oh yeah?” Ragehoof asked, mildly surprised. “Ambitious. Let’s see how they’re doin’.”

Daemon turned from the bow and led the four Elite towards a slanted cabin at the opposite end of the deck. The cabin’s double doors were elaborately designed, and appeared to be made of thick wood, though there didn’t appear to be any doorknobs to open it with.

“The materials you sought are of the finest quality we could procure,” Daemon laughed. “Hopefully that check you wrote doesn’t bounce!”

“It won’t,” Ragehoof muttered. “There’s still well over four million to my name in the east.”

“Four million?” Soarin’ gaped at him.

Ragehoof shook his head and didn’t reply; it seemed he wasn’t keen on discussing it. Ragehoof’s wealth soon went to the back of their minds when the trio saw an aura of white magical energy envelop Daemon’s left claw.

“You can utilize magic?” Celestia asked curiously, watching him telekinetically open the large doors.

“Nothin’ like ya horned folk can,” Daemon replied, grinning at her. He led them into the well-lit interior of the cabin; the wooden walls were embossed with exotic designs, and a strong scent of incense washed out from within.

“But yeah,” Daemon continued, while Celestia and the Wonderbolts marveled at the cabin’s interior. “Antonidas can teach anyone the basics of hornless magic.”

“Antonidas, headmaster of Canterbury Academy?” Celestia asked, looking back to Daemon in surprise.

“The very same, your majesty,” an aged voice replied from Celestia’s left as she entered the building.

She turned swiftly to gaze at the speaker—he was a purple-pelted unicorn with a short beard and mane, sporting a thin moustache on his face. He floated in midair between a donkey and a ram, all three of them suspended by a white aura of magic.

Antonidas bowed his head respectfully at Celestia—she returned the gesture in awe, hurrying to catch up with Daemon and Ragehoof. The back of the cabin ended with a spiraling veneer stairwell; Daemon began descending it, leading them into the lower deck of the ship.

“I still do not understand the secrecy of your brotherhood,” Celestia said, increasing her volume to remain audible over the sudden sounds of clanking echoing from below. “Could you explain more?”

“Daemon, explain the code to them,” Ragehoof said nonchalantly, exiting the stairwell and entering the noisy, smoke-filled lower deck. “I’m gonna check with Sparky.”

The lower deck wasn’t as well-lit as the cabin, but that was largely because of the smoke and steam clouding the air. The room was full of blacksmithing equipment of all shapes and sizes; large anvils and cooling troughs were in the middle, while the side walls of the room were lined with furnaces.

Dozens of hammer-wielding equines and griffons were going about their blacksmithing work, following the instructions of a green, teal-maned unicorn with a blue fez upon his head. His mane and tail were short and messy, and his cutie mark was a shining jet-black anvil.

Ragehoof approached the green unicorn, who appeared to be the one called Sparky.

“Leave me with the tourists, of course,” grunted Daemon; Celestia, and the Wonderbolts remained at the edge of the room with him. “Well then,” he continued, “the code itself is a law written in ancient Equinn. It’s hard to translate word-for-word, but I can explain the gist of it.”

“It demands pacifism, right?” Spitfire asked. “I remember a little bit of it from when Master Xingust first told us about it...”

“In a way,” replied Daemon, shifting his gaze from Celestia to Spitfire. “There’s two important things that the code forbids; taking hostile action, and seeking recognition.”

“Wait, so you never actually fight?” Soarin’ asked, scratching his head confusedly. “I thought you guys were all about martial arts and stuff… if you never fight, what’s up with all the armor?”

“Lots of armor, yes,” Daemon laughed, sizing Spitfire up with his eyes. Noticing his crude glances, Soarin’s face started to turn red with anger, and he stepped between them.

“But do you see any weapons on us?” Daemon continued, grinning mischievously at Soarin’. “No, our only weapon is metaphorical; knowledge.”

“You’ll teach martial arts,” Celestia pondered. “You’ll teach powerful magic, and you’ll teach others to defend themselves… But you do not use the skills yourself.”

“Precisely,” replied Daemon, looking back to the princess and crudely evaluating her curves. “That's why we're makin' this armor for you instead of just fightin' with you."

"Is Ragehoof not compensating you for your work?" She ignored his suggestive glances.

"He paid for the exquisite materials," Daemon continued. "But otherwise, we're not working for personal gain. The other big no-no it forbids is seeking recognition.”

“That is why you hide yourselves with such secrecy,” Celestia deduced. “Simply knowing of your existence brings recognition in and of itself.”

“Nail on the head, tuts,” he grinned, the corners of his beak subtly curling upwards. “We only make exceptions for potential members of the Brotherhood—they’re what this is all about.”

“That includes us, then?” Celestia asked curiously. “We are… potentials?”

“Every member of the Equestrian Elite is a potential,” Daemon clarified, snapping his eyes away from her flank. “As well as many others in the Eastern Kingdoms. The catch is, you gotta find us through another potential, the Brotherhood themselves can't reveal themselves to you.”

“That makes sense, I guess,” replied Spitfire, placing a hoof on the angry Soarin’s shoulder to calm him down. “Soarin’ and I found Master Xingust… But what about Ragehoof? Is he in the Brotherhood?”

“He's another potential, just like you,” continued the griffon. “He proved himself a potential by slaying three dragons, and found us by encountering Anvil Spark over there.”

“…Three dragons?!” Spitfire asked; she and Soarin’ gaped at him in awe.

“If potentials are able to reveal the Brotherhood to other potentials,” Celestia asked, ignoring the Wonderbolts next to her. “What prevents your existence from becoming public?”

Only to other potentials. If they squeal to anyone else, they’re banished,” Daemon laughed. “Besides, what’s your gut reaction when somepony claims that all of the brightest and most skilled equines are a part of a secret society?”

“Conspiracy theorists…” Celestia said quietly, realizing that she had heard such things being said before, but had never considered them plausible. “…Without any proof, nopony would believe them…”

“Precisely, the public does much of our job for us,” Daemon continued. “The rest of it we complete with powerful magic and elusive skill. For instance, would you believe me if I told you that a spy has been observing your battles since they began in Fillydelphia?”

“It’s a pegasus, isn’t it?” Ragehoof asked, standing next to Spitfire and Soarin’. None of the three had seen him approach.

“…Clever of ya, Rage,” said Daemon, hesitating for a moment. “How’d ya know? Potentials aren’t supposed to know anything specific about the spies…”

“It didn’t conceal itself from the rainstorm well enough,” Ragehoof replied bluntly. “I saw its silhouette during Terra’s little outburst. Flyin’ right over us the whole time.”

Very clever… How’d you know where to look, though?”

“That’s for me to know and you to find out,” Ragehoof told him dismissively. “Go help Sparky cool the mithril.”

Celestia, Spitfire, and Soarin’ followed Daemon with their widened eyes as he nodded curtly and headed over towards the green unicorn.

“Why does he obey you so readily?” Celestia asked curiously.

“There’s more than one reason they call us the potentials,” Ragehoof explained, watching Daemon use a pair of black tongs to carefully lift a white-hot slab of metal from one of the cooling troughs. “We have the potential to do what they can’t, as well as the potential to join them. Technically, they’ll do anything for us, as long as it doesn’t violate their code.”

“You’re using a loophole in their philosophy…”

“Nah, I think it’s the intended purpose,” Ragehoof told Celestia quietly. “They don't like to get their hooves dirty, so they help out those of us who do."

“It still baffles me that they appear so blindly devoted,” Celestia commented.

Ragehoof shrugged. “Dunno, not like I'm gonna complain. C'mon, let’s head up to the deck,” he said, passing her and entering the veneer stairwell. “I had someone order the helmsman to pick up the others—they’re gonna fly us the rest of the way to Tartarus.”

“Well…” Celestia said, following him up the stairs. “We will speak of this later, then. Suffice to say, Ragehoof, I am impressed. Thank you for doing this.”

“Don’t thank me for anything until we’ve won,” Ragehoof muttered.

Spitfire and Soarin’ remained on the lower deck, still curiously watching the blacksmiths’ work.

“…Why didn’t anypony tell us that these guys’d do whatever we want?” Soarin’ asked, looking around at the busy Chinobi assisting Anvil Spark. “This is awesome!”

“It’s probably not just anything, chief,” Spitfire told him, scrunching her face in disgust as Daemon winked at her from across the room. “...But hey, suddenly the scholarship money makes sense…”

“You’re tellin’ me,” Soarin’ growled, narrowing his eyes at Daemon.

“C’mon, let’s find ace and doc,” Spitfire said quickly, hoofing him in the shoulder and heading up the stairwell. “They’re probably dyin’ to find out what’s goin’ on!”


“Ooohh… my… goooooosh…” Rainbow Dash moaned, her voice vibrating.

“These guys rock, don't they, ace!?” Soarin’ asked excitedly. The two blue pegasi were lying on their bellies, receiving an expert back massage from a pair of Chinobi earth ponies. They were on the bottom deck of the dirigible—the noisy blacksmithing work happening on the deck above was barely audible.

Upon being picked up, the Equestrian Elite had quickly dispersed among the Chinobi. Most of them—Twilight, Aeon, Starswirl, Celestia, Luna, and Cadance—had eagerly joined Antonidas in the cabin. He was a historian of the brotherhood, and had answers to many of their questions.

Ashton, Ironmane, Applejack, and Shining Armor had gone with Ragehoof to the armory, which was on the opposite end of the blacksmithing area. An arsenal of exotic weapons was on display—Armor and Ironmane were grinning like foals in a candy shop.

Rarity followed them at first, but she had been immediately sidetracked by the blacksmithing room. She watched excitedly while Daemon processed the mithril suits, entirely oblivious to the crude way he was looking back at her. She was far too thrilled to see her design suggestions coming to life before her eyes.

Pinkie Pie had decided to utilize the hour-long flight to Tartarus by meeting every single member of the Brotherhood on the dirigible. Terra had reluctantly agreed to tag along with her son-in-law at the armory; Cadance insisted that they needed to spend some time together.

The remaining pegasi of the team had been tipped by Ragehoof that the Brotherhood’s doctors in the clinic below were also skilled at full-body massages.

“Lots of pressure right beneath the sub-dermal wing connection,” one of the Chinobi doctors muttered to the other; he nodded in acknowledgement.

Dash and Soarin’ suddenly moaned again, loudly and simultaneously, as their masseuses changed tactics and focused on the wing bone and its connecting muscles.

“Uh, should we come back later?” Spitfire giggled, peering into the clinic from the hallway.

“Are they all right?” Fluttershy asked, pushing past her and checking up on Dash and Soarin’. “Whew, I was worried…”

“Hah, yeah, I was worried for a different reason,” laughed Spitfire, trotting back into the lavishly decorated hallway. “We’re up next, kiddo. Excited?”

“I don’t know,” she replied nervously. “They seem like they’re being awfully rough… My wings aren’t tough like Rainbow’s. You don’t think they’ll get hurt, do you?”

“Naw, I don’t think so,” Spitfire replied, stretching her own. “It sounds like the doctors know what they’re doin’. It sure as hay isn’t Soarin’ makin’ Dash squeal like that, hah!”

“Oh no, you’re probably right,” Fluttershy agreed, watching Dusky fly around a corner further down the hallway. “Soarin’ probably isn’t a doctor.” Spitfire snickered at her obliviously innocent teammate, patting Dusky on the back of her head when she landed between them.

“Lookit this one, captain,” said Ironmane, lifting an oversized bronze crossbow from a shelf in the armory. “It’s not collapsible like mine, but look at that string… It definitely packs more torque! It comes with a whole slew of elementium bolts, too!"

“I don’t know what these are made of, but they’re so light weight,” replied Armor, balancing a thick silver polearm on his foreleg.

Ashton was staring at an oddly-shaped weapon that looked like a silver cylinder attached to a rectangular bracelet.

“What’s this’un do?” Applejack asked curiously, poking her head next to his and staring at it.

“That’s a wrist rocket…” Ironmane explained enthusiastically, butting in between them and carefully lifting it from the display stand.

“Rocket?!” Ashton asked, his eyes widening. “What’s that?”

“It’s like fireworks, only more powerful,” he grinned, fastening the circular band around his left forearm. “Point. Shoot. Boom.”

“And more dangerous,” said a tall orange unicorn stallion, who had previously introduced himself as Forge, the Brotherhood’s weapon smith. “Handle it carefully, please…”

“So let me see if I understand,” Terra said to Forge, watching the team move on to other eye-catching weapons. “You craft these toys, but you are forbidden to use them?”

“That's correct,” replied Forge, using an aura of green magic to carefully return the wrist rocket to its stand. “These weapons exist to be wielded by the potentials, not us.”

“You’ve put an awful lot of faith in us… potentials…” Terra continued suspiciously. “Your motives make little sense. What do you truly know of us?”

“Very much,” Forge revealed. “Our network of spies is vast, and it spans the entirety of the Eastern Kingdoms. If a threat to the peace is made, we’re prepared to assist the potentials in any way possible, so long as it does not violate our code.”

“…And just how often have the potentials used your assistance?” Terra questioned him, sounding increasingly accusatory.

“Very rarely, I’m afraid,” Forge admitted. “It’s rare for a potential to even discover us, and even more so for them to take full advantage of our services. Only potentials can recruit other potentials, and they must do so carefully, because they take responsibility for the potential’s actions…”

"What, then, is the point of the Brotherhood?"

“Where we cannot fight, we teach,” Antonidas clarified for his curious audience. “Like myself—I am headmaster of the Canterbury Academy of Higher Magic. It’s regrettable that I’m honor-bound to shun association with the Brotherhood, but it’s a core value of the code. Still, I do my part to better society, as it would demand of us.”

“Where did the idea for such strong secrecy originate?” Starswirl asked his fellow wizard. “Surely the Brotherhood has not always functioned in secret?”

“Written history says otherwise, I’m afraid,” the aging unicorn continued, pushing his thin glasses further up his muzzle. “Prior to 2579PC, the Brotherhood was not documented in writing. It is my belief, though, that it existed for many thousands of years before then.”

Pre-dating the pre-classical era?” Twilight gushed. “That pre-dates written history itself!”

“Written history in Equestria,” Celestia interjected. “This was long before my time as well, but if I understand correctly, civilizations in Southern Equador had pictographic languages many thousands of years before the Equinn writing system.”

“It may well be that the Chinobi way originated from one of those civilizations,” Antonidas suggested, shrugging disappointedly. “I wish I knew, to be honest. Knowing nothing of our order’s origins infuriates me as much as you, let me promise you that!”

“Just how long has Princess Celestia been a potential?” Rarity asked Daemon, who continued to work busily while answering her questions. “Surely longer than us?”

“Oh I’m no history buff,” Daemon replied, carefully laying out another paper-thin sheet of mithril. “I can only guess that it’s been a long time, and being a princess means you’re a little too busy to notice a secret society of passive-aggressive enthusiasts.”

“But you said that these potentials can inform other potentials of the brotherhood’s existence,” Rarity recited. “There must have been many potentials that have joined throughout the years!”

“That’s just the thing,” Daemon said bitterly, pausing. “Once you join, you’re not a potential anymore. Speak of it publicly, even to the potentials, and you’re forever banished from the Brotherhood…”

The griffon resumed his work, pounding a slab of purple metal into a flat shape. “Most of us are encouraged to stay in seclusion from society to avoid the risk of a slip-up,” he continued loudly. “The spy network is always watching us, and they don’t hesitate to banish anyone that accidentally blabs to family or friends.”

“Why would one even join the Brotherhood, if one could just remain a potential?” Rarity questioned curiously. “It seems that potentials receive all the benefits.”

“All of them except access to the spy network,” Daemon explained, shaping a slab of white-hot mithril with his hammer. “Think of the Brotherhood as a system of checks-and-balances... The potentials, the brothers, and the spies. They all work together, but only through each other.”

“This is hopelessly confusing,” Rarity huffed, covering her ears from the high-pitched strikes of the hammer. “Just what is the point of the spy network, other than banishing whoever who betray the Brotherhood?”

“They determine who the potentials are,” Daemon continued, flipping the metal over and continuing to rap on it. “When and where our assistance is needed, and they provide vital intelligence.”

“You’ve mentioned this spy network… mmm… yeah, you mentioned it before,” Spitfire said, trying to suppress her moans of enjoyment while the Chinobi doctor massaged her back. “Just how many of them are there? …ooooooooohhhh… uh… mmm… and uh, how come we never see them?”

“Quite a few of them are merely unknowing informants,” her doctor explained, pressing his dark blue hooves into her back, causing her moan uncontrollably for a moment. “Average pony folk, interviewed by our actual spies, under the guise of a gossip newspaper or such. They watch all of us.”

“Sometimes, the surveillance is more direct,” the other doctor continued, gently rubbing Fluttershy’s back with the tips of his hooves. “Unicorns and pegasi with invisibility spells are employed to watch targets that may be a high-risk situation. I can't say much more about it, though.”

“So they’re… in… invisible…?” Fluttershy asked nervously, looking around. Spitfire started to say something, but was interrupted by three successive cracks in her lower back, causing her to exhale heavily and blissfully forget what she was going to say.

“Indeed,” replied the doctor working on Spitfire, putting pressure on her lower spine. “It's most effective.”


“Do you not know these spies?” Terra continued to interrogate Forge, having backed him into a corner. “Are they not fellow members of your Brotherhood?”

“Th-they are, of course,” Forge explained, stuttering as he tried to slide away from her. “We, the brothers, know them, but the potentials cannot, so, yeah… Can’t say anything specific. Each branch only works openly with the next, it’s a circle tha-”

“And just why is that?” Terra pressed, blocking his attempt to saunter away from her.

“Uh, Terra, maybe you should-“

“Silence, boy,” she hissed at Armor. “Something is amiss here, and I seek to get to the bottom of it…”

“I-I really am not sure what you’re talking about,” Forge gulped. “The Brotherhood holds no secrets from the potentials… A-ask, and I’ll answer honestly…”

“If you were holding a secret from me, I would be beating it out of you as we speak,” Terra seethed.

Ragehoof approached her and watched curiously, but did not intervene.

“No, I know you hold no secrets…” she continued. “But I know that something is amiss here, and you are going to tell me more of these spies…”

“Hi!” Pinkie exclaimed, her pink head popping out from behind Daemon’s anvil. “My name’s Pinkie Pie! What’s your name?”

“I’m Daemon,” he muttered, snickering at her and dousing a slate of mithril in a tank of multicolored liquid.

“Ooohh, that’s liquid rainbow!” Pinkie gushed, poking a hoof towards it.

“WAIT!” Daemon shouted, grabbing her hoof and preventing it from touching the trough. “It’s super-cooled liquid rainbow… you’d freeze your leg off if you put it in there!”

“Super-cooled?! Oh! Duh! How could I forget? Rainbows are always cool! See, I’ve got this friend named Rainbow Dash, and she’s just sooooooooo super-awesomely cool-“

“Pinkie, come now…” Rarity moaned. “Run along and continue your introductions, please… I’m trying to speak to Daemon here of important issues… Regarding my privacy!”

“Just how many of these spies are there?” Starswirl asked, his cheery tone having subverted to a very curious one.

“Well over two hundred,” Antonidas replied nonchalantly, flipping rapidly through the pages of a book he had just conjured with a flash of green magic. “…Wish I could tell you more about the history, I really do. So many hours of research, and I just can’t come to any sort of conclusion!”

“I’m actually more curious about these… spies…” Twilight agreed nervously, feeling uneasy. “There’s over two hundred of them? Who are they? What do they do?”

“Oh yes, I’ve met most of them,” Antonidas continued, lazily closing the book and dematerializing it. “I’m not allowed to say much, other than they’re pretty nice, and they’re quite good at what they do.”

“And you have no problem with the fact that they are watching you constantly?” Cadance asked, slightly disturbed. “…Even when you sleep?”

“Well I have nothing to hide, so of course not,” the wizard replied, looking at her over the rims of his glasses. “I really don’t see what’s so fascinating about the spies...”

“We are potentials now; does this mean that spies’ll be tracking our every step from now on?” Armor asked Forge. He had realized why Terra was so adamant on asking questions, and had joined her in the interrogation.

“…Yes, of course,” replied the orange unicorn, nervously looking around. “That’s just how it works… really, it’s nothing to get upset over.”

“There’ll be hundreds of ‘em, and we won’t even know they’re there?!” Applejack asked, raising an eyebrow curiously. “Doesn’t that, Ah dunno, creep ya out? Just a ‘lil bit?”

“Not really, n-no…” Forge stuttered. “I guess it bothers you, though?”

“Yeah it bothers me,” Dash protested, having joined in the questioning of the doctors. “Don’t any of you knuckleheads think that stalking is weird?”

“Ace is right, this is really startin’ to sound fishy,” Soarin’ added. “…I’ve had stalker fans before, but I can just fly away from those... and I can at least see them, y’know…?”

“Y-yeah…” Spitfire agreed, no longer enjoying her massage due to the chills running down her spine.

“You speak as though they are going to report on their surveillance to someone,” said Fluttershy’s masseuse, feeling his client began to shiver. “They don’t, unless they find out you’ve betrayed the Brotherhood’s trust.”

“Oh no, this is not going to be happening,” Rarity insisted, narrowing her eyes at Daemon. “There is no way I am okay with… with… PEEPING into my personal life!”

“Heh, you say it like it’s such a bad thing,” the griffon replied, continuing about his blacksmithing work. “I’ll bet you can get used to it after a while. I sure did...”

“Okay, that’s it,” Twilight said, standing up. “There’s something wrong here, and I know I’m not the only one who can feel it!”

“Like that feeling when there’s eyes on the back of your head…” Aeon added, taking flight and nervously eyeing the motionless armored guardsmen out on deck. “I don’t like it at all…”

“Where are they now, Forge?” Ironmane asked, narrowing his eyes at the trembling cornered unicorn. “Why aren’t you allowed to talk about them? What’re they gonna know? …Unless they’re right here, right now…”

“Well?!” Dash asked, glaring at the doctors while they quietly continued their work.

“Hi!” Pinkie said, bouncing in front of one of the guards on the upper deck.

“Answer me, this instant!” Rarity demanded, stomping a hoof into the wooden floor.

“Do it, Twilight,” Celestia ordered quietly. “I don’t think we’re getting any more cooperation from them, whatever they are...”

Twilight nodded, and prepared a quick spell, gathering energy into her horn and amplifying it with the Element of Magic. Her eyes started to glow, and a small ball of violet energy formulated on her horn.

“I assure you, there’s nothing to-“

Antonidas’s assurance was interrupted by a sudden shockwave from Twilight’s horn. It passed through the walls, floors, and entirety of the ship; every time it struck one of the Chinobi, it reacted with them, causing them to erupt into green energy.

“Oh, well then…” Starswirl muttered, watching Antonidas become engulfed by green light. “Huh.”

“What?!” Terra shouted—everyone backed away from Forge. Armor, Ragehoof, and Ironmane seized several weapons from the racks, immediately pointing them at him.

“Whoa! Get off of me!” Spitfire yelled, suddenly pushing the doctor off and backing away. Dash grabbed Fluttershy from the massage table and assumed a defensive stance.

“That’s not… no! Stay back!” Rarity demanded, backing away slowly from the blacksmiths around Daemon.

“Hey there, mister!” Pinkie giggled, looking into the solid cyan eyes of the jet-black guard as the green light around him faded away. “I remember you!”

His thin, silvery wings fluttered in place for a moment as he readjusted himself. His black legs had thick holes in them, and his ebony face had sprouted two large white fangs.

“You’re changelings…” Twilight gasped at the former Antonidas. “...You’re all changelings!”

Chapter 16 - Upon Ground Zero

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“A convincing trap,” Celestia said angrily, baring her teeth at the changeling who once was Antonidas.

“Probably the best kind of spy imaginable,” Starswirl agreed cautiously—all across the ship, the Elite began to assume battle stances, preparing for the worst.

“I knew something was wrong, I just knew it!” Twilight shouted. “Hold on to your hooves, everypony!”

Powering up the Element of Magic once again, Twilight locked on to Rainbow Dash, Fluttershy, Spitfire, and Soarin’, and immediately teleported them out of the clinic. Surprised and disoriented, the four pegasi, along with Dusky, materialized in the cabin by Twilight's side.

Twilight shifted her focus to the middle deck, teleporting Rarity and the six Elite in the armory to safety—they all materialized to her right, still holding the weapons they had taken.

“What now?!” Ragehoof yelled in confusion, raising his cutlass.

Breathless from the sudden teleportation spree, Twilight scrunched her face once more and recalled Pinkie from the outside deck, fully assembling the Elite in the cabin.

“Aw," Pinkie pouted, frowning as she rematerialized. "I hadn’t gotten his name yet!”

Celestia stepped forward angrily. “What were you planning, changelings?!” she shouted at the jet-black creatures, who were still recovering from Twilight’s disguise-breaking shockwave.

Four of the five changelings in the cabin recovered and backed away, but one of them—the one who had taken the form of Antonidas—stepped forward.

“…What did you think we were planning, your majesty?” he asked, slightly annoyed. “We were planning on bringing you to Tartarus, just like we said!” Though he still sounded like the headmaster of Canterbury, his ancient voice was now overlapped with a squeakier one.

"Likely story!” Dash interjected, zooming to Celestia's side. “I'd oughta toss you shifty little jerks overboard! We’ll keep the fancy ship for ourselves!”

“If you deem that absolutely necessary…” the sighed curtly. “You are the potentials, therefore that is your prerogative-”

“You can drop the whole potentials-are-our-destiny act,” Armor interrupted, raising his silver polearm. “You've gotta be pretty thick to think we’d fall for it now!”

“It is no act,” the changeling replied defensively. “Yes, we are changelings… Nearly half of those who become Brothers are such! Had you asked, I would have gladly told you...”

“He really thinks we’re gonna fall for it,” Ragehoof scoffed, sheathing his sword and walking past Dash and Celestia. “The only thing falling now is gonna be bugs!” He suddenly charged at the changeling and bashed a hoof into his face, knocking him to the floor.

The Elite prepared for a swift retaliation from the other changelings, but they only continued to back away defensively.

“I assure you, that’s… notnecessary!” the injured changeling below Ragehoof cried out. “Let us finish helping you, and we shall leave you alone if you so desire!”

“Helpin’ us?!” Applejack shouted at him. “You just went'n trapped us on this crazy ‘lil ship’a yers!”

“We have not trapped-“

“WHERE ARE YOU, SPARK?!” Ragehoof bellowed, drowning out the changeling’s voice. “WHERE IS HE!?" He scanned the other changelings in the cabin fiercely. "...WHICH ONE OF YOU DISGUSTING BUGS WAS ANVIL SPARK?!”

Two of the changelings parted to make a clear path from Ragehoof to the veneer stairwell—a single changeling, indistinguishable from the others, flew up the stairs and spoke to him. "Right here, Rage,” he said, pausing. “...What’s wrong?”

“WHAT’S… WRONG!?” Ragehoof roared, lowering his head. "WHAT DID YOU DO WITH SPARK?!"

The changeling's eyes widened, and he started hovering backwards, stuttering nervously. "H-h-he's b-back i-in..."

"Hold up a minute, partner," Ashton said, trotting away from the Elite and placing a hoof on Ragehoof's shoulder. "He ain't hurt nopony, there ain't no need to-"

Visibly trembling with fury, Ragehoof shoved Ashton away. "You're going to tell me... Where he is... Right now..."

"B-back in Gry-yphus, r-running h-his shop," the changeling continued, unable to back away any further. "H-he c-couldn't leave, s-so he-"

"...Looks like I have to BEAT IT OUT OF YOU!" Ragehoof exploded into a gallop, charged across the room, and dove at the hovering changeling—before he could reach him, a flying lasso caught his hind leg, restraining him in midair and forcing him to collapse before reaching his target over the stairwell.


“Ah said HOLD IT!” Ashton shouted, interrupting Ragehoof before he could yell anything else. "Ah ain't gonna sit here an' watch ya beat up somepony that ain't raised a hoof against us!"

Ragehoof tried to get up, but Ashton jerked the rope again, causing him to fall back down.

"Jus' listen to me!" Ashton shouted again. “All’a y’all, jus' listen!" As soon as he had the attention of the Elite, he continued. "Look here... Ah heard ‘bout what happened at the Royal Weddin’! Ah bet most of y’all were in Cannerlot at the time, am Ah right?”

Unsure where he was going with his interruption, most of the team slowly nodded their heads. Although Ragehoof said nothing in reply, he had been as well.

“I was not, but my daughter has spoken of their treachery!” Terra hissed. "The disgusting creatures dared to-"

“I watched from above, but all the same,” Starswirl interrupted her quickly, “please continue.”

Still cautiously holding the rope attached to Ragehoof's hind leg, Ashton walked over to the injured changeling who was once Antonidas, and helped him off of the ground.


“Lookit,” Ashton said, turning and facing the Elite once again. “Ah wasn't at the Royal Weddin', so Ah don't know jus' what happened with the changelin's there… But whatever it was, was it really enough to justify attackin’ a critter that ain’t lifted a single hoof against us?”

“Ashton,” Celestia seethed, trying to appear calm. “Changelings take the form of somepony you love and feed off of your feelings for them... That's their sustenance. That’s what they eat! How can we possibly trust something that feeds off of such deception?”

Ashton cringed. “…Alright, yer highness, that’s a little creepy, Ah agree…” he admitted. “But still, they’re livin’ things just like you an’ Ah. Can we at least talk to ‘em, without beatin’ ‘em senseless just ‘cause they’re changelin’s? That jus’ don’t feel right… Don't feel right at all…”

“…Ashton has a point, everypony... Stand down,” Celestia ordered, looking angrily at the impersonator of Antonidas. “Speak, changeling. Explain your actions.”

The Equestrian Elite abandoned their battle stances—though Ragehoof no longer attempted to charge at the changeling in the stairwell, he still trembled with fury.

All eyes fell on the injured changeling. “...Of course, princess,” he replied, wincing in pain. There was a large bruise on the side of his face—his jet-black cheek had swollen brown, and it seemed to be painful for him to speak. “Please allow me to apologize for… ah… OW!”

He was interrupted by a stream of pink magic flowing from somewhere among the Elite. It came from Fluttershy—she was healing his injury. “I’m sorry,” she squeaked, as several of the Elite stared at her. “...He was in a lot of pain…”

Celestia nodded to her understandingly before turning back to the changeling. “Continue,” she said curtly.

“Please allow me to apologize for the misunderstanding,” the changeling replied, rubbing the spot where his face had been healed. “...Though it may seem like we were intentionally deceiving you, we were only doing what we always do. The Chinobi Brotherhood has always included a caste of changelings..."

“Your kind tried to take over Equestria, and you ruined the biggest day of my life,” Cadance spoke up bitterly, jumping on the opportunity to speak as he paused. “Why would we ever trust you?”

"We do not associate ourselves with the Swarm of Queen Chrysalis. Not all changelings are comfortable with the idea of acquiring love through conquest... Some of us strive to be better."

Seeing that Cadance was struggling to form words, Twilight spoke for her. "What makes you any different?" she asked, narrowing her eyes. "I read a book about changelings after the attack on Canterlot—it says it's impossible for you to consume anything but love that's been gained through deception!"

Gazing at the wooden floor of the cabin for a moment, the changeling took a deep breath. Looking up at Twilight, he asked, “Can you change what you eat, and how you eat it?”

Twilight thought about it for a second. "...What's your point?" she continued accusingly. "If you have to deceive to survive, there's no way we can possibly trust you, even if you're not lying to us now!"

"My point is," he continued, "we cannot change what and how we eat. But that does not mean we have no sense of honor." Pausing again for a moment, he looked over at Applejack, who still seemed suspicious of him. "We strive for symbiosis. You are symbiotic with your food sources, are you not?"

"...What's that mean?" Applejack replied, raising an eyebrow. "Yer gonna need more than fancy words, partner..."

"You work hard to maintain your orchard, and keep your apple trees healthy—in turn, they bear fruit," he offered.

"Darn right we do," Applejack told him. "We work for our food, we don't steal it!"

"In that, we are similar," the changeling continued, before she could argue. "Allow me to present myself as an example. I assume the form of Antonidas, the Headmaster of Canterbury, because he, as a longtime friend, has allowed me to do so..."

"The real Antonidas has allowed you to do this?" Celestia asked disbelievingly.

The changeling nodded. "We symbiotically benefit one another. He has taught me to act in his likeness—I do so with such accuracy that even the fellow Brotherhood cannot tell us apart without using magic."

Aeon had remained silent since Twilight had unmasked the changelings, but he finally joined the conversation. "Symbiosis implies that Antonidas benefits from that relationship as well," he countered. "What, exactly, does he gain from somepony impersonating him? Even if the impersonation is flawless..."

"There are many ways he can benefit from it, professor," the changeling replied. "Antonidas often wishes to travel with the Brotherhood and assist us, but he is duty-bound to run the Canterbury Academy of Magic. Though I have learned much from him, I still cannot teach his more advanced classes... I can, however, perform administrative duties on his behalf."

"You allow him to be in two places at once!" Starswirl chimed in enthusiastically—the rest of the Elite gawked at him for sounding so upbeat. "I think I've found a suitable metaphor for you... You're vegetarian changelings! Fascinating!”

Sighing in relief, he continued, “Indeed. Like me, each of the changelings in the Brotherhood has a partner. Though you may not know many of them here..." He indicated the nervous changeling hovering at the end of the stairwell. "Anvil Spark was unable to leave Gryphus, so his partner here traveled in his place..."

Ragehoof exhaled furiously upon hearing the name.

Applejack stepped through the Elite and approached the changeling. “Well then, what’s yer real name, mister?” she asked, extending her hoof.

“Ch’tar’do’brel,” he replied, clicking his tongue behind his teeth three times. He shook hooves with her—seeing that she was struggling to pronounce his name, he said, “My friend Antonidas simply encourages me to use his name, as do all of our partners…”

“Well then, Antonidas,” Applejack sighed. “Ah’m sorry ‘bout the misunderstandin’, partner. Ah can tell yer not lyin’ to us… Yer not so bad—for a changelin’, that is."

“Thank you for your understanding,” Antonidas replied graciously. Anvil Spark hissed several unintelligible noises at him, and he nodded back before turning to the Elite once again. “...Do you still wish to accept your suits of armor? They have been completed…”

Applejack looked back at Celestia, who took a deep breath and paused for a moment. “Yes…” she decided. “Please forgive me, but I still do not trust you entirely. If you truly wish for us to put your work to good use, however, we will do so.”

Antonidas bowed his head for a few seconds. Looking over his shoulder, he hissed an unintelligible response to Anvil Spark and several of the other changelings in the room. They nodded and quickly fluttered down the stairwell—a cacophony of buzzing wings began to echo from the blacksmithing area below.


“See, that wasn’t so hard, now was it?” Ashton asked, turning and addressing the Elite.

Several of them shrugged, but Twilight smiled and stepped forward. "It wasn't," she admitted, placing a hoof on his shoulder. "Thanks for stepping in... I won't lie, I thought we were gonna have to fight our way out of here."

“Ah darn near lost mah head when Ah saw'em turn into changelin's,” Applejack added, smiling at Ashton. "Ah think all of us did, 'cept you partner. Mighty good call, partner."

"Glad Ah could help," he smiled back, his cheeks reddening slightly. "Even if they were the bad changelin's, Ah jus' couldn't sit there an' watch 'em get beat up..."

Like many of the others, Luna had remained silently prepared for combat since the changelings had been unmasked, but she finally stood at ease and spoke up. "How we treat our enemies is important," she added quietly. "It says everything about us as a society, does it not?"

“Victory at the expense of empathy is a disguised defeat!” Aeon chimed in; Luna nodded at him.

“You're a bunch'a saps,” Ragehoof muttered, still trying to undo the impossibly tight knot on his hind leg. "...Weak, complacent, saps..."

“Yes sir, we are,” Ashton told him cheerfully, reaching over and untying the knot with ease. “You ought’a try it some time. It ain’t all that bad, y’know?”

Ragehoof ignored Ashton's offer to help him up. "Get in my way again," he hissed, inaudible to the others. "And you will regret it."

Ashton sighed. "...Ah promise, it wasn't nothin' personal-" Ragehoof ignored him and walked out onto the deck, suspiciously eyeing each of the motionless changeling guards as he passed them.

“Do you see now, why I brought all of you together?” Celestia asked, looking at the Elite around her. “This team would have fallen apart long ago were it not for your spirit...”

“Got’em all ready for ya, Rage,” Daemon’s voice called out from the top of the stairwell. He was not a changeling—he was genuinely a griffon—but Ragehoof still turned and glared at him as he exited the cabin, carrying a large box.

"You knew," Ragehoof spat, as Daemon approached him on the deck. "You knew, and you never said anything..."

"I have a partner too," Daemon told him, sounding slightly bitter. "There's a changeling who walks, talks, and acts like me in Gryphus right now, living in my house... Waiting tables in Gustav's restaurant, wearing my nametag..."

"And you just let him...?"

"...I don't really like it either, but it's the only way I can leave home. That's just how the Brotherhood works, Rage..."

“Shut up,” Ragehoof told him furiously. “Give me my armor and don't speak to me again, you freak.”

Daemon rolled his eyes and placed the large box he was carrying on the deck between them. Ragehoof pulled the box towards himself and roughly shoved Daemon away.

While they were talking, sixteen changelings flew single-file from the stairwell, each of them carrying a box through the cabin and depositing it on the deck. The guard changelings, who hadn’t moved since before they were transformed, silently stepped back to allow room for the boxes.

"Equestrian Elite," Antonidas announced, raising his forelegs and indicating the boxes. "The Chinobi Brotherhood humbly presents some of the most powerful armor ever crafted."

Led by Celestia, the team exited the cabin and approached the boxes.

“Upon each box is a cutie mark symbol,” Antonidas continued, indicating a small quill-drawn sketch on the boxes' tops. “Your armor has been designed and carefully fitted for each one of you, based on the measurements and details provided. Please, try them on... Tartarus is minutes away.”

As the Elite dispersed towards their respective boxes, Applejack paused next to Daemon, who was silently watching Ragehoof tear open his box. “Ah reckon y'all were friends,” she whispered. “Am Ah right?”

"Something like that," Daemon replied curtly, turning back towards the cabin.

"Jus' give'em some time," Applejack told him, following along. Daemon paused for a moment. "Ain't no talkin' to a colt when he gets like this. Believe me, Ah know."

Daemon shrugged at her indifferently and disappeared back into cabin. Anvil Spark sighed and followed him, trailed by the rest of the changelings that had come from below, leaving only Antonidas and the armored guards on the deck.

“Whoa, wait!” Pinkie cheered, bouncing over to her box. “Do you guys realize what this means?! We’re all getting presents at once! It's like Hearth's Warming Eve!”

“Pinkie, that’s not for another six months!” Twilight laughed, opening her box with an aura of magic and removing its contents carefully. She gasped in awe—it was a brilliant amethyst tunic with a detachable cape, both of which were just slightly darker than her pelt.

“Aw, fine,” Pinkie huffed, though her face quickly perked up again. “Hearth's Warming Eve in July, then!” Grinning, she jumped into her box, disappearing for a moment. When she emerged from it, she was clad in a bright magenta suit of armor, with golden plates on her shoulders, hooves, forelegs, and back.

“Absolutely brilliant!” Rarity exclaimed, lifting her glistening white tunic into the air and adoring it. “Exact to specifications! I've always wanted to see if magically-forged alloys would dye with liquid pearl... Oh, Rarity… You are a genius!”

Her tunic, as well as the suits of the other white-pelted Elite—Shining Armor, Celestia, and Aeon—were all bright white, reflecting the sunlight with a vague cream-like tint, reminiscent of a pearl. The rest of the team's suits were just slightly darker than their wearer's pelts, and all of them were embossed with filigreed golden designs.

“Aw yeah, look at me now!” Shining Armor boasted. Though he was a unicorn, his suit had the same design as that of Pinkie and the other earth ponies, with thickly plated sections covering the chest, shoulders, back, neck, shins, and hooves.

“Ah don’t believe this,” said Applejack, placing her hat back on her head. “It even goes with mah hat!”

Rarity bowed gracefully. “You would not believe just how dull the palettes of the original designs were! Nothing but black and gold, eugh!” She shuddered at the thought of it.

Ragehoof grumbled something under his breath in annoyance, donning his black and gold suit of armor.

“Now this is a flight suit!” Dash cheered, already sporting hers—it was a medium shade of blue, and her cutie mark’s design was embroidered where it would be on her flank. Though a pair of goggles were included with the suit, Dash left them in the box.

The Element of Loyalty fit snugly over Dash's suit, as did Fluttershy's and Rarity's. Applejack's and Pinkie's were grooved along the neck, allowing theirs to clip over their plated armor.

“Mithril-laced fibermesh,” Aeon exclaimed, zipping up his pearly suit and testing its uncanny flexibility. “You would not believe how much these are worth... Each suit must have an entire kilo!”

Twilight's jaw dropped open as she finished buttoning up her tunic. “That’s over a million bits each!” she calculated. "Princess Celestia, did you pay for all of this?"

"Ragehoof did," Celestia replied, to Twilight's surprise. "He and the Brotherhood have my deepest thanks."

Ragehoof said nothing as the team stared at him, but Antonidas bowed politely. “Gratitude is recognition, and therefore unnecessary,” he replied humbly. “This is what the Brotherhood exists to do, and it is our honor.”

“Your purpose has been fulfilled, then,” Celestia told him respectfully. “Please bring the ship to a landing. We will continue the rest of the way on hoof.”

“Oh my gosh, you guys!” Pinkie cheered. “This means we gotta have a farewell party!”

Though her armor appeared to weigh heavily, she was still as bouncy as ever, completely unrestricted by the large metal plates on her back and shoulders. Before any of the Elite had a chance to argue, she reached over her shoulder and produced a large white cannon with pink wheels.


It fired an enormous blast of confetti, candy, party favors, balloons, and even plates of cake.

“Free cake, woohoo!” Ashton cheered, catching a plate and taking a bite out of it. Several of the Elite did the same—Soarin’ even dove from the edge of the airship, catching a slice before it reached the rapidly-approaching ground below.

The only ones who did not react to the party cannon, positively or negatively, were the changeling guards. They remained motionless, despite the confetti and occasional cake splatter riddling their grey armor.

“Not enough for ya, huh?” Pinkie asked determinedly, narrowing her eyes. “How ‘bout the Pinkie special?!”

“...The Pinkie special?” Twilight asked, firing a concerned glance at her friend. "What's that?"

Pinkie leaned forward and pressed her neck against the party cannon.

“Oh no,” Dash said quickly.

“This is going to be startling, isn’t it?” Fluttershy whimpered, hiding her eyes behind her hooves. Dusky squawked nervously and flew into the air, hiding behind the dirigible’s balloon.

"Is that even possible?" Starswirl asked, completely baffled. “Is she really doing what I think she’s doing?”

“She is,” Rarity said dully, ducking and covering her face.

Pinkie’s toothy smile widened, and her eyes began to turn white. Charged with the Element of Laughter, the cannon exploded with a reverberating shockwave of azure magic. It flowed throughout the ship, sending a tingling sensation down the spines of everyone who felt it.

The tingling sensation turned into a tickling one, and within seconds, every living creature on the dirigible suddenly exploded into uncontrollable laughter. None were left standing—even the impossibly tougher personalities of the team—Luna, Terra, and Ironmane—were all rolling on the deck, laughing as hard as they possibly could.

“PINK-IE!” Twilight squealed, unable to control her laughter. “You...crazy...pony!”

“Nailed it!” Pinkie cheered, putting her party cannon away and starting to giggle as well. The outrageous and uncontrollable laughter continued for a minute and a half straight—some even began to feel lightheaded from so much laughing.

Hah… Okay, everypony,” Celestia giggled, standing back up. “F-finish gearing up, and meet me outside the… ha! Outside the ship, heh, when you’re feeling ready…” Still having silent fits of giggles, the princess took wing and flew over the edge of the ship, landing on the grassy Dream Valley just a few yards below.

Only one of the party cannon's victims wasn't laughing. Twitching uncontrollably and collapsing to his knees, Ragehoof bared his teeth and stared at the floor for a few moments, trying to resist the urge to scream. He couldn't tell if the scream was going to be in laughter or in fury, but he didn't want to find out.

Trudging to the edge of the deck and stepping around his giggling teammates, Ragehoof pushed against a section of the deck's wooden railing, causing it to fall outwards and reveal a compartment in the upper side of the ship. The compartment concealed a rolled-up rope ladder, which quickly unfurled along the ship's outer hull, reaching the grass below with several yards to spare.

Still twitching, Ragehoof stepped onto the ladder. "C-c'mon..." he muttered to the others. "...G-get going..."

It was two whole minutes before the entire team made its way off of the ship and onto the Dream Valley. When the last of them arrived and assembled around Celestia, she took a deep breath and addressed them all.

“Alright, everypony,” Ceelstia said loudly, trying to sound inspirational once again. “Two foes remain—the Zentnor Collective, and Haakon’s armies.”

Though an occasional snicker and giggle broke out from among the team, each of them listened to her intently.


“I think we’ve all learned a valuable lesson from our experience with the Brotherhood just now,” she continued. “We need to remember to show our enemies the kindness that they fear to show themselves!”

Amidst an explosion of cheers from the Elite, Fluttershy nuzzled Dusky, who had flown to her side after exiting the ship.

“Stick together, and keep a level head,” Celestia said, pausing for a moment. “Pace yourselves! Tartarus is a fortress, and if what Discord said is true, the structure itself is resistant to magic. That will not stop us, though. That will not even slow us! No longer will Tartarus threaten Equestria’s harmony!”

Another wave of hoof-stomping and excited cheers followed the princess's declaration—she gave them a moment to settle before continuing in a quieter voice.

“For four thousand, four hundred and fifty two years I have presided over Equestria… And I can say, right now, without a doubt, that I feel safer than I ever have before. When we are through, the rest of Equestria will feel the same way! I am absolutely certain of that!”

“AW, YEAH!” Dash yelled, being the first to resume cheering.

“Equestrian Elite,” Celestia boomed, doubling her volume once again. “FORM UP!”

Immediately taking wing, Celestia hovered just above the ground, turning to face the south. Luna, Terra, and Cadance flew to her side, and Shining Armor and Applejack stood in the center beneath them. To their right stood Ashton, Ironmane, and Ragehoof—to their left stood Pinkie, Twilight, and Rarity. By Aeon's lead, the airborne team formed up above Celestia..

“Farewell, Equestrian Elite!” Antonidas called out from the bow of the dirigible. “The Chinobi Brotherhood wishes you the best of luck!”

The Elite waved back at him as the ship lifted off of the ground. Gaining altitude surprisingly fast, it disappeared into the clouds. Turning back to Celestia, the team waited for her to give the word.

“...RIDE!!” she shouted, flying towards the south and setting the pace for the rest of the team. Galloping below and soaring above, the Equestrian Elite followed the princess towards the massive crater where the Gates of Tartarus once stood.


From atop his throne in the citadel of Tartarus, Haakon’s flickering orange eyes watched the Chinobi dirigible fade into the northeastern horizon. Though the ship was a little more than a dot in the sky, he knew that it had just deposited his mortal enemies upon his doorstep.

To his left, two of his crimson, serpent-like guards were holding a gravely injured changeling between them. Green blood was dripping from multiple wounds on his chest, and he had brown bruises all over his body.

“The Blood Princsssse will not repeat himsssself,” Maelon hissed. “Sssspeak, sssspy!” He lifted his scaly hand and swiped the air—a streak of orange magic flew from each of his fingers and lashed the changeling's face.

“Silence, Maelon,” Haakon grunted—the guard immediately averted his eyes to the ground.

The Blood Prince stood from his throne, and slowly approached the restrained changeling. “I have little patience for spies at this point,” he said contemplatively. “My own are telling me things I do not want to hear. If you have better news for me, I may yet allow you to survive... Speak."

“W-what do y-y-y-you want me to s-say?” the changeling sputtered, a stream of green blood running from his mouth. “I-I cannot r-reveal w-where I’m from… M-my loyalty i-isn't for s-s-sale...”

“Loyalty to whom?” Haakon pressed, fury rising in his voice. He looked like he could explode at any moment.

“I-If I say, m-my fate is w-worse than death!”


Maelon and the other serpent guard released the changeling and immediately slithered away—Haakon’s left hand glowed bright orange, and an enormous silver mace materialized in his grasp with a quick CRACK. He struck the changeling fiercely, knocking him airborne. He crashed like a ragdoll on the opposite side of the citadel, lying motionless.

“Mah prince!” an out of breath voice said from behind Haakon. “Da pony be reachin’ da cratah!”

Haakon turned to glare at the velociraptor, Farclaw, standing at the crest of the citadel's staircase. The scout bowed, and continued to breathe heavily.

“Let them enter unopposed,” Haakon declared confidently, dematerializing his mace and returning to his throne. “A trap awaits them in the ruins of the outer gates... Should they survive it, WE WILL CRUSH THEM OURSELVES!”

“Da… Da dark one, mah prince,” Farclaw shuddered, approaching the throne slowly. “...D-dey defeated da dark’un… Dey be unstoppable!”

“He was but a pitiful necromancer,” Haakon scoffed, eyeing the raptor as he stepped onto his throne. “They will not fare so well when their powers are useless!

“U-useless, mah prince?” Farclaw asked curiously. “W-will ya take dey powah away?”

“I have no need. The mercenaries we encountered in the courtyard have agreed to fight for us.”

“…Dey have, mah lord?” Farclaw grinned, looking towards the crater in the north.

“Yes, and they go forth with my blessing,” Haakon replied, sitting back upon his throne. He thought to himself for a few moments, watching Farclaw bow and leave the citadel.

“I care not whether the obnoxious fools succeed... Their toys, combined with my blessing, will give them great advantage, but those equines are as deviant as they are powerful...”

A sinister grin spread across Haakon's jet-black face.

"Whoever wins, they both lose. I will crush the victor myself!"


“Stop,” Celestia’s voice boomed at the Elite—they had reached the edge of the Tartarus crater, which was a several-mile-wide pockmark between the Tarus Mountains—it was all that remained of the Gates.

Just over a mile away, in the center of the crater, twelve heavily armored figures were milling about. Though they were far away, the thinly scattered debris of the Gates did nothing to conceal them. Their armor was dark grey, and visible spikes protruded from their shoulders and helmets.

“Oh, fantastic,” Starswirl groaned, narrowing his eyes at them.

“Who are they, princess?” Twilight asked. She stood below Celestia with her friends, and cautiously observed the twelve figures; they seemed to be chatting with each other casually.

“The Zentnor,” Celestia replied, landing by Twilight's side. "Everypony, listen up." She turned around and addressed the Elite as a whole. “The Zentnor Collective is a brutal mercenary team of six ponies and six pegasi... Starswirl, could you please brief us on their tactics?

“They’re a… colorful lot,” Starswirl began, floating next to Celestia. “Don't let all the grey fool you. They have an interesting taste in armor, particularly the kind that renders them immune to magic…”

“…Immune to magic?” Ragehoof asked curiously. “How do they pull that off?”

“By takin' a long walk on a short cloud,” Spitfire whispered to Dash—they giggled quietly.

“Oh, I have theories,” Starswirl laughed. “The armor’s probably infused with a layer of enchanted alloy that emits a normalizing quantum field, disrupting the energy pattern of any magic within several feet.”

“Normalizing what field?” Ragehoof asked. Several of the team chuckled at his confusion.

“Let’s put it simply; break their armor and knock them out,” Starswirl chided, watching Ragehoof’s cheeks turn a lighter shade of red. “That’s where you come in, dear boy. You, and the rest of the ground team—airborne team too—this is your fight.”

“Can’t arcane magic get through their armor?” Twilight asked him. “What about the Elements?”

“I’ve tried arcane—no dice,” he explained, sounding slightly irritated. “As for the Elements, I can't be certain, but I’d rather we not waste a harmonic wave right away. If it doesn’t work, it'll leave you drained for the entire fight, just like when we faced Lagos...”

“Surely their armor must have vulnerabilities,” Rarity protested. “Eye holes, joint gaps? Could we not aim precisely with our spells?”

“Surprisingly not,” Starswirl huffed. “Any and all magical attacks disperse several inches before reaching them. In order to get them into Tartarus, it took hundreds of Celestia's guardsmen. Even after they were captured, it was impossible to detain them for long... Tartarus was the only answer."

"Their armor was impossible to remove without killing them,“ Celestia added. "And killing them is not the answer."

“Will this thing still make me tougher?” Dash broke the silence curiously, patting the crimson Element on her neck.

“I’m pretty sure that their defensive and healing capabilities will be unaffected,” Starswirl continued, gazing at the ruby lightning bolt. “Despite their crazy armor, they’re still normal ponies underneath it. Bonk ‘em on the head hard enough, and hopefully you’ll knock them out!”

“That shall be the goal,” Celestia finished for him. “I will approach them, and offer them a chance to surrender. The ground and airborne teams will accompany me. If the Zentnor refuse to stand down, we will take them by force. Magic team, remain here and support us from afar. Understood?”

“Princess Celestia, I’d like to accompany the ground team,” Shining Armor said, standing at attention with his polearm. “I’m able and willing to fight without using magic, and I’d like to put this new weapon to work, your highness.”

From the other side of the team, Ironmane grinned at the captain with subtle pride.

“I’m glad to hear it,” Celestia replied, nodding at him and turning towards Rarity. “Rarity, you will be able to channel your Element from here. Please keep the teams protected—Cadance, remain and heal her.”

“Surely their armor can be melted,” Terra interjected in annoyance. “Would you not have me fight them as well?”

“Collateral, Terra dear,” Starswirl interjected, before Celestia could reply. “Can you honestly hit them with magma and not strike a teammate in the process?”

“Then let me burn them myself!” she replied angrily. The ground started to shake as she glared at the center of the crater, and her eyes began to turn white. “I could do it from here… It would be easy, like pulling a tablecloth from beneath their hooves…”

“Stop, stop, stop, stop,” Starswirl said, floating over to Terra and placing a hoof on her shoulder. “There’s no need to jump the gun, the others can handle them.”

“I just said the goal is not to slay them,” Celestia added, as the ground continued to shake. “Remember what we learned on the ship… We must give them a chance!”

“They would attack a defenseless town,” Terra seethed. "And you would treat them fairly?!"

“They’ve stood trial for their attack on Detrot,” Starswirl reminded her. “Property damage and a few hundred injuries, but no deaths… Please, Terra, calm down… The others can handle this.”

Terra sighed, her eyes fading back to their regular cyan—the ground stopped shaking as well. “...Let’s get this over with,” Ragehoof called up to Celestia, his eyes curiously resting on Terra as he approached the crater.

“Very well,” Celestia replied, decreasing her altitude and landing next to him. “By my lead, everypony. On hoof.”

Dash rolled her eyes and landed behind the ground team. She and the other pegasi followed along as Celestia led them into the crater, but Fluttershy stayed behind for a moment. “Um, Twilight?” she asked quietly.

“Hey Fluttershy,” Twilight replied supportively. “Good luck out there!”

“Can… can you watch Dusky for me?” Fluttershy asked worriedly. “It’s probably better if she doesn’t come along…” Dusky descended from above and landed on her folded wing.

“I’d love to,” Twilight smiled, extending her hoof and offering Dusky a new place to land.

“...I’ll be okay,” Fluttershy told Dusky. The phoenix looked back at her worriedly and chirped twice. “…Thank you, I will be…”

Dusky flew over and landed on Twilight’s forearm, waving a wing at Fluttershy as she galloped to catch up with the others.

“There they go again, leaving us behind,” Rarity huffed, walking up and standing next to Twilight. "This is becoming a habit, isn't it?"

“It’s probably better if we stay up here,” Twilight replied, smiling at Rarity; she rolled her eyes.

“Oh it doesn’t matter where you are," Starswirl chuckled. "You’ll always be a part of the fight.” He hovered to Twilight’s opposite side.

“Yes, yes, of course,” Rarity said, looking down at her outfit and sighing. “...Though I'd loathe to see it get dirty, it’s such a durable fabric! I must admit, I'd like to see it in action...”

“Steelweave is amazing cloth,” Twilight said proudly, tapping a hoof against her shoulder—a high-pitched clank resounded with each tap. “Strong as steel, flexible as fabric... You could probably make an armored dress out of it!”

“Shush!” Rarity hissed, trying to repress a smile. “Don’t give me ideas… You’ll distract me!”

“I just wish the armor would help your Element absorb damage,” Cadance added, landing next to Rarity. “...Not to worry, I’ll keep you together...” She trailed off, concernedly watching Armor as he walked by Celestia's side.

“It’s an honor, princess, as always,” Rarity replied politely. “Hopefully, there will be less to absorb now…”

“Hopefully,” Starswirl agreed, watching Celestia and the others carefully approach the Zentnor.


“Well, well, well!” shouted one of the Zentnor. “Lookie what we got here, everypony! It's the royalness herself!”

Celestia stopped roughly a dozen yards away from the twelve armored mercenaries; they began sneering insults in her direction.

“Y’know, last time I saw her," a female voice shouted from the opposite side of their group. "I was bein' dropped in some big, purple, bubble to rot for the next billion years...”

Another Zentnor disagreed with her. “It wasn’t no billion, ya featherhead, it was just a few hundred! …Uh, wait... How much was it again? I forgot…”

“Farclaw said it was like, four thousand somethin'…” A slower voice chimed in, from somewhere in the middle.

“Shut up, Hightail!" yelled a Zentnor from his right. "You can’t even count that high!”

“…Okay…” Hightail replied sadly, looking at the ground.

“Whatever it was, it was too many if ya ask me!”

“Yeah, let’s rip'er wings off!”

"Anypony callin' dibs?"

“Ohh, I'm callin' dibs! The orange one's mine!”

“…Dibs?!” Spitfire gagged, glaring at the pegasus stallion that was eyeballing her. Soarin’s face turned red—he looked like he was ready to explode.

“Watch out, Flatwing, yer makin’ her coltfriend mad!” laughed another mare; the Zentnor erupted into laughter.

“SHUT UP, WORMS,” an authoritative mare bellowed. A pegasus Zentnor with darker armor than the others pushed through the center of the group, and walked towards Celestia.

“When do we get to ice ‘em, ‘Mina?” a Zentnor from her left asked. “Ain’t it time we got a little payback?”

“Can it,” she called over her shoulder, pausing across from Celestia. “I’m doin’ the talkin’ here.”

“Nagamina,” Celestia said coolly. The ground team lined up behind her, and the airborne team stood ready to take flight. Soarin’ gritted his teeth angrily, his eyes fixed upon the Zentnor stallion called Flatwing.

“Celestia,” Nagamina replied. “Looks like our sentence is up.” Her dark blue eyes scanned the two teams behind the princess, evaluating their threat level.

“Your sentence is never up,” Celestia declared firmly. “Not until you remove that armor and surrender.”

“Hah! Ha, ha, ha!” Nagamina laughed, pounding one of her hooves against the ground.

“Aw, did I miss the punch line?” Pinkie asked in disappointment, looking at Nagamina sideways. “Don’t leave me hangin’, sister, tell the joke again!”

“Brought a comedian with ya, huh?” Nagamina snickered, looking at Pinkie and scoffing. “...Three guards, a couple’a dressed-up farmers, a bunch’a unarmored pegasi… You must’ve really gone downhill since we’ve been away, Celestia.”

“Oh, you did not just confuse me with a guard,” Ragehoof interrupted angrily. “You're gonna be a few feet shorter when I'm done with you, you noisy little locust!”

Two comedians!” Nagamina laughed heartily, ignoring Ragehoof's increasingly vulgar threats.

“Only one,” Celestia corrected her calmly. “This is your last chance, Nagamina. Surrender, remove your armor, and this will not have to escalate to violence....”

“Whaddya say, boys and girls?” Nagamina asked, turning to the Zentnor behind her. “Think we oughta surrender?”

“Uh… I-if you say so, boss…” Hightail said dejectedly, lowering his head. Flatwing bonked him on the head with his armored hoof, leaving him dizzy for a second. “Uh, I mean… No! Nuh-uh!”

“Very well, then,” Celestia declared firmly, backing up. “Equestrian Elite, prepare for battle!”

Following Aeon’s lead, the five pegasi took formation above Celestia—Dash hovered on point in the center, with Spitfire and Soarin to her sides. Aeon and Fluttershy hovered behind them; the latter gulped nervously.

“Let’s teach these ruffians some manners,” Shining Armor said, stepping forward with Applejack and the ground team. They passed Celestia, forming into a line in front of her.

“HA!” laughed Nagamina, spreading her armored wings and lifting off. The other Zentnor pegasi took wing as well. “Oh, Celestia, one last thing, before we destroy you…”

“What?” the princess asked, hovering between the airborne and ground teams.

“The Blood Prince says he doesn't take no for an answer! EN GARDE!”


Celestia’s eyes widened in horror as the Zentnor suddenly charged with blazing fast speed.

Nagamina made a beeline for the princess—leaving a monochrome blur in her wake, she slammed into Celestia’s armored chest, knocking her upwards into the sky with tremendous force. None of the Elite was able to help her—the Zentnor were already upon them, attacking, dodging, and swooping around with impossible speed.

Before Celestia struck the ground, she dematerialized with a CRACK of blue magic, reappearing at the edge of the crater. Starswirl used his magic to cushion her impact as she crashed into the grass.

“Sorry, dear,” he told her quickly, helping her up. “Couldn't let you stay—Nagamina would’ve torn you apart!”

“…Thank you,” Celestia breathed in shock. “...They are in the service of Haakon!”

“So it seems,” Starswirl replied nervously, observing the ensuing battle in the center of the crater. “He's given them some kind of magical enhancement, despite their armor's immunity! Just look at them—their speed and strength has doubled since we last encountered them... It's well-beyond what should be physically possible!”

“That…would…explain...all of the…URGH!" Rarity screeched, absorbing blow after blow from the ground team—Cadance was steadily healing her, but she was absorbing damage at an alarming pace.

Rainbow Dash and the rest of the airborne team scattered into the sky over the crater, leading their Zentnor pursuers to much higher altitudes—the battle was now being fought on two fronts. Rarity was able to breath a sigh of relief—with the airborne team having scattered, only the ground team was taking damage, but each blow still taxed her painfully.

Celestia bared her teeth angrily and turned from Rarity to Starswirl. "...Ideas?!"

“Luna!” Starswirl shouted, hurriedly conjuring a quill and paper. “Glyph! Now! Celeritate, increm!"

Luna nodded at him and conjured her own quill and paper—the pair began furiously inscribing a series of typographic symbols onto their respective sheets.

"That was ancient Equinn," Twilight thought, electing not to interrupt their intense concentration. "I've never heard it spoken out loud before! If that's the language glyphs are written in, that explains why they're so rare!"

"Whatever you're doing, please do it quickly!" Celestia said worriedly, interrupting Twilight's moment of realization. "They're not faring well out there!"

High in the sky over the crater, Dash broke her ascent and arced to the left, banking narrowly and trying to shake the Zentnor pegasi that was on her tail. He somehow kept up with every single maneuver she attempted, and only seemed to be getting closer to catching her.

“How can they move like that?!” Dash thought wildly, ducking to avoid a sudden charge from her pursuer. "They're heavier than Tank, but they can keep up with ME?!"

“THREE WEAVE DESCENT!” Aeon shouted, breaking Dash's concentration. He repeated himself twice to ensure the team had heard him before returning to dodging his foe's attacks.

“Three weave what?” Dash thought, racking her brain to remember the tactic. Pulling into a nose dive to gain some much-needed distance from her attacker, she glanced over at Spitfire and Soarin’ to see what they were doing.

They started spiraling downwards, leaving trails of blue and orange behind them—it started to resemble a double helix from Dash’s point of view. The Zentnor attackers followed them closely, keeping up with their foe’s spiraling.

After spiraling for the third time, Spitfire and Soarin' broke their flight pattern and charged directly at each other, dodging at the last second and ramming into each other’s pursuers head-on. The collisions created shockwaves, sending their foes flipping backwards.

Despite the attack's powerful effect, the Zentnor recovered in seconds, resuming their pursuit of the Wonderbolts.

“They’re too freakin’ fast!” Soarin’ thought frantically, trying to dodge a second Zentnor pursuer that had taken interest in him. "This isn't fair!!"

At a higher altitude, Fluttershy was trying desperately to avoid the battle. Aeon had made it his job to keep her out of trouble, but he was locked in an intense dogfight to keep himself from getting pummeled, leaving her to fend for herself.

Spitfire evasively avoided her pursuer, keeping a watchful eye on Fluttershy as she hovered above. As soon the second Zentnor lost interest in Soarin' and started charging Fluttershy, Spitfire increased her speed, intercepting the attacker and bashing against his wing.

“Got your back, kiddo!” she called out, though Fluttershy could barely hear her over the collisions around them.

In the crater below, the battle against the ground team was heavily leaning in favor of the Zentnor. Their superior speed made them impossible to retaliate against, forcing the Elite into a defensive circle.

Ragehoof extended his foreleg and tripped one of the Zentnor that zoomed past, causing him to fall flat on his face. Jumping at the opportunity, Ragehoof started viciously bashing at the Zentnor’s upper neck, but his assault was cut short—another Zentnor disengaged from Applejack and bucked Ragehoof away.

“GIT back here, you!” Applejack hollered, trying to pursue him. She was left in the dust as he sped away, turned, and attacked her from the side.

"Our elementium armor is tougher than that trash they're wearing," Ragehoof thought, scrambling to get up and return to the defensive circle. "But if we can't even hit them... GAH!"

Shining Armor and Ironmane had stowed their weapons—the Zentnor were simply too fast to strike.

“…Can’t… …take… …much… …more… of…THIS!!” Rarity shrieked each word painfully, screaming as she absorbed a near-lethal impact from Aeon as he was thrown into the ground.

Cadance's healing magic had gone from repairing Rarity's body to desperately keeping her alive.

“Isn’t there anything I can do to help them?!” Twilight asked helplessly, watching Fluttershy heal the professor and quickly zip away. "Something... Anything?!"

“You’d only get in their way at this point,” Celestia replied angrily. “It’s frustrating—believe me, I know…”

“I can assist them…” Terra mumbled, spreading her wings slowly. “…They need my help, sister…”

“Can you do so without needlessly endangering them?” Celestia asked rhetorically, narrowing her eyes at Terra.

“I might be able to,” Terra fumed. “Is it not worth a try?! They are being-”

"FINISHED!" Luna suddenly shouted, dematerializing the glyph in front of her. "TOP BELL! GO!"

“...GOT IT!” Starswirl replied seconds later, teleporting away. The wizard rematerialized in midair over the center of the crater, at the heart of the pegasi dogfight.

His eyes darted across the glyph that he had finished drawing moments ago—his hat began to glow brightly as he read the words to himself. As soon as he finished, the aura around his hat exploded into a spherical blue shockwave, which washed over all of the pegasi swarming around him.

The Zentnor's armor dispelled the shockwave, but Spitfire, Soarin’, Aeon, and Dash felt their wings lighten as soon as it hit them. They began to fly faster—within seconds, they had gained enough speed to outmaneuver their attackers, effectively leveling the playing field.

"W-what just happened?" Fluttershy asked worriedly, looking back at her wings as they tingled. She yelped at the sight of a charging Zentnor, instinctively dodging in panic. The Zentnor only managed to charge through a cloud of dust—Fluttershy had zipped away faster than she had ever flown before.

"Enjoy the speed, fillies and gentlecolts!" Starswirl shouted cheerfully, teleporting away from the dogfighting pegasi. He rematerialized over the ground team, pausing for a second.

"Hrm, where'd she put it... Ah! Top bell!" The wizard materialized another glyph—it was the one Luna had drawn. As soon as he read it, his hat exploded with another shockwave of enhancing magic. The ground team’s speed increased as soon as the blue energy hit them, and so did their strength.

When the next blow was struck—Ironmane pounding a Zentnor in the chest—the armored mare went flying backwards, crashing into the ground almost thirty yards away.

“Huh, not bad,” Ironmane muttered, looking at his foreleg and flexing it. He charged at his recovering opponent with great speed and tackled her again, preventing her from getting up.

“That looks much better!” Starswirl exclaimed, noticing one of the pegasi Zentnor angrily swooping at him from above. He teleported out of the way at the last second, causing his attacker to crash into the ground.

"Puh!" spat the Zentnor called Flatwing, spitting out a mouthful of dirt. "...What the-?"

Ragehoof suddenly charged out of nowhere, plowing into Flatwing and knocking him airborne. He roared in pain and caught himself, hovering out of his opponent's reach.

"Scared?" Ragehoof bellowed mockingly. "Huh?! C'mon!"

Flatwing growled at him and flew away, rejoining the dogfight against the pegasi of the Elite. Ragehoof returned to the battle against the earth ponies of the Zentnor, looking for another target to take his anger out on.

“Didja lose a few hundred pounds, partner?” Ashton chuckled, bashing one of his hooves into his opponent’s chin and sending him flipping backwards like a ragdoll.

Ashton pulled a coil of rope from his armor’s saddlebags and lassoed his opponent’s hind leg in midair—as soon as the Zentnor landed and tried to stand up, the rodeo champ yanked the rope and caused him to fall down again.

“Feisty one, ain’t ‘cha?” Ashton laughed, dragging the heavily armored stallion across the ground and trying to hogtie his legs together.

The rope lasted only a few seconds before snapping in half—the Zentnor was simply too strong.

“Waste'a perfectly good rope, partner!" Ashton scowled. "Looks like we’re doin’ this the hard way!” Before he could reengage, a blur of grey suddenly came flying from the left, crashing into his recovering foe.

Shining Armor had struck his opponent so hard that he had knocked him into Ashton’s, leaving the two Zentnor rolling awkwardly through the dirt.

“They’re like bucking bags now!” Armor laughed, galloping past Ashton and diving at the pair. Ashton grinned and joined him in the attack—the ground team was quickly gaining the upper hand.

The airborne team, however, was still evenly-matched, despite Starswirl's enhancement.

Nagamina and Dash were locked in a fierce dogfight—Dash stalled downwards, and with a sudden burst of speed, she produced an earsplitting rainboom before crashing into her opponent’s chest.

“GAH!” Nagamina spat, skidding back and struggling to regain level flight. “...GET OUTTA THE AIR, FILLY!”

“The name’s Rainbow Dash,” Dash corrected her, grinning triumphantly at the recovering Zentnor leader.

Nagamina screamed in fury, trying to charge once again, but Dash zipped out of the way, giggling at her as she slowed and turned around.

“…Fine,” Nagamina muttered, hovering across from Dash. “Time to play dirty.”

“Dirty?” Dash looked at her curiously, but she had already swooped into a nose dive.

Pulling up before reaching the ground, Nagamina shouted at the top of her lungs, “GET READY FOR STIM PACKS, YOU MAGGOTS!”

“Stim packs?” Dash thought, chasing after Nagamina. "What's she mean by..." From the corner of her eye, she saw that Soarin' was having trouble against his two opponents. Electing to come to his aid instead of pursuing the fleeing Zentnor leader, Dash broke abandoned her chase.

Realizing that she was no longer being pursued, Nagamina paused and reached into a small compartment in her armor, which was hidden between two spikes on her left shoulder. She withdrew a small black box, which had a simple red button in the center.

“Let’s kick things up a notch,” Nagamina seethed, driving her hoof into the remote control. A faint click was heard, and a slight hissing sound emanated from her neck. She paused for a moment, taking a deep breath and feeling a rush of euphoria.

The euphoria turned quickly to rage—Nagamina suddenly exploded into a sharp ascent. Her speed increased dramatically, and the whites of her eyes began to glow bright orange.

Screaming wildly, Nagamina broke the sound barrier, producing a sonic boom of bright orange energy. She made a beeline for Rainbow Dash, slamming into her shoulder and knocking her off balance.


The rest of the Zentnor felt the same rush of euphoria simultaneously. Their eyes began to glow like Nagamina’s, and their burning rage led them to wild and reckless tactics—they became unresponsive to pain, and strikes that had formerly left them reeling only made them angrier.

The advantage the Elite had gained from Starswirl and Luna's enchantment was steadily being negated.

Though the ground team was still able to send their opponents flying with a single hit, they recovered faster than ever, and counterattacked viciously. Above them, orange sonic booms began to explode across the sky—the five other Zentnor pegasi had gone supersonic.

Dash, Spitfire, and Soarin’ each broke the sound barrier as well—Aeon tried to join them, but he wasn’t nearly as athletic. Despite the assistance of Starswirl's glyph, he was unable to break the vapor cone, forcing him to stay on the defensive.

Ragehoof furiously assumed a defensive stance against his attacker, who ducked low and rammed her shoulder into his chest, knocking him straight upwards. Before he hit the ground, she turned and bucked him, sending him flying away.

Struggling to get up, his foe charged him yet again, repeating the maneuver. Unable to stand back up, Ragehoof braced himself as the mare charged him again, but she was intercepted by a sudden SPLAT of something black on her face. Blinded, she galloped past Ragehoof and tripped.

“I figured it’s time for free cake,” Pinkie giggled, bouncing over to Ragehoof. She lifted him off of the ground with a stream of blue magic from her Element—rejuvenated and energized, he charged at the Zentnor mare.

Several yards to their right, Ironmane was furiously defending himself from an attacker—his flying hooves were becoming too rapid to dodge and block. The sergeant took several strikes to the face, and crumpled over.

Pinkie started healing him, causing each strike to do less and less damage, until he was able to counter his opponent again. Seeing this happen, Shining Armor’s foe disengaged him and charged at Pinkie, driving his shoulder into her stomach and knocking the wind out of her.

The battle had become an intense struggle for survival against the Zentnor’s onslaught.

In the sky, Dash was finding it harder and harder to stay ahead of the vengeful Nagamina. Catching up to her target, Nagamina seized Dash around the waist and pulled her into a nose dive, holding her out in front of herself.

“Oh no, oh no, NO! NOT AGAIN!” Dash thought wildly, trying to squirm out of Nagamina’s iron grip. She gulped and closed her eyes, bracing herself for the rapidly approaching ground.

Producing a massive shockwave of orange energy, Nagamina drove Dash into the ground, creating a large crater.

“And STAY down!” she spat furiously, abandoning her injured foe in the ground and heading towards the other pegasi.


Rarity’s front legs crumpled.

She kneeled forwards painfully, unable to bear all of the pain she was absorbing. Her body had completely exhausted its supply of painkilling endorphins, leaving her fully vulnerable to every strike she absorbed.

“Hold on, Rarity!” Twilight said, lifting her back up with her magic. “Don’t give up now, you can do this!”

“Their leader is attacking Fluttershy!” Celestia said in horror, watching Nagamina break away from Aeon’s acrobatic dodging. She dove towards the Fluttershy, who had started trying to heal Dash from above.

“SWIRLY, GET ME IN THERE!” Terra bellowed, unable to stand by any longer. “NOW!”

“…GAH!” Starswirl shouted in defeat. With a swift CRACK, he teleported Terra into the battlefield. As soon as she rematerialized, she lifted a massive stone pillar to out of the ground, blocking Nagamina’s advance before she could reach her next target—Fluttershy.

In a flurry of shattered stone and fiery orange magic, Nagamina crashed through the pillar and struck Fluttershy with a reduced impact. She cried out in pain and lost her flight balance, spiraling towards the ground.

“No!” Rarity gasped, watching Fluttershy fall. “This… I can’t… Somepony... AHHH!!”

The impact of Fluttershy crashing into the ground next to Dash caused Rarity to fall to her knees again. She bared her teeth and breathed heavily; tears of pain streamed down her cheeks as she struggled to stay alive.

“Stay with us, Rarity,” Cadance begged, pouring cyan magic into her failing body. “Please!”

Barely able to stand, Dash crawled out of the small crater, and dragged herself over to where Fluttershy had fallen. “C’mon Flutters,” she said softly, trying to lift her. “We’ve gotta… Get back up… Back up there…”

“M-my back… It really h-hurts,” Fluttershy cried, unable to stand on her own. “I-I don’t know if I can f-fly… I can’t… I can’t feel my wings…”

“C’mere,” Dash said, pulling her into a hug and holding her tightly, preventing her from collapsing. “I believe in you, Flutters… You can still fix us...”

Fluttershy gulped quietly and closed her eyes, calling on the Element of Kindness. Overwhelmed with despair, her Element only glowed for a moment before fading away.

“…It’s not working!” Fluttershy cried, her hind legs giving out. “I’m too weak… I can’t do it, Dashie… It hurts…”

“Listen to me,” Dash said forcefully, lifting her back up and staring into her eyes. “...You CAN do this! ...Take a deep breath, and try again...”

Fluttershy did as her friend asked, taking a deep breath and closing her eyes once again.

“It’s… it’s too much…” Rarity shuddered, starting to black out. “…Can’t…”

“Rarity, NO!” Twilight said, shaking her awake. “Don’t give in! We NEED you! RARITY! RARITY!”

“That’s it,” Rarity thought to herself, closing her eyes and forcing the last of the tears from them.

“I no longer care if it kills me… they… will…. NOT… HURT… MY… FRIENDS!!”


Rarity’s eyes shot open—their brightness dwarfed the sunlight, washing the blue from the sky and replacing it with pure whiteness. Her protective gaze swept through the battlefield like a floodlight, and each one of the Elite began to glow with a thick, fog-like aura.

The Element of Generosity shone as brightly as her eyes, and her injured body suddenly crystallized into a brilliant amethyst shell. The pain of each blow she absorbed began to hurt less and less, until a frenzied bash to the face felt like little more than a poke to the cheek—for Rarity and the victim.

“Rarity, you’ve done it!” Celestia exclaimed. “You’ve unlocked the full potential of Generosity!” She and the others stared in awe at Rarity’s crystal skin.

“I told you, you could do it!” Twilight cheered. "I told you!"

Rarity did not break her concentration on the battlefield, but the corners of her crystallized lips curled into a smile.

“That’s it!” Dash cheered, as Fluttershy's magic coursed through them. “Good as new! …What the?!”

As they let go of each other, a bright flash of light shone from the edge of the crater in the north. Rarity’s power enveloped the pair, causing their bodies to steadily emit white, fog-like energy.

“That has to be Rarity,” Fluttershy breathed. “...It’s so beautiful…”

“She’s got us covered!” Dash cheered, pulling Fluttershy airborne. "Let's do this, Flutters!" She let go and charged at Nagamina, who was being assaulted constantly by Terra’s rocky projectiles.

Fluttershy altered her course, channeling a stream of healing magic onto Aeon, who had taken a number of hits in their absence.

“WHAT?!” Nagamina shouted, as she felt a pair of hooves graze the side of her head—a flash of rainbow trails followed her attacker. “NO WAY! I KILLED YOU! BOTH OF YOU!”

The ground team, with Rarity’s strength flowing through them, quickly started to turn the tide. The Zentnor’s speed was still superior, but their attacks were almost entirely ineffective. Ashton even took a heavy buck to the chest, but instead of sending him flying backwards, it only faltered him for a moment.

Ironmane bashed his opponent on the side of the head, causing him to dizzily stagger backwards from the impact. The sergeant pulled his crossbow from his saddlebags and aimed it at the Zentnor’s chest, firing. The bolt shattered into several fragments, sending a shower of sparks in every direction.

"Ah-HAH!" Ironmane yelled, seeing a small crack in the Zentnor's armor where his bolt had shattered.

Not letting up for a second, he jammed another bolt into the firing chamber, pelting his foe’s chest yet again. The Zentnor stallion fell backwards from the impact’s force—Ironmane charged at him and flipped him over, burying the crossbow into his cracked chest armor and firing point-blank.

The bolt buried itself into the Zentnor’s chest. Ironmane tossed the crossbow aside, lifted his forelegs, and started viciously pounding the bolt. He it further and further into the armor like a nail, causing the Zentnor stallion to scream out in pain.

Suddenly, with a swift CRACK, Starswirl materialized behind the sergeant.

“Stop!” Starswirl shouted excitedly. “Move, I have an idea!”

Choosing not to second-guess the wizard, Ironmane dove out of the way. Starswirl fired a bolt of magic at the jet-black crossbow bolt sticking out of the Zentnor’s chest—he suddenly stopped screaming, and lay still.

"I thought you said they were immune to your hocus-pocus mumbo-jumbo?!" Ironmane yelled. "What the hay was that?!"

"Those bolts—they're made of pure elementium!" Starswirl gushed. "Not only is it stronger than their armor, it's a superconductor!"

Ignoring the wizard's explanation, Ironmane stood back up and reloaded his crossbow. “...Did you kill'em?” he asked, preparing to charge at another Zentnor.

“Just a paralysis spell,” Starswirl continued enthusiastically. "Keep doing what you just did!"

Ironmane nodded and tackle-charged Ashton’s opponent, taking him and the rodeo champ by surprise. The two armored stallions rolled on the ground a few times, bashing each other with their hooves until one of them buried his crossbow into the other’s chest. Firing point-blank yet again, Ironmane embedded another elementium bolt into the Zentnor’s armor.

As soon as it had been pounded through, the sergeant dove away, and Starswirl stunned their foe.

“An’ jus’ why didn’t y’all do that in the first place?!” Ashton laughed, watching the flailing Zentnor suddenly freeze up. He followed along with Ironmane and Starswirl as they searched for their next target.

“Ah’ve had just ‘bout enough of y’all,” Applejack hollered, angrily bucking her opponent. She galloped over to the downed mare, pausing a few yards away. “Git up, c’mon. Ah ain’t gonna strike ya while yer down… Ah’m better than that. Now GIT UP!”

“Spare me the act,” the Zentnor mare hissed, standing up. She had not been on her hooves for a full second before Applejack belted her again, knocking her back to the ground several yards away.

“Give up yet?” Applejack asked, towering over the mare—she scrambled to stand back up.

Applejack’s eyes turned white, and her Element began to glow a bright shade of orange. Power coursed through her legs, and she turned around once more, furiously bucking the shoulder of the Zentnor in front of her.

Her armored hooves produced thousands of brilliant sparks when they collided with the mare’s heavy armor, leaving a small crack in it. The Zentnor stumbled backwards, disoriented—a section of her brown-pelted shoulder was exposed.

Applejack was about to continue her attack when a crossbow bolt whizzed past her ears, embedding into her foe’s exposed weakness. “What’n tarnation?” she gasped, turning to Ironmane and Starswirl—the latter fired a jet of blue magic at the black bolt, causing the Zentnor mare to seize up and lay motionless.

“Ironmane’s elementium bolts are our ticket in!” Starswirl explained excitedly, floating past the clueless Applejack. He followed along as Ironmane attacked Shining Armor's opponent.

“Heya partner, spare a rope?” Ashton asked, galloping over to Applejack. “Ah’ve got a idea!”

The airborne team was faring better than they had been, but were still outnumbered and unable to catch their speedier opponents. Aeon, Spitfire, and Soarin’ were each dogfighting, and Terra was using rocky projectiles to assault one of them as well.

Dash, however, was under attack from both sides—Nagamina pursued her from behind, and another pegasus Zentnor was closing in on her from an adjacent angle. He collided with her shoulder and sent her spiraling off to the side—she struggled to recover before Nagamina could follow up her ally’s attack.

Fluttershy was nervously watching this from afar, until her concentration was broken by a familiar voice from below.

“Fluttershy!” Applejack called out. “’Ay Fluttershy!”

“Oh, hi Applejack,” Fluttershy replied quietly. “…What’s wrong?” Her voice didn't even come close to reaching.

“C’mere, sugarcube!” Applejack continued, seeing Fluttershy's lips move, but hearing nothing. “Ah got a plan!”

Pausing worriedly to watch Dash evade another attack from Nagamina, Fluttershy swooped down towards her friend. “Oh no…” she gulped, listening to Applejack’s idea. “…Are you sure that will work?”

“Ah’d trust ‘em with mah life,” Applejack replied. “Don’t you worry, Fluttershy, just git down here as fast as ya can—we’ll take care’a the rest!”

Fluttershy hesitantly cringed once more before taking flight again. She approached the Zentnor that had struck Dash from the side—he was hovering in place, carefully watching his foe’s flight path and getting ready to charge her again.

“Um,” Fluttershy said quietly, tapping the Zentnor on the shoulder. “Excuse me… Um, I heard that your mother was a… Um… I mean… She was a… Uh…”


“WHAT DID YOU SAY?” roared the Zentnor, turning and swinging at her. She ducked, grinning at him sheepishly before zipping away into a nose dive towards Applejack and Ashton. She pulled up just before reaching them, leading her pursuer directly over the two earth ponies’ heads.

A rope coiled itself around one of the spikes in his armor—he ignored it and continued flying after Fluttershy. Reaching the end of the rope, the forceful Zentnor pulled Ashton off of the ground.

“Aaaahhhhh!” Ashton hollered, swinging freely behind the Zentnor as he pursued Fluttershy..

Realizing that Ashton’s plan hadn’t quite succeeded as described, Fluttershy panicked and zipped towards the rest of the ground team, who were just finishing up with their last foe.

“W-what the?!” Ragehoof shouted, staring at Ashton as he was towed over his head. "...HEY! GET BACK HERE!"

Galloping at top speed and jumping high into the air, Ragehoof managed to grab Ashton’s hind leg. The Zentnor pegasus was weighed down even more, further slowing his flight speed.

"Hold still!" Shining Armor yelled from below Ragehoof. "Quit movin' around!"

Using an aura of magic to steady Ragehoof's flailing hind legs, Armor jumped upwards as well, grabbing on and joining the chain of ponies weighing down the Zentnor.

“Hah!” Starswirl laughed, unable to contain himself. The three stallions had slowed him enough to allow Fluttershy to get away. He was now hovering furiously in place, trying to shake the rope off of his armor—Ashton's lasso knot wouldn't budge.

"Hoo-eee! Hang on, fellas!” Applejack yelled, catching up from behind and hopping into the air and grabbing Armor's hind leg.

“THIS… AIN’T… AHHHH!!” Ashton shouted in pain. Despite Rarity's power protecting him, he was starting to feel like the weight of the ponies would pull him apart. No longer having to jump very high, Ironmane hopped up and grabbed Applejack’s hind leg, pulling the entire chain downwards.


“Oooh, look at that!” Pinkie giggled, bouncing towards them. “It’s like a pony balloon!” It was exactly as she described—Ironmane was on the ground, keeping the entire chain from floating away.

“DO SOMETHING!” Ragehoof yelled at her. "ANYTHING!"

The Zentnor pegasus roared furiously, doing everything he could to stay airborne. He flapped his wings as hard as he could, but he was unable to gain altitude.

Pinkie hopped onto Ironmane’s back, and bounced onto Applejack’s head. She climbed the chain of ponies until she reached the rope, which she hopped onto and began vertically scaling it like a tightrope.

“...I’m not sure that’s physically possible,” Fluttershy said quietly, watching Pinkie defy the laws of gravity.

“W-what the?!” the confused pegasus shouted, helplessly watching Pinkie hop onto his back.

“Bonk!” she giggled, plopping into a sitting position onto his furiously beating wings—he immediately lost his ability to fly, causing everyone to plummet into a pile of ponies below.

“...Hold ‘em down,” Armor muttered, crawling out of the pile and stepping on the Zentnor's wing. Ironmane did as well, reaching into his saddlebag for the crossbow.

“That’s one way to do it,” Ragehoof grumbled, sitting up. Pinkie tripped over a protruding spike while trying to hop off of the Zentnor’s back, landing on Ragehoof's face.

“GET OFF OF ME!” shouted the Zentnor, while Armor and Ashton held his wings firmly against the ground, leaving his chest exposed.

Ironmane buried the crossbow into his chest and fired—he tossed the crossbow aside and pounded the bolt further into the Zentnor’s chest, jerking away to give Starswirl a clear shot.

“…Wizard?” Ironmane asked, looking over his shoulder and raising an eyebrow—Starswirl was rolling on the ground laughing.

“Yes, yes, hah, sorry ‘bout that,” he replied hysterically, floating off of the ground and paralyzing the struggling pegasus. “Let’s hope the rest of ‘em go down just as easily! Hah!”

“Easily?!” Ashton cringed, feeling a shooting pain in his ribs while Pinkie healed him.

Terra lifted a large rock and held it in place, waiting for her Zentnor opponent to charge her again. The pegasus mare banked widely and charged at her, producing a sonic boom of crackling orange energy.

Terra quickly dodged to the right, causing her foe to smash through the rock instead.

“Looks like we’re going to need something harder,” Terra said angrily, clenching her hoof. The ground rumbled as she sensed its contents, searching for something stronger than the stones she had been ineffectively hurling.

Finding a massive crystalline geode, she pulled it out of the ground and rapidly projected it at her foe.

Having stalled out of supersonic speed from the previous attack, the Zentnor was unable to evade. Terra slammed the stone square into her back—right where her wings connected. Screaming in pain, she spiraled out of control and plummeted towards the ground.

Terra started to crack open the ground beneath the Zentnor, preparing to cast her into a fissure, but she was distracted by a sudden shout from below.

“Wait!” Starswirl called out. "One moment!"

“What?!” Terra hissed. She watched as Ironmane came galloping towards the downed Zentnor pegasus, tackling the mare before she could take flight again.

Spitfire went into a steep vertical incline, her angry foe in hot pursuit. The two pegasi went to extreme heights, feeling the air thinning around them as they continued to climb at supersonic speeds. As the air continued to thin, their speed slowed rapidly—before long, they stalled out completely.

Floating in the freezing air for a moment, Spitfire grinned triumphantly at the Zentnor. “Fancy armor on your wings, bud,” she chattered, shivering in the intense cold. “W-wonder what happens when they freeze up? He-heh…”

“...YOU’RE INSANE!” the Zentnor called Flatwing roared, losing feeling in his wings. He turned and went into a nose dive, but Spitfire was already ahead of him—she caught him around the waist, preventing his wings from moving.

“Exactly!” Spitfire laughed wildly. “Still wanna call dibs on this!?" They began to plummet towards the ground.

“PULL UP!” Flatwing screamed desperately, flailing his legs. “YOU’RE GONNA GET US BOTH KILLED! PULL UP, YOU LUNATIC! AHHHHHH!”

“What’s the matter!?” Spitfire squealed. “Can’t handle me?!” She bit down on a few of the exposed feathers sticking out of his wingbone's armor and jerked her head sideways, ripping them out.

Flatwing screamed hysterically as Spitfire let go of him, leaving him to plummet towards the ground with an inability to regain control of his flight. Jerking his unbalanced wings desperately, he slowed his fall enough to survive it, but after crashing into the ground, he did not move.

Ironmane and Starswirl materialized next to him, shrugging at each other—he was already out cold.

“Jeez, quit movin’ around!” Soarin’ laughed, dodging his opponent again. “What good’s all that speed if you can’t maneuver any more?! C'mon!”

Not hearing him, the attacking Zentnor mare swooped at him again, trying to graze his wings with her hooves.

Soarin’ whistled at her mischievously as he lowered his altitude and dodged the attack. “Yoohoo!” he shouted from below, waving. “Over here!”

Frustrated with the lack of results from the dogfighting, the Zentnor slowed her speed and turned around, approaching him slowly and watching him carefully.

“Finally,” Soarin' laughed, charging at her and feint attacking—she lowered her altitude in an attempt to dodge his apparent attack from above, but instead got kneed in the chin as he juked downwards and increased his altitude rapidly. Having successfully disorientated her, he punched her in the chest a few times, knocking the wind out of her.

Soarin’ rotated around and drove his elbow into her left wing, dislocating it entirely.

“Call me sometime, this was fun!” Soarin’ shouted at her, laughing.

She desperately waved her right wing, spiraling towards the ground—Starswirl and Ironmane were already waiting below.

Aeon was not faring well in attacking, but the same was true for the Zentnor he was dogfighting with. The professor didn’t have much of a chance to retaliate as he dodged, but he noticed something below him while flipping out of the way of an attack.

He dove towards the ground, pulling up just before reaching it. The Zentnor pursued him, only to get lassoed by two ropes when reaching the ground.

Aeon had led him straight over Applejack and Ashton, and Armor and Ragehoof were each helping them pull their ropes downwards.

“CURSE YOU!” the Zentnor spat, being pulled closer and closer to the ground.

“My pleasure,” Aeon smiled, bowing at him while Ironmane and Starswirl materialized below with a CRACK of blue magic. The four ponies wrangled the Zentnor to the ground, and Ironmane tackled him.


Realizing that her entire Collective had been defeated, Nagamina skidded to a halt and hovered in midair, seething at what was happening on the ground below her.

“It’s over!” Dash yelled triumphantly, hovering across from her. “Give up, featherbrain!”

“No…” Nagamina replied darkly, reaching over to her right shoulder guard with her left hoof. She flipped one of its spikes open, revealing a red button inside of it.

“I don’t care if this kills me… IT’S WORTH IT… TO CRUSH YOU PATHETIC WORMS!!”

“Whoa, what’s that do?” Dash questioned, watching Nagamina jam the button and flip the spike back into place. She did not reply, but Dash was able to hear a faint tsst sound from behind her armor.

Nagamina closed her glowing eyes and mumbled in a trancelike state. “…Heh,” she laughed ominously. “…Oh… oh, yes… yes… YES, YES! I WILL RIP YOUR WINGS OFF, CELESTIA! AHHHHAHAHAHA! GET READY TO DIE!!”

“…I’m not Celestia,” Dash said nervously, backing away. "...Name's Rainbow Dash, remember?"

The feral Zentnor’s eyes shot open—the orange energy pouring from them turned deep red, and when she opened her mouth, a haze of red energy seeped from her throat as well.

“JUST AS SOON AS I TEAR YOU FROM THE SKIES!” Nagamina screamed. She exploded into a vertical incline, leaving a trail of brilliant red energy behind her.

Dash nervously watched her rise into the sky—she readied herself for an incoming attack.

“Oh, this can’t be good,” Aeon commented, watching from below. He darted off to find Spitfire and Soarin’ while Nagamina rotated in midair, turning and preparing to charge at Dash.

Dash didn’t give her the first move—she soared upwards, her Element glowing brightly.

“FOOL!” Nagamina laughed, diving at her opponent with her hooves outstretched. They collided, sending a shockwave of red and rainbow-colored energy in every direction.

Dash didn’t feel much from the collision, but she was forcefully knocked backwards, slamming into the ground below at supersonic speeds. Guarded by the full strength of her Element, Rarity's potential, and the mithril flight suit, even the impact with the ground felt like nothing.

Leaving a trail of dirt and rainbow energy, Dash jumped off of the ground and took flight, banking to Nagamina’s right and starting to pick up speed. Nagamina chased at a narrow angle, intercepting her and crashing into her from the side. Nagamina pounded her from above and sent her spiraling out of control once again.

“GAH!” Dash thought, flailing her wings before colliding with the ground again. She stood back up, spat out a mouthful of dirt, and glared at Nagamina from the ground. “...Looks like it’s time to try something new!”

Dash looked down at the brilliant ruby lightning bolt on her neck, and her eyes began to glow white. Kicking off of the ground with explosive force, she blasted her way through the sound barrier in seconds, producing a rainboom just above the ground—the ears of everyone on the ground were left ringing.

Speeding right past Nagamina, Dash started flying towards the edge of the six-mile-wide crater, quickly leaving her opponent behind as she rapidly gained speed.

“SPEED IS NOTHING WITHOUT MANEUVERABILITY!” Nagamina screamed, halting in midair and staring at Dash. Her Element was glowing so brightly that she looked like a ball of red energy, leaving behind a rainbow-colored trail in its wake.

Though Dash couldn’t hear her hysterical screams, she already knew that her intense speed wasn’t allowing her to attack her opponent directly. That wasn’t what she was trying to do.

“Luna was right,” Dash thought, squinting her eyes furiously. “WAS!”

“WELL?!” Nagamina shouted angrily. “ARE YOU GONNA ATTACK, OR WHAT?! BRING IT, FILLY!”

Dash continued to bank at an extremely wide angle, drawing deeply on the power of her Element and increasing her speed as high it would go. She began to supercharge the air as she soared through it, leaving white storm clouds in her wake—brilliant lightning of red, blue, and yellow forked from them.

“Look at what she’s doing!” Aeon shouted excitedly—he, Spitfire, and Soarin’ gaped in awe, watching Dash follow the circumference of the massive crater. Wind began to pick up immensely as she circled faster and faster.

“She’s forming a...tornado!?” Spitfire screamed, flapping her wings harder and harder to stay in place.

Starswirl suddenly materialized next to them in midair with a CRACK. “Time to go, fillies and gentlecolts!” he shouted hurriedly—with a series of head-spinning teleports, he blink-ported them out of the crater's airspace, rematerializing next to Rarity, Cadance, Twilight, and Celestia.

The rest of the ground team had already been teleported out of the crater, which was starting to become engulfed by a massive funnel cloud, brilliantly illuminated by rainbow streaks.

Unable to fight the howling winds any longer, Nagamina started getting sucked into the glowing tornado.


Nagamina had completely lost control of her flight, despite the near-lethal amount of stimulant that was coursing through her body. She spun around violently, starting to get pelted by bolts of tricolored lightning. Her armor grounded the lightning, but it heated up rapidly, turning red-hot.

The eleven motionless Zentnor on the ground below were sucked into the tornado as well—Shining Armor had to raise a shield to keep the Elite from getting sucked in from the edge of the crater.

With the tornado now functioning by itself, Dash used a short burst of speed to exit in a tangential line, arcing upwards and flying high into the sky. Slowing and coming to a halt, Dash paused in midair, staring into the center of the tornado, where Nagamina spun around helplessly.

“Uh oh,” Starswirl shuddered worriedly, realizing what Dash was about to do. “This is going to sound strange, Rarity, I need a quick favor…”

“Predict this,” Dash said determinedly. She exploded into a direct nose-dive, exploding through the sound barrier and aiming straight for the incapacitated Nagamina.

Their collision created a shockwave of unmatched force—it completely dissipated the tornado, sent the eleven Zentnor flying in every direction, shattered Armor's shield spell, and knocked all of the Elite backwards.

Dash drove Nagamina into the ground, creating a massive sub-crater in the center of the Tartarus crater. Jumping away from her foe, Dash was surprised to see something burst out of the ground.

“AAAGGHH!” Nagamina screamed hysterically, limping towards her. “STUPID… FILLY… JUST… DIE!!”

“You’ve got to be kidding!” Dash replied, staring at the completely feral pegasus in front of her.

Nagamina’s armor had cracked open in several places, and her wings were clearly dislocated. Her left hind leg was also broken, but she still limped towards Dash, her eyes blazing, and her mouth frothing.

Without warning, Starswirl and Ironmane materialized by Dash’s side with a swift CRACK.

“What th-“

Dash’s surprise was cut off by a swift shot from Ironmane—the crossbow bolt whizzed past her, embedding itself in one of the cracks in Nagamina’s armor.

“AHHHH! NO! YOU… I HATE YOU!” Nagamina screamed. Starswirl fired a bolt of magic at the crossbow bolt, surging her body with paralyzing magic, but she powered through it and continued to trudge forward on her three usable legs. The burning stimulant in her veins was preventing the wizard's spell from knocking her out.


Ironmane fired another elementium bolt at her, striking a crack in her chest. Starswirl zapped the bolt again, but Nagamina continued to limp towards Dash furiously.

“I got this, guys!” Dash said determinedly, preparing to charge. "I can finish-"

Starswirl raised a hoof at Dash to stop her—with a swift CRACK of blue magic, he teleported Twilight to his side.

“...Ya called?!” Twilight gasped in panic, scrambling away from Nagamina. "What d'you want me to do?!"

“Sorry about the rush!” Starswirl shouted. “Seems I don’t have enough juice to take her down! Use the Element to power a stunning spell! Aim for the crossbow bolt!”

“The crossbow bolt?” Twilight asked, preparing her spell—Starswirl pointed at the elementium bolt in her chest.

“ALL OF YOU… I’LL KILL… ALL OF YOU! Nagamina wailed, several feet away from Dash. Twilight fired a powerful paralysis spell at the Zentnor leader, causing her to crumple forward to her knees.

RAAAAGH! NO! I HATE YOU!” she spat desperately, trying to crawl towards them. “I HATE YOU!!”

Twilight repeated the spell, striking the bolt in her shoulder—Nagamina collapsed for a moment, but let out a bloodcurdling scream and started jerking her head around violently. She flipped onto her back, kicking her legs spastically into the air—her mind was defeated, but her body was still fighting.

“In three!” Starswirl shouted, floating to Twilight’s side. “Two!”


The two unicorns fired stunning spells at Nagamina simultaneously—Starswirl’s blue jet sunk into the bolt on her shoulder, and Twilight’s violet attack sunk into her chest.

With a final ear-piercing scream, Nagamina’s legs went limp, and she finally lay still.

Chapter 17 - The Blood Legion

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Though the Tartarus citadel was several miles from the crater, a great burst of wind from Rainbow Dash's final attack on Nagamina washed over the fortress, knocking almost all of its inhabitants off balance.

Farclaw was nearly blown off of the citadel's great staircase, and even Haakon's intimidating serpentine guards slid across the floor, pushed backwards by the gust. Unaffected, the Blood Prince furiously stood from his throne.


Trembling with rage, Haakon approached the edge of his citadel, fixing his eyes upon the fading storm clouds that had been created by Dash’s hypersonic tornado.

Maelon slithered across the citadel to Haakon's side. “…My princsssse,” he hissed. “We sssstand ready to ssssucceed where the foolssss failed…”

Having narrowly avoided a fall from the winding stairs, Farclaw entered the citadel and bowed at Haakon. For a moment, the prince said nothing, leaving Maelon, Farclaw, and the other scaly creatures to watch him in silence.

“Send word to the lieutenants immediately,” Haakon finally ordered, still gazing at the crater. “We will meet them head-on. They will fall against the might of the Blood Legion.”

“…W-w-what of dey f-f-forbidden art, mah prince?” Farclaw stuttered nervously, as Maelon and the other scaly guards slithered away. "W-what we do...?"

“DO YOU DOUBT THE LEGION, PUP?” Haakon bellowed, turning and looking threateningly at the raptor.

“N-nevah!” Farclaw begged, bowing his head in terror.

“They will find it difficult to use their petty tricks in this fortress,” Haakon replied, walking past the quivering scout and looking down at his grand fortress. “Every single stone has been blessed by the Trask Hierophant... YOU STAND UPON HOLY GROUND. DO NOT FORGET THAT!”

Farclaw shuddered. “Y-yessah!"

“Should they lay a hoof in this citadel, they will become stains upon my floor,” the Blood Prince continued menacingly. “AND THEY WILL KNOW TRUE PAIN BEFORE THE END!”


“…How’d they get these durn things on’n the first place?” Applejack complained. Several yards to her left, Ragehoof silently shook his head in response. They, along with the rest of the Elite, were trying to pry apart the broken armor of the unconscious Zentnor Collective.

Following a last-minute request from Starswirl, Rarity had used the Element of Generosity to shield the eleven unconscious Zentnor from their fall when they were hurled from Dash's hypersonic tornado. Though they were gravely injured, she successfully kept them from dying.

Like Starswirl, Rarity had used Ironmane's elementium crossbow bolt to get through their magic-resistant armor—the same vulnerability that had been their downfall had subsequently saved their lives. Once Nagamina had been defeated, the Elite had gathered their unconscious foes in the center of the crater.

Though Ironmane's crossbow bolt had managed to puncture their armor, it still proved very difficult to remove.

“...What are your plans, once these husks have been removed?” Luna asked Celestia—even the two princesses were working together to pry apart the armor of a brown-pelted Zentnor stallion.

Celestia took a break from hopelessly pulling at the armor. “I sent word to Captain Steelwind of Fillydelphia when I saw that the tide had turned,” she explained. “Once we have stripped them of Haakon’s enchantment and their armor, they should be easily contained by the city’s prison…”

“It would be safer to send them to the moon,” Luna suggested. “Better yet, should we not try to restore Tartarus’s imprisoning capabilities?”

Celestia sighed, gazing at the white mountain citadel in the south. “For the Zentnor, no… If we can remove this armor from them, they will no longer be remotely a threat..."

“You would try to rehabilitate them…?” Luna asked, raising an eyebrow.

“Yes,” Celestia declared. “They are normal ponies under this armor… And despite their wonton destruction of property in Detrot, they are not murderers…”

“At the very least, they should be interrogated about the origin of this strange armor,” said Luna, watching Aeon and Soarin’ lose their grip on a Zentnor’s armor and go flying backwards.

“Captain Steelwind can be quite persuasive,” Celestia said, briefly snickering under her breath. “It would not surprise me if she convinces them to divulge before our mission is complete.”

“Our mission,” Luna repeated, gazing towards the southern end of the crater. The mid-afternoon sunlight gleamed against the white fortress on the edge of Mount Tarus, only the top of which was visible over the rim of the crater.

“What becomes of Tartarus once it is retaken?” Luna continued. “Are we to turn it into a prison once again?”

“As I’ve said,” Celestia sighed. “We haven't a clue where to begin… In spite of everything, Discord seems well-versed in magic that goes way over our heads…”

“Is that respect I hear in your voice, Celestia?” Discord asked in shock.


The two sisters immediately stared at the source of his voice, which appeared to be the unconscious Zentnor between them. A tiny projection of Discord walked around from behind one of the armor’s tall spikes, wearing an upside down pair of sunglasses. He leaned against the spike casually, grinning at Celestia.

“What of you is there to respect?” Celestia hissed at him quietly, trying not to draw the attention of the others. The last thing the team needed was another visit from the infuriating draconequus.

“That’s more like you,” Discord laughed, lifting his sunglasses and looking at her amusedly. One of his sunglasses’ lenses popped out of its frame, landing on the ground below and exploding with a little crack.

“...Are you able to restore the dilation field within Tartarus?” Luna asked him quietly, pointing her head at Celestia but locking her eyes on Discord.

“Certainly not,” he replied, lowering the single-lensed pair of sunglasses back onto his face. “Seriously, do you pay any attention to what I say? My old friend, the remote control, is the one who paused it for me…”

“Remote control?” Celestia asked, raising an eyebrow at him.

“I recall,” Luna clarified. Discord’s shifty eyes traveled towards her. “You mentioned the name Tre’zan…”

“Bravo!” replied Discord, applauding her. “Give that mare a medal!”

“Where is this… Tre’zan now?” Celestia interrupted his applause.

“Oh, he could be anywhere,” Discord chuckled. The other lens of his sunglasses popped out and landed on the Zentnor’s armor, exploding and leaving a small black smudge on it. “It's been such a long time… He might be underground though, if you’re willing to dig him up!”

“You disgust me,” Celestia spat, wrinkling her nose at the thought of exhumation. “Be gone.”

“Wait,” Luna interrupted, lowering her head towards Discord. “You wanted Haakon imprisoned as well, do you not? Help us...”

“My dear Luna, what is it you think I’m doing here?” Discord laughed, pulling the lens-less sunglasses from his face and taking a bite out of their frame. With his mouth full of chewed metal, he continued, “I’m helping you just enough to make sure it’s a fair fight. Mmph… That way, whoever loses, I win!”

“Surely you do not expect us to let you remain like this once we have triumphed?” Luna asked, looking at him threateningly. “You cannot hide like this forever... Were we not preoccupied, we could track you down...”

“That isn’t much incentive for me to help you, is it?” Discord asked, swallowing the remains of his sunglasses and looking at her with a serious expression. “Sure, I could deal with Haakon with a snap of my fingers, but why do that when he can deal with you for me?”

“I thought we were dealing with Haakon for you?” Celestia asked in confusion. “Just who do you want to win?!”

“Me!” Discord laughed, his translucent body beginning to fade away. “And things are going just swimmingly! Good luck with Haakon, dearies! I’ll be rooting for me!”


The two princesses paused, their eyes still fixed on the spot where Discord’s miniature projection once stood.

“...His goal is to confuse us,” Luna finally declared, resuming her attempts to remove the Zentnor’s armor. “If we dwell on what he says, he will continue to win.”

“He seems to be watching our every move,” Celestia added, hopelessly assisting her. She lost her grip on the spiked armor, sliding backwards and landing on her back. “…Ugh…”

Luna giggled, quickly covering her mouth with a hoof and trying to conceal her amusement.

“Ha, ha,” Celestia laughed sarcastically, rolling over and standing back up. She brushed the dirt off of her pearly plated armor..

“There must be a simpler way of going about this,” said Luna. She stared at the Zentnor in front of her for a few moments, and then looked around at the rest of the Elite. They were not having much better luck.

“If you’d just wake one of them up,” Ragehoof muttered at Twilight, as she re-paralyzed the victim he was attempting to disrobe. “Give me five minutes with him and we’ll know how to get these tin cans off...”

“It doesn’t sound like you plan on asking nicely,” Twilight replied cautiously. “I’m sure we can figure it out e-“


“Ah-hah!” Ironmane shouted triumphantly—the armor on his Zentnor victim suddenly dislodged itself with a series of rapid, mechanical clicks.

“Good goin’, sarge!” Armor exclaimed, galloping to his side and studying the dislodged armor carefully. “…Wait, how in Equestria did you do that?”

“The armor’s locked together by a clockwork system behind their forelegs, sir,” Ironmane replied, pointing a hoof at the thickly geared section he had exposed while trying to remove the armor. “Looks like they just have to clop their front hooves together three times in a row, and it just falls off!”

“Are you kidding me?!” Dash whined, hovering over Nagamina’s unconscious body. “That’s all we gotta do?!”

“Heh, looks like it ace,” Spitfire laughed, lifting Nagamina's front hooves and clacking them against each other three times. A series of clicks echoed through her forelegs, and the spiky armor separated into five pieces—the helmet, the body, and the four legs. The armor also seemed to loosen, allowing it to slide off.

Spitfire effortlessly removed each section, tossing them into a pile off to her left. Following the same process, the Elite disrobed the remaining Zentnor in a matter of minutes.

“So all we had t’do was hit’em in their hooves three times?” Applejack asked in confusion. “Ah don’t get it, how come they didn’t come off when they were punchin’ the livin’ daylights outta us?”

“The locking mechanism’s pretty complex,” Ragehoof replied from off to her left, studying one of the armored leg pieces. “They only activate when they hit their own hooves together three times, consecutively... It’s pretty genius, I bet Anvil would’ve... ugh…” He trailed off.

“What’s that, partner?” Applejack questioned, walking over and looking at him curiously.

Ragehoof closed his eyes in annoyance, tossing the armor piece over his shoulder. “Nothing,” he huffed, turning around and starting to walk away. Applejack cautiously placed a hoof on his black shoulder plate.

“Y’know, if somethin’s botherin’ ya, we’re here for ya,” she told him, smiling. He paused, staring off into space for a few moments.

“…Some other time,” Ragehoof finally said, continuing to walk away. Applejack’s hoof slid off of his shoulder and landed back on the ground.

“Ah really do worry ‘bout him sometimes,” Ashton said, walking to Applejack's side and watching Ragehoof with her. “He looks like he's got somethin' mighty big botherin’ ‘em…”

“Ain’t no doubt about that,” Applejack agreed. “Ah wish he’d just talk a little more…” The two ponies watched their teammate start sifting through the pile of Zentnor armor along with Aeon.

Overhearing their conversation from above, Soarin' landed to Ashton's right. “Y'know, he might not anything nice to talk about,” he commented. “I heard a few things about him when we first met the Brotherhood…”

“Like what?” Applejack asked curiously—she and Ashton turned towards the Wonderbolt.

Soarin’ ducked his head and leaned towards them. “…Like, when he first became a potential, it was because he killed three adult dragons," he whispered cautiously, ensuring Ragehoof wouldn’t hear him.

“He what?!” Ashton yelped—Applejack jammed her plated hoof into his mouth to silence him. Mumbling out of the corner of his lips, he continued, “…dragons ain’t nothin’ to mess with!”

“Didn’t you lasso one?” Soarin’ chuckled. "I swear I heard about it in a magazine-"

“T’was a teenager,” Ashton gulped quietly, when Applejack removed her hoof from his mouth. “Jus' a ‘lil bigger than you an’ me… Adult dragons are almost as big as that Lagos fella!”

“Ah've seen a big'un up close once... Can’t imagine how he did it,” Applejack added quietly. “Or why, come to think of it… Dragons ain’t nice, but Ah sure wouldn’t go pickin’ a fight with one jus' for the hay of it…”

The trio’s conversation was interrupted by a sudden cheer from Aeon, who had just pulled a glowing glass syringe from one of the suits of armor. “Just look at this!” he exclaimed, holding the syringe up to the sunlight.

The orange liquid within was glowing eerily, forming little clots and bubbling lively.

“What’s this, now?” Starswirl asked excitedly, floating to Aeon’s side and observing the container. “It’s resonating with magical energy… But it’s a liquid of some sort?”

“Nagamina said something about, uh,” Dash told them, trying to remember what the furious Zentnor had rambled about. “Stim packs or something like that, before she went all super-mare on me…”

“Magically enhanced medication?” Aeon guessed, allowing Starswirl to levitate the syringe of orange liquid out of his hooves. “CNS stimulants, no less…”

“I’ve heard of this being done for medical uses, but never for combat,” Starswirl told him, as Celestia approached from behind. “I’d like to take a sample for the professor and I to study.”

“When the Fillydelphia City Guard arrive, I'm ordering them to take the armor and stimulants to Mareheim,” Celestia replied. “They must be kept separate from the Zentnor in our absence… When our mission is complete, by all means, head to Mareheim and study to your hearts’ content.”

“Fair enough,” Starswirl shrugged. “…Any idea when they should be here?” Aeon and Dash started digging through the pile of armor, pulling the syringes from the neck sections of armor.

“A matter of minutes,” Celestia told him, gazing at the northern horizon—three gleaming dots in the sky were flying towards them, already approaching the rim of the crater.


“Atten-HUT!” Captain Steelwind roared, flying above one of the three golden chariots that landed in the center of the crater. The pegasi guards that pulled the chariots skidded to a halt, saluting her and standing at attention.

“Captain,” Shining Armor said, saluting her respectfully.

“Captain,” Steelind replied, returning the salute. She turned to Ironmane, who stood next to him. “Sergeant.”

“Captain,” replied Ironmane, saluting as well.

“Captain,” Celestia chimed in, approaching Steelwind and nodding her head.

“Your highness,” Steelwind replied, bowing in return. From several yards away, Ragehoof scoffed at their formality.

“Please take the prisoners to Fillydelphia’s holding cells,” Celestia ordered—the captain quickly motioned to the pegasi guards in front of the chariots. They detached themselves, saluted her, and immediately flew towards the pile of unconscious Zentnor.

Each of the prisoners had small scars where Ironmane’s crossbow bolts once stuck into them. Cadance had surgically removed the bolts, healing them enough to close their wounds, but not enough to cure their paralysis.

“They’ll be out for a good couple’a hours,” Starswirl cheerfully explained to the guards, as they shackled the Zentnor’s legs and carried them towards the chariots.

“The Collective’s armor is to be taken to Mareheim,” Celestia continued. "Along with the contents of this bag. As of their delivery, they are to become classified."

Steelwind nodded curtly in acknowledgement, accepting the white saddlebag full of stimulants from Aeon and ordering her remaining guards to start collecting the armor.

“This is precious cargo,” Aeon explained, handing the bag to Steelwind. “Please treat it carefully…” She nodded at him, placing the bag in the front seat of the chariot while the guards dumped the Zentnor's armor into the back.

Having loaded the Zentnor and their armor into separate chariots, the Fillydelphian guards re-attached themselves to the chariots, preparing to take off.

“Thank you, Captain Steelwind, for your speedy response.” Celestia told her. “Dismissed. Fly safely!”

Steelwind saluted the princess once more before turning around. “You heard her highness, you pigeons!” she roared, motioning for them to take off. "Get going!" They started galloping hurriedly towards the south, taking off and circling around towards the north.

“Captain,” Steelwind said calmly, turning to Armor and Ironmane once again. “Sergeant.”

“Captain,” they replied at the same time. They saluted each other, and Steelwind took off after the three chariots.

Celestia ordered the team to form up, and she initiated another inspirational speech.

“It is time to move upon Tartarus, and end Haakon’s threat once and for all!” she ordered, receiving a series of cheers in response. “Remember what we’ve learned—we can win without bloodshed!”

“We will charge the fortress head-on. Do what you must to subdue Haakon's soldiers,” Celestia continued. “Starswirl, Twilight, Luna, and myself will deal with those that have been defeated.”

“The paralysis spell,” Luna quietly clarified for the confused Twilight.

“Let us bring down Tartarus, once and for all!” Celestia continued, her voice booming over the cheers of the Elite. She began to walk towards the south, spreading her wings. “RIDE!”

The Equestrian Elite followed her lead, galloping and flying towards the southern end of the crater.


“FEAR IS OUR ALLY, AND THEIR ENEMY,” Haakon bellowed. His black, leathery wings suspended him high above the greater fortress of Tartarus, and he was addressing an army of thousands below.

Crowds of strange creatures comprised the Blood Legion, and each race numbered in the hundreds.

“THE EQUINES ARE FEW IN NUMBER, AND THEY RELY ON THE FORBIDDEN ARTS,” continued the Blood Prince. The cheers of his armies subsided into a cacophony of nervous mumbles upon hearing him mention the forbidden idea of magic.


The nervous hissing and muttering faded away into roars and cheers once again. From the mountainside beyond the fortress walls, a flock of gargoyle-like creatures with brown, leathery wings took flight and screeched at Haakon from below his altitude.

“THE BLOOD LEGION HAS NEVER BEEN TRULY DEFEATED, AND IT NEVER SHALL BE,” Haakon bellowed supportively. He paused for a moment, scanning the armies below with his glowing orange eyes.


His eyes traveled to a section of comprised of roaring and screeching velociraptors. Their scales ranged from dark blue to dark green, and some of them were clad in ornate wooden armor.

Haakon opened his hand and indicated them. “THE VELOCIRAPTORS OF THE JADE ISLES!”

The armies roared loudly in acknowledgement of the raptors, as the Blood Prince looked down to indicate the brown, gargoyle-like winged creatures that were flocking below him.


Bellowing supportively, the swooping wyverns flew into a V-formation, circling the cheering armies once before returning to the mountainside to watch from afar.

Haakon turned his attention towards a bleating section of orange, tusked, pig-like creatures. Their muscular bodies rivaled bulls in size, and their ivory tusks were jagged and sharp.


Among the armies, one crowd of creatures was making a different sound from the others—Haakon next acknowledged the barking crowd of demonic dogs. Their fur was either dark blue or dark red, and their white eyes glowed faintly.



Following this acknowledgement, the cheering creatures of the crowd fearfully backed away from the crimson, serpent-like guards of the Blood Prince. Following Maelon’s lead, the six Trask did not cheer in excitement, but merely bowed their heads respectfully at Haakon.

“ABOVE ALL, REMEMBER WHOM YOU SERVE,” Haakon told them, materializing a massive mace in his left hand with a CRACK of orange magic. “I AM THE BLOOD PRINCE!”


The army below him whimpered for a moment, bowing their heads fearfully. Some of them resumed their cheering, but several worried shouts began to echo through the crowd.

“Dere!” Farclaw shouted from among the crowds, pointing to Haakon’s side. “Dee-mon! Dee-mon!” Shouts of “Demon!” began to ripple through the armies.

“Bravo, my friend, bravo,” a mischievous voice said from Haakon’s left. “Such an excellent speaker!”


“YOU!” Haakon roared, swinging his mace furiously at Discord. The applauding projection momentarily distorted as the mace passed through him, leaving him unharmed.

“Aye, it is I,” Discord laughed. His image suddenly increased in size drastically; he scaled to nearly three times the size of Haakon, and the fearful armies below began to whimper.


“Oh, stop with the dramatics,” Discord told him, snapping his fingers. Haakon’s mace turned into a large rubber mallet with BAM inscribed on its face in goofy lettering.

“Say what you have come to say, fool,” Haakon spat, incinerating the toy mace in his hands with a shimmering burst of orange fire. “The Trask Hierophant will find you soon…”

“Oh, I’ve nothing big to say,” Discord giggled, rotating weightlessly in the air over Haakon’s armies. “Maybe just a little hello and goodbye. I’m merely… passing through, as it were.”

“Everything you do has some twisted purpose behind it,” Haakon replied angrily. “Do you think you can fool us again?!”

“Oh, not this time,” Discord replied, decreasing in size and placing a cupped claw over his mouth as he approached Haakon’s ear, whispering into it. “Celestia and her little ponies will beat you easily, I know that. I have no need to imprison you any more, you see…”

Haakon listened angrily as Discord continued to whisper into his ear.

“Bah! COMPRIOMISE!?” the prince roared, jerking away from Discord and glaring at him angrily. “We will DESTROY them, and then we will DESTROY YOU! YOU WILL NOT HIDE FROM US FOR LONG! THE TRASK HIEROPHANT WILL FIND YOU, AND WE WILL CRUSH YOU!”

“Suit yourself,” Discord laughed, slowly fading out of existence. “Your loss!”

“IGNORE THE DEMON’S WORDS,” Haakon bellowed at his armies; they slowly resumed their cheering.




“What’s that?” Dash asked curiously. She and the Equestrian Elite had exited the crater, and entered a wide grassy courtyard. Bells were chiming from the fortress in the distance—its walls were tall and thick, and the afternoon sunlight gleamed upon its white stone.

“Never mind that, what’s that?!” Aeon asked nervously, pointing at the inner gates of the Tartarus fortress. Like the former Gates of Tartarus, the gate was a single section of wall mounted upon a hinge.

The gate was rotating open, causing the ground to rumble as stone grinded upon stone.

“Haakon’s armies approach!” Celestia shouted, narrowing her eyes at the small figures beginning to flood from the gates. “CHARGE!”

Celestia resumed her flight, leading the Elite along with her as they began approaching the hundreds of strange creatures under Haakon’s command.

“Heads up! Catapults!” Starswirl shouted to the team—he indicated several large wooden mechanisms on the citadel’s walls, each of which were readying chunks of white rock.

“AVOID THEIR PROJECTILES!” Luna boomed as well. She barrel rolled out of the way as the trebuchets began launching rocks high into the air—the other fliers of the Elite took evasive action as well.

Shining Armor raised a mobile shield around the team, but one of the chunks of rock sailed through it effortlessly and crashed into the grass behind him.

“Scatter!” Celestia called out worriedly. “The stone of the fortress resists magic! Avoid it!”

Armor dropped his shield, and the earth ponies and unicorns of the team split off into different directions, assuming a line formation and leaving wide gaps between each other.

“...I cannot demolish their fortress from below,” Terra called out to Celestia and Luna. “The earth around the structure does not respond to my call!”

“Discord mentioned that the fortress was enchanted with anti-magic,” Luna replied loudly. “That will complicate things greatly…”

“Then they shall be struck from above!” Terra declared, breaking away from the others, increasing her altitude, and baring her teeth furiously. Storm clouds began forming throughout the sky, darkening the battlefield below—lightning began flashing as soon as they formed, followed by rolling thunder.

“Cadance!” Celestia ordered, adjusting her flight towards her niece. “Stay with Rarity, as before!” As soon as Cadance nodded in acknowledgement, Celestia zipped back in between Starswirl and Luna. “Luna, you and I will incapacitate those defeated by the airborne team! Swirly, take Twilight and handle those from the ground team!”

“You got it!” Starswirl cheered excitedly, dropping his altitude and hovering alongside Twilight as she galloped. He relayed the plan to her, and they altered their course to follow after the spread-out ground team.

Continuing to dodge projectiles from the trebuchets, the Elite closed in upon the assembling armies in front of the gates. As they got closer and closer, they saw that the first wave of opponents was comprised entirely of hissing velociraptors.

“Up and over the walls!" Aeon ordered the airborne team enthusiastically, increasing his altitude. "Let's take out those trebuchets!" He led the other pegasi high into the air, over the trebuchets' missiles, and towards the fortress’s airspace.

“Aww yeah!” Dash whooped, rolling to the side and plowing through one of the trebuchets. It exploded into a flurry of splintered wood and roaring velociraptors, leaving rainbow trails behind them as they fell.

Celestia, Luna, and Terra followed after the airborne team. Lightning was threateningly jumping from cloud to cloud, but it did not strike the Elite—instead, it followed Terra's explicit commands and struck the velociraptors manning the walls.

“Doc, we got incoming!” Soarin’ shouted from Aeon's right. “Bad guys, three ‘o clock!”

“Move to intercept!” Aeon ordered, adjusting his course to charge at the flock of wyverns rising from the mountainside. “For Equestria!”

The airborne team collided with the wyvern flock amidst flashes of bright lightning, as the ground and magic team charged into the velociraptors’ ranks below.

Still strengthened by leftover energy from Luna's glyph, the ground team began plowing through their enemies. The raptors’ scathing claws and razor-sharp teeth sent sparks flying in every direction as they struck the Elite’s armor, but they left no marks behind.

When Applejack bucked her foes, she sent several at a time sailing through the air, knocking the creatures into their allies behind them. Ragehoof charged in a straight line through the crowds, bashing his way towards the gates.

Ashton had lassoed one of the raptors, and was using his excess strength to swing his foe around, striking dozens of other raptors with him. Ironmane had drawn his own crossbow in one hoof and the golden Chinobi crossbow in his other, launching a flurry of bolts into the crowd.

One of the velociraptors paused, staring at his comrades as they were steamrolled by the Elite.

“…Nuh-uh,” Farclaw said, turning around. "Da pony too powahful!"

“This isn’t so bad!” Twilight cheered, firing a violet wave of paralyzing magic at the raptors that had been plowed through effortlessly. The energy washed over them, leaving them motionless in its wake.

“In chess, you always send your pawns first!” Starswirl piped up, telekinetically lifting several raptors from the ground, slamming them together, and tossing them off to the side. “Let’s split up and get closer to the gates! You take the left, I’ll take the right!”

Twilight nodded at him determinedly and galloped off towards Applejack and Ragehoof. She started lifting injured raptors from the ground, dropping them into piles before dousing them with tsunamis of paralyzing magic.

On the opposite side, Shining Armor had drawn his massive polearm, and was using it to bash through multiple raptors at a time as they charged towards him.

“Twist your waist when you swing!” Ironmane bellowed to him. “Don’t just aim for them, aim through them!” Armor paused, looking at the sergeant with a questioning gaze.

Ironmane grinned for a moment, finishing his statement. “…Sir…”

“You got it, sarge,” Armor laughed, his horn glowing purple—he charged his polearm with magic, causing the force of each swing to greatly increase as he resumed plowing through the enemies’ ranks.

Applejack had bucked her way straight to the gate, and was the first of the team to get a good look inside. Hundreds of raptor reinforcements were running towards her, and they were now being reinforced by the demonic-looking ardenhounds and the intimidating orange panboars.

“What’n tarnation are those things?!” she asked, bashing away several attacking raptors. “…Uh, Twi! Lil' help!”

Hearing her friend’s call amidst the roars and shrieks of the raptors, Twilight teleported across the battlefield, rematerializing next to Applejack.

“Any idea-“ Applejack paused to buck a pair of approaching raptors away “-what those things are?!” Worriedly looking at where she was pointing, Twilight gasped at the horrendous-looking creatures heading their way.

“…The orange things, I think they’re panboars!” Twilight said, recalling a book she had once read on exotic species. “But I have no idea what those… dogs are!”

“Let’s jus’ call’em mutts, then!” Applejack declared, charging into a swarm of the barking creatures.

Pinkie suddenly hopped next to Twilight. “They aren’t pound puppies, that’s for sure!” she added cheerfully.

“They ain’t wh-uh oh!” Applejack’s question was cut off as she tried to intercept a raptor heading straight for Pinkie. Applejack managed to knock him away, but another raptor jumped over her and lunged at Pinkie.

Pinkie turned around, and the raptor ran straight into her tail—his charge was completely halted by the fluffy pink mass.

“…What da-“

The raptor’s wide-eyed surprise was ended abruptly; Pinkie’s tail puffed itself back out, sending him flying into a crowd of his comrades behind him. As they toppled into each other, an audible sound of collapsing bowling pins accompanied their fall.

“Steeee-rike!” Pinkie cheered, bouncing away from the pair.

“Did she jus-“

“She did,” the clueless Twilight responded, telekinetically tripping an attacking raptor and teleporting away from another. Floating in the air, she called down to Applejack. “Remind me to ask her how she did that!”

“Alrighty then,” Applejack replied, fixing her hat and standing defensively as a panboar charged at her.

High over the fortress, the airborne team had a significant advantage over the wyverns. Rainbow Dash, Spitfire, and Soarin’ were taking them down with tremendous ease, and Celestia and Luna were ensuring that the fallen did not get back up.

Dash was using pure speed and momentum to plow through her foes, while the Wonderbolts disabled them individually with precise strikes to their wings, backs, and necks. Aeon was scooping chunks of storm cloud from above, and was hurling them at the wyverns, causing them to get electrocuted.

“No, Dusky, wait!” Fluttershy said worriedly, flying behind the vengefully cawing phoenix. “You shouldn’t fight, it’s too dangerous!”

Dusky opened her mouth wide, ejecting a stream of shadowy purple magic from it—it struck a wyvern in the chest, causing it to roar in pain and start spiraling towards the ground.

She turned towards Fluttershy, cawing twice and chirping a few times.

“…Haakon did what?” Fluttershy gasped—Dusky nodded at her. “…Okay, I understand… please be careful, though…”

Dusky cawed determinedly, beating a wing against her chest before swooping downwards and sinking her talons into the back of a raptor that was approaching Rarity—she lifted him off of the ground and dropped him out of the sky several yards away.

“Thank you, Dusky dear,” Rarity said in relief, fixing her outfit. “That brute was trying to eat me!”

“Raptors are c-carnivores…” Fluttershy yelped nervously, hovering next to Rarity.

“Oh, I know how to deal with the likes of them,” replied Rarity, narrowing her eyes at a trio of raptors that had dodged Ironmane and were now approaching her. “Try to eat me again, I dare you!”

The trio of charging raptors never made it to her—a wyvern from above slammed into them forcefully, leaving a trail of rainbows behind.

“No, no, Rainbow,” Fluttershy squeaked upwards to Dash, though she was already fary beyond hearing distance. “Please don’t hit them so hard…”

Princess Luna swooped towards the ground, firing a swift wave of stunning magic at the wyvern and the three raptors.

“Um, princess,” Fluttershy said, flying over towards her. Luna slowed down, averting her attention towards her yellow teammate. “C-can I heal them? Rainbow is hurting them a lot…”

“If you must, child,” Luna’s booming startled her. "Do so with caution..."

“That’s very thoughtful of you, Fluttershy,” Rarity added, as Luna flew back into the air.

“I wish we didn’t have to fight in the first place…” Fluttershy replied sadly, powering her Element and sending a stream of pink magic towards the quivering wyvern.

Twilight teleported out of the fray and floated next to Starswirl, catching her breath. "...If the raptors are just the pawns, what’re they?!” she asked worriedly, indicating the ardenhounds and panboars.

“More pawns,” Starswirl laughed, conjuring a plastic bone and tossing it into a crowd of ardenhounds below. Several of them barked excitedly, piling onto the bone.

“Puh!” spat one of the dogs, jerking his head away and tossing the bone out. “It’s fake!”

“Oh tha’s jus’ wrong,” another Ardenhound barked. “Who did dat?!”

Starswirl burst into laughter as Ragehoof charged into the confused dog pile, sending them flying in every direction.

“Quit messin' around,” Ragehoof shouted up to the wizard, lifting one of the ardenhounds and throwing him towards a charging panboar—the two creatures collided forcefully.

“Such a spoilsport,” Starswirl huffed, sending a wave of blue magic towards the ground—it harmlessly dissipated upon striking the engraved stone floor. “Whoops, forgot about that!”

“How is the entire fortress resistant to magic?” Twilight asked him curiously, firing a jet of powerful purple energy at one of the walls—it barely left a mark.

“It isn't as potent as the Zentnor’s armor,” Starswirl mused, carefully observing the charred spot that Twilight had struck. “If it was, your magic would’ve never reached the wall. Still, it seems like the stone itself is enchanted with an anti-magic spell!”

“I think Canterlot’s school of magic is built like that,” Twilight said, recalling the dozens of stray spells she had accidentally blasted the roof with. “Isn't there a way to get around it?”

“Whoever cast the spell has to deactivate it,” Starswirl explained, shrugging. “That’s interesting, because Discord said Haakon’s armies fear magic-“

“Ah’m gonna need some help down here!” Applejack interrupted from below—Twilight and Starswirl quickly lowered altitude and floated behind her, looking in the direction she was pointing.

The panboars, raptors, and ardenhounds that had previously been flooding from the depths of the fortress had stopped, making way for two large figures that were obscured by the lightning.

“Ah, finally!” Starswirl cheered. “Looks like he’s sending his knights!”

“Doc!” Spitfire called out, planting her hooves into the spine of one of her foes. “They might need some help below!”

Aeon tried to reply, but he was in the middle of a dogfight. He paused and hurled a hoof full of storm cloud at the oncoming wyvern, striking its wings and causing it to veer away from him.

“Look at the size of those raptors!” Soarin’ added, pointing a hoof down below. Aeon swooped over to get a good look at what his teammate was pointing at.

Significantly larger than the rest of the army and clad in wooden and ceramic armor, two raptors were stomping their way towards the ground and magic team. They had assembled defensively several yards inside the fortress’s gate, and were sizing up their approaching raptor foes.

“We’ll help them out as soon as we clear the skies,” Aeon ordered, pointing a hoof upwards. "We have to keep the enemy's air support from reaching the ground!"

Many wyverns were still pouring out of the mountainside in staggered waves, flocking at high altitudes before swarming towards the airborne team from above.

Without having heard Aeon’s discussion with Spitfire and Soarin’, Dash zoomed past them and into the flocking wyverns above. The second she reached the flock, she broke the sound barrier, sending hundreds of disoriented, rainbow-struck creatures spiraling in every direction.

“You should’a stayed on the ground!” Dash cheered, exiting the flock and banking around at a wide angle, preparing to plow through them again. “This is too easy!”

Without warning, a powerful bolt of orange magic streaked from the citadel of Tartarus, striking Dash precisely and sending a surge of energy through her body. Completely paralyzed from the magical attack, her wings locked up, and she started spiraling towards the courtyard below, leaving a trail of glowing orange smoke behind her.

“Ace!” Soarin’ shouted fearfully, swooping in her direction. He tried to intercept her before she reached the ground, but she slammed into it forcefully, forming a small dirt crater in the grass.

Spitfire and Aeon started to follow, but had to quickly break away to intercept the oncoming flock of wyverns.

“No, no, no, no, no!” Fluttershy cried, flying as quickly as she could to join Soarin' at Dash’s impact point.

“That’s not good, princess,” Rarity said to Cadance, pausing their advance through the fortress gates and staring worriedly at the crash site.

“What’s wrong?” Cadance asked, taking wing and hovering to get a better view. "She's taken worse than that, hasn't she? Fluttershy will have her up on no time."

“It's not the crash that bothers me, princess,” Rarity explained nervously. “That magical attack that struck her… I couldn't absorb any of it. It felt like nothing hit her…”

“Don't worry, Fluttershy’s got her covered,” Cadance urged, pulling Rarity into the fortress. “They’re gonna need our help inside!”

“Y-you can fix her up, right kiddo?” Soarin’ asked Fluttershy frantically. She was pouring pink energy into Dash’s unconscious body, but only her bruises were healing. Her frazzled mane and twitching wings did not return to normal, and she did not regain consciousness.

“I… I can't… What am I doing wrong?!” Fluttershy cried out, focusing as hard as she could.


“How much meat ya think dey got on dey bones?” one of the enormous raptor lieutenants asked the other.

“Whaddya say we find out, bruddah?” he replied, drool leaking from the edge of his mouth.

“...Ain’t nothin’ good ‘bout no meat-eaters,” Ashton mumbled quietly, readying a rope.

“Applejack, you and Ashton handle the one on the left,” Armor whispered to her. She nodded and started trotting away as he turned towards Ironmane. “Sergeant, you and Ragehoof flank the other one from the right… I’ll keep his attention on me, hit him from behind.”

“Yessir,” Ironmane replied. Ragehoof mock-saluted him, and they started subtly moving into position as the large raptors continued to approach them.

“Ooohh, look’a dees,” said the raptor on the right. “Dey tink dey gonna trick ahhhss…”

“No trick, pony,” hissed the other raptor. “It be feastin’ time!”

The two raptor lieutenants charged at the Elite—Applejack took the attention of the left one, and Armor took the attention of the right. Before Ironmane and Ragehoof could get into position around their enemy’s side, their foe swung his tail forcefully and knocked them backwards.

Every time Armor swung his polearm, the raptor parried it with his claw and kicked back at him.

“Save your energy,” Starswirl told Twilight, who had started readying a spell to assist the ground team. “Their armor’s enchanted with the same spell as the fortress…”

Twilight growled in response, exhaling angrily through her nose. She dissipated the spell she was preparing, and watched helplessly while her brother was kicked around by the raptor’s clawed feet.

“Too much bone on ya,” the lieutenant laughed, swiping at Ironmane and Ragehoof with his tail and knocking them away yet again. “We get riddah all dat!”

“Bring it!” Armor growled, shielding himself with a small dome—the raptor’s clawed legs scratched the shield, failing to reach the captain within.

“Ah be right baaack,” the raptor cackled—he hopped over the shield and lunged at Pinkie Pie.

“Hi there!” Pinkie gushed, waving at him. “Bye there!”

With a CRACK of blue magic, Pinkie dematerialized, and the raptor’s lunge ended with him crashing into a wall. Seizing the opportunity, Ironmane fired both of his crossbows at the raptor’s back, and Ragehoof charged at him.

“You were expecting me to rescue you, weren’t you?” Starswirl chuckled, suspending Pinkie in midair as the raptor lieutenant was struck from behind and sent flying. She giggled innocently.

“She has been struck by a very strange type of magic,” Luna explained, examining Dash’s frazzled mane. “...She will survive, but as long as the caster of this spell wills it so, she will remain disabled…”

“Isn’t there anything we can do?” Soarin’ asked worriedly, watching Spitfire, Aeon, and even Dusky struggle to keep the wyverns at bay.

“Stay away from the citadel,” Celestia replied, staring at the highest point of the fortress. “That’s where she was struck from. Some powerful foe awaits us there…”

“Is it Haakon?” Luna asked her sister, as Soarin’ nodded and took off to assist the others.


“Fluttershy, stop expending effort. You cannot restore her on your own.”

Fluttershy looked up at Luna, several tears leaking from her eyes. “I-I promised D-Dashie I’d w-watch her back…” she sniffled, wiping one of her tears away.

“We will keep her safe,” Celestia said reassuringly. “Please, child, the rest of the team needs you!”

Fluttershy gulped and rubbed her face with her forearm, drying her eyes and taking flight. As soon as she was in range, she began channeling a stream of magic towards the other pegasi.

Suddenly, the amount and brightness of the lightning above began to intensify—Terra was increasing the power of the thunderstorm, willing the bolts to hail onto the wyverns from above.


Ashton and Applejack were faring well against their raptor opponent, but a threatening sound chorus of barking and bleating from the citadel stairs distracted them.

“That don’ look good,” Ashton commented concernedly, watching a thickly-armored panboar and a black-pelted ardenhound charge down the winding stairs.

It was two more lieutenants of the Blood Legion—Haakon had sent them to reinforce the raptor lieutenants.

“This is gonna get messy,” Starswirl muttered to Twilight. “Go help the lovebirds with these guys—I’ll get the raptor off their backs!”

“The wha-?” Twilight asked, as Starswirl dematerialized. He reappeared between the raptor lieutenant and the two earth ponies, seizing the raptor's attention and leading him away.

Twilight looked down at Applejack and Ashton for a moment. “Oh!” she thought, grinning in realization. “He's right! They're so cute-“

The charging panboar lieutenant suddenly crashed into Applejack, knocking her into the air. Though he skidded backwards from the impact, he dug his hoof into the floor, snorted angrily, and charged at her again.

Twilight snapped out of her moment and evaluated the situation—Applejack was taking little damage from the panboar's charge attacks, but Ashton didn't have an Element, and the ardenhound lieutenant was closing in.

Quickly teleporting to Ashton's side, Twilight conjured a small violet shield around them. The ardenhound dove, running into the shield with a smack.

“T’ain’t that somethin’,” Ashton laughed, watching the dog’s demonic face slide down the shield.

Twilight lowered the shield and fired several bolts of magic at their foe, but her attacks careened harmlessly off of his jet-black fur—offensive magic seemed to have no effect on him.

"Rope him!" Twilight gasped, backing away from the angry dog. "Hurry!"

Ashton tried to lasso the ardenhound, but he jumped off of the ground and pounced on Twilight, knocking her down and gnashing at her throat. Before the dog could figure out he couldn't chew through steelweave, Twilight managed to teleport away, floating out of his reach.

"Gotcha!" Ashton exclaimed, managing to lasso the dog's hind leg as soon as Twilight was clear. "...Erm..." He tried to use the lasso to trip him, but tugging on the rope did no good—the ardenhound charged and pounced on him faster than he could pull the rope.

"...Drat!" Twilight thought, firing another spell at the dog's back as he gnashed at Ashton's armor. It had no effect. She tried to teleport Ashton away, but the dog's magic-resistant hide seemed to keep her spell from reaching him.

Noticing that Ashton's rope was still tied to the ardenhound's hind leg, Twilight seized it telekinetically and tried to pull him away, but the dog's powerful jaws were still attached to Ashton's neck—she yelped and released the rope before she caused any harm.

Twilight considered charging at the ardenhound, but she knew that wouldn't end well. Running out of ideas, she started searching frantically for someone that could help.

Applejack was busy dodging the constant charges of the panboar, Starswirl was preoccupied with one of the raptors, and Ironmane, Ragehoof, and Armor were still locked in combat with the other. Rarity was busy strengthening Ashton against the vicious attacks of the ardenhound, and Cadance was busy healing her.

“Oh, pick me, pick me!” Pinkie gushed, from several yards behind Twilight. "Right here!"

“Wha-?” Twilight turned around confusedly.

“Throw me! Go go go!”

“Pinkie, are you s-“


Twilight rolled her eyes and lifted her armored friend into the air, positioning her to strike from the side.

“PULL!” Pinkie ordered excitedly, curling into a ball. With an explosion of purple magic, Twilight launched her towards the ardenhound that was attacking Ashton.

To Twilight and the ardenhound's surprise, Pinkie somehow continued increasing in speed, turning into a blurry ball of bright blue energy as she plowed through him.

“CANNON-BALL!” Pinkie cheered, her voice fading rapidly as she flew towards the far back of the fortress. Conserving nearly all of her momentum, she rebounded off the wall into a collision course with the charging panboar lieutenant, tripping him before he could reach Applejack again.

Not noticing who saved him, Ashton quickly stood up and bucked the confused ardenhound in the head before he could recover. Dazed and disoriented, he whined in defeat and collapsed on his side, his eyes rolling.

“Ah’d say this’un’s wrapped up,” Ashton chuckled, using the lasso to hogtie his foe’s legs together. Turning around, he noticed that the rest of the Blood Legion lieutenants—as well as the Elite—had completely stopped fighting.

Instead, all eyes were following a pink-and-blue blur that was bouncing from wall to wall, like a pinball with unlimited momentum. They were completely baffled by what they were seeing—Pinkie next collided with the head of the raptor lieutenant across from Starswirl, knocking him out and sending him flipping backwards.

“I’ve got a new plan, team!” Starswirl laughed heartily. “Let’s throw Pinkie at our enemies from now on!”

“Ah think Ah can get behind that’un,” Applejack chuckled, as Pinkie slammed into her opponent’s legs and tripped him once again.

Ragehoof used Pinkie's distracting attack to his advantage—he bucked the confused raptor lieutenant across from him with all his might, knocking him to the ground. As soon as he was down, Ragehoof kicked him in the head several times, brutally knocking him out.

"Whoa, dude," Armor said, pulling Ragehoof away with an aura of violet magic. "You got'em... He's down..."

"Filthy meat-eating freak," Ragehoof muttered, spitting on the ground. "...Just one left to go..." He glared angrily at the panboar lieutenant, who was already backing away fearfully. His eyes were fixed on Pinkie as she continued to hurdle through the air.

"Give up?" Twilight laughed, narrowing her eyes at the panboar and grinning. "You can surrender!"

The lieutenant looked over at her, and then back to Pinkie, gulping. He was obviously considering it.

“Enough of thissss,” a threatening voice hissed, barely audible over the rolling thunder from above. "Archon, sssstrike her down..."

A bolt of orange magic suddenly shot out of the shadows beneath the great staircase in the back of the fortress, striking Pinkie with deadly precision as she flew through the air. She uncurled limply and skidded across the fortress floor, sending a shower of sparks flying from her armor.


Pinkie ground to a halt at the opposite end of the fortress, lying motionless except for an occasional twitch of her legs. Like Dash, she had been completely incapacitated by the mysterious blast of magic.

All eyes turned towards the source of the attack—the shadows below the great staircase. Maelon and the five Trask Hierophant slithered out of the darkness, side-by-side, approaching the Elite.

“An’ jus’ what’re you s’posed to be?” Ashton asked, backing away cautiously.

Maelon answered by launching another powerful bolt of orange magic at Ashton's face, causing his messy red mane to frazzle and his entire body to vibrate in place for a few seconds. He collapsed, still twitching uncontrollably.

Applejack galloped to Ashton's side, but they both suddenly dematerialized in a CRACK of blue magic, reappearing next to Ironmane, Ragehoof, and Shining Armor.

“Shields up!” Starswirl frantically shouted, teleporting Pinkie to them as well. "These guys are ours!"

Armor nodded and hurriedly conjured a purple shield around his five allies.

“So these are the rooks, huh?” Twilight asked curiously, landing by Starswirl's side as he lowered to the ground and approached the Trask.

“I was thinking bishops,” Starswirl mused, sizing up the serpent-like creatures. “The rooks didn’t last long.”

Twilight grinned in acknowledgement as he indicated the hogtied ardenhound and the surrendered panboar, both of which were fearfully watching the Trask slither past them.

“You are ssssentenced to death for practisssse of the forbidden artssss,” Maelon hissed. "Prepare to die..." His scaly hands began to glow with a threatening orange aura, as did the other Trask's.

“Wait, wait, wait, hold on just one moment, if you could,” Starswirl said to Maelon, stopping across him. “If we’re to be executed, we deserve to know the definition of our crimes!”

Starswirl winked at Twilight, subtly nodding his head at Cadance and Rarity. Seemingly unnoticed by the Trask, Cadance had lifted Rarity onto her back and carried her into the air to avoid the Pinkie pinball—they were now hovering behind the unknowing Trask, and Rarity was preparing some kind of spell.

“...I agree,” Twilight added firmly, grinning at Starswirl and looking back at Maelon. “As prisoners of war, we have the right to know our charges!”

Ssssilence!” spat another Trask, to Maelon's left. “Only the Blood Princsssse and the Trassssk Hierophant are allowed to perform magicssss… Punishment for all otherssss iss death!”

“Oh, well then,” Starswirl replied, subtly eyeing Rarity—she had a worried expression on her face, as though she wasn't sure what to do now that she had an opportunity to make the first move.

“Why!?” Twilight pressed, attempting to distract the Trask a little longer. “Present your evidence! You’re convicting us without a trial! The Blood Prince would be ashamed of you!”

Maelon lifted his glowing hands. “Sssssssskkkk!! Diiiie!”

The five other Trask lifted their hands as well, each of which were prepared to release deadly magical attacks.

“...LOOK! IT'S HAAKON!” Rarity suddenly squealed—she hurriedly materialized bright purple blindfolds over each of the Trask's faces, covering their orange eyes. They turned and flailed their hands in confusion, firing deadly orange beams of energy in random directions.

Their attacks effortlessly punctured the white stone of the fortress, carving line-shaped gaps through the floors and walls. One stray beam grazed the top of Armor's shield, causing it to melt with little resistance.

“Such a fascinating school of magic!” Starswirl exclaimed, teleporting Cadance and Rarity away from the flailing Trask and preparing an offensive spell. "Keeping it to yourself should be a crime!"

Following his lead, Twilight prepared an attack as well, but before she and the wizard could fire, Maelon's eyes suddenly glowed brightly and incinerated his blindfold. He snapped his fingers, and the blindfolds on the other five Trask immediately burst into flame.

"...Fire!" Starswirl yelled, shooting a jet of blue magic at Maelon. Twilight fired as well, but her eyes widened as the six Trask simeltanously dematerialized in a CRACK of orange magic—Maelon had teleported them away.

Twilight and Starswirl's attacks dissipated as they hit the fortress floor. “What!?” Twilight yelped—the six Trask rematerialized above her, suspended by orange auras of magic.

“KEEP TELEPORTING!” Starswirl shouted frantically, ducking and dematerializing as the Trask fired again.

Twilight teleported out of the way at the last second—the Trasks' attacks burned a large hole in the fortress floor where she stood moments ago. Rematerializing high in the air, Twilight had little time to catch her breath—two Trask suddenly appeared across from her and fired at her.

CRACKS of orange, blue, and violet magic echoed through the sky above the fortress—their battle had become an aerial teleportation fight—nobody remained materialized for longer than seconds at a time.

“Talk ‘bout bein’ in over our heads!” Applejack commented in awe, watching the teleportation battle increase in altitude into the lightning-filled sky. Each combatant would fire jets of magic at their enemy upon rematerializing, but they would flee before they were struck, and vice versa.

“We should push on,” Armor suggested, collapsing his damaged shield—something about the Trask's strange magic was preventing him from repairing it. “…We’re no good here," he continued. "This is their fight!”

“Let’s go meet this Blood Prince then," Ragehoof growled. Without waiting for confirmation from the others, he started galloping towards the great staircase. Rolling his eyes, Ironmane turned to Armor, awaiting orders.

“Wait!” Cadance interrupted, swooping to Armor's side. “We should wait for the others!”

“We’ll be fine, Cade,” Armor replied confidently, grinning. “We’ll bail out if he’s too much!"

Cadance nervously kissed him on the cheek. Returning the favor, he nodded at Ironmane, and the two of them took off after Ragehoof. Starting to follow along, Applejack hesitated and looked over at Pinkie and Ashton, who were still completely paralyzed by the devastating magic of the Trask.

"Rarity, can ya-"

"Ashton will be safe with me, darling," Rarity replied understandingly, smiling. "Run along now!"

Applejack blinked at her. "How'd she know Ah was gonna say-"

"He's in good hooves! Hurry!"

Cadance landed by Rarity's side as Applejack nodded and started galloping towards the great staircase.

"Aren't they just adorable, princess?" Rarity sighed, watching Applejack catch up to the others.

Fruitlessly trying to cure Pinkie's paralysis, Cadance sighed, "If either of them knew what was going on..."

“Over there,” Luna said quickly, indicating the fast-paced teleportation battle between Twilight, Starswirl, and the six Trask. “Could they be the culprits? They wield orange magic.”

“Go,” Celestia ordered. “Strike them down, and Rainbow will fight again…”

Luna nodded, swooping into the air and dematerializing with a swift CRACK. Celestia turned towards the other aerial battle, in which Aeon, Spitfire, and Soarin’ were steadily beating back the wyverns. They were starting to retreat towards the mountainside; lightning continued to hail upon them from above.

Among their panicked screeches, an ear-shattering roar drowned them out.

“What was that?!” Celestia asked aloud, narrowing her eyes at the citadel. A massive armored wyvern was slowly hovering out of it. Its razor-sharp wings left streaks of white as they flapped, and its tail left a similar streak behind it as it soared.

“Uhhh,” Soarin’ mumbled nervously, hovering by Aeon's side. “…Doc?”

“W-what’s the plan for that one?” Spitfire asked, as Fluttershy hid behind her fearfully. Dusky rejoined them as well, cawing questioningly at the professor.

Aeon stared at the massive creature for a couple seconds before making a snap decision. “RUN!” he shouted, turning around and swooping away—the wyvern lieutenant had started soaring towards them at an alarmingly fast speed.

Spitfire, Soarin’, Fluttershy, and Dusky followed him closely, with their gargantuan foe in hot pursuit.

“They need Rainbow as soon as possible,” Celestia thought worriedly, lifting Dash from the ground with an aura of golden magic and securing her on her back. "...Wait..." As she took flight, she noticed that Terra was not fleeing the massive wyvern lieutenant.

“HAVE AT YOU!” Terra bellowed at the great creature, her eyes turning white. She lifted a building-sized chunk of rock from the grassy courtyard below, hurling it at him. He roared furiously as the rock shattered, breaking pursuit of the pegasi and charging her directly.

“Come, beast!” Terra shouted furiously. Dozens of lightning bolts shot out of the sky, continuously licking the wyvern in the back, but he was largely unaffected. “...Not enough for you?”

The wyvern lieutenant suddenly increased his speed, seizing Terra in his talons and swinging her around.

The ground below suddenly began rumbling harder and harder, until there was a massive explosion in the east—one of the three mountains bordering Tartarus, Mount Bullhorn, had suddenly blown its top.

It began spewing a torrent of molten rocks into the air. Instead of flying in random directions, the glowing stones and debris from the explosion began to gather into a single stream of projectiles—they followed an arcing path towards the sky, increasing in speed before guiding themselves directly into the wyvern lieutenant.

“Is that really happenin’, boss?” Soarin’ gaped in awe.

“…Shyeah,” Spitfire gulped, pushing his mouth shut with her hoof. “She just… She just blew up a mountain…”

“So much power,” Aeon breathed, as Fluttershy nervously watched over his shoulder.

The wyvern lieutenant, with Terra still in his clutches, crashed into the ground. The molten rocks continued to hail upon him. melting on contact and covering him in magma

Terra burst out of his grasp, hovering into the air and looking upon him angrily with her blazing white eyes.

“HAVE YOU HAD ENOUGH?!” Terra bellowed chillingly. “BECAUSE I HAVE NOT!” Lightning and molten rock continued to hail onto the creature from above, and he started flailing around in pain.

“Sister, stop!” Celestia ordered, teleporting to Terra's side. “He is beaten!”

“He still moves,” Terra hissed, covering him with molten rock. “I will end his torment...”

“NO!” Celestia shouted. “We’re better than that! Do not kill him!”

Terra bared her teeth angrily. The wyvern lieutenant continued to thrash wildly against the searing rocks that were covering him, and his entire body jerked every time he was struck by lightning.

Celestia took a deep breath. “...Have we truly come all this way to end up no better than Darkstar?”

“SHUT UP!” Terra roared—the rumbling of the ground intensified, and the mountain exploded again.

This time, the debris and molten rock were not channeled in any specific direction—they pelted the Tartarus fortress and the courtyard in front of it, causing small fires to ignite all over. They even landed in the thick forests on the far side of the Tarus Mountains, sending the local wildlife fleeing for cover.

“Let your power be water, and your wisdom its cup…”


As Celestia uttered those words, a glowing tear immediately escaped from the corner of Terra’s glowing eye. The ground immediately stopped rumbling—the lightning disappeared from the storm clouds, replaced by a steady downpour of rain.

“H-how did you…?” Terra asked weakly, a heavy lump in her throat. “…H-he…”

“I’ve met Dartmoor too, you know,” Celestia replied quietly, using an aura of golden magic to pry open the prison of molten rock that was encasing the wyvern lieutenant. His wings had been burned too badly for him to fly—he crawled out of the glowing shell, scampering across the courtyard fearfully.

“…H-how?” Terra asked again, her voice cracking.

“Have you already forgotten?” Celestia laughed, hovering over to her sister and embracing her. “Students, loyal guards… appreciated advisors. I would still say I loved them, even the ones that have been dead for many years…”

“If they don’t die today… th-they live…” Terra sniffled, closing her eyes and returning the embrace. “I’m so sorry…”

The steady downpour of rain was extinguishing the fires that had been started from the mountain's explosion. Throughout the courtyard and the forests surrounding the Tarus Mountains, the molten rocks steadily cooled, and only a steady stream of lava was left pouring from the top of Mount Bullhorn.

“You know, I didn’t come up with that quote either,” Celestia continued quietly, smiling as Fluttershy healed the gravely injured wyvern lieutenant. “Swirly did.”

“Swirly,” Terra repeated, opening her eyes again. She released her sister and stared at the fast-paced teleportation battle that was continuing to rage, unhindered by her outburst. “Go, help him! Give me the child!”

As suddenly as it had begun, the rain was starting to let up, and rays of light were starting to poke through the storm clouds. Celestia grinned triumphantly, lifting Dash from her back and gently placing her onto Terra’s.

“GO!” Terra shouted, securing Dash. "Help him!"

Celestia nodded and swooped towards the battle, dematerializing in a flash of golden light—as soon as she materialized nearby, Maelon appeared across from her, his hands glowing.

Maelon's eyes suddenly widened, and he screamed in pure terror, dissipating the aura around his hand.



“The goddessss…”



The formerly intimidating and ruthless Trask immediately stopped teleporting and bowed their heads at Celestia, who confusedly stared back at them.

“…Yes!” Starswirl shouted, canceling his attack. “That’s the goddess! Pray she spares you her wrath!

“Swirly!” Celestia hissed—he chuckled nervously and shrugged, out of breath from the intense teleportation. The princess rolled her eyes and turned back towards the Trask. “…Why do you call me a goddess?”

They did not respond. They had averted their eyes to the ground, and were bowing in silence.

“Hello?” Twilight said breathlessly, turning her head sideways to look Maelon in the eye. “...Anypony home?”

A furious voice suddenly boomed from the citadel of Tartarus, resonating across the entire fortress.


The Trask Hierophant immediately dematerialized with a CRACK of orange energy.

“I think he’s mad,” Ragehoof commented, pausing near the top of the stairs. “We must be close…”

"Hold here," Armor ordered. "There's no way we're goin' in there without backup."


“Who wants to bet that's Haakon?” Starswirl chuckled, eyeing the citadel. “…Let’s head up there and see what the hullabaloo is about, shall we?”

“...Our allies climb the stairs already,” Celestia replied, indicating Ragehoof and the others. "...Come."

“Oof!” Dash exhaled heavily, feeling the life being squeezed out of her.

Dash had regained consciousness the moment the Trask had surrendered to Celestia. As soon as Fluttershy saw this, she had seized her friend from Terra’s back, and she was now carrying her in midair, sobbing uncontrollably into her shoulder.

Terra and Aeon followed Celestia towards the citadel. Soarin' started to hover towards Dash, but Spitfire grabbed him by the tail and tugged him along, leaving Fluttershy and Dash by themselves. Dusky cawed happily and perched on Dash’s shoulder, rubbing her face against her cheek.

“It’s… Uh… It’s alright, Flutters,” Dash smiled weakly. “Really, it’s alright…”

Fluttershy mumbled unintelligible apologies into her shoulder. “D-do you f-forgive me?” she asked, finally lifting her face. Her eyes were still glistening with tears.

“There’s nothin’ to forgive, Flutters,” Dash sighed, hugging her back with all her might. “C’mon, let’s get back in the game!” Fluttershy started to let go, but Dash was unable to fly straight.

“M-maybe you’re not ready yet,” Fluttershy suggested, catching Dash before she fell. “Can you take it easy, just for a little while?”

“Can’t… stop!” Dash replied, trying to fly on her own. “Gotta… keep… up!”

“…Alright Dashie, hold on tight…” Fluttershy sighed, carrying her friend towards the citadel.

Dash tried to argue, but she couldn’t form the words properly. Dusky followed along with them.

“Can you say… Hang-over… With a capital H!” Pinkie mumbled, her head spinning. Cadance helped her to her hooves. “…Did I win, though!?”

“You won, Pinkie,” Cadance laughed, indicating the defeated armies around them.

“…Yes, won,” Rarity agreed apprehensively, helping Ashton up as well. She was still appalled to be in the presence of carnivores, despite their surrender. “Come along, dear… This isn’t a good neighborhood to hang around in.”

"Darn' tootin'!" Ashton exclaimed weakly, struggling to remain standing. His red mane was still frazzled.

Rarity rolled her eyes. "You, sir, are a disaster," she sighed, lifting him with an aura of cyan magic and placing him on her back. Nearly buckling under the weight of his heavy armor, Rarity continued to user her magic to keep him afloat.

Oooh, now that we won, can we have a party?” Pinkie asked, losing her balance and falling on her back with a clank. “I’ve still got the party cannon!" she continued, giggling. "Wooo!”

“Save that for Haakon,” Cadance replied, telekinetically lifting the dizzy pony onto her back and leading Rarity towards the great staircase. She assisted with levitating Ashton, allowing them to climb with little trouble.

Hearing Cadance utter the name of the Blood Prince, the cowering armies in the fortress shuddered fearfully.

“He’s right up there,” Ragehoof quietly told Celestia, as she landed by his side on the stone steps. They were several yards from the crest of the great staircase, which led to the heart of the citadel—and Haakon.

“We should wait for everypony,” Aeon suggested, flying to Celestia's side and landing, followed shortly by Terra and the two Wonderbolts.

“Agreed,” Luna replied. "We must proceed with caution." She, Twilight, and Starswirl landed as well.

Several minutes later, Fluttershy, Dusky, and Dash joined; Cadance, Rarity, and their two passengers arrived last.

“Everypony take a moment, and catch your breath…” Celestia ordered quietly. “It seems Haakon wishes to-

“APPROACH, COWARDS,” Haakon bellowed from the citadel. “ENTER, AND FACE YOUR END!!”

Chapter 18 - Closed Curves

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“Cowards?!” Dash repeated weakly, her cheeks reddening in anger. “Oh… He’s askin’ for it!”

Celestia raised a hoof authoritatively, silencing Dash with an intense glare. “Haakon’s armies have surrendered,” she said quietly, turning and addressing the entire team. “And now he challenges us directly…”

“I don’t suggest we keep him waiting for long,” Starswirl piped up. “Doesn’t sound like the most patient fellow.”

Celestia looked over at Cadance, who was still carrying a dizzy Pinkie on her back. “Pinkie,” she said, enveloping her with an aura of golden magic and lifting her. “We haven’t much time... Please, rejuvenate us as best you can!”

“Yes sir, ma’am sir!” Pinkie said diligently, puffing up her chest and activating her Element. Azure energy flowed from it, enveloping the entire team. It particularly coalesced around Dash, Ashton, and Pinkie—it unfrazzled their hair, and restored much of their energy.

"Hoo-eee!" Ashton exclaimed, sitting up on Rarity's back and looking around. "S'like havin' a nice cup'a coffee!" Rolling her eyes, Rarity bucked him off of her back, causing him to land on the step below.

“…Good call,” Dash admitted, testing her wings and bending her knees as Applejack giggled at Ashton.


“Seems to think you’re some kind of deity,” Starswirl chuckled to Celestia, floating to her side and elbowing her in the shoulder. “We could use that for our advantage, you know.”

Deception would accomplish little,” Celestia replied firmly. “He seems eager to do battle, regardless of his beliefs. Misrepresenting myself would do nothing but make all of us look foolish…”

“Who cares what the loudmouth believes?” Ragehoof interjected eagerly. “Let’s go shut him up.”

“For once, I think I agree with that guy,” Dash thought, raising an eyebrow at Ragehoof.

Celestia took a deep breath. “By my lead, then,” she ordered, turning towards the top of the great staircase. She began ascending it, followed closely by the rest of the Elite.

As soon as she crested the top, she immediately locked eyes with Haakon.

The towering centaur prince stood in the very center of the citadel, with an enormous silver mace in his right hand. He was surrounded by the six Trask Hierophant—upon seeing Celestia step into the citadel, Maelon and the five others averted their eyes to the ground shamefully.

“The goddess,” Haakon scoffed, observing Celestia carefully. “I thought you’d be bigger.”

“Call me what you wish, Haakon,” Celestia replied fiercely, stopping across from him—the Elite took formation behind her. “Your armies have been defeated! Surrender, and leave these lands forever.”

“So it would seem…” Haakon uttered. “…You have triumphed over the Blood Legion…” The prince shot a furious glare at the western sky, though there appeared to be nothing there. “Had my spies mentioned that a goddess was among our foes,” he continued angrily, turning back to the Elite. “I would have spared the useless gesture of sending such fodder against you…”

“Fodder?” Celestia asked, raising an eyebrow. “…Is that all your subjects are to you?”

“I do not speak only of the Legion,” Haakon replied, his burning orange eyes falling on Dusky. “The mutated phoenix... The gargantuan magnataur... The necromancer, the mercenaries… I could have destroyed them easily, but instead, I sent them against my enemies... A pox, turned into a plaguing swarm.”

“You… you are responsible for the Nighthawk and Lagos?”

“I know not their names,” Haakon replied fiercely, looking back to Celestia. “And I could care less what they were. They were conveniently-placed fodder, sent to test the strength of the kingdom I would soon conquer.”

“He isn’t the one that hexed Lagos or the Nighthawk,” Starswirl whispered to Celestia. “He couldn’t have... He was sealed away in Tartarus when they first appeared!”

“It seems you were mistaken,” Celestia continued loudly, showing no outward indication of listening to the wizard. “You shall not conquer Equestria, nor any other land. Instead, you will surrender...”

“Mistaken?” Haakon replied, matching her volume. “No… It is you who is mistaken. Perhaps you have bested my armies, but not even a goddess can stand before the might of the BLOOD PRINCE!”

“Keep him talking!” Starswirl whispered.

“Why do you insist on calling me a goddess?” Celestia pressed without pause, wondering what Starswirl was up to. “I am no such thing…”

“You truly do not know?” Haakon asked, his angry tone shifting into a mocking one. He laughed heartily, placing his left hand on his chest. “Hah, I can see it in your eyes… You have no clue!”

“Know what?” Celestia hissed. “Explain!”

“Do you know?” Haakon laughed, looking over at Luna—she said nothing. His amused eyes traveled to Terra, and then Cadance. “Do you? Does the half-breed? Do none of you know your divine origins?”

“What are you rambling about, fool?” Terra said angrily. “Are you trying to delay us with your nonsense?”

“Hah!” Haakon scoffed. “Delay? No, this is entertaining... Three goddesses of the old world stand before me, clueless of their origin…” He grinned menacingly. “…When I slay you, I will cease to be the Blood Prince... I shall become THE BLOOD GOD!”

“Cease your longwinded delusions of grandeur!” Luna suddenly boomed, her royal voice overpowering his victorious speech. “The circumstances of our origin are irrelevant! Your reign will end today!”

“WORDS!” Haakon bellowed, halting his laughter and slamming his mace into the floor—several orange sparks flew from the impact, bouncing before disappearing. Seeing Haakon's fury building, the Trask Hierophant teleported away fearfully.

“You have ceased to amuse me... The time has come for action! The time has come, for you to DIE!”

“Very well, then!” Celestia boomed, her volume matching Luna’s. “Equestrian Elite, assemble!”

The team rushed into formation around her, but they were distracted when Haakon suddenly dematerialized with a CRACK of orange energy—he reappeared in front of Celestia, his jet-black face inches from hers. Their noses were practically touching.

“And you fall first,” Haakon seethed, lifting his weapon.


Celestia had no chance to react—he swung his weapon impossibly fast upwards into her armored chest, producing thousands of sparks and sending her flying into the air. She collided with Soarin’, who had been hovering above and behind her—they began tumbling down the great staircase.

Rainbow Dash and Spitfire quickly swooped at Haakon in retaliation, but they only bumped into each other—he had teleported away immediately.

“He’s blink-porting!” Starswirl shouted frantically, looking around. “Spread o-AUH!“

Haakon had reappeared directly above Starswirl, swiftly striking the wizard in the back of his head—he slammed into the citadel floor with a horrifying crunch—the blue aura around him disintegrated, and he did not move.

The Elite began to panic, but Luna quickly jumped into the air and fired a jet of indigo magic at Haakon’s throat in retaliation. He blocked the beam with his mace, causing the energy to melt into a molten blue fluid—as soon as she cut off her attack, he dematerialized again, appearing in midair on the opposite side of the citadel.

Before Luna could turn to face him, Haakon threw his mace directly at her head. It seemed to explode on impact, sending her black crown flying amidst a shower of orange sparks—Luna started falling towards the ground, a column of smoke concealing her face.

“Why isn’t my Element working!?” Rarity screeched frantically—she had been focusing all of her power onto Luna, but she had absorbed nothing. Haakon’s strikes were ignoring Rarity’s Element completely.

Twilight fired a powerful jet of purple magic at Haakon, but he had already teleported again—reappearing below Luna, he caught his mace and batted her before she reached the ground—she slammed into an opposite wall, becoming forcibly embedded into the stone. She did not move.

Dash and Spitfire were preparing to charge Haakon from behind, but a white blur flew in front of them, blocking their advance. “Don’t!” Aeon ordered hurriedly. “Take evasive action! Don’t let him hit you!”

Spitfire nodded in acknowledgement—she jerked to the left and swooped upwards, but Dash bared her teeth angrily, zipped around Aeon, and charged Haakon from behind.

“RAINBOW!” Aeon shouted. "STOP!!" Dash ignored him.

Without turning around, Haakon lifted his weapon high into the air. Less than a second before Dash collided with him, he swung downwards and dematerialized, reappearing in the same place less than a second later and forcefully striking her from behind.

His mace buried into her neck, colliding with the Element of Loyalty—an earsplitting shockwave of crimson and orange energy burst from the impact. Everyone in the citadel was knocked backwards by it, including Haakon himself.

Uninjured but disoriented, Dash scrambled to get up. Before she could take flight again, Haakon hurled his mace at her from where he lay—the impact on her left wing sent her flipping backwards, dislocating her entire wing bone.

Haakon teleported off of the ground, caught his mace, and charged at Dash as she flipped through the air. With a bloodcurdling impact, he struck her downwards, smashing her into the stone floor and forming a crater. His menacing eyes scanned the remaining Equestrian Elite, daring them to attack.

Infuriated by Haakon hurting her friends, Twilight was prepared to fire a powerful spell at him, but she held herself back. “He’s just going to teleport away again!” she thought wildly. “....There's got to be… Wait!”

“Shining Armor!” Twilight frantically shouted over her shoulder—Haakon’s eyes locked onto her as she spoke. “Your shield! The one you used on Discord! HURRY!!”

Haakon lifted his mace and swung diagonally, teleporting in front of Twilight.

“TWILIGHT!” Armor shouted—he watched in horror while Haakon’s blow struck her shoulder, hurdling her through the air. Sparks flew from her steelweave tunic as she skidded across the stone floor.

“The one you used on Discord!” Realizing what Twilight was talking about, Armor dropped his polearm and closed his eyes—he hurriedly conjured a sphere of magical energy around the entire citadel, surrounding it with a bright magenta shield.

Haakon turned menacingly towards Armor, lifting his mace and preparing to swing. Orange energy crackled around him, but he did not dematerialize.

“Clever,” Haakon spat, clearly unable to teleport. “You have managed to inconvenience me…”

Applejack, Terra, Ragehoof, and Ashton galloped into formation between Haakon and Armor, assuming defensive stances and preparing for the worst. Pinkie, Cadance, and Fluttershy had already dispersed among the injured, and were attempting to heal them.

“That was some downright dirty fightin’!” Applejack yelled, digging her armored hoof into the stone floor and kicking up several sparks. “But what’cha gonna do without yer fancy teleportin’?”

Out of nowhere, a crossbow bolt zipped past the Elite and struck Haakon’s jet-black neck, exploding into metallic fragments. A second bolt hit the same spot seconds later, successfully embedding into his neck.

“…VERY CLEVER!!” Haakon roared furiously, seizing the black bolt with his opposite arm and ripping it out. Instead of blood, a brightly glowing orange liquid spurted out of his neck, splashing onto the floor.

Before Ironmane had a chance to reload, Haakon hurled the bolt back at him with an explosion of orange magic—it collided with the sergeant’s golden Chinobi crossbow, forcefully shattering it and sending him flying backwards.

Haakon jumped into the air, spreading his leathery black wings and lifting his mace threateningly. He started to spin around, rapidly gaining speed—his weapon left bright orange trails behind it, creating a whirlwind of orange energy.

In a blur of orange and black, he suddenly spun towards Applejack like a top, striking her, Terra, and Ashton—they were knocked into different directions—Ashton collided with Fluttershy, who had been trying to heal Dash.

“Sergeant!” Armor shouted, breaking his concentration for a moment. He kicked his large polearm off of the ground in front of him towards the reeling Ironmane, who managed to catch it.

Ironmane clenched the weapon in his hooves, and it pulsated with a flash of violet magic—Armor’s enhancing spell still coursed through it.

Boldly leaping into the cyclone of orange energy, Ironmane forcefully parried Haakon’s mace and caused the prince to stagger backwards. The orange energy dissipated, and the sergeant swung at him again—Haakon parried. For a moment, the two of them glared at each other.

“You really think a bigger stick is better?” Ironmane growled furiously. “Sit down, punk!”

Haakon and Ironmane drew their weapons back at the same time, striking them together again—they parried each other’s attacks continuously, buying the rest of the Elite a moment to recover.

Pinkie resumed pouring magic from her Element into Starswirl, healing his terrible injuries, but failing to wake him up in the process. Shrugging, she bounced over towards Twilight and Ashton.

Fluttershy had continued healing Dash, but the process was slow and painful. In addition to a dislocated wing, Dash also had a mind-numbing concussion.

Near the entrance to the citadel, at the top of the stairs, Cadance had been steadily healing Celestia and Soarin’, but neither had recovered enough to fight—they had fallen halfway down the great staircase before being caught by Cadance.

“Hold steady…” Aeon told Spitfire. The two pegasi were hovering above Haakon, watching carefully for an opening. They weren’t noticing any—he and Ironmane were clashing with such speed that a strike from above was almost sure to result in someone getting hit by a stray weapon swing.

Haakon parried one of Ironmane’s attacks with enough force to send him staggering backwards. Pausing for a moment, the prince bellowed furiously.


“This mortal is about to break your jaw!” Ironmane roared. “I’ve seen foals with foam swords fight harder than you! My grandmother’s got better form, maggot!”


Ironmane jumped into the air, lifted his polearm over his head, and brought it down with a powerful vertical slash, interrupting Haakon’s shouting. The prince parried his attack, but wasn’t so lucky with the follow-up—Ironmane’s polearm grazed his chest, leaving a glowing orange cut.

“He can’t keep this up much longer,” Ragehoof told Armor, carefully eyeing Ironmane’s faltering attack stance. Though it was ferocious, he was fighting on pure adrenaline.

Armor muttered something unintelligible in response—keeping his shield active against the anti-magic enchantments of the fortress was taxing him greatly.

“I can take over,” Ragehoof continued, drawing his cutlass and holding it in front of Armor. “But he’d break my sword in half… Can you use your magic on it?”

“Shield… gotta… concentrate,” Armor hissed through his teeth. “…t-Twilie!”

Twilight lifted her head and turned towards him. “Wha-OW!” she replied, trying to walk—Pinkie hadn’t finished healing her front legs, and they buckled painfully under her weight.

“My sword!” Ragehoof shouted at her, holding it into the air. “Use your magic on it!”

Ironmane’s attacking flurry had ceased, and he had gone completely defensive—he was now frantically blocking Haakon’s blows, which were becoming faster.

“Weapons,” Twilight thought, running through a mental list of spells that she knew. Armor had casually shown her his weapon-enhancing spell many years ago, but she hadn’t had a use for it since.

“Hurry!” Ragehoof yelled—Ironmane failed to fully block an attack, and Haakon’s mace grazed his armored forearm. The sergeant recovered and blocked the next attack, but he was running out of energy rapidly, and Haakon only seemed to be gaining more.

Closing her eyes and recalling the spell to the best of her ability, Twilight charged the Element of Magic and fired a stream of purple magic at Ragehoof’s sword.

Seconds later, Ironmane took a direct blow to the chest, sending him flying into the air—he dropped his weapon and tumbled across the stone floor, skidding to a halt dozens of yards away. Though he was clearly defeated, he started crawling defiantly towards Armor’s polearm.

“A valiant effort,” Haakon spat, cricking his neck. “But none of you will best me!”

“Huh,” Ragehoof muttered, curiously observing his sword for a moment—it was shimmering with violet magic, and brilliant purple flames began reaching from the blade. “Not bad…”

Before Haakon had a chance to charge at Ironmane and finish him, Ragehoof jumped to intercept, lifting the burning sword over his head and slicing downwards with great momentum.

Haakon reacted and blocked the attack sloppily—molten energy flew from his mace as the weapons collided.

Wasting no time, Ragehoof reeled back and entered an intense flurry of sword attacks. He quickly forced Haakon into the defensive—each time the prince parried him, globs of molten orange energy were flung in every direction, leaving burns on the citadel floor when they splattered.

“…He’s really gonna get it now,” Dash growled bitterly, as soon as Fluttershy had finished healing her painfully dislocated wing. Ignoring her friend’s pleas to take it easy, she took flight towards Aeon, angrily glaring at him and Spitfire. “Why are you guys just waiting here?!”

Hold on, ace,” Spitfire said calmly, pointing a hoof at the furious swordfight. “If we jump in now, we’ll get sliced, burned, smashed… You name it.”

“Gah!” Dash threw her hooves up in defeat and watched from above.

Ragehoof managed to stagger one of Haakon’s strikes—he followed up with a quick horizontal slash, cutting into the prince’s thick black skin. He roared in pain, batting Ragehoof’s sword away and starting to back up.

“Ragehoof!” Ironmane yelled suddenly, from somewhere behind him. “...Catch!”

The downed sergeant bit the grip of the polearm in front of him, lifted it, jerked his head to the side, and tossed it through the air towards Ragehoof—he caught the weapon and curled it around his left forearm, gripping it forcefully and holding it along with his own sword.

Haakon lunged again, but Ragehoof immediately parried his attack with the polearm, quickly counterattacking with his sword and slicing horizontally across the prince’s chest, leaving another orange cut across it.

Ragehoof repeated this process twice, blocking the prince’s attacks with the polearm and counterattacking with his sword, leaving several glowing cuts in the prince’s front legs and upper body.


“ENOUGH OF THIS!” Haakon bellowed, tossing his mace aside and jumping into the air—he spread his leathery wings and hovered in place, far out of Ragehoof’s reach. “I am finished amusing myself with you pathetic mortals!”

A powerful aura of orange magic began building up around his black hands.

“MY TURN!” Dash shouted furiously, charging at him from across the citadel.

Haakon quickly rotated and slammed his wrists together, aiming his glowing hands towards his approaching foe. Moments before Dash could reach him, he fired a powerful wave of orange energy at her, slowing her advance to a halt.

The wave of destructive magic washed over Dash, slowing her to a halt and blasting a hole through the citadel wall behind her—it also blew a hole in Armor's shield, but the interior of it continued to prevent him from teleporting.

Dash bared her teeth and squinted at him, beating her wings furiously. Her eyes started turning white—the Element of Loyalty was going into overdrive, shielding her as though she were going hypersonic.

“…Not… gonna… stop… me…!” Dash hissed—the heat and force of his attack pushed her backwards slightly, but she increased her wing speed, trying to power through it. Haakon reinforced his attack, again forcing her to a halt in midair.

Spitfire and Aeon suddenly darted around and struck Haakon's leathery wings from behind, causing him to falter. Dash seized the opportunity and plowed through his destructive attack, crashing into his chest and sending him flipping backwards.

The three pegasi pressed their advantage, swarming around the disoriented prince and striking him from all angles.

“BAH!” Haakon yelled, slamming his fists together and emitting a shockwave of orange energy—it knocked the pegasi backwards, and staggered the Elite on the citadel below him.

Before anyone could collect themselves, Haakon pointed one of his hands at Spitfire and the other at Aeon, firing a powerful stream of orange magic at each of them. They immediately burst into flame and spiraled downwards, crashing into the citadel and writhing in pain.

“Weaklings!” Haakon spat—he darted over to the recovering Dash and grabbed her by the face. She tried to punch him away, but his black bony fingers had a firm grasp upon her, carrying her downwards.

“NOT AGAIN!” Dash thought wildly, watching the floor get closer and closer. "I HATE it when they do this!"

Producing another shockwave that left everyone’s ears ringing, Haakon slammed Dash's head into the middle of the citadel, creating yet another small crater in the process.

Ragehoof charged and swung his polearm at the prince, but he quickly took flight again, firing a beam of orange magic and setting his attacker on fire. Ragehoof dropped both of his weapons and started writhing around, engulfed in the same orange flames as Spitfire and Aeon.

“YOU FOOLS!” Haakon bellowed at the Elite. “You will fall before the might of the Bl-“

Twilight cut him off by firing a powerful stream of magic at his chest—he lifted his fist and punched the stream away, deflecting it into the sky behind him.

“Don’t let up!” Celestia called out from behind Twilight—she pumped everything she could into an attack of her own, which whizzed over Twilight’s head towards the prince. He deflected it as well, but steam rose from his hands afterwards.


Inspired by her injured mentor’s persistence, Twilight poured everything she could muster into another attack, firing a wide beam of violet energy at Haakon's chest.

Realizing he would be unable to deflect a beam of that size, Haakon fired a massive jet of orange energy back at her—their attacks collided in midair.

“FALL… BEFORE… THE MIGHT… OF THE BLOOD PRINCE!” Haakon bellowed, starting to push Twilight’s attack back towards her.

“You can do this, Twilight!” Celestia shouted, firing a small jet of magic at Haakon’s hands. Though it seemed to have little effect, steam began to rise from his hands.

Haakon glared at the princess furiously—the orange glow of his blazing eyes began to intensify, coalescing into two globs of magic. He projected them at the princess, setting her ablaze.

“No!” Twilight cried helplessly, hearing Celestia collapse to the floor with a thud. “PRINCESS CELESTIA!”

“BURRRN!” Haakon bellowed, redoubling his attack. His stream of orange energy nearly reached Twilight with a sudden burst, and she was keeping it at bay by mere inches.

“Hang in there, Twilight!” Cadance shouted—she fired a stream of azure magic at Celestia, extinguishing the flames and slowly soothing her burns.

“If Ah could help ya, Ah would!” Applejack added, standing by Twilight’s side and placing a hoof on her shoulder. “Do yer best, ‘Twi!”

“Yeah!” Pinkie agreed—she had just finished healing Ragehoof, Aeon, and Spitfire. “He’s not your boss! Don’t you let him fire you!”

“Push!” Terra shouted furiously to Twilight, from somewhere off to her left. “PUSH, CHILD!”

Amidst the overwhelming support from her friends, Twilight stood firmly against his attack. Their cheering started to meld into one, loud chant of "TWI-LIGHT! TWI-LIGHT!"

“That’s it!” Dash cheered weakly from where she lay. “G-get’em, Twilight... Take’em down!”

“You’re a hero, Twilie!” Armor shouted. “I believe in you!”

Twilight’s purple eyes faded to pure white—the Element of Magic started to vibrate, flooding her body with more power than she had ever felt before. She channeled it directly into her attack, causing it to widen and brighten.

Haakon’s stream began to get pushed away.

“NOOO!!” Haakon yelled—he had already given everything he had into his attack. “I... AM... HAAKON… I AM THE BLOOD PRINCE!! I… A M… T H E B L O O D G O D!!”

“Not today!” Twilight shouted, pushing his attack past the halfway point with increasing speed.

“NO!” Haakon yelled frantically, desperation overtaking his voice. “NO! NOOOO! NOOOOOOOOOO!!”

Twilight smiled triumphantly.

Her violet magic completely drowned his attack—it slammed into his chest and exploded forcefully.

Haakon screamed wildly, flailing his wings, arms, and legs against the overwhelming attack. It pushed him several yards backwards, and his body to burn with brilliant purple fire.


Seeing that had been defeated, Twilight cut her attack off.

The Blood Prince fell from the sky, crashing into his enormous throne and shattering it. He rolled off of the crumbled rock beneath him and landed on the stone floor of the citadel, spitting a mouthful of glowing orange liquid.

The glowing cuts on throughout his black body suddenly darkened, and he breathed heavily, muttering strange words under his breath. He tried to crawl forwards, but he could barely move.

“Let’s lock him up, girls,” Twilight said calmly, walking towards Haakon. He was trying to reach his mace, but Ironmane reached it first and kicked it away, grinning triumphantly at the prince.

Rarity and Applejack galloped to Twilight’s left, and Pinkie bounced to her right. Fluttershy carried the injured Dash while she healed her, and the six friends stood together across from the dethroned prince.

“You… you are… you are nothing,” Haakon growled. “I… I am the Blood Prince…”

“A prince conducts himself honorably,” Rarity told him firmly. “You are no prince.”

“Princes have statues of themselves too!” Pinkie giggled. “We should make him one!”

“Y’know, Ah reckon we can find a nice spot for ‘em in the Cannerlot Gardens,” Applejack agreed, grinning.

“Foolish… f-foolish mortals,” Haakon shudderd, spitting another mouthful of orange liquid. It no longer glowed—it was just thick, orange blood.

“He’s in a lot of pain,” Fluttershy said quietly. “…W-we should hurry...”

“She’s right,” Twilight declared, powering her Element. “Let’s finish this, girls.”

Smiling in acknowledgement, her friends surrounded Haakon. The Elements of Harmony began to shine brightly—several crackles of rainbow-colored magic jumped between the girls, and their eyes began to glow white.

“This is it, then…” Haakon breathed, lifting his head weakly and staring at the late afternoon sky. His eyes stopped glowing as well—his orange irises no longer blazed. “Seven hundred mortal lifetimes… Perhaps my time has finally come.”

The Blood Prince's eyes fell onto Twilight, and he narrowed them defiantly as she exploded with power.

“…Discord wins.”

A brilliant harmonic wave enveloped Haakon, blowing away an orange tear that was forming at the corner of his eye. The multicolored magic spread through him, illuminating him and engulfing him with a flash of light.

It subsided moments later, leaving his body in a stony prison. His face, frozen in time, was gazing at the floor sadly.


“…Discord?” Rarity asked, her eyes fading back to normal.

“...I don’t know,” Twilight replied curiously, gazing at Haakon.

A chilling gust of wind blew through their manes, and the Tartarus citadel fell silent. Shining Armor lowered his bright magenta shield, and the rest of the Elite began walking towards the Elements.

“Girls, I am so proud of you,” Celestia sighed, limping over while Cadance finished healing her wounds. “…Do you realize what this means!?”

“WE WON!” Dash exploded into cheers, jumping into the air.

“Save the celebration for later!” Ragehoof shouted, galloping over towards Luna—she was still embedded in the wall, and was gravely injured. Golden blood was running down her burned face, and it also streamed down the wall below her.

“Princess Luna!” Fluttershy cried, gasping in horror. “Oh no!”

Terra cantered weakly to Ragehoof’s side, and they worked together to pry Luna from the wall. Fluttershy swooped over and started healing her desperately.

“I don’t understand, why won’t they wake up?” Cadance asked, indicating Luna and Starswirl—they had been out cold for the duration of the fight, despite the healing they had received.

“Haakon's mace had strange and powerful magic in it,” Celestia explained, looking at his weapon in the middle of the court—it had turned to stone as well. "I believe Starswirl was trying to analyze, it before he was struck down..."

“Your highness,” Ironmane grunted, forcing Maelon up the stairs at bow-point. “What about the Legion?”

Sssspare ussss your wrath, goddessss…” Maelon hissed fearfully, holding his crimson hands into the air and keeping his eyes on the floor. “…We ssssurrender…”

“Silence,” Celestia commanded, slamming a hoof into the ground. “You are never to refer to myself or my sisters as goddesses again… What is your name, creature?”

“Orator Maelon, of the Trassssk Republic,” he replied, further bowing his head. “At your sssservice…”

“Orator Maelon, I am making it your personal responsibility to remove yourself and every single one of Haakon’s troops from Equestria,” Celestia demanded. “Leave immediately, and follow the instructions of any Equestrian as though it were my command.”

“Yessss…” Maelon hissed, lowering his hands and lifting his head, keeping his eyes on the floor. “We sssshall never return…”

“See to it personally, Maelon,” Celestia ordered forcefully. “Now be gone!”

Maelon turned and slithered hurriedly down the steps, hissing several unintelligible orders to the other Trask. They disappeared with a CRACK and started teleporting around the fortress, hissing furious orders to the defeated Blood Legion.

“Anypony else need a visit from the doctor?” Pinkie gushed. She bounced around the citadel, flooding the area with azure magic from her Element.

“…Doctor who?" Aeon chuckled, smiling weakly at her. "Doctor Pinkie? Do tell me where you got your degree…” Pinkie giggled, focusing her magic on him—his burns slowly faded away. His undamaged flight suit had ablated some of the fire, but the heat transfer had still burned him painfully.

“C’mon, Swirly,” Terra muttered, nudging the fully-healed Starswirl in his cheek. “Get up…”

“Mmm,” Starswirl mumbled, brushing her hoof away weakly and rolling over. “…Good dream…” Terra rolled her eyes and walked away.

“Can we really trust them to leave peacefully, princess?” Twilight asked, approaching Celestia’s side.

They gazed down the great stairwell at the mobilizing army in the fortress below—several teams of raptors had already exited, and were marching through the crater.

“They fear me as though I am some kind of deity,” Celestia sighed. “I do not know why… but if it will to inspire them to leave, then I shall not complain…”

“They’re carnivores, you know,” Ragehoof reminded them quietly, walking up to Celestia’s opposite side. “Every one of them is still gonna eat many innocent creatures… Maybe even ponies.”

“...That is the way things work outside of Equestria,” Celestia sighed again, gazing towards the south. “I will protect my kingdom, but where they come from, I cannot intervene… I cannot subject the entire world to my will.”

“There’s another option,” Ragehoof continued. “We could kill them all, right now. Don’t tell me you don’t have the power, I’ve seen what your magic can do. You could make it quick, and painless… You’d be saving ten times as many lives as you’d be taking.”

“Actually, Haakon’s armies mostly eat each other,” a mischievous voice replied.

“Wait, wh-“

Celestia, Ragehoof, and Twilight jerked their heads towards the stairs, where an image of Discord was lounging.


“I’ve seen it myself,” Discord grinned toothily. “When food's hard to come by, the Trask thingys pick five'a the weakest wyverns, panboars, ardenhounds, and raptors, and pit them against each other in a battle royale! The last one standing gets to live, and the rest are eaten!”

“That’s even sicker than you,” Celestia spat in disgust. “Make this easy on yourself, Discord, and surrender. Now. You can’t hide for long once we start tracking you.”

“You’re right, of course,” Discord sighed, snapping his fingers—a black and white striped bowling suit appeared on his body, and a ball and chain appeared on his right leg.

“I am your humble prisoner, Celestia,” he continued, bowing at her. “Take me away.”

“What are you planning?” Twilight asked, narrowing her eyes at him and ignoring his silliness.

“What ever do you mean?” Discord asked innocently, holding his arms together. “Clap’em in irons!”

“You’ve got something planned,” Twilight pressed. “If you didn’t, you’d already be running away!”

Agh, caught me!” Discord laughed. The ball and chain on his leg suddenly lifted off of the ground like a balloon, rising from the stairs and pulling him into the air by his leg. Upside down, he giggled at Twilight from above, continuing to float into the sky.

“You see, I’ve got an old friend who’s coming to pay you a visit,” Discord laughed. “Don’t worry, he’ll be ready soon! He’ll take care of you for me.”

“Who?!” Ragehoof yelled angrily. “Get back here, you piece of trash!”

Discord laughed heartily, fading from view into the sky.


Starswirl had recovered enough to float over to the others near the staircase. “…Ugh, not him again!” he moaned, hearing Discord’s cackling. “What’s he up to now?”

“He said someone’s coming,” Twilight replied nervously, walking towards the wizard.

“And he was being vague, as always,” Celestia clarified, following along.

“Tartarus is clear,” Starswirl replied, rotating his head and rubbing the back of his neck. He paused for a moment. “…Trajo and I carefully took inventory of the fortress, from space, as soon as it was opened. Everything we observed been accounted for—the Nighthawk, Lagos, Darkstar, the Zentnor Collective, and Haakon’s armies…”

“Discord still seemed confident,” Twilight sighed. “…I know he’s arrogant, but still…”

“…Tell me exactly what he said,” Starswirl replied curiously.

Twilight closed her eyes and recalled Discord’s words. “I’ve got an old friend who is coming to pay you a visit… Don’t worry, he’ll be up soon…” she repeated carefully, opening her eyes. “Do you know who he could be talking about?”

“He could’ve just been bluffing,” Ragehoof suggested. “Trying to distract us from going after him right away...”

“Hmm…” Starswirl pondered, stroking his beard musingly. “Believe it or not, everything he says is intentional… Old friend… Who has he called that before?”

“I recall the term…” Celestia said slowly. “But… I cannot recall who he was referring to…”

Twilight racked her brain as well, but couldn’t come up with anything. Several others from the team approached them from the middle of the citadel, concerned by Celestia’s expression.

“Is everythin’ all right, princess?” Applejack asked curiously. “Everypony else’s gettin’ healed up... Is it really over?”

“Discord still roams free,” Celestia explained—Applejack narrowed her eyes in concern.

“Not for long, right?” Dash asked from above, having been fully healed. “We can find him! …Right?”

“I’ve been studying his comings and goings,” Starswirl explained to the semicircle that had formed around Celestia. “But he uses a very different type of magic; it’s quite elusive, and difficult to trace… Don’t let his appearance fool you, he’s a skilled magician. More so than myself, even.”

“…He sometimes defies everything we know about magic and science,” Twilight thought to herself. “…Just like the Elements, and necromancy…”

“In all honesty, I’m more concerned about this old friend of Discord,” Starswirl continued. “Why don’t we wait here and keep an eye on Haakon’s armies while they leave? And, you know, stay alert?”

“That will work well,” Celestia replied, turning towards Twilight and her friends while Rarity, Pinkie, and Fluttershy joined them. “Girls, I must ask… do you miss Ponyville?”


Surprised by the question, the six mares looked at each other, thinking of their hometown. Having the comfort of each other through the past few days, they hadn’t felt very homesick.

“…I miss Spike,” Twilight admitted, being the first to reply. “I worry about him… Taking care of the library is a pretty big responsibility…”

“When I have to leave, Angel takes care of my little friends for me,” Fluttershy added concernedly. “But sometimes he forgets to feed the chickens their lunch, and that makes them very cranky…”

“Oh, Sweetie Belle,” Rarity sighed dramatically. “We had planned to spend time together yesterday… Before all this crazy fighting started, of course…”

"Really, you guys?” Dash laughed at her friends. “It’s been what, like, three days? And you’re already getting all sappy for Ponyville?”

“What about you, Rainbow Dash?” Celestia asked, smiling up at her. “You didn’t say you don’t miss home…”

“Well, I guess,” Dash admitted, rolling her eyes and folding her forelegs. “But it’s not like… I mean, I don’t…”

“Ah sure hope Sweet Apple Acres didn’t get too far behind without mah help,” Applejack piped up. “Last time Ah was gone, Big Mac didn’t stop Granny Smith from tryin’ to help with the apple-buckin’! Darn near threw ‘er back out!”

“Pinkie?” Twilight asked curiously, turning towards her.

“Yeah, Twilight?” Pinkie replied, grinning; Twilight raised an eyebrow at her.

“We’re talking about Ponyville. Don’t you miss it?”

“Hmm,” Pinkie though, reaching over her shoulder and producing a calendar. She studied it for a moment. “...Nope, I don’t have to babysit for the Cakes again until Monday!”

“Uh, Monday was yesterday, sugar cube,” Applejack told her. The others started giggling.

Pinkie’s jaw dropped in terror. “Oh no, oh no, oh no! Not good, not good!”

Dash couldn’t take it anymore—she fell on her back, rolling on the citadel floor and laughing at Pinkie.

“Everything we’ve been through, and she doesn’t get worried until she’s late for foalsitting,” Dash gushed, pounding the floor. She stood up and imitated Pinkie's voice. “Hold on, Haakon! Wait just a day or two, I have to foalsit tonight!”

"You wouldn't be laughing if you had such a big responsibility," Pinkie pouted.

“Heh, why do you ask, princess?” Twilight giggled, looking back at Celestia.

“Well, I could send a letter or two to Spike, if you’d like,” Celestia explained, smiling warmly. “I was going to send one to Canterlot, and share our success with the newspaper.”

“Oh my gosh,” Twilight replied anxiously, conjuring a quill and ink. “Did you hear that, girls? We can write home!”

The others crowded around Twilight while she conjured papers for them.

“Lemme write one!” Dash said, seizing a piece of paper and almost ripping it.

“Who do you plan on writing to, Rainbow?” Rarity asked curiously, using her magic to jot down an affectionate letter to Sweetie Belle. “You never said…”

“None’a your business!” Dash replied secretively, placing the paper on the ground and biting down on a quill that Twilight handed her. Rarity giggled and turned back to her own letter.

“Uh, princess?” Soarin’ said cautiously, walking over to the group with Spitfire. “Could we…?”

“Of course,” Celestia smiled—she conjured another quill and paper for them. “I’m sure the Wonderbolts will be happy to hear of your safety!”


“There’s so many of them,” Luna said, gazing in awe at the thousands of exotic creatures that comprised Haakon’s army. They marched in an orderly fashion towards the forests in the western horizon, above which the sun was slowly setting.

Celestia had given Maelon explicit directions to go around the Tarus mountains, head south through the Badlands and Mulecico, and continue heading south until they were far from Equestria.

She had also sent all of the letters, including one to the City Guard of Fillydelphia, Baltimare, and Mareheim, asking for volunteers to follow the Blood Legion and ensure they continued to leave Equestria. As a result, several golden chariots were circling the army at a high altitude.

“Such great power stands with us,” Celestia told Luna, watching her raise the moon. She had returned it to its proper cycle; it was now a waxing crescent, leaving a thin strip of moonlight shining from its edge.

Terra approached her two sisters. “...You've done well,” she admitted, standing by Celestia’s side. “Cadance stands much stronger than I, and I have you to thank for that...”

“It wasn’t just myself,” Celestia replied humbly. “She stands surrounded by her friends and loved ones—they give her great strength…”

“You would do well to do as she does,” Luna added, looking at Terra from the corner of her eye.

“Perhaps someday,” Terra sighed, gazing into the sunset. “…Perhaps…”

“That’s it, just like that,” Starswirl coached enthusiastically.

Twilight focused intensely—a large pebble floated in front of her, suspended by an aura of purple magic.

“Feel the spin of every single particle,” Starswirl continued. “Reach out to all of the others like it!”

Twilight scrunched her face and closed her eyes—a bolt of purple lightning ejected from her horn, connecting with the rock briefly before disappearing.

“There you go!” Starswirl cheered, his eyes widening while she fired a second bolt. The pebble then launched several bolts towards the ground, lifting other small fragments of rock as well. Without warning, they each exploded into thin air, leaving no trace behind.

“Oh no!” Twilight cried out, looking dejectedly where the pebbles once floated. “They’re gone…”

“Not to worry, happens all the time,” Starswirl said. He floated next to her and patted her on the back. “That’s why we practice with inanimate objects first. If you lose track of the particles while you’re manipulating them, they can, well, go flying...”

“…If that had been something alive…” Twilight pondered worriedly.

“Inanimate,” Starswirl reminded her cheerfully. “Let’s take a break, shall we?”

Twilight shrugged, walking along with the wizard while he floated towards the others. Out of nowhere, another pebble struck her in the back of the neck.

“Ow,” Twilight snapped, turning around. There was nopony behind her, and the other pebbles were nowhere to be found. She started to rub her neck and turn around, but something gleaming in the corner of her eye caught her attention.

“What in Equestria…?”


“Princess!” Twilight shouted in panic. “Something’s coming!”

“What is it?” Celestia whipped her head around and looked at the sky where Twilight pointed—there was a shimmering ball of light in the southeastern horizon, and it looked like it was on fire.

“It’s a meteor!” Terra called out—the rest of the Elite nervously looked at her and back to the fiery ball—it was increasing in size rapidly.

“Can you stop it?” Luna asked quickly.

“It is no stone of this earth,” Terra replied, turning to Shining Armor. “Boy, raise your shield!”

Armor nodded, conjuring a dome of purple magic around the Elite. They stood at the edge of the citadel, near the stairwell, worriedly following the growing projectile with their eyes.

“It’s comin’ straight for us!” Ashton stuttered. “Sh-shouldn’t we run for it?”

“We won’t get far,” Twilight told him—the meteor was rapidly growing in size. "The shield will be safer!"

“...This is no coincidence,” Ragehoof declared angrily. “This must be from Discord’s old friend!”

“It's only stone,” Starswirl informed him, his hat glowing as he watched it carefully. “But it is going to strike the citadel!”

Armor pumped more energy into his shield, and Rarity powered the Element of Generosity, preparing to protect the team should his barrier break.

“Hold on!” Celestia shouted, bracing herself—the Elite ducked for cover.

The meteor struck the center of the citadel—the mountainside rumbled violently, and the team shielded their eyes, but the rumbling stopped as soon as it started.

“…It went right through?” Luna asked, dumbfounded. The rest of the Elite opened their eyes and stared at the hole in the citadel—the stone floor it had broken through was only several feet thick.

Beneath it, an endless dark abyss was below.


“It landed somewhere way down there,” Starswirl commented, floating through the shield and gazing down the hole. “There must be an entire cave network beneath Mount Tarus!”

A small flicker of light, thousands of feet below, signaled the crash spot of the meteor. The mountain rumbled again, but stopped moments later—its impact was hardly noticeable.

“Whoa,” Dash gasped, hovering over the hole. “That goes down forever!”

“...Allow me,” Terra interjected, walking to the edge of the hole; the rest of the team followed her cautiously. Her horn began to glow a very faint red, and she closed her eyes.

Nearly a full minute of silence elapsed while she probed the pit’s depths.

“Just over a mile down…” Terra said quietly. “The cavern is massive…”

“Could you not tell it was there before?” Celestia asked curiously, igniting her horn and shining a ray of golden light into the abyss. It didn’t come close to reaching the bottom, but it illuminated several low-hanging stalactites protruding from the ceiling near the hole.

Terra shook her head. “The cursed stone of this fortress blocked my magic… Though it has weakened, it still interferes with me greatly. I cannot tell just how deep it goes…”

“Sorry if I’m interrupting,” Aeon said nervously, after a few seconds’ pause. “But, um, am I the only one who vaguely thinks this could be a trap?”

“Not at all, professor,” Starswirl agreed enthusiastically. “…Anypony in favor of springing the trap?”

“What could possibly be worse than that Haakon guy?” Dash asked, pounding her chest. Several others in the team nodded at her.

“I w-wouldn’t ask that, if I were you…” Fluttershy said quietly. Perched on her left wing, Dusky suddenly cawed at her, and her eyes widened. “…You what?”

“What is it, Fluttershy?” Twilight asked curiously, being one of the few to notice her concern.

“…No, that’s way too… Well…” Fluttershy said to Dusky—the phoenix chirped at her again, and she turned to Twilight. “…Um, Dusky says she wants to check it out for us…”

“The bird… is gonna check it out for us?” Ragehoof scoffed. “Oh, this is rich...”

“Actually, that’s a pretty good idea,” Aeon commented, raising his eyebrows in surprise at Dusky. “She can see very well in the dark, and she’s in little danger—if anything harms her, she can simply burst into flame and regenerate!”

“You truly wish to do this, Duskwing?” Celestia asked. Dusky nodded at her vigilantly, placing a wing over her chest and bowing. “…That is very brave of you. Thank you...”

“Fate of Equestria, in the claws of a bird,” Ragehoof muttered dismissively, walking away and sitting down several yards from the edge of the hole. “Unbelievable.”

“Be safe!” Fluttershy called out nervously, waving at Dusky as she swooped into the hole.

“Good luck!” Dash added. The Elite cheered Dusky on enthusiastically, but they quickly fell silent when Dusky’s violet, glowing figure disappeared into the darkness.

“Staring into the dark won’t make her come back any faster,” Twilight said encouragingly, patting Fluttershy on the back as she refused to break eye contact.

It was becoming increasingly darker outside—the sun was halfway set into the horizon.

“What if she gets hurt? Or sad, or scared?” Fluttershy cried. “Oh Dusky, please come back!”

“Can you sense anything?” Starswirl asked Terra—she had remained motionless at the edge of the abyss since Dusky had entered it fifteen minutes ago. “...Besides the bird, I mean...”

“She continues to search,” Terra replied, her eyes staring blankly as though she were in a trance. “The fire of the meteor has suffocated… The caverns are large, and old… Very old… Parts of them must have taken millions of years to form…”

“Any life signs?” Starswirl asked curiously.

“The phoenix is not alone… I cannot make out what it is, but something is there… And it is very strange…”

“You know, ever since that hole opened up, I’ve sensed something odd myself,” Starswirl mused; Twilight walked around the edge of the abyss and stood next to him. “…You feel it too, don’t you Twilight?”

“I… I thought it was just me,” Twilight agreed, nodding at him. “It’s… peculiar. Yet there’s something about it that feels strangely familiar… It’s some kind of residual magical radiation. I know I’ve felt it before, but I can’t remember where…”

“Then I am correct,” Starswirl muttered in concern. He turned over his shoulder. “Luna dear, c’mere...”

“Swirly?” Luna asked, immediately teleporting away from her conversation with Cadance and appearing next to him with a soft CRACK—she could tell from his voice that something was wrong.

“Ever since the meteor struck, have you been feeling an odd… Warping sensation?” Starswirl asked, his yellow eyes peering into the abyss. “…Spatial warping, specifically?”

“Infinitesimally,” Luna agreed, staring in the same spot as him. “I hadn’t considered it a point of concern…”

“It’s not the warping itself that bothers me, it’s the type…” Starswirl said quietly. "Or rather, types..."

Twilight gasped, realizing what was he was referring to. “Space and time,” she said worriedly. “I’ve only felt this once before… When I went back in time, to warn myself not to-”

“You what?!” Starswirl and Luna interrupted simultaneously, their jaws dropping open.

“…I, uh… I borrowed a time scroll from your wing in the Canterlot Archives,” Twilight replied nervously, unsure why they were so surprised. “…I just went back a week to try to tell myself not to freak out about, well, a disaster that wasn’t going to happen…”

“Only you saw yourself from the past, right?” Starswirl asked her—his voice suddenly sounded extremely serious. Twilight gulped, nodding at him.

“Whew,” Luna sighed in relief—Starswirl did the same. “…Twilight, manipulation of time is meant to be done for observational purposes only… Did you not read the scroll before using it?”

“Uh…” Twilight started, thinking back to that fateful Tuesday morning. “Well…”

“I did!” Pinkie gushed, popping out of nowhere between Starswirl and Luna. “It said it would take you back in time for just one minute!”

“Did you read the warning labels?” Starswirl asked, widening his eyes. “Or any other books about time travel before you just hopped into the past?!”

“Nope!” Pinkie gushed, bouncing away obliviously.

“I don’t understand, what’s the problem?” Twilight asked, clueless.

“Causality is a fragile thing,” Starswirl explained hurriedly. “Going back in time and changing past events can cause all kinds of time-shattering paradoxes! Events that have happened are not supposed to be changed!”

“W-what happens if they’re changed?” Twilight gulped.

“Things just… Go wrong,” Luna replied somberly. “It has happened before… Unicorns obsessed with fixing problems in their life have attempted to do so…”

“Have you ever seen a tear in the fabric of space and time swallow an entire building?” Starswirl asked. Twilight fearfully shook her head. “Please, Twilight, take my word for it… It wasn’t pretty. Time has a way of fixing itself if major things are changed..."

“Do you think I have not dreamt of going back in time, and stopping myself from succumbing to the curse of Nightmare Moon?” Luna asked, gazing at the moon across from the sunset. “Perhaps to simply spare myself an entire millennia of being shunned and forgotten?”

Twilight looked at the ground sadly.

“I had to watch Terra deal with the death of her husband and two hundred innocent townsfolk,” Starswirl added. Twilight’s eyes started to tear up. “If I could have gone back and stopped Darkstar before he reached the town… But had I attempted such a thing, I shudder to think of the consequences...”

“Y-you have my word,” Twilight replied, trembling. “I’ll n-never do it again, promise!”

Starswirl paused, taking a deep breath. “I’m sorry we scared you, Twilight dear… Just please keep in mind; those spells were locked up for a reason—they’re meant for observation only…”

“I understand,” Twilight said, taking a deep breath as well.

“...Dusky!” Fluttershy suddenly cheered, embracing the phoenix as soon as she swooped out of the hole. Twilight, Luna, and Starswirl immediately approached her, followed by the rest of the team.

“There’s what?” Fluttershy asked—Dusky cawed several times at her. “Oh no, is he hurt badly?”

“Who?” Rarity asked, echoed by several others.

“Somepony is injured at the bottom of the cave,” Fluttershy translated worriedly. “He’s a young unicorn, and Dusky says he’s hurt badly!”

“Well then!” Starswirl replied enthusiastically, floating over the entrance to the hole. “Shall we investigate?”

“We will proceed with caution,” Celestia declared. “Starswirl, will you lower us?”

“Step right up, folks,” the wizard chuckled, creating an aura of blue magic around the hole and hovering over it. “I’ll lower us in a jiffy!”

“Uh, mind if I just fly?” Spitfire asked mistrustfully, eyeing his hazy blue magic.

“Suit yourself, girlfriend!” Pinkie gushed, hopping onto the translucent aura. “I’ll take the elevator!”

“Come, friends, let’s investigate,” Celestia told them, stepping onto the aura. She was followed by Twilight, Rarity, Applejack, and Ragehoof.

“Ain’t there any other way down?” Ashton asked nervously, watching Armor and Ironmane pass him and step onto the aura. “…S’gotta be a mine shaft or somethin’ ‘round here!”

“If there were, I would know of it,” Terra said dismissively, pushing the fearful earth pony onto the aura and walking along with him. Ashton stood on the very tips of his hooves, sweat pouring from his face.

“Lead the way, Dusky!” Starswirl cheered, starting to lower the ponies around him. The phoenix soared through his aura harmlessly, almost disappearing into the darkness. “Whoa, wait for us!”


The passengers of the aura lurched nervously as Starswirl increased the speed of their descent. The airborne team, along with Luna and Cadance, flew behind the glowing aura and matched their speed.

“It’s so dark!” Dash exclaimed, feeling Fluttershy nervously cling to her right forearm.

Celestia ignited her horn—the Elite squinted as their eyes adjusted to the sudden burst of golden light. It revealed much of the cavern around them, and everyone paused to gaze at their breathtaking surroundings.

Stalactites draping from the ceiling reached for hundreds of feet into the darkness below. Little straw-sized formations hung from the larger ones, as well as the glittering ceiling itself. The larger stalactites were all brown or cream colored, but the smaller ones were white, pale green, light blue, and even some were red, yellow, and purple.

“It’s so… beautiful…” Rarity sighed, her eyes traveling across the cave around them. “So many gems are hidden in here, too… Where's my Spikey-wikey when you need him?”

“Look y’all, we can almost see the bottom!” Applejack observed, gazing through the bottom of the aura. Stalagmites were starting to reach up from the bottom, and several of the formations from above were revealed to be large columns, reaching all the way to the floor of the cave.

“A-are we almost there, D-Dusky?” Fluttershy squeaked, keeping her eyes shut as Dash pulled her along.

“Fluttershy, look at this,” Dash sighed, forcing her friend’s eyes open and pointing her at all of the brilliant-looking cave formations. “Isn’t it awesome?”

“Um, awesome, yes,” Fluttershy replied, her teeth chattering. “And dark…” Dash rolled her eyes.

“I’ll set’er down right here,” Starswirl informed the team, maneuvering the aura between a pair of columns and landing on a very smooth section of rock.

“Eugh, it’s slippery!” Twilight commented, stepping on the ground and almost losing her balance.

“We stand upon a flowstone formation…” Terra informed her. “…I will clear the way to where Duskwing flies.”

All eyes diverted to Terra as she closed her own, sending a slight vibration through the cave. The flowstone beneath their hooves flattened out and started forming a winding path towards the purple glow emanating from Dusky, which was faintly visible through a forest of thicker stalagmites.

“…You’ve got a lot of power,” Ragehoof said quietly to Terra, walking by her side while the rest of the team continued to chat about the cave’s beautiful formations. “The earth and the skies obey your command... Why have you used it so little?”

“My sister does not wish for me to crush our enemies with overwhelming force,” Terra replied, looking at him out of the corner of her eye. “There is great risk of collateral.”

“Yeah, I can see her saying that,” Ragehoof replied, rolling his eyes. “She hardly has the spine to do what needs to be done.”

“We have gotten this far, have we not?” Terra asked, her eyes traveling to Dash. She shook Fluttershy off of her leg, and the nervous pegasus landed and stuck close to Twilight.

“Would’ve been easier to bury them all in the dirt, if you ask me,” Ragehoof replied dismissively.

“…What's your name, boy?” Terra asked him curiously, having paid little attention to him previously.

“Ragehoof,” he muttered. “And don’t call me boy.”

“What is your real name?” Terra persisted. “Nopony of this soft era names their offspring Ragehoof...”

“Noticed that, did you?” Ragehoof scoffed. Terra continued to stare at him—he sighed and looked away. “…My given name is of no concern any longer.”

“Cherish the knowledge of your real name,” Terra replied quietly. “I do not remember mine...”

“Wait, you don’t even—?“

Ragehoof’s reply was cut off by a sudden squawk from Dusky up ahead. Through the darkness, she began circling in place around a large clearing.

“The bird has found something,” Terra observed, extending her path into the open clearing below the phoenix. She turned back to Ragehoof curiously. “…We will speak of this later, Ragehoof…” He nodded at her briefly, increasing his pace to join the front line with Applejack, Ironmane, and Armor.

“Hello?” Celestia called out, increasing the brightness of her horn and looking into the clearing. “Is anypony there?”

Her light revealed a lone figure in the center of the circular clearing.

It was a young unicorn lying on his side, but he looked very strange. His navy blue pelt was riddled with glowing white scars; each of them seemed to be emitting a fog-like haze. His eyes were covered by a small black cloth tied around his head, and his cutie mark wasn’t distinguishable.

“Hey!” Twilight called out, galloping to the front of the group. “…Are you okay?”

The colt gave no response. His chest slowly moved up and down—he was breathing, but otherwise he lay motionless.

“Are you injured?” Cadance added, following the rest of the group as they approaching him slowly. Celestia’s light finally revealed his cutie mark—it was a clock, its top melting and its hands twisted.

“The space-time distortions,” Starswirl whispered to Luna—she nodded in acknowledgement.

The scarred colt suddenly stirred, scrambling to sit up.

“H-hello?” he called out. His voice echoed in a very strange way—it sounded like it was echoing before he opened his mouth and after he spoke as well, all before the greater echo of the seemingly endless cavern. It sent chills down the spines of all who heard it.

“...Wait,” Celestia commanded, halting the team’s advance. “…What is your name, colt?”

“H-hello?” he repeated again, looking around, despite the blindfold on his head.

Rarity’s heart dropped. “…H-he can’t hear us,” she observed carefully, noticing his complete lack of reaction to Celestia’s loud voice. “He must be deaf…”

“But he knows we’re here,” Twilight replied curiously. “And he can’t see…”

“His head was against the stone—he was not lying in pain, he sensed the vibrations of our approach,” Terra explained curiously, trailing off. “...But why? What disables him so?”

“D-Discord?” the blind and deaf colt called out fearfully. “Is that… is that you?”

“Discord!” Celestia gasped, mortified. “What has he done to this pony?”


“Discord!” he cried out again. “Discord, is that you? Please be you, please!”

“Fluttershy, wait!” Twilight said worriedly, magically holding her friend back. “It could be a trap!”

“You poor thing,” Fluttershy said softly, her Element beginning to glow. “Maybe I can help you…”

“Stay back!” the colt shouted, suddenly jumping to his hooves and baring his teeth. “I-if you were Discord, you would’ve said something by now!”

“We’re not Discord!” Twilight told him, suddenly unsure of his deafness. Fluttershy scrambled away—he looked extremely intimidating all of the sudden.

“Get away!” he yelled, oblivious to what she was saying. “I’m warning you!”

Celestia motioned for the group to back up, nervously watching the unicorn’s face turn red with anger.

“…I’m here, old friend,” a familiarly mischievous voice echoed through the caverns.

“DISCORD!” Celestia bellowed into the darkness. “WHAT HAVE YOU DONE TO THIS POOR COLT?”

“Discord!” the deaf unicorn cheered, responding only to his voice. “It’s you!”

“Yes, old friend, it is I,” Discord replied. “…It seems some more mean ponies want to hurt me. Can you help?”

“Sure can! Where are they?!”

“Right in front of you…”

“No,” Luna whispered, her wide eyes fixed on the colt. “This… This is Tre’zan!”

“Tre’zan?” Twilight asked—the rest of the team turned to stare at Luna.

“Discord’s old friend,” Starswirl clarified. “…The one who froze Tartarus in time!”

“Right-o!” Discord’s chilling voice confirmed, sounding much closer. An image of him manifested between the team and the colt, who was now staring at them through his blindfold.

“What… DID... YOU... DO!?” Celestia spat furiously. “Brainwashed and incapacitated? This is an all-time low for you… you… you monster!!”

“Calm down, Celestia, I didn’t do any of this to him,” Discord sighed, turning around and looking at Tre’zan. His expression was entirely serious, a chilling shift for the normally comedic draconequus. “…I found Tre’zan in the ruins of an ancient island city, alone and starving to death…”

“A likely story!” Twilight shouted. “You’re using him!”

“Well, that part’s partially true,” Discord said, grinning mischievously. “I’m a cruel monster, I know… Sheesh, I make chocolate milk rain from the sky, how can anypony do worse?”

Receiving no response from the Elite, Discord grinned and continued talking. “I saved his life,” he explained, his grin fading away as quickly as it had appeared. “How do you think a blind and deaf colt would have fared, alone and starving in the ruins of a city? He was the only one on the entire island!”

“So you saved him from starving, big deal,” Dash said angrily. “That doesn’t explain why he’s-“

“Discord?” Tre’zan called out, interrupting her. “Discord, is it safe yet? I'm ready when you are!”

“Just a few more minutes, friend,” Discord replied, turning back towards the Elite. “Look, it’s nothing personal. If I don’t trap all of you here, I get trapped in stone for the next thousand-something years. It’s either you, or me… Who do you honestly expect me to pick? It's your fault for leaving me so few options...”

“Oh no,” Celestia gasped, her eyes widening at the scarred colt. “Tre’zan didn’t just create the time field around Tartarus… He trapped himself inside of it as well!”

“Ah, finally Celestia is the one having revelations,” Discord laughed, but his expression faded back into a serious one. “Seriously though, he doesn’t know how to control his own power. He’s got a universal remote control, and he’s pushing the buttons at random…”

“There are other solutions,” Starswirl interjected quickly. “I see what you’re saying… I could feel it the moment the caves opened up—he’s bending time and space, probably without realizing what he’s doing!”

“And if he traps himself in a dilation field, he won’t accidentally bend it until it breaks,” Discord explained dismissively. “Don’t tell me it’s safe for Tre’zan to walk around, after giving Twilight that little speech earlier. He can do much worse than a couple of little time spells…”

“Discord?” Tre’zan asked again, breaking the ensuing silence.

“Don’t worry, old friend, I’ll tell you when it’s safe,” Discord replied, grinning mischievously at the Elite.

“So you taught him how to lock himself away in a dilation field,” Starswirl sighed. “And now you’re going to use him to lock us away, too…”

“He’s just returning the favor,” Discord laughed. “I saved him from starvation, I taught him how not to destroy the fabric of reality, so he doesn’t mind helping me out.”

“...You’ll never get away with this!” Celestia seethed angrily, firing a jet of magic at his projection.

“Oh, I’ve been waiting a long time to be able to say this,” Discord said, disappearing and reappearing in Celestia’s face. “…Yes, I will…”

Her eyes widened as he snapped his fingers, disappearing.

“On my way out now, old friend,” Discord’s voice echoed throughout the caverns. “I’ll come see you again in a few thousand years, don't you worry! Cheeri-o!”

“Goodbye, Discord!” Tre’zan called out cheerfully. The warmth in his voice unnerved the Elite—he truly believed he was doing the right thing.

“Tre’zan, wait,” Luna’s voice boomed at him, echoing through the cavern. “Can you not hear us?!”

"...Discord was using telepathy..." Starswirl muttered quietly.

“I don’t know who you are, but Discord is my friend,” Tre’zan said angrily, looking in the direction of her booming voice—he had felt its vibrations. “He saved my life, and you want to hurt him?! You’re terrible!”

“No!” Twilight shouted—the rest of the Elite started shouting as well. “Discord tricked you!”

“You’ve got it wrong!”

“He’s just using you, dude!”

Tre’zan did not reply to anything that was said. “I’ll never let you get to him!” he shouted. “I’ll stop you!”

“Enough!” Terra shouted, activating her powers. "If none of you have the courage to do what must be done, I will!"

A huge stone stalagmite began to jut out of the ground beneath Tre’zan, threatening to impale him, but before it reached his body, it began to slow exponentially.

It came to a complete stop inches away from his stomach.

Ironmane fired his crossbow at Tre’zan, but the black bolt eerily began to slow down as well. Warping the air behind it, it halted in midair between Tre’zan and the Elite.

Twilight screamed, hearing her voice deepen and slow down. "...NOO O O O O O O O O O-"

The golden light emanating from Celestia’s horn began to darken, and everyone blacked out.

Tre’zan had frozen the Equestrian Elite in time.


~* ~* ~*

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Dozens of things happened at once.

Twilight felt as though a bucket of freezing water had been splashed onto her face, though she was not wet. Illuminated once again by the dim light of Celestia’s horn, she saw Tre’zan get struck in the shoulder by Ironmane’s crossbow bolt, and get launched into the air by Terra’s ground attack.

Simultaneously, a dark figure descended from above, slamming into the ground where Tre'zan once stood. It created a shockwave of pale green energy, which washed over everyone, sending them flying backwards.

Twilight’s heart skipped a beat when the shockwave struck her—it was powerful magic, and it sent chills up her spine as she slowly recovered from it. She thought her vision was giving out, but it was just Celestia's horn flickering as she recovered from the sudden burst of horrible energy.

“Sh-Shining Armor?” Twilight mumbled, disoriented. Her brother, who had collided with her while being knocked back, did not respond.

“…Shining Armor?” she repeated, rolling over and shaking him. “Are you okay...?”

His head leaned backwards, and Twilight gasped in horror—his face was locked in a horrified expression, and the color of his widely open eyes had drained completely, leaving them a pale grey.

“Shining Armor...?” Twilight repeated again, her eyes widening. Her heart began to race. She shook him several times, pausing to check for a pulse.

He had none.


“It’s over, he said,” a chillingly demonic voice echoed through the cavern. “IT’S OVER, HE SAID!”

“That voice…” Twilight thought. “No…”

“C’mon, get up,” Dash muttered, nudging Soarin’. “Up'n at'em! Bad guy, right there! Let’s get ‘em! C’mon…”

“Rainbow…” Twilight trembled quietly, her glistening eyes fixed on her brother. “…r-Rainbow…”

“Up and at’em, boss!” Dash continued, lifting Spitfire off of the ground. She flopped back down like a ragdoll, completely unresponsive.

“No…” Celestia’s voice cried, from off to Twilight’s right; she never heard her mentor cry. “You’ve… No… NO!”

“MINE!” Darkstar the Crazed cackled. “IT’S OVER, HE SAID! YOU’RE NOT A GOD, HE SAID!!”

Twilight turned towards the dark figure in the center of the clearing. Darkstar was lifting himself off of the ground triumphantly, suspended by a pale aura of green magic.

The remaining Equestrian Elite looked at him in horror.


Darkstar’s rant was interrupted by a sudden hysterical cry from Twilight’s left—Cadance had just realized her husband was dead.

“SCREAM!” Darkstar cackled maniacally. “SCREAM, SCREAM, SCREAM! FEEL IT! FEEL M Y P O W E R !”

A bolt of purple lightning suddenly streaked through the air—someone had fired a powerful arcane spell at Darkstar, sending him flying backwards.

“GET HIM!” Starswirl’s voice roared vengefully, as he fired several bolts of blue energy in rapid succession. Celestia and Luna jumped to his side, but they were joined by nobody else.

Twilight stared at her brother. Her big brother, best friend forever.

Cadance’s bawling screams and the disorganized cries of battle began to meld into unintelligible noise.

Shining Armor was dead.

“He’s gone,” Twilight breathed, her heart racing. “He’s gone…”

Taking her eyes away from her brother was a decision she immediately regretted.

To her left, Rainbow Dash was furiously trying to perform CPR on Soarin’, whose colorless eyes stared blankly at the ceiling. Fluttershy was crying over a pile of ashes—Dusky had burst into flame, and she was not regenerating.

Twilight looked over to her right, dreading the scene before she even saw it. Pinkie seemed oblivious to what was going on—she was pouring azure magic into Ragehoof and trying to wake him up.

“I think I see a smile,” Pinkie giggled. Her obliviousness sent chills down Twilight’s spine—Dash seemed to know the truth, but she was stuck in furious denial.

A sudden flash of green magic from above blinded them—Celestia had been slammed into a stalagmite formation, and Darkstar had begun draining power from her via a bright green stream of energy from her horn.

I T ’ S O V E R, H E S A I D!

Darkstar cackled wildly, blasting Starswirl away and knocking his hat off. Twilight caught a glimpse of his faded blue horn, but the unmasked wizard was the least of her cares right now.

Everyone on the team that was not an Element or immortal had been slain. Professor Aeon and Sergeant Ironmane lay off to the far right, mourned by none.

“You murderer,” Applejack’s voice mumbled tearfully from behind Twilight. “Dirty… rotten… murderer…”

Twilight turned around, gazing hopelessly at her friend. Applejack removed the hat from her head, placing it over Ashton’s lifeless eyes.

“Ah…” Applejack cried, trying to swallow her tears. “…Ah couldn’t even tell’em... How Ah felt…”

“Seriously, you guys, you can get up now,” Pinkie said, raising an eyebrow and looking around.

“THEY’RE DEAD, PINKIE!” Dash screamed hysterically, lifting her forehead from Soarin’s chest and glaring at Pinkie. Her eyes were soaked, and she could barely breath. She turned towards Spitfire, sniffling. “...They’re all… dead…”

Dash was interrupted by another blinding flash of pale green magic. Luna had been forcefully, and Darkstar had begun absorbing her power as well. He was now powered by both Celestia and Luna.

“THEY’RE DEAD, PINKIE!” Darkstar cackled, mocking Dash’s hysterical scream. “THEY’RE DEAD, PINKIE!”

"They always tell ya to wait," Applejack shuddered. "Pa made me promise I'd be sure before Ah ever said it..."

“I don’t know w-where you g-go when you die…” Dash growled, standing up slowly. “BUT THEY’RE GONNA BEAT YOU UP WHEN I PUT YOU THERE!”

Darkstar ignored her completely. “Ah-ah-ahh,” he chided, giggling demonically and firing a green flash of light at Starswirl. Chains made of green energy coiled themselves around the wizard’s legs, dragging him towards Darkstar and holding him in midair.

“So nice of you to drop in, brother dear,” Darkstar snickered at him, forcing Starswirl to sit up and stare at him. Widening his eyes and jerking his head sadistically, he snarled, “IT’S OVER, HE SAID!”

“Well, it was,” Starswirl chuckled bravely. Darkstar flailed in rage and slammed a hoof across his face.

“YOU’RE DEAD!” Dash screamed, taking flight and charging vengefully at the necromancer. Cackling, he tossed Starswirl aside and prepared an attack.

The powerful stream of green magic connecting Darkstar to Luna and Celestia suddenly flashed brightly, and he fired a powerful bolt of necromantic magic at Dash.

Rarity screamed in pain as she tried to absorb the magic, but it was too much.

The small emerald necklace beneath her Element of Generosity shattered into a million pieces.


“YOU’RE DEAD!” Darkstar cackled maniacally, mocking Rainbow Dash’s final words. Her powerful wings went limp, and she tumbled across the clearing, stopping and lying motionless a hundred feet away.

Twilight stared at her friend. She was gone. Rainbow Dash was gone.

“No more lightning rods!” Darkstar raged, firing a bolt at the weakened Rarity.

Twilight watched in pure shock as another one of her friends’ lives was taken.

The beautiful blue pigment drained from Rarity’s eyes, leaving them a blank grey. Her knees gave out, and she collapsed to the ground. Her mane covered one of her eyes, but the other stared icily into the darkness of the cavern. Twilight closed her eyes, but she couldn’t stop seeing it.

“Cat got your tongue?” Darkstar giggled demonically at Terra—she had completely frozen in fear. “…You… Oh, you’re mine, too! …FINALLY… MINE!”

Twilight didn’t even pay attention as Darkstar started draining power from Terra.

Rarity was dead. Rainbow Dash was dead. Shining Armor was dead. Ragehoof, Ironmane, Aeon, Ashton, Spitfire, and Soarin’...

Darkstar couldn’t be stopped.

“Oh, don’t worry, you’re next,” Darkstar chortled amidst his insane laughter, grinning ominously at Pinkie. “Just one more drink! ONE MORE!!”

Darkstar fired a blinding flash of light at Cadance, but Applejack suddenly charged past Twilight, slamming into the necromancer and knocking him several feet backwards in the air.

“MONSTER!” Applejack screamed wildly, trying to jump up to Darkstar’s height—he had floated out of her reach.

“Interesting,” Darkstar said, not even paying attention to Applejack. "Hmm..."

Realizing she couldn't reach him, Applejack's rage quickly burned out. She collapsed into a sitting position, looking over her shoulder where her hat lay.

"Ah... Ah lov-"

Without even looking at her, a bolt of green lightning shot from Darkstar's horn and into Applejack's body, ending her life. She fell onto her side, her face locked in a tearful expression.

Darkstar tried to fire another sapping attack at Cadance, but it had no effect.

“What’s wrong? This one doesn’t like me! YOU ALL WILL LIKE ME! FRIENDS! NEW FRIENDS!”

Darkstar started wildly firing bolts at Cadance, but she ignored them—she couldn’t feel anything anymore. Shining Armor was dead.

“It’s okay, Dashie,” Fluttershy whimpered quietly, tears streaming from her eyes as she held her motionless friend tightly. “…We’ll be together again soon…”

“SOON!” Darkstar bellowed angrily, turning and firing at the yellow pegasus.

Twilight closed her eyes, but she couldn’t stop herself from hearing the scream. She didn’t just hear it, she felt it. The high-pitched cry echoed in her mind endlessly, long after it had faded into the silence of the cavern.

“Aw, what’s that, Swirls?” Darkstar laughed, looking over at the wizard. “Got something to say?”

Starswirl was dragged along the ground by the chains that bound him—Darkstar looked into his eyes and started cackling again.

“My… turn… to say…” the wizard breathed painfully. “Not… over…”

“IT’S OVER, HE SAID!” Darkstar burst out laughing again, playfully tossing Starswirl aside and hovering towards Pinkie and Twilight. "WHADDYA SAY, MY LITTLE PONIES?! IS IT OVER?!"

“Well, for the record,” Pinkie shuddered, her voice still vaguely cheerful as she clung to Twilight’s leg. “This was lots of fun… Maybe we’ll do it again sometime!”

Twilight closed her eyes again, feeling her hair stand on end as a bolt of energy surged through Pinkie—she didn’t scream—the noise that came out of her sounded like a yelp, but it was reminiscent of a laugh.

The grip on her foreleg loosened, and she heard a faint thud.

Opening her eyes, Twilight stared weakly at Darkstar, who was now directly above her. His horn began to glow a pale shade of green, and Twilight started to black out. She could see her life flashing before her eyes—shapes and images, of many bright colors, started to dance across her vision.

“Twilie!” an excited voice cheered—it was her brother’s voice.

“It’s him,” Twilight thought, smiling weakly.

Dying didn’t feel like such a bad thing—blood rushed to her head, her visions subsided, and she stopped feeling her body. She exhaled blissfully, almost relieved to not have to inhale again.

“I’m coming to join my friends…”


“We’ll be together, and everything will be better…”


“I’m gonna open my eyes, and we’ll be all together again…”


“We’ll be back in Ponyville, and this will have never happened…”

Chapter 19 - Full Circle

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Twilight felt a sudden burst of pain on her cheek—someone smacked her!

“Wha…?” Twilight asked, blinking a few times. All she could see was a green blur.

“Get up!” Starswirl’s ancient voice commanded. “Listen to me! Get! UP!”

Twilight blinked another couple of times and sat up straight. As soon as her eyes regained their focus, she yelped and scrambled backwards—Darkstar’s pale green attack was inches from her face.

“D-Darkstar…” Twilight gasped, hyperventilating. “P-Pinkie… No… N-no…”

“Twilight, you’re in shock,” Starswirl explained. “Can you hear me?”

“He killed them,” Twilight shuddered, looking around at the motionless bodies. “He k-killed them all…”

Starswirl sighed heavily. “Darkstar took us completely by surprise,” he explained, placing a hoof on Twilight’s shoulder. “But we’re safe for the moment, take a deep breath…”

“S-safe?” Twilight yelped, her head darting back towards Darkstar—he was frozen in place, and so was his attack that was aimed at her.

“Quite a few things happened at once,” Starswirl explained; Twilight looked up at him in confusion. “First things first, are you okay? You really had me worried for a moment there...”

“…Sh…Shining Armor…” Twilight replied weakly, her voice quivering. “…D-Darkstar… he…”

“Twilight, breathe,” Starswirl ordered, clenching her shoulder. “You can’t give up now. You've practically lost the will to live... BREATHE!”

Already feeling lightheaded, Twilight inhaled deeply, waited for a couple of seconds, and exhaled. She closed her eyes and continued to focus on her breathing, trying not to think about the horrible things she had just witnessed.

“That’s it, nice and slow,” Starswirl continued. “Just keep breathing, alright? I need to check on Tre’zan...”

“T-Tre’zan?!” Twilight’s eyes shot open and she turned around. Several yards behind them, Tre’zan lay on his side, badly wounded—a black crossbow bolt was embedded in his shoulder, and his chest had a deep indentation it from where Terra had struck him.

Twilight turned back around and quickly scanned her surroundings again—the only things moving were Starswirl, Tre’zan, and herself. Everyone else—Darkstar, the alicorns, and all of his victims—seemed to be completely frozen in time.

“Tre’zan saved us,” Starswirl explained, floating over towards the injured colt. “Keep breathing!”

Twilight hadn’t realized she had stopped—she resumed her careful breathing process before she became lightheaded again. “What…” she took another deep breath. “…What happened…?”

“You worry about your breathing, I’ll explain what I know,” Starswirl replied. His hat glowed with a faint blue aura, and Tre’zan’s head glowed with a similar one.

Unable to speak in between her breaths, Twilight simply nodded at him.

“I’m sure you’ve gathered that Tre’zan trapped us in a time dilation field,” Starswirl explained. Twilight nodded briefly, so he continued. “I don’t know exactly how much time has passed on the outside, but I know that it didn’t take long for Darkstar to escape.”

“He killed them all,” Twilight mumbled fearfully. “Th-they’re dead…”

“But we aren’t,” Starswirl reminded her. “And that means there’s still hope.”

Twilight stared at him, her heart racing. “Hope?!” she asked, her shocked composure finally cracking under the stress of the situation. “HOPE?! THEY’RE DEAD!”

“Please, breathe…” Starswirl replied quietly. Tears began flowing freely from Twilight’s eyes—she took another deep breath before speaking again.

“W-what d’you mean?” Twilight asked, sniffling. “…How did Darkstar escape…?”

“The time dilation field cut the Elements’ connection to him,” Starswirl continued. “He escaped from the moon, and somehow broke into the field to attack us. The only reason we are alive is because Tre’zan saved us.”

“…W-why did he… save us…?” Twilight asked between labored breaths. “I thought he…”

“I…” Starswirl started—he paused and took a deep breath. “…I broke my own rule. When I saw Darkstar kill Rainbow, I knew we wouldn’t be able to stop him on our own. He would have killed us all, and all of Equestria as well. He wouldn't stop until he's destroyed all life on the planet...”

“Your own… rule?”

“I used Trajo’s telepathic communication method on Tre’zan while he was weak,” Starswirl explained darkly. “…I convinced him to help us…”

“C-couldn’t you have done that sooner?” Twilight cried, closing her eyes and looking away from Dash and Fluttershy’s motionless bodies. Feeling lightheaded again, she returned to her heavy breathing.

“It wasn’t exactly easy,” Starswirl continued. “I had to tell him a lot of things to convince him to save us. And then I had to tell him how… He doesn’t know much about his own power, you know.”

“S-save us,” Twilight shuddered, hopelessly burying her face in her hooves. “Just us…”

“There might be something we can do,” Starswirl told her, floating to her side and placing a hoof on her shoulder. “It’s a long shot, but it’s worth a try…”

“Go back in time?” Twilight asked sarcastically, her voice cracking. “And break your precious causality?!”

“Time-spells won’t even work inside this field. There’s too much warping of time and space to create any sort of bridge. However, we don’t need time spells...”


“Tre’zan doesn’t use ordinary magic to do what he does,” Starswirl continued curiously. “In all honesty, I don’t have the slightest clue how he does what he does, but I have an idea of what he’s capable of…”

“He can go back in time?”

“Not just him,” Starswirl mused, stroking his beard curiously. “You see, by isolating us from the regular flow of regular time in this dilation field, he’s presented us with a… unique set of options that would normally be impossible.”

Twilight’s heart began racing again. “Where is this going?” she asked, wiping her tears away and staring at the wizard. “What kind of options are you talking about?”

“Breathing normally again, I see,” Starswirl observed, his voice starting to regain enthusiasm. “Now that I’ve got your attention, let me explain what I’ve deduced. I’ve run a couple of tests, and it seems that at least two days have passed outside of this field…”

“Two whole days?!” Twilight gasped.

Starswirl nodded at her. “All things considered, it could have been much worse. Still, in that time, Darkstar freed himself and came after us. I’m still not entirely sure how he did it, but he destabilized the time field so he could enter, and start killing us…”

“But we’re still in the time field,” Twilight observed, looking at the darkness that surrounded them.

“Precisely! If Darkstar had collapsed it entirely instead of just destabilizing it, we would not be having this conversation,” Starswirl finished.

“What did destabilizing the field accomplish?” Twilight asked curiously. “The field doesn’t look unstable…”

Starswirl chuckled. “Well, the most likely theory makes a lot of sense, actually. Darkstar probably thought the dilation field was some kind of shield—it looks like one on the outside, so he probably tried to break it with a brute-force magical attack! The excess energy would have shifted the field’s dilation factor!”

“So we’re not moving extremely slow anymore?”

“The opposite!” Starswirl exclaimed. His hat glowed briefly, and he lifted a chunk of rock from the ground, tossing it over his shoulder. It sailed through the air, but suddenly halted when it reached the darkness at the edge of the field.

Twilight gasped. “We’re moving faster than time outside of the field?!”

“Yes! And that’s how he got in! If the time within the field is moving slower than outside, you’ll get stuck on your way in... But if it’s moving faster, you’ll get pulled in like quicksand!”

Twilight turned to stare at Darkstar, whose motionless gaze was still fixed upon the spot where she had been lying a few minutes ago.

“That still doesn’t explain why we can move freely, but they’re all frozen,” Twilight told Starswirl, turning away from the necromancer’s terrifying face.

“Ah, that’s where Tre’zan saved us,” Starswirl explained, floating over towards the injured colt. “When I convinced him to help, I also taught him how to have complete control over the flow of time within the dilation field.”

“You… taught him how?” Twilight raised an eyebrow at Tre’zan.

Starswirl sighed heavily. “Remember when I said that Trajo’s communication method grants me unrestricted access to a weakened consciousness? I learned everything about him in an instant.. Combined with my knowledge of time spells, I was able to write the knowledge into his mind…”

“That’s amazing!” Twilight replied excitedly. “Think of all the th-“

“No,” Starswirl interrupted her firmly. “There is nothing good about what I did. It was a disgrace to free will, and all that we stand for… Nopony should ever be subjected to alteration of their consciousness…”

“…It changes who they are,” Twilight sighed. “…And he didn’t really consent, either…”

“It’s a small consolation that I may have saved the lives of our team,” Starswirl continued, nodding at her. “I may have single-hoofedly saved every living thing in Equestria, but I still have to live with the fact that I meddled with Tre’zan’s mind…”

“He’ll forgive you,” Twilight said supportively. She looked to her right for a moment, gazing at Cadance—several tears were suspended in midair between her face and Armor’s motionless body. “…Can Tre’zan also release the others?”

“He’s badly wounded,” Starswirl replied, turning back towards the colt. “He’s stable, but keeping the field partially frozen and partially flowing is taxing him greatly... Releasing us nearly killed him. But now that we’re here, I have a plan.”



“Tre’zan can reverse time within the field,” Starswirl replied slowly. “He can force everything that’s currently frozen into a closed timelike curve, essentially rewinding every event that has happened within it!”

Twilight looked at him in disbelief, wiping her face with her forearm. “…Seriously?”

“I’m not even going to begin to describe the physics behind it, but it’s possible,” Starswirl continued, his voice sounding more and more hopeful. “He doesnt have anywhere near enough power to do it himself, though… That’s why we had to unfreeze you…" He paused sadly for a moment.

"If there were any other way, I’d have helped him myself, so you wouldn’t have to remember seeing your friends die… It was a horrible thing to witness.”

Twilight stood up straight, wiping the tears from her cheeks. “If we can save them, I can deal with it,” she declared, trembling with a mixture of excitement and uncertainty. “…I’ve had bad dreams before!”

Despite the mask concealing Starswirl’s face, Twilight could tell that he was smiling.

“You can use the Element of Magic to channel magical energy into somepony else,” Starswirl explained, having fully regained his cheerful enthusiasm. “With the Element’s energy powering him, Tre’zan can reverse time for everything that’s frozen, all the way back to when Darkstar first entered.”

“A second chance,” Twilight grinned. She thought about it for a moment, her smile fading. “…But Darkstar entered the field really fast... and he killed everypony as soon as he got in… Can’t we rewind it a little farther, and give ourselves some more time?”

“Since Darkstar is a part of what he’s rewinding, he can’t rewind any farther than when Darkstar first entered—he doesn’t have control over time outside the field, so Darkstar’s entry marks the limit of his power. Trying to rewind any further will likely collapse the field...”

“That’s not good,” Twilight sighed. “He attacked us very fast…”

“We’ll just have to be faster,” Starswirl replied determinedly. “I’ll blast’em in the throat as soon as Tre’zan is finished—he’ll never know what hit him!”

“Alright then, let’s do it!” Twilight cheered, powering up the Element of Magic. “Is he ready?”

Starswirl’s horn glowed brightly as he telepathically communicated with Tre’zan. “Ready as he’ll ever be!” the wizard exclaimed. “Just direct your magic straight into his horn! He’ll be expecting it!”

Twilight nodded, closing her eyes and powering the Element of Magic. She slowly ejected a bright stream of purple energy from her horn—it flowed towards Tre’zan’s horn, connecting with it and causing it to pulsate brightly.

“Twilight Sparkle, is it?” a young colt’s voice suddenly echoed in her head. It was Tre’zan—though his voice no longer had its strange warping echo. He sounded like a regular young unicorn.

“Uh, yeah,” Twilight thought, hoping he would hear the reply. “…You’re Tre’zan?”

“I guess. Discord called me that because it was written on a street sign next to where he found me... Pretty creative, isn’t he?”

“How are we talking?” Twilight asked curiously, looking into Tre’zan’s blindfolded eyes.

“Sorry, I didn’t mean to just hop into your head like that…” Tre’zan replied guiltily. “Starswirl taught me how to communicate like this, and the power link we have is making it pretty easy.”

“…What do you mean?” Twilight looked at him worriedly. “…You’re reading my mind?!”

“Well… Not really. You’re much stronger than me, so I can’t really read anything except for what you let me. I'm sorry… I was just curious.”

Twilight sighed in relief. “If you wanted to know more about me, you could have just asked.”

“I didn’t know there were other good ponies in the world…” Tre’zan silently looked at the ground while Twilight continued to transfer power to him. “Discord was the only one who could talk to me, and he only ever told me about the bad guys that tried to hurt him…”

“Were you the one who made the time dilation field around Tartarus, thousands of years ago?”

“…It was just a few days ago for me…”

Twilight shuddered—he seemed so oblivious to the passage of time.

“Discord told me that I had to freeze myself or I could do something bad,” Tre’zan continued, lifting his head and gazing off into empty space. “He wasn’t lying about that. My powers go all over the place when I’m not using them. It’s safer for everypony if I just stay locked away…”

“There’s got to be something else you can do,” Twilight thought sadly. “Being locked in time for thousands of years is no way for anypony to live. Everypony deserves the chance to have friends…”

Tre’zan sighed audibly. “Friends… Discord was my only friend, and he was just deceiving me the whole time… I don’t even know what friendship really is.”

“I used to wonder what friendship could be,” Twilight replied, smiling softly at him. “Just a couple years ago, I didn’t know what it really was either… And then I met five amazing ponies…”

Twilight’s horn suddenly tripled in brightness—her eyes shone pure white, and her Element glowed just as brightly. Tre’zan yelped in surprise, feeling the energy from Twilight’s connection amplify greatly.

“Whoa…” Tre’zan said quietly. The white scars on his body began to glow brightly, and he stood up straight. “…Where’d you get all that energy from?”

“Friendship is magic,” Twilight replied warmly, walking forward and embracing Tre’zan while continuing to feed him energy. “My Element is literally powered by it... I realized that when I defeated Haakon earlier—all of my friends cheering me on gave me so much power!”

“…Who is Haakon?” Tre’zan replied curiously. “…Never mind, tell me some other time, if I survive this. I don’t think I can hold any more energy… Hopefully I won’t explode before I’m done rewinding things.”

“Wait!” Twilight replied quickly, releasing him and slowing her stream of magic so she could ask one more question. “Just how did Starswirl convince you to help us? He never said...”

“Heh, he didn’t,” Tre’zan laughed audibly, his voice echoing along with his telepathy. “Pinkie Pie did.”

“Pinkie?! What?! B-but Darkstar killed her!”

“I asked Starswirl why I should bother helping you,” Tre’zan continued. “He didn’t even say anything, he just telepathically shared all of his memories of Pinkie Pie, right before Darkstar killed her… It… It changed my mind. She was really nice, and really funny. There’s no way she deserved that. You guys are alright by me.”

“You’re alright, too,” Twilight smiled at him. Though he couldn’t see her, he smiled back.

“If I don’t survive this, well, good luck with everything...”

“Thank you, Tre’zan…”

“...Here goes!”

From behind the blindfold, Tre’zan’s eyes suddenly exploded with light—they incinerated the blindfold with a flash of white fire. He levitated off of the ground, suspended by a blazing white aura.

Twilight released the link between their horns, and Tre’zan swelled with power. The dome-shaped dilation field surrounding them suddenly illuminated with a bright white glow.

“Hold still!” Starswirl instructed Twilight—she nodded and stood as still as she could. Tre’zan conjured small white shields around Starswirl, Twilight, and then himself.

“Oh my gosh!” Twilight gasped, looking at Darkstar in shock. “It’s working!”

The bolt of green energy extending from Darkstar’s horn disappeared, and he started floating backwards from where he had been. Pinkie’s body started sitting back up, and with a flash of green light, the attack that Darkstar had killed her with flowed back into his horn.

“I… I don’t believe it,” Twilight breathed. “It’s really working!”

“Amazing, isn’t it?!” Starswirl replied.

Fluttershy, Applejack, Rarity, and Rainbow Dash were all rewound back to life as the time field continued to reverse itself. Terra, Luna, and Celestia were each released from their life-sapping bind to Darkstar.

Twilight blinked in disbelief, watching the events replay themselves rapidly. She realized just how little time had passed—Darkstar had defeated the entire team in just over two minutes.

“We’re almost there!” Starswirl shouted, his voice carrying the same warped echo that Tre’zan’s did—it sounded as though it were echoing in both directions of time. “Twilight, as soon as it stops, tell your brother to raise his shield!”

“Right!” Twilight’s eyes widened—she heard her own voice echo the word before she even spoke it. She turned to look at Shining Armor—his motionless body suddenly jerked off of the ground, flying back into a standing position while Darkstar’s shockwave retracted itself into his body.

Everyone, with the exception of Twilight, Starswirl, and Tre'zan, returned to the positions in which they had been standing before Darkstar attacked.

The necromancer flew towards the ceiling of the glowing dilation field, and Tre’zan’s aura suddenly burned out—the shimmering white dome around them pulsated for a moment before disintegrating entirely.

Time resumed flowing—Darkstar began to descend from above once again.


Before Darkstar could reach the cavern floor and unleash his deadly shockwave, Starswirl fired a precisely-aimed bolt of purple energy at his chest, blasting him backwards and slamming him against a tall cave formation at the opposite end of the clearing.

“It’s over, I said!” Starswirl laughed triumphantly, quickly following up his attack with a flurry of arcane bolts. With each strike, he forced the necromancer deeper and deeper into the brown column.

“SHINING ARMOR!” Twilight screamed to her confused brother. “PUT YOUR RING ON! RAISE THE SHIELD!”

Armor’s eyes darted from his sister to the shadowy mass that Starswirl was furiously attacking. He, along with the rest of the Elite, was utterly clueless as to what was going on.

“Wh-who is that?!” Armor stuttered. "Is that...?"

Twilight telekinetically reached into Armor’s saddlebag, withdrew the small jade ring from it, and jammed it onto his horn. "HURRY!" she screamed."IT'S DARKSTAR!"

Armor's eyes widened—he cast his spell, encasing the Equestrian Elite in a deep violet shield.

“Darkstar?!” Celestia repeated frantically. “How?!” She jerked her head towards Starswirl and watched as he continued to hold the necromancer at bay with his fast-paced attacks.

“The time field cut him off from the Elements!” Twilight shuddered, her entire body trembling with a volatile mixture of relief, excitement, and fear—she felt like she was ready to cry. “W-we have to stop him again!”

“D-Darkstar?!” Rainbow Dash yelped, landing by Twilight’s side. “How'd he get-“

Overwhelmed by emotion, Twilight interrupted her with a sudden embrace. “I can't believe it,” she gushed, releasing Dash and looking at her friends. “You're all okay!”

As the Elite stared at Twilight in confusion, she turned towards Darkstar. "L-let's take him down! Hurry!"

“...What was she talkin’ about?” Applejack asked curiously, watching Twilight gallop out of the shield and join Starswirl in his attack. "Why wouldn't we be okay? An' where'd that Tre'zan fella go?"

“I’m not sure,” Rarity replied. “But if that’s Darkstar... Come!”

Dash, Applejack, Rarity, and Pinkie all galloped through the shield and towards Twilight and Starswirl, followed moments later by a fearful Fluttershy.

“IT’S NOT OVER!” Darkstar bellowed as they approached, exploding with a forceful shockwave and shattering the column he had been jammed into. The blast knocked Starswirl and the Elements backwards, but Armor’s shield kept the rest of the Elite safe from its deadly magic.


“Luna, with me!” Celestia commanded. “Everypony else, stay in this shield!” Luna followed her closely as she exited the shield, and to everyone’s surprise, so did Terra.

“Mother, wait!” Cadance called out, taking flight and blocking her exit. “It's him! Stay with me!"

“He will not escape this time!” Terra declared angrily, gently forcing Cadance aside. “Remain here! I will tear the miserable fool to pieces!”

Cadance watched in horror as Terra galloped through the shield and jumped into the battle, viciously impaling Darkstar with a stalagmite from the cavern floor.

“…Mother…” Cadance gulped. “…Please be careful…”

“Go with her,” a blunt voice muttered from behind the young princess.

“…What?!” Cadance asked, whirling around and staring at Ragehoof. “What are you t-“

“The wizard didn't tell you not to fight,” Ragehoof interrupted. “He told you to stay by her side... GO!”

“But how did you…” Cadance stared at him for a few seconds before turning back towards her mother. “…Never mind! You’re right!”

“…He was sitting next to Starswirl and I during the entire rainstorm,” Aeon thought, eyeing Ragehoof as Cadance jumped into the fight. “…I didn't think he paid any attention!”

“KILL HIM!” Ragehoof bellowed, galloping to the edge of the shield and stomping his hooves against the ground. “BURN'EM UP!”

Soarin’ swooped to his side and cheered along with him. Spitfire, Aeon, and Ashton joined as well, and even Ironmane started shouting supportively. Armor was busy focusing on the shield, but he curled his bared teeth into a grin, smiling proudly at Twilight as she fought.

Despite the cheering of the Elite, the battle with Darkstar was a complete stalemate. After escaping Starswirl's suppressive barrage, the necromancer had flown into the air with great speed, carried by a pale green aura of magic—that same aura seemed to act as a shield, absorbing the few attacks that managed to strike him.

Starswirl, Luna, and Celestia pursued him, and Twilight continued firing at him from below. The battle quickly degraded into a firefight of magical projectiles—jets of blue, indigo, green, purple, and golden light streaked through the air, brilliantly illuminating the cavern.

Terra fired small chunks of rock at Darkstar with so much force that each piece nearly broke the sound barrier as it whizzed past the agile necromancer. Unable to strike him directly, Terra began shattering the stones as she launched them, hailing his shield with fragmented buckshot.

Amidst the storm of magical projectiles and speeding chunks of rock, Dash was left with no opening to attack Darkstar. “Darn it!” she complained, landing next to Applejack.

“Ah know what'cha mean,” Applejack agreed. "Best we stay here, sugar cube, we'd just be gettin' in the way..."

Darkstar started assaulting Luna furiously, but his whirlwind of green lightning bounced off of the princess and arced over to Rarity—as the energy surged into her body, her eyes suddenly exploded with white light, and her skin transformed into brilliant amethyst crystal, grounding the necromancer's attack entirely.

“…Any ideas?!” Dash asked Applejack impatiently. "This back-and-forth isn't really working..."

“RIP HIS HEAD OFF!” Ragehoof bellowed. Though his voice was muffled by Armor's shield, he shouted so loudly that the two mares were able to hear him from across the clearing.

“Uh… Ain’t that a bit extreme?” Applejack asked, looking over her shoulder and raising an eyebrow at Ragehoof as he shouted several other barbaric recommendations.

“I dunno, after what this guy’s done…” Dash shrugged. “I'm considering it.”

Abandoning all restraint, Twilight drew heavily upon the Element of Magic and fired a variant of the infernum spell at Darkstar—a brilliant cone-shaped jet of fire shot from her horn and grazed Darkstar's ear. Though his jet-black ear was instantly incinerated, it began to grow back, surrounded by a pale-green aura.

"That's not possible!" Twilight thought, frantically jumping out of the way as Darkstar hurled a series of bolts at her in retaliation. She dodged the first three, but the fourth shocked her before arcing to Rarity.

Focusing with single-minded fury on Darkstar, Terra was suddenly distracted by a bright cyan jet of magic directed at the necromancer. Her heart dropping, she whirled around to see that Cadance had joined the offensive.

Terra abandoned her assault and swooped over to Cadance, pausing to lift an enormous wall of stone from the ground between her daughter and Darkstar. “Return to the shield!” she demanded. “I will NOT risk losing you!”

“And I won’t risk losing YOU!” Cadance replied firmly. “Let’s fight him together!”

Terra stuttered, feeling a wave of both fear and pride rushing through her. "B-but you... he... s-Swirly said-"

"He said to stay with you!" Cadance told her. "I survived his magic last time you fought him! I'll survive it this time!"

Terra stared at Cadance for a moment, feeling a lump in her throat. Distracted by a sudden crack appearing in the wall she had lifted between them and Darkstar, she suddenly felt a renewed burst of fury overwhelm her.

"...Together!" Terra declared, blasting the stone wall apart and sending the fragments towards Darkstar.

"Together!" Cadance echoed, charging the stone fragments with crackling cyan magic—when they struck the necromancer, they penetrated his shield and embedded into his skin, knocking him backwards and electrocuting him.

With Rarity efficiently grounding Darkstar's attacks, the healers of the team had little to do but watch.

“Thifs's epic, in'nt it?” Pinkie asked Fluttershy, ejecting bits of chewed food as she spoke. "Want shome popcorn?"

“…H-how can you think of food right now, Pinkie?” Fluttershy stuttered nervously, eyeing Rarity carefully and preparing to heal her at a moment's notice.

“Like this!” Pinkie giggled, closing her eyes and lowering her head, picturing an overflowing tub of popcorn in her mind. Fluttershy rolled her eyes and watched carefully as Darkstar began wildly attacking Celestia.

“There’s gotta be a way to beat this guy!” Spitfire commented, pounding her hoof against the shield.

Ragehoof stopped cheering for a moment and turned towards Ironmane. “Can you hit him in the head with your crossbow from here?” he asked. "Maybe a well-placed headshot…?”

“What’s a hunk’a metal gonna do that the Element of Magic can’t?” Ironmane grunted dismissively, keeping his eyes on the battle. “…This is their fight, kid. Deal with it.”

“Bah!” Ragehoof huffed, pacing impatiently at the edge of the shield.

“Twilight!” Celestia called over her shoulder. “This is accomplishing nothing! We'll try to hold him still—hit him with a harmonic wave!”

Twilight nodded quickly, galloping towards her friends. “Elements of Harmony!” she ordered. “Let’s do it!”

Fluttershy galloped away from Pinkie, accidentally bumping into her bucket of popcorn. “Aw, but I wasn’t finished!” she protested sadly, dropping the tub and galloping along with Fluttershy while Applejack, Dash, and the crystal-covered Rarity formed up with Twilight.

“NOT THIS TIME!” Darkstar bellowed, firing a bolt of magic at the clearing below him. It turned an inky black, and started gaining a smoky texture.

“DO NOT LET HIM ESCAPE!” Luna boomed, firing several attacks at him wildly. Darkstar cackled, diving into the shadow below him. Starswirl fired a series of bolts as well, but his target was gone.

Twilight looked up at Luna. “Princess, can you get us in there?!” she asked quickly. "You were able to go in before!"

“…I shall-“

“I’ll get him out!” Starswirl interrupted, diving towards the ground—his yellow eyes flashed orange briefly as he fired a sea-green jet of magic at the cavern floor, creating an inky portal of his own.

Instead of diving through the portal, Starswirl teleported through it, reappearing in the swirling Elysium—right across from the fleeing Darkstar.

"Surprise!" the wizard laughed, charging his forelegs with glowing arcane energy.

Darkstar fired an attack at Starswirl, but he teleported out of the way, rematerializing behind him and coiling his charged foreleg around his neck.

"...NO!" Darkstar gagged, as Starswirl choked him. "NOT...FAIR... YOU...PROMISED!!"

"Hah!" Starswirl laughed. "I promised Elcian I would never give him the tele-nelson!"

Darkstar flailed his legs wildly, and began raging incoherent syllables.

"You aren't Elcian any longer..." Starswirl said, no longer chuckling. "...My little brother died a long time ago."


Starswirl jabbed Darkstar in the ribs several times with his other charged foreleg, and started zooming through the swirling Elysium, pulling the necromancer along by his neck.

Another well of inky energy suddenly appeared on the opposite side of the clearing—right in front of Armor’s shield.

"There!" Twilight yelled, galloping across the clearing. "Hurry!"

The cheering Elite in the shield backed away slowly as an explosion of blue magic ejected from the newly-formed portal—Darkstar and Starswirl came flying through it, furiously punching at each other as they vaulted through the air in free-fall.

Starswirl threw the necromancer into a thick stalagmite at the edge of the clearing. As Darkstar crashed into it, the wizard's hat began to glow vividly, and bolts of purple lightning began to engulf his body. He exploded with arcane energy and launched a series of chains at the necromancer’s twitching legs.

“FIRE!” Starswirl shouted to Twilight—she and her friends had already powered up their Elements.

“NO,” Darkstar yelled frantically, staring at the bolts of rainbow-colored magic that were forking between the six mares. “NOOO!”

The Elements fired a massive harmonic wave at him, but he broke free of Starwirl's arcane chains and lifted his forelegs, blocking the stream of rainbow-colored magic with his two front hooves.


Celestia summoned every ounce of her power and fired a steady stream of golden magic at Darkstar—Luna did the same, firing an indigo stream. Still powered by his arcane infusion ability, Starswirl hurled a whirlwind of brilliant violet bolts at the necromancer.

Their magical attacks blasted the stalagmite behind Darkstar to pieces and grazed his body from the sides, drawing his attention away from the onslaught of the Elements. Terra created a fissure in the cave floor and drew a stream of molten lava from deep within the earth, blasting the necromancer's shield with it.

An encasement of stone began to spread from Darkstar's front hooves towards his forearms, but he started screaming wildly, and he shattered the creeping stone.

YOU... WILL... NOT... STOP... DEATH...


I H A V E T A S T E D T H E W A T E R S . . .

. . . O F T H E S H I N I N G S H O R E S B E Y O N D!

Y O U . . . A R E . . . N O T H I N G!

Darkstar’s eyes illuminated bright red, and a shield of dark green energy appeared around him, blocking all attacks except the harmonic wave. His voice sounded deeper and more demonic than ever.

I H A V E H A R N E S S E D . . .

T H E P U R E E S S E N C E . . .

. . . O F O B L I V I O N ! !


The entire cavern suddenly rumbled, and a bright light shone from a newly-formed hole in its distant ceiling.

A small figure descended through the hole, increasing in size as it got closer and closer—its bright orange eyes glowed through the darkness, furiously fixed upon Darkstar.

Spreading his jet-black wings and slowing his fall, the Blood Prince Haakon forcefully slammed into the ground across from Darkstar, his hands glowing brightly.

“You DARE threaten the goddess and her champions?!” Haakon bellowed. “YOU WILL DIE!”

“Haakon?!” Celestia screamed, her mouth dropping open in awe.

The Blood Prince slammed his palms together and fired a wide beam of orange energy at Darkstar's shield.

“Seriously?” Spitfire gasped, dumbfounded. “He’s helping us now?!”

“Aw, yeah!” Soarin’ cheered, pressing his face against the edge of Armor's shield and pounding it. “Everyone hates this Darkstar guy!”

Struggling against the overwhelming onslaught of magical energy and molten lava, Darkstar started screaming wildly, sending powerful vibrations through the air with his voice.

“...Well, everypony else is doing it,” a barely audible voice sighed from Celestia’s left. Her eyes darted towards the speaker and widened—it was Discord. He wasn’t a projection—he was physically there!

“Might as well hop on the bandwagon,” Discord yawned, rolling his eyes. “If I don’t, well, he’s going to kill everypony in the world… That’s no fun.”

Discord’s eagle-clawed hand met with his lion’s hand, and he fired a powerful blast of white magic at Darkstar.

“That’s seven on one!” Aeon shouted, barely audible. “How is he possibly holding up?”

“There’s no way he can fight it much longer,” Ironmane replied. “Just listen to that screaming!”

Darkstar was starting to hover backwards, forced away by the onslaught of powerful attacks hailing onto his shield. He continued screaming hysterically, and the volume of his screams began to increase greatly.

The screaming became so loud that it started hurting everyone’s ears, distracting them from their attacks.


“Make it stop!” Ashton wailed, covering his ears with his hooves and shutting his eyes.

The high-pitched screaming continued to increase in volume at an alarming rate—it no longer sounded like Darkstar’s voice—it sounded like hundreds of shrill, hysterical voices were all screaming at once.

Terra was the first to abandon her attack—something about the screaming was sending chills down her spine. The flow of molten lava ceased, and the fissure in the ground stopped glowing. She collapsed to the ground, covering her ears in agony.

Luna succumbed next, followed shortly by Celestia. Twilight started feeling a warm liquid run down her neck, and it was becoming impossible to concentrate—her eardrums felt like they were exploding.

The Elements of Harmony, unable to focus any longer, began falling to the ground and writhing in pain. The harmonic wave disintegrated, and Darkstar's pale shield tripled in size.

“BE SILENT!” Haakon bellowed defiantly, ignoring the stream of glowing blood that was running from his ears. His voice was drowned out entirely by Darkstar’s screaming.

Moments later, the Blood Prince fell to the ground, kneeling and shielding his ears in vain. With a stream of black blood running down the side of his oddly shaped face as well, Discord collapsed next.

Shining Armor crumpled over in pain, and his deep violet shield started fluctuating.

Starswirl fell last—the arcane energy around him burned out, and he fell helplessly to the ground.