Chapter I - Greyhoof

Chapter I
Greyhoof
===============

As she lay flat on her back, Twilight Sparkle's eyes shot open, her coat drenched with cold sweat. “What kind of a nightmare was that?” she panted, taking note of her blankets on the floor. Rubbing her eyes and shaking herself, she clambered out of bed and made her way down the library stairs. So preoccupied was Twilight with the dream that she didn't notice the wide-eyed baby dragon looking up at her from the foot of the stairs.

“Twilight, are you okay?”

Twilight blinked in surprise. Did she want to tell Spike about her dream? She yearned to get it off her chest, but didn't want to frighten her assistant. Normally, she would ignore such a dream. Nightmares came easily to her when she overworked herself; however, no other dreams had ended as ominously as this. The typical nightmares of Twilight Sparkle involved subpar friendship reports, misplaced books and the like.

What did the smog and the burning of Ponyville have to do with that fateful day when the Princess had taken her under her wing? And that voice. The memory of the disembodied voice made her hair stand on end. Twilight started as a small, clawed hand waving in front of her face cut into her thoughts.

“Earth to Twilight! Are you in there?”

“Sorry. Yeah, I'm fine,” mumbled Twilight.

Spike cocked an eyebrow. “Uh huh, fine.”

“Really, Spike,” she said, “I just had a bit of trouble getting to sleep, is all.”

Heaving a sigh, Spike stepped aside, giving Twilight a suspicious look as she ambled past him, heading straight for a nearby bookshelf. “Just give it up already,” he said, watching her examine each title in turn. “You're overworking yourself and you aren't getting anywhere.”

“No, Spike, the answers are here somewhere... I just know it,” grumbled Twilight, procuring a hefty red book from a high shelf.

Spike folded his arms. “Oh, come on,” he said as Twilight began flipping through the tome's pages. “I swear, you've been through every book in here already. You've done nothing but bury yourself in these stupid things.” He adopted a more concerned tone. “It's unhealthy, and your friends are starting to worry about you. Just drop it.”

Twilight shook her head vehemently. “I've come too far to give up now.”

“But why do you want to know about Princess Celestia's past so much?”

“We've been over this a hundred times,” snapped Twilight. “If I really want to impress the Princess and learn everything there is to learn about magic, I've got to learn everything there is to learn about her.”

Spike rolled his eyes at Twilight's rebuttal, a statement he had heard too often in the past few days. He spent the entire morning grumbling to himself while Twilight tore through book after book.

As the afternoon dragged on, Spike's patience reached its limits. “I need some fresh air,” he muttered, stomping off toward the door. A split second before his hand reached the knob, the door swung open and pinned him firmly against the wall.

“Twilight! Have you heard, have you heard, have you heard?”

Twilight slowly closed her eyes, and suppressed a groan. “No, Pinkie, I'm still trying to study, remember?” When she opened her eyes, the beaming face of Pinkie Pie, which had somehow found its way between her and her book, greeted her. “Gah!” She jumped back and inadvertently sent the book sailing across the room.

Pinkie began bouncing in circles around her. “No, no, no! You don't understand!” she pressed. “This morning, I saw a pony I've never seen before, and you know what that means!”

Twilight froze, knowing all too well what Pinkie was alluding to. “Are you positive this is a new pony?”

Pinkie nodded, her mane bouncing everywhere. “I recognize everypony in Ponyville, and I've never seen this one before! It looks like he just got here, too. He was wearing this old black cloak, all full of holes and patches and dirt. If that doesn't say 'I need Pinkie Pie to throw me a super-extra-special welcoming party', then I don't know what does!”

Spike, sensing an opening, quickly jumped in. “A party is exactly what you need, Twi!” He retrieved the book as he spoke. “Take a break for once. Please?”

Twilight sighed. “Fine, but only for a little while.” At this, Spike and Pinkie cheered in tandem. Although she would have preferred to remain in the library, she knew there would be no respite from Pinkie until she accepted Pinkie's invitation; she'd lived in Ponyville too long to not know better.

Beaming, Pinkie nodded at Twilight. “See you at Sugarcube Corner!” With that, she was gone, bouncing out the door and out of sight.

“Thanks, Twilight,” said Spike, patting her on the back.

Twilight frowned at Spike. “Do you think I had any other choice? You know how Pinkie gets; I wouldn't hear the end of it for weeks.”

Spike chuckled. “Good point.”

“Hopefully, if I stop in and say hi, she'll get out of my mane about this whole thing,” said Twilight. “When did she say it was, again?”

Spike shrugged. “She didn't. Knowing her, it's probably starting right now.”

Twilight shook her head. “That makes no sense at all, but because it's Pinkie, it makes perfect sense...”

Jumping for joy, Spike leapt out the door in Pinkie's wake. “Then what are we waiting for? Let's go!” Spike urged as he beckoned Twilight over.

Trudging after Spike, Twilight left the library, grumbling. She shut the door with a little too much force, causing a flowerpot to fall off the nearest windowsill. Startled, Twilight looked at the broken porcelain. Am I really that annoyed at being forced to go meet up with my friends? “Maybe you were right,” she said.

“Oh?” said Spike. “Go on.”

“These studies are starting to remind me of how I was back in Canterlot.” Twilight looked apologetically at Spike. “I think I was beginning to forget the most valuable thing Princess Celestia has ever taught me: make some friends.” Twilight stopped and hugged him. “I'm sorry, Spike. I'll try to be less obsessive about this from now on.”

Returning Twilight's embrace, Spike hummed with contentment. “Thanks, Twi. Let's have some fun. Who knows – maybe tomorrow, when you can come back fresh, you'll find something new.”

Twilight grinned at Spike and nodded before resuming the short trek across Ponyville to Sugarcube Corner. Whistling a tune, Twilight did her best to try to push the thoughts of her frustrating studies and the incredibly jarring dream from her mind.

As they turned a corner, a cloaked pony abruptly appeared from the shadows. As vague as Pinkie's description was, this stallion seemed to fit the bill perfectly. He had a short, tousled mane of green and teal. The cloak – and undoubtedly its wearer – had seen better days.

“Excuse me,” said the grey pony, “I just got finished talking to a rather... hyperactive earth pony. I didn't get everything she said, but I think I'm supposed to be at a place called Sugarcube Corner. Do you know where that is?” His hooves shifted uneasily on the road as he spoke.

Smiling at the stranger, Twilight waved. “Hi! I'm Twilight Sparkle and –”

The stallion, who looked only a few years older than Twilight, gasped at this. “Miss Sparkle!” he said, staring at her with his blazing orange eyes. “Forgive me if I was being rude. My name is Greyhoof,” he said with a slight bow.

Twilight cocked an eyebrow. “Twilight's fine. And how do you know my name?”

“You're actually the reason I came to Ponyville,” said Greyhoof, continuing to stare at Twilight. “I have traveled across the length and breadth of Equestria in pursuit of my studies. When I heard rumours that Princess Celestia's own pupil was here in Ponyville, I had to come and see for myself.” Smiling sheepishly, he continued. “I'd like to spend some time studying magic with you, if that's okay. I've seen many things, but I think you could teach me a thing or two.”

She couldn't quite put her hoof on it, but she found Greyhoof's eyes captivating. As he spoke, they seemed to burn with a sort of inner fire. “Wait, magic?” said Twilight, shaking herself. Greyhoof's last statement made Twilight do a double take, blinking in astonishment. That was when she noticed his horn, which seemed to be considerably larger than normal. She usually noticed things like that the moment she laid eyes on a new face. “Yeah, Sugarcube Corner... Actually, there's a party about to happen. A party welcoming you to Ponyville!”

Greyhoof blanched at this. A look of concern crossed Twilight's face. “Is something the matter?”

Greyhoof's eyes shifted from side to side. “I... detest parties.”

Spike walked up to Greyhoof and shook his head. “No no, you don't understand. This is Pinkie Pie we're talking about. Her parties are the best!”

“Regardless, I must decline,” sighed Greyhoof. “They're far too noisy and disorderly for my tastes.” Meeting Twilight's gaze once again, Greyhoof cleared his throat slightly. “I would much rather spend my evening studying than engaging in such a frivolous activity.”

Grinning, Twilight had a revelation. “You know, you remind me a lot of myself a few months ago.” Greyhoof's only answer was a mystified expression. “I'm actually not too fond of parties either, but you need to have some fun once in a while. It'll only be for a few hours. Then you can get back to studies in the morning.” Twilight winked. “I have a feeling we both need it.”

Greyhoof bit his lower lip. “This Pinkie Pie... is she always so... noisy?”

“You'll get used to it,” chuckled Twilight. “Let's get going. We'll be late.”

Spike hopped on Twilight's back and the two ponies were off. To Spike's disgust, the rest of the journey to Ponyville's bakery consisted of Twilight and Greyhoof avidly discussing the finer points of arcane spells.

“So you mean to tell me that you actually know of old unicorn combat?” said Greyhoof breathlessly, his apprehension about the party momentarily forgotten.

“I've never actually used it,” said Twilight modestly. “I do know how to do it, though, in theory.”

“So, have you practiced?” said Greyhoof. “I mean, igniting your horn and all that.”

“Only occasionally,” said Twilight loudly over Spike's pretend snoring. “I've never had anypony to spar with or anything, or a situation when I needed to know it. There's a reason why most unicorns aren't taught it outside of maybe Princess Celestia's Royal Guard.”

“Yes, of course.” Greyhoof nodded. “It can be quite dangerous if done correctly. Fascinating subject, and quite useful in a pinch.”

When they reached Sugarcube Corner, Greyhoof cringed as Twilight opened the door, revealing the bakery's teeming interior. His ears drooped slightly as the loud racket of the merrymaking ponies washed over him. He began to backpedal as his eyes darted between the multicoloured streamers and balloons that festooned the bakery. Greyhoof perked up momentarily when he noticed the wide assortment of delicious-looking pastries, but even his obvious hunger couldn't curb his pessimism for long. “Can we leave now?” he hissed under his breath.

“Leave? But you only just got here, silly!” said Pinkie, oblivious to Greyhoof's yelp of surprise at her materialization. She threw a hoof around his shoulders. “I know it's not up to my usual standards, but I did my best on short notice!”

Greyhoof groaned loudly. “Fine. Pinkie Pie, was it? Can I please speak with you regarding the noise?” He began sidling off to a corner of the room, unable to shake the pink pony clinging to him.

“Okey dokey lokey!” said Pinkie brightly, steering Greyhoof to another room. “We'll be back before ya know it!” And with that, both ponies disappeared into the crowd, a shower of confetti heralding their departure.

Twilight exhaled as she watched them go. “Oh, I hope those two can get along. Or, more accurately, he can get along with her,” she said to herself. Scanning the bustling room, she quickly spotted a familiar brown cowpony hat amongst the crowd. Nudging through the partying ponies, Twilight made her way to the corner of the room, taking care not to knock over any of the food-laden tables.

Applejack greeted Twilight with a broad smile and a wave. “Howdy, Twi! I was afraid you weren't gonna make it.” She tipped her hat. “So, who's this new pony Pinkie's been goin' on about?”

Afraid I wasn't going to make it? Blood began rushing to Twilight's face. “I guess I've been cooped up in the library a little too much lately, huh?” Trying to ignore Applejack's raised eyebrow, she continued. “I actually bumped into the new pony on the way here. His name is Greyhoof. It turns out he's actually here to study magic with me in Ponyville.”

Applejack gave her friend a wry smile. “Studyin' magic, hmm?”

“Yes, studying,” said Twilight firmly as Spike hopped off her back. “I haven't met another unicorn quite like him; he seems to know a great deal about magic. I think we could learn a lot from each other.” Twilight perked up. “I know! While he's here, he can help me learn about the Princess!”

Spike made a loud show of gagging, then stormed off past a pair of approaching pegasi when he realized nopony was paying attention to him.

Rainbow Dash entered the bakery and walked up next to Twilight. “What's with him?”

“Hi, Rainbow,” said Twilight. “Spike's been a little cooped up lately. I can't blame him, really. He'll be alright; he just needs some time to enjoy himself.” Looking past Rainbow, Twilight spotted Fluttershy cowering behind her friend. “Fluttershy? Are you okay?”

Rainbow facehoofed. “She's been acting like this all day. Something about her animals.”

Her eyes widening with concern, Twilight knelt down beside Fluttershy and spoke as softly as the noise of the party would allow. “What's wrong? Are your animals sick? Can I help?”

Fluttershy shook her head. “They're... they're gone,” squeaked the pegasus.

“Gone?” Twilight reared up in surprise, then paused, and frowned. “Are you... absolutely sure about that, Fluttershy? Hasn't this exact thing happened recently? You know, back when Spike was sixty feet tall and destroying the town, didn't you say that all the animals had disappeared?” She raised an eyebrow. “And didn't it turn out that all those missing animals had just been hiding in their homes?”

“Well... yes... but...” stammered Fluttershy.

“And didn't all of those animals show up a day later, like nothing had happened?”

“Yes... but...”

“See, Fluttershy? Nothing to worry about!” said Rainbow, tossing a hoof around Fluttershy. “Whatever it is, it can't be that bad. Look, Fluttershy, if it means that much to you, I'll help you search in a couple of days if they haven't shown up.”

“But... but...”

“No buts!”

Fluttershy averted her eyes from Rainbow and squeaked.

Twilight shot Rainbow a disapproving glance. “What?” asked Rainbow, shrugging. “She was worrying herself half to death. This party’ll be good for her. And besides, you know what Pinkie's like when you refuse an invitation.” She made a circular motion with a hoof next to her head.

The bright voice of Pinkie Pie filled the air. “Thanks for coming, everypony!” she shouted from atop a cake-laden table. “Please give Greyhoof your best Ponyville welcome!” Pinkie's smile wavered as she noticed Greyhoof glowering at her. “Um... a little more quietly, if possible...”

The crowd of ponies stamped their hooves on the ground, showing their approval as Greyhoof beelined toward Twilight. Waving him over, Twilight called out to him: “Greyhoof! I'd like you to meet my other friends.” Enthusiastically indicating each of her companions as she spoke. “This is Applejack, Rainbow Dash, Fluttershy, and... wait a minute, where's Rarity?”

“I have no idea! I couldn't find her anywhere,” said Pinkie.

“That's not like her,” said Twilight.

“Wait a second,” said Applejack, “I ran into Sweetie Belle the other day when she was on her way to the main road.” She rubbed her chin with a hoof. “She mentioned something about her sister goin' into a right panic about an order for Hoity Toity...” Applejack nodded to herself. “Yeah, that was it. Sweetie was pretty upset; she said that Rarity shipped her off to her parents' place for a few weeks.”

Twilight groaned. “Great. Well, Greyhoof, with any luck, you might get to meet Rarity if you stay here for a month.” She offered Greyhoof an awkward smile.

“So, Grey,” said Applejack. “Twi's been tellin' me that you're here to study magic?”

Greyhoof's wandering eyes snapped to attention when he heard Applejack's question. “Oh, yes.” He nodded. “I've been traveling across the land, searching far and wide for knowledge of the magical arts ever since I was a colt. I... don't know how long I'll be staying here. This noise... I thought I told you to put an end to it, Pinkie.” He shot Pinkie a glare.

“It... is quite loud,” murmured Fluttershy, whose eyes had been fixated on the door the whole time.

“I did ask everypony to be a little quieter,” said Pinkie, rolling her eyes at Greyhoof. “But this is a party, silly. Parties are noisy. Just smile and have some fun!”

Greyhoof sat on his haunches and huffed. Applejack desperately tried to change the subject. “Hey, Twi, I've got an idea,” she said. “Why don't you come over to Sweet Apple Acres tomorrow?” Noticing Twilight's puzzled expression, she continued. “It's just been so long since I've seen ya, Twi. What with bein' cooped up in your library for so long and all. Besides, it's quiet, especially now that most of the entire Apple family is on vacation in Fillydelphia.”

“Quiet, you say?” said an intrigued Greyhoof. “Go on.”

“Well, it's a farm,” said Applejack slowly. “There ain't much more to it than the apple trees and what have you.”

Twilight suddenly began smiling widely enough to draw Greyhoof's attention. “I know! I can grab a stack of books and we can study outside!”

“Ugh,” groaned Rainbow as she facehoofed. “You eggheads... I swear to Celestia...”

Twilight giggled. “Want to join us, Rainbow? I can bring along a copy of Dar–”

“Not another word!” snapped Rainbow, her cheeks reddening.

“So, Greyhoof,” said Pinkie, “what's with the cloak?”

Applejack eyed the frayed hems and loose threads. “Personally, I like it, but I know Rarity'll have a heart attack when she lays eyes on it.” She chuckled. “Anyway, tell us a bit about yourself. I'm sure you've got loads of interesting stories, having been all over Equestria 'n' all.”

Greyhoof nodded. “Indeed. As I've said before, I have traveled for the majority of my life. I was raised in a library in a small town near Galloping Gorge.”

Pinkie laughed. “Never heard of it.”

“Pinkie!” reprimanded Twilight.

Greyhoof narrowed his eyes at Pinkie before he continued. “As I was saying, I was brought up by an old librarian couple. They weren't my parents, however; I've never met them... but that didn't matter to me. I was like the son they'd never had. It was at a very early age that I discovered my love of magic and knowledge, but at the same time, I felt empty inside.” He let out a whimsical sigh. “Simply reading the books wasn't enough for me. I had to experience them. So, I left when I was still just a little colt.”

Ignoring the rest of the party, which had escalated into a raucous game of pin-the-tail-on-the-pony, Greyhoof looked at his cloak with affection. “As for this thing, it's kept me warm on many a cold night spent on the road. It was given to me as a token of appreciation by the residents of a small town by Neighagra Falls. They were mercilessly under attack from a band of raiding griffons.” Greyhoof paused for dramatic effect, or perhaps to remember how the rest of the tale went. “I managed to ward them off, sparing the village from their cruel talons. I was given this cloak as a token of their appreciation. As such, I have promised never to remove it.”

“Uh huh,” said Rainbow. “I'm sure you single-hoofedly took down a bunch of griffons.”

“Rainbow!”

“Don't worry, Twilight, I believe him,” said Rainbow sarcastically. “I think I'll join on the next round of the game.” With that, she took off, flying over the other ponies' heads.

“Sorry about that, Greyhoof,” said Twilight. “She can be like that sometimes. Don't worry; she's a nice pony once you get to know her.”

“I'm sure,” said Greyhoof dryly.

Pinkie's party continued deep into the night until the myriad of exhausted guests began trickling out in small groups. Greyhoof and Twilight spent the entirety of the party talking amongst themselves about magic, completely ignoring the festivities going on around them. Once the noise began to finally die down, Greyhoof breathed a sigh of relief and briskly trotted toward the bakery's door.

Twilight began looking around the room for Spike, finding the baby dragon fast asleep face-down in a half-eaten pie. “Hang on. At least someone had a good time,” she giggled, picking up the snoring dragon with her magic and gently resting him on her back.

Applejack walked to the doorway, but stopped and turned around when she reached it. “So I'll see y'all tomorrow?” she asked. “It's been a little lonely over at the farm, what with Big Mac and Apple Bloom gone.”

“Sure thing.”

“Thanks, Twi,” said Applejack, heading out of sight.

“Bye, guys!” Pinkie waved at the two unicorns. “Thanks for coming. And welcome to Ponyville, Greyhoof!”

Putting on an unconvincing smile, Greyhoof nodded at her. He took a few long strides before turning to face Twilight. “I guess I'll see you sometime tomorrow.”

Twilight smiled. “The sooner, the better. I've been hitting a wall recently.”

“Well, I can't make any promises, but I'll see what I can do to help,” said Greyhoof, smiling bashfully. Giving Twilight a quick nod, Greyhoof trotted off into the night.

Twilight looked after him for a moment before Spike's gentle snoring reminded her of where she needed to be. Walking as briskly as she dared, Twilight felt the cool evening breeze playing gently through her mane as she walked toward the library. Upon reaching the tree that she called home, Twilight opened the door and gently put Spike to bed before going upstairs to retire for the evening.

She lay awake, unable to sleep, her mind filled with the possibilities that tomorrow might bring for her quest. Eventually, she rolled out of bed, snuck down the stairs, and lit a single candle. Time for some late-night studies.

But where to begin? She had searched high and low through nearly every section of books she owned. Where should I...

She almost dropped her candle. How could I have missed this until now? Walking purposefully toward a section that she rarely perused, her eyes scanned the various tomes in the Old Ponytales category. If it worked for Nightmare Moon, maybe it'll work for the Princess.

It wasn't long before Twilight had found her first candidate, yanked it from its resting place, and cracked it open. Coughing as the resulting cloud of dust reached her muzzle, Twilight began tearing though the book Ancient Equestria. She lost much of her initial enthusiasm when she discovered that most of the yellowed, tattered pages depicted Equestria as it was before the rule of the royal sisters, but contained little actual information on the two alicorns.

The first few pages told of the wars between the tribes of ponies – how they had eventually settled their differences, only to be plunged into yet more wars as they faced the threats of the griffons, dragons, and eventually Discord himself. When she finally reached a promising chapter, Twilight almost cried out in anger at a most horrific sight: a great number of pages had been ripped from the book.

“How did this happen?” she said through clenched teeth. “The Princess herself gave me this as a gift out of her own personal collection. Who would do such a thing?”

Befuddled, Twilight began reading the next page, which – according to the header – was part of the middle of a chapter called The Zebra Scourge. Twilight's frustration was redoubled when she realized that the start of the chapter was missing as well, and the page even began mid-sentence. Sighing, Twilight started to read:

– swept across the land, the zebras were unable to resist his might. Being driven from their homes, they could do nothing but flee across Eternity's Crossing in their makeshift boats in hopes of reaching the lands now known as Zavros. The Scourge relentlessly pursued them, unable to be content until every last one of them lay dead at his hooves. As they desperately took to the seas, the Scourge allowed them to make just enough distance from Equestria's southern shore before springing his trap. With nowhere to run, the zebras were helpless before him. Many ships sunk to the briny depths that night by the iron hoof of the Scourge. When all seemed lost, from the heavens above, descended the Princesses of sun and moon. Together, they harnessed the almighty Elements of Harmony. The Scourge was eradicated from the land, never to rise again. With Equestria liberated once and for all, the twin alicorns brought peace and order to the kingdom, once and forever. Many of the surviving zebras settled in Zavros, living out the rest of their lives in tranquility. However, the –

Twilight almost cursed aloud when she saw yet more missing pages, bringing the riveting tale to a premature end. The possibility of the following page providing some precious insight into Princess Celestia's magic drove her mad. Twilight read on, blazing through the remaining pages of the book with renewed vigour, but found nothing of importance. It seemed that the tale of the Scourge was the last great upheaval that the Princess had faced, before the coming of Nightmare Moon.

Whimpering in defeat, Twilight dropped the book, not bothering to replace it on its shelf, blew out the candle, and climbed the stairs up to bed in the pitch darkness. When she finally clambered into bed, she didn't even replace the covers, which still lay in a heap on the floor. Fervently hoping that she wouldn't have a repeat of the previous night, she fell fast asleep as soon as her head hit the pillow.

Chapter II - Into the Darkness

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Chapter II
Into the Darkness
===============

The smell of breakfast coaxed Twilight from her dreamless sleep. Seeing that the sun was higher in the sky than she would have liked, she hauled herself out of bed. Not even bothering to brush her tousled mane, she went down the stairs and immediately resumed her studies.

The growling of Twilight's stomach wasn't helping as she began reading through a nearby book, utterly bent on uncovering further information related to what she had seen in Ancient Equestria. Twilight became so immersed in her studies that she didn't notice a rap on the door. A second rap came, louder this time. “It's open,” called Twilight, not looking up from her book.

The door creaked open. “Am I interrupting anything?”

Twilight put her book down. “Greyhoof? You're here early.”

“Sorry, but you expressed excitement about this subject when we talked yesterday, so getting started sooner rather than later seemed like a good idea,” said Greyhoof, walking up to Twilight. “By the look of things, I was right.”

Twilight caught herself feeling a surge of annoyance at Greyhoof for interrupting her research. It's probably because I'm so hungry. Breakfast can't come soon enough.

“Well, take a seat and open up a book,” said Twilight, “maybe you can help me.”

“I'd be more than happy to. So, what have you been studying?”

“Well, lately I've been trying to go out of my way to impress the Princess with what I've learned. I want to understand the secrets behind the most powerful magic in all of Equestria – hers.” She looked up at Greyhoof, who, she was pleased to note, was hanging on her every word.

“Princess Celestia?” replied Greyhoof, a note of wonder in his voice. “What about her, exactly? Have you found anything?”

Twilight gave a moan of frustration. “No, and that's the problem. I can't figure out anything, and I've almost completely scoured the library!” She gestured at the pile of books around them. “I'm not even sure if I could find what I'm looking for in the Canterlot Castle library, either.” She looked at Greyhoof glumly. “I think that learning about her past might give me the answers I seek, but I'm not getting anywhere there, either; not a single history book has anything useful.”

Greyhoof fixed his eyes on Twilight – eyes that seemed to be full of a sort of burning determination. “I'm more than happy to help you in your quest for knowledge. Ancient Equestrian history has always fascinated me.” Sitting down next to Twilight, Greyhoof looked around admiringly at the assortment of books around the room. “So, where shall we start?”

Twilight gestured around her. “I don't know, use your judgment.”

The two unicorns sat side by side and began leafing through fresh stacks of books in silence. As the morning wore on and the stack of read volumes increased in size, Greyhoof's eyes absently flicked over to an older tome laying off to the side, prompting a sharp intake of breath.

“I can't believe another copy exists,” breathed Greyhoof, staring at Ancient Equestria. “Too bad we spent all this time perusing your collection; this book should have given you all the answers that your heart desires.” His eyes had not left the book while he spoke.

Twilight arched an eyebrow as she gazed at the book that had frustrated her the previous night. “What are you talking about? I was left with more questions than when I picked it up in the first place.”

Greyhoof blinked. “That makes no sense. If this is the same book I remember, then it contains a great deal of... curious information.” His eyes rested on Twilight's confused expression. “Am I missing something?”

Twilight sighed. “No, it's the book that's missing something. Look.” She opened it and flipped through the tome until she reached the section where the pages had been torn out. “This came from the Princess's own personal collection. Why would pages be missing like this?”

Greyhoof's eyes narrowed when he glanced at the book. “As I've told you before, this is a rare volume. I've seen only one other copy, and that was years ago.” His pupils glinted. “Until now, I believed it to be a work of fiction, but considering which pages have been torn and who it previously belonged to...”

Twilight gasped. “Are you suggesting Princess Celestia did this herself?”

“That is precisely what I am suggesting.” Greyhoof ignored Twilight's shocked expression and continued. “Fortunately for your research, I remember some of what was in that missing section.”

Twilight took a few steps closer to Greyhoof until her face was only a few inches from his. “Well? What was written? What do you know?” she asked.

Regarding her with a wary look, Greyhoof spoke slowly, as if choosing his words carefully. “What was written had led me to believe that it was the work of a creative mind and not that of a historian. But that cannot be true if the Princess removed the pages. I can't say I blame her; she wouldn't want to give you the wrong idea.”

“Wrong idea?” said Twilight, staring deeply into Greyhoof's eyes. “Tell me! This could be the answer I'm looking for!”

Greyhoof recoiled. “I... I really shouldn't be the pony to tell you this.”

Biting her lip, Twilight found herself on the verge of tears. “Please, Greyhoof. I've spent weeks searching,” she pressed, her resolve hardening. “I can't just give up now.”

Greyhoof's eyes smoldered almost dangerously. “Are you absolutely sure? This depicts a much... darker side of the Princess. I'm still not completely sure if I believe it myself.” Greyhoof exhaled slowly. “It could change your perception of her... forever.”

Twilight sat on her haunches much the same way as she had done so often during Celestia's tutelage. “It's a risk I'm willing to take. I must know.” Her voice remained even as she spoke, her determined words making Greyhoof pause.

Twilight waited with bated breath as Greyhoof stared at her, the gears in his head clearly turning. “Very well,” he said at last. “This is the tragedy of King Cosmo the Great. Until today, I had believed it a mere myth. Legend has it that there were three, not two, sacred beings, all an equal mixture of earth pony, pegasus, and unicorn, preordained to rule Equestria. These are, as you know, the alicorns. Essentially, they are immortal beings, though they are not above death entirely. The youngest of the three was Princess Luna, the warden of night. Her task was to oversee the behaviour of the moon and to ensure a long enough night for the day creatures to rest and the nocturnal to prosper. Then there was Princess Celestia, the bringer of light. Her purpose was to govern the days of the land, using her sway over the sun to balance out Luna's moon. She was to provide warmth and prosperity to the inhabitants of the land and to bring fertility to its crops.”

Greyhoof cleared his throat, his gaze intensifying as Twilight hung on his every word. “Last of all was their older brother, King Cosmo. His duty was to sit atop the throne of Canterlot, with all the lands under his watchful eye, to maintain balance between the Princesses and the subjects of the kingdom. Together, the three led the pony tribes through a great many endeavours, freeing them from the oppression of the griffon king, defeating Iniquitus in the Dragon Wars, and even ending Discord's reign of terror. Upon their discovery of the Elements of Harmony and the liberation of Equestria, the three took their rightful places as the possessors of the crown, having overcome the tribulations of their youth.”

“And what became of King Cosmo?” asked an enthralled Twilight, holding her hooves near her mouth.

Greyhoof's face hardened. “This is when our tale takes a turn for the worse. At first, the three ruled in peace and harmony, with the King watching over the land. As the centuries passed, the jealousy of the two sisters grew. Their covetous desires and their greed spurred them to a dreadful deed. Why should they, the divine beings who held sway over the very sun and moon, play second fiddle to their brother?” He paused for a moment to collect his thoughts. “One fateful evening, the King was alone in the castle gardens. Seizing their opportunity to strike, Princess Luna veiled the moon in a thick layer of clouds. In the resulting pitch blackness, they assaulted and overwhelmed King Cosmo. The King, although he possessed great powers of his own, was no match for the joint surprise attack by his siblings, and fell. With the King gone, the Princesses erased his name from history.”

Twilight's jaw dropped. “T-there's no way that can be true!” she stammered. “This doesn't sound like the Princess at all.” She shook her head. “No, I refuse to believe it.”

Greyhoof's eyes fixated on a spot on the floor. “That's about how the story went,” he said heavily. “Take it or leave it. You can now see why I didn't put much stock in it – well, until now.” Greyhoof met Twilight's eyes once more. “If this was merely harmless fiction, then the Princess would've seen no need to remove the pages.”

“No, Greyhoof, I can't accept that.” Her voice still shook slightly as she spoke. “I've known the Princess almost my entire life, ever since I was a little filly. She would never murder somepony in cold blood like that, especially her own brother!” Twilight struck the floor with her hoof defiantly. “Princess Celestia has always advocated friendship, and she leads by example. We can't forget that she showed kindness to Princess Luna in spite of all the evil she did as Nightmare Moon.”

Greyhoof shrugged. “You may be right. You've known Princess Celestia for a long time, whereas I've never had the honour of meeting her,” he shot Twilight a cautionary glance, “but this cannot be blindly ignored.”

Twilight raised a hoof as she prepared to offer a response, but the arrival of Spike, breakfast in hand, cut the discussion short. Twilight's stomach rumbled loudly when she spotted the food-laden tray, reminding her of the mistake of not eating anything at the party. Digging into the food with a vengeance, the unicorns demolished it in a matter of moments.

“I'd forgotten how hungry studying makes me,” said Greyhoof gingerly. “I don't know what that was, exactly, but it sure hit the spot.”

“Sometimes with Spike's cooking, I don't want to know,” giggled Twilight. At this, Spike humphed loudly and picked up the tray of empty dishes, returning to the kitchen. “Aww, Spike, I loved it, honest!” Twilight called after him.

“I need a raise,” muttered Spike as he disappeared around a corner, tearing off his heart-emblazoned apron and tossing it on the floor.

Upon Spike's departure, Twilight hung her head low. With the distraction of a hot meal gone, the unsettling words of Greyhoof's story returned in full force. She tried to push even the notion of Celestia doing such a horrible thing out of her mind with every fibre of her being, but the missing pages loomed large in her thoughts. On her rare trips into the Princess's private library, she always remembered how perfectly maintained it was. Surely the Princess would never allow such harm to come to a tome as precious as this one. Even if it was an accident, the particular section of the book that was missing was far too convenient.

Greyhoof knelt down by Twilight with a slightly flustered expression. It was almost as if he wanted to comfort her, but was unsure of the manner in which to do so. “Look, Twilight, just forget about this whole mess. I really should've kept my mouth shut. I think I'd like to go for a walk. Why don't we go to Sweet Apple Acres once I return, after you've had some time alone to think about this?”

“But...” Twilight was silenced by Greyhoof softly raising a hoof to her mouth.

Greyhoof offered as comforting a smile as he could manage. “I'll be back in about an hour and we can discuss this further. Please, just try to relax.”

Twilight nodded glumly at Greyhoof, who brought himself to his full height. His horn shimmering slightly, Greyhoof gently let himself out of the library, Twilight blankly staring after him. The door closed behind Greyhoof with a soft click.

Twilight had barely moved from her place on the floor when Greyhoof left the library. Poring through book after book, she fruitlessly searched for something, anything that could possibly disprove Greyhoof's story. Eventually, her eyes swam out of focus as his words repeated in her head over and over again. The concept of Princess Celestia striking down one of her own siblings was ludicrous to Twilight. Sure, Celestia had done so once before, banishing her sister for a millennium, but she did so out of necessity alone.

How could one as kind, gentle, and wise as the Princess be responsible for such a horrific act? An act that was wrought out of jealousy and malice and not necessity. If Princess Luna once went mad with jealousy, what's stopping it from happening to her sister? thought Twilight, her mind rife with doubt. She suddenly felt a rock hit the pit of her stomach. If King Cosmo really did exist and he really was murdered in cold blood... Then what else is the Princess hiding? Have I really been lied to all these years? Twilight released the book she had been pretending to read, allowing it to hit the wooden floor with a dull thump. Twilight's inner turmoil was interrupted by barely audible rapping on the door.

“C-come in,” stammered Twilight.

The door creaked open, slowly revealing Fluttershy. Once it had opened all the way, she stood in the doorway, rocking back and forth.

“Fluttershy? Are you alright?” asked Twilight, trying to compose herself. “It's okay. I said you could come in.”

Fluttershy took a few cautious steps forward before striding purposefully toward Twilight, her eyes avoiding Twilight's gaze and instead darting from book to book as she moved.

“What's wrong? Can I help you with something?” said Twilight when she saw Fluttershy scanning her books.

“Um...” Fluttershy flinched as if Twilight's query was somehow painful. “Yes. Yes there is.”

“What's the matter? Will some of my books help you?”

“Well, maybe they can. I was wondering if...” Fluttershy's words quickly dissolved into an incoherent sort of mumble as her head drooped low enough for the bottom of her mane to touch the library floor. “Nothing.”

Twilight gave Fluttershy a quizzical look. “So you don't want help with anything?”

Fluttershy shook her head vehemently.

“So... you do want help?”

Fluttershy nodded.

“What do you want help with?”

“Um, I uh... um...” Fluttershy lowered her head.

Twilight sighed. “Come on, Fluttershy. I know something's bothering you.” She rested a hoof on Fluttershy's shoulder.

Fluttershy's only response was a squeak accompanied by a shudder.

“Spit it out,” ordered Twilight sternly. “I know you have trouble with this sort of thing, but keeping it bottled up isn't the answer.”

Fluttershy eventually raised her head and looked directly at Twilight. “Rainbow,” she whispered.

“Oh, is that what this is about?” asked Twilight as understanding began to dawn on her.

Fluttershy's mane whipped up and down as she nodded. "I... I need your help to convince Rainbow Dash. She isn't helping me look for the animals. I've asked her as nicely as I could, but she's just being a really big meanie and ignoring me.” Fluttershy gave a quiet whimper. “Well, maybe mean isn't quite the right word... She has been pretty busy with this or that. Maybe I'm the pony being selfish because I'm expecting her to help me.”

Twilight looked at Fluttershy, dumbfounded.

"But the missing animals are just so important. Of course she should help me look for them. But she can't leave poor Scootaloo after promising for so long to give her a flying lesson. So maybe I should wait until she's done... but I have no idea where the animals are..."

Still mystified, Twilight raised an eyebrow at her friend. "Fluttershy, what are you..."

Fluttershy quivered for a moment before unfurling her wings and lunging at Twilight, embracing her and bawling into her shoulder. “Oh, Twilight, I'm just so worried! I've been so worried for days and I can't stop! I know you told me they'd be back, but I just don't think they will! I don't know where they are or what happened to them! I need somepony's help – Rainbow's or yours – but everypony just keeps ignoring me!”

Twilight was taken aback. “I... I didn't know you felt that way. I'm so sorry if it felt like we were ignoring you,” She gently patted Fluttershy on the back. “Rainbow did say that she'd help you out,” she said soothingly. “Remember, a promise is a promise. If anypony sticks by her friends and keeps her promises, it's Rainbow.”

“You're right!” exclaimed Fluttershy, looking up at Twilight with wide eyes. “But... what should I do in the meantime?”

“I'll tell you what,” offered Twilight. “We can look through a few books on the matter. It may help you figure out what the problem is.”

“Oh, no,” said Fluttershy, her mane swishing from side to side as she shook her head. “I couldn't. You're in the middle of studying. You've been in the middle of studying for weeks now. I can't possibly –”

“I think it would be a great idea,” insisted Twilight, trotting over to a nearby bookshelf. “Looking up some animal facts should be a lot less frustrating than trying to learn about what Princess Celestia was like over a thousand years ago.” She began scanning the spines of the books lining the walls with well-practiced speed.

Once she had procured a half dozen titles, Twilight cleared a space on the floor and gave half of the books each to herself and Fluttershy. They started reading, the each one's subject covering a different aspect of Equestrian wildlife, from behaviour, to migration patterns, to preferred diet.

It was not long before Twilight's voice sliced through the silence. “Hang on, I think I've found something.”

Fluttershy instantly looked over at the book nestled between Twilight's hooves. Twilight cleared her throat and started to read it aloud: “Animal Instincts: The Greatest Danger of All,” she began. “Perhaps the most peculiar and rarely seen of all animal instincts, this form of behaviour can occur in all creatures, regardless of species. The exact causes for it are largely unknown. However, it is only triggered when a sense of primal fear that vastly exceeds anything normally experienced is incurred upon them. While the causes may be unknown, nothing short of extreme caution should be observed if it is believed to be happening within the local wildlife. Whatever the threat may be is probably lethal to ponies as well. Such threats should be identified and dealt with or avoided as quickly as possible. The only common sign of this behaviour among the wildlife is mass disappearance. The animals will flee as far as they feel they need to until they deem themselves far enough from the threat to remain safe.”

Twilight looked grimly at Fluttershy when she finished reading. “Fluttershy,” she said, her voice etched with seriousness, “do you think this is what happened to them?”

“I-I-I don't k-know,” stammered Fluttershy, her lip quivering as she stared at the book, transfixed. “I can't be sure.”

“I hope you and Rainbow can get to the bottom of this,” said Twilight. “If you think, even for a second, that what happened to the animals is what was described in this book, come straight to me. It sounds like it could pose a threat to all of Ponyville.”

“O-okay,” said Fluttershy.

“Look, I mean it,” said Twilight. “You came here in a really bad state because you weren't assertive enough. I know you've been working on it, but I'm not sure it was your friends ignoring you. If you think that what the book says is correct, make yourself heard, express your concerns. We'll listen. I promise.”

“Thanks, Twilight. I will.” Fluttershy nodded resolutely and let herself out of the library, flying back to her house at a few feet above ground level.

“That girl,” said Twilight to herself. “I hope she took that to heart. I can't imagine how upsetting it must be to feel ignored all the time.”

Twilight closed the door, continuing to muse. Back to studying. She meandered over to the pile of books that she and Greyhoof had been consulting earlier in the morning. After re-shelving the volumes on animals, she settled down and immersed herself in her studies once again. She became so focused that she failed to hear the sound of the front door opening.

Twilight's head snapped up when she heard loud hoofsteps in front of her, seeing an annoyed Greyhoof. “Sorry I'm late,” he grunted.

“Greyhoof, what's wrong?” Twilight asked, Greyhoof's tone of voice jarring her back to reality.

“I was out in the field and I bumped into Rainbow Dash and a filly called Scootaloo,” said Greyhoof. “I'll have you know that your friend Rainbow seems to enjoy getting into arguments wrought from ignorance and pride at the drop of a hat.”

Blinking, Twilight shook her head as she processed Greyhoof's words. Not wanting to cause her new friend any discomfort, she put on a brave face and pretended to be over the ordeal from earlier this morning. “Wait – argument?” Momentarily forgetting the dull ache in her stomach, she continued. “Rainbow didn't give you any trouble, did she? Normally she isn't like this, but she can be quite brusque at times...”

Greyhoof looked away from Twilight, fixating his gaze on a nearby wall. “Trouble is an understatement. I was merely offering my wisdom during a flying lesson that she was giving to Scootaloo. I lent a hoof and she treated me like an enemy. Is it true that somepony so... churlish wields an Element of Harmony?”

Twilight looked at Greyhoof defiantly. “Don't talk about Rainbow that way! There has to be more to it. What happened? What did you say to her?”

“She started it,” insisted Greyhoof, taking a step back. “I offered that filly friend of hers nothing but help and kindness, and Rainbow threw it back in my face. Fortunately, my methods proved correct and I simply left Rainbow to realize the error of her ways.”

I've got a feeling her side of the story will be different. Twilight tried to get off the subject. “Well, that's something at least, but I hope you can make things up with Rainbow in the near future.”

“Why do you say that?” inquired Greyhoof.

Twilight put her hoof on her muzzle for a few seconds before answering, choosing her words carefully. “Well,” she finally said delicately. “Rainbow and flying can be... a bit touchy at times. Listening to others on the subject has never been her forte.” Her brow furrowed as she struggled to continue her explanation. “That said, Rainbow is a truly brave and loyal pony, and is one of my best friends. If it weren't for her, my friends and I wouldn't be here right now. As far as the whole flying thing's concerned, if I understand it correctly, flying school didn't exactly go over too well with her. I mean, she's the best flier I've had the pleasure of knowing, but...”

Greyhoof nodded as an expression of understanding began to appear. “I see, but expect no apology from me. As far as I'm concerned, she instigated the whole thing. She's not a filly; she's a grown mare. I may reconsider my position on her when she starts acting like one.” He took a quick note of Twilight's expression, her distress from earlier in the morning shining on her face like a beacon. “Hmmm, perhaps I should've been gone a while longer to let you collect yourself.”

Twilight subconsciously backpedaled. “What? I'm fine, honest.”

“You and – Applejack, was it? – said something about a trip to her apple farm today,” offered Greyhoof. “I think the both of us could use a nice, long walk, away from the stuffiness of a library and featherbrained pegasi.”

Twilight perked up. “Oh yes! Silly me, I'd forgotten all about that.” Her horn shimmered. “Give me a second. I'll grab some books –”

Greyhoof shook his head solemnly. “Many a time that I've looked in the mirror, I've seen the face that you wear now. I can put a petty squabble behind me, but you're clearly under a lot of stress.” He threw a hoof around Twilight's shoulder and steered her toward the still open library door. “You need some fresh air.”

“But –” protested Twilight.

“And no books.”

Once both of them had cleared the doorway, Greyhoof shut the door behind them. With Twilight in the lead, they headed across town toward Sweet Apple Acres. The streets of Ponyville teemed with afternoon activity befitting such a wonderful day, and bits of cheerful conversation from those around them reached their ears.

“You know,” said Greyhoof, breaking the silence between them, “it's been a while since I've been in a town this big.”

Twilight laughed. “This big? It took me some time to adjust to how small it is.”

Greyhoof grinned. “Not everypony is from Canterlot.”

“True enough.” Twilight continued to laugh.

Greyhoof looked at Twilight. “So tell me.” He paused for a second to allow her eyes to meet his. “What brings you to a town as quaint as this? I have little doubt your studies would be far more fruitful if you had access to the Royal Library in Canterlot.”

“Friendship.”

Twilight's simple answer caught Greyhoof completely off guard. He stopped dead in his tracks and tilted his head at her in confusion. “Friendship? What do you mean, 'friendship'?”

Twilight turned to face Greyhoof, confusion still written all over his face. “At first, I thought I was living a perfect life. I was the Princess's most prized student. I got to live in the Canterlot Library, home to the greatest collection of books in all of Equestria. With Spike as my assistant, I learned more and more about magic every day, but something was missing...” Her voice trailed off.

Greyhoof gave Twilight a wistful look. “It sounds wonderful. What I wouldn't give –”

“Friendship. Friendship was missing,” interjected Twilight, acting as if Greyhoof had remained silent. “On one fateful day, I read an old mare's tale – like the one you told me – that predicted the return of Nightmare Moon. Naturally, I informed the Princess about what I had discovered immediately. Do you know what her reaction was?”

Greyhoof shook his head as both unicorns resumed walking.

“She dispatched me to this place, Ponyville. The last thing she wrote on her missive was 'Make some friends,'” Twilight recollected. “I didn't understand it at first, either,” she quickly added, noticing Greyhoof's blank stare. “While ensuring that the preparations for the Summer Sun Celebration were in order, I met the five ponies that I have the great privilege of calling my best friends, four of whom you've already met.” Her tone became more stern and dramatic as Twilight began to get into her story. “It wasn't long before Nightmare Moon descended upon us and brought with her night eternal. We rushed headlong into the Everfree Forest to obtain the Elements of Harmony, the only weapon that could be used against her.”

Twilight paused to regain her breath as she spoke more rapidly. “We tried to stand against her, but all hope seemed lost. When Nightmare Moon was moments away from victory, I finally understood what the Princess had sent me to do.” Twilight beamed at Greyhoof as she reached the moral of her story. “To make some friends!”

Greyhoof looked at Twilight, nonplussed.

“You see, Greyhoof, the Elements of Harmony were able to defeat Nightmare Moon, and it was thanks to my five friends that the sixth Element, Magic, was unlocked.” Twilight looked at Greyhoof as understanding slowly started to dawn on him. “It was on that day I realized what friendship really was. I may spend a lot of my time studying, especially lately, but the truth is, I can't survive without friendship.” Staring intently at Greyhoof, Twilight drove her point home. “And neither could Equestria, as it turns out. Twice.”

Greyhoof took a while to form words as he struggled to process Twilight's story. “So, it was something as simple as friendship, and not your exceptional magical talent that defeated not only Nightmare Moon, but Discord as well?” he asked curiously.

“The sixth Element is indeed Magic,” Twilight explained, “but without true friendship, it is powerless.”

“I've... never been in one place long enough to make any friends,” admitted Greyhoof dejectedly. “Once I concluded my business in whatever city or town I happened to be in, I was off to my next destination. When I was a colt, I never really knew anypony besides my adoptive parents.”

Twilight gave Greyhoof a comforting smile. “Well, you're more than welcome to stay in Ponyville for as long as it takes.”

The tips of Greyhoof's ears reddened. “T-thanks,” he stammered. By now, they were well clear of Ponyville. “So... tell me about Sweet Apple Acres.”

“Well...” began Twilight, “it's a farm.” This earned her a facehoof from her friend. “Some of the best apples in all of Equestria are grown there. I’ll warn you, after trying some of the products they make, you probably won't ever want to leave Ponyville.” As she talked, Greyhoof looked back at the path they had trodden, distracted by the faint sound of hooves behind them. “On top of that, the Apple family is the nicest bunch of ponies you'll ever meet, though Applejack is the only one at the farm, currently.”

“Isn't that her now?” asked Greyhoof.

Twilight turned around. Sure enough, she could see Applejack galloping toward them, her ponytail mane flapped wildly behind her. When she reached them, Applejack mopped her brow with her hat, panting heavily. Twilight's heart skipped a beat when she noticed Applejack's face was almost as pale as her freckles. “Applejack! What happened?” cried Twilight.

“It's – Rarity,” wheezed Applejack. “I talked with her the other day. She was supposed to come to lunch this afternoon – ya know, to take a break from her dressmaking. She didn’t come, so I went by her house to drag her out here, but she wasn’t around.”

Twilight frowned. “That's hardly unusual. She’s probably out gathering materials for her dresses, or something.”

Applejack shook her head and wordlessly passed Twilight a crumpled piece of paper from inside her hat. Twilight unfolded it and immediately noticed Rarity's hoofwriting. Clearing her throat, she began to read the note aloud: “‘To whoever is reading this, I'm sorry that I'm not in at the moment. I am certain that whoever you are, you must understand how inspiration can be. In case you are unaware, Hoity Toity specifically requested an ensemble of dresses for the upcoming Summer Sun Celebration in Canterlot! Can you imagine it? My dresses, in one of the most important social gatherings of the year! Naturally, I couldn't just whip up any old thing, oh no! What a crime –’” Twilight shook her head in amazement. “You know, Rarity, most ponies just say where they are and when they'll be back in notes like this."

Applejack read along over Twilight's shoulder. “Skip down here,” she said impatiently, pointing to a sentence near the end of the note.

Twilight obliged. “Let's see... ‘And then it hit me. Platinum! Just think of how dazzling it would look! The sun, summoned by Princess Celestia herself, glinting off a fine platinum finish! Now I'm sure you know that it is no easy feat to come by the quantities of platinum I require. That is why I have embarked on an expedition to a cave north of Froggy Bottom Bog.’” Twilight looked up in shock. “What?”

“Keep reading,” grunted Applejack.

“‘Word has it that it is home to a rich platinum vein. With any luck, I'll be back in town at around...’” Twilight scanned the rest of the letter and looked up. “But that's yesterday evening! She's hours overdue!”

Applejack locked eyes with Twilight. “Exactly! She should've been back by now. There's somethin' fishy about that there cave she mentioned, too. If platinum is worth so much, don't ya think them rich Canterlot ponies would've tapped into it by now?”

“Of course!” exclaimed Greyhoof. “There's got to be a good reason for that.”

“A dangerous reason,” finished Applejack.

“Oh no...” gasped Twilight. “You don't think she's...”

Applejack shook her head. “There's no way of knowing until we go there and have ourselves a look-see. At least Rarity left a map to the cave. I got it right here.” She patted her left saddlebag.

“Where is this swamp?” asked Greyhoof.

“Far,” said Twilight glumly. “Far enough away that walking will take too long... I know! We can take my balloon! It's by the Ponyville schoolhouse.”

“Then what are we waitin' for? She might be in trouble!” shouted Applejack, turning to go down the path back to Ponyville.

“Wait!” exclaimed Twilight, stopping Applejack short. She pointed to Applejack’s saddlebags. “We need provisions – some food and water. Who knows how long we’ll be in that cave?”

Applejack nodded. “Yer right, Twilight. I’ll head back to the farmhouse and meet you at the school lickety-split.”

* * *

Twilight and Greyhoof, newly burdened with Spike’s leftovers and plenty of water, arrived at the schoolhouse to find Applejack engaged in earnest conversation with Cheerilee. As they approached, Twilight could see the lines of worry in Cheerilee’s face more easily.

“Finally,” said Applejack, when they were within earshot. “I'll tell ya what, Cheerilee: if everything goes well on our end and Twist is still missin' when we get back, we'll get to the bottom of it.”

Giving Applejack a quick hug, Cheerilee thanked her before beginning the task of rounding up her students.

“What was that about?” said Twilight, watching the schoolyard slowly empty.

“Twist played hooky or somethin’. Hasn’t been seen all morning. Now, how ‘bout we get that balloon flying?”

Twilight brought her companions around the corner of the schoolhouse. Sure enough, she found the balloon right where she left it. With the help of Greyhoof and Applejack, Twilight filled the balloon's envelope with hot air. Soon, they were off, quickly gaining altitude and flying northward through the afternoon sky.

* * *

After setting the balloon on its way to the Bog, Twilight had the opportunity to sit back and take in the view. Even in a situation like this, she could appreciate the beauty of the valley in springtime. Yet as she ascended, what she saw matched more and more closely the setting of her dream two nights ago.

Too many things to worry about. Princess Celestia, the dream, Rarity... There’s only one thing that should be on my mind right now. She shot a glance at her companions. Greyhoof's gaze was fixed on Canterlot, far in the distance. From the look on his face, it was clear he hadn’t flown before. Applejack, in contrast, was staring at the floor of the basket.

Twilight tried to make conversation. “We should be thinking about what we’ll do when we get to the cave. How should we start looking for Rarity? Should we start in the cave? Maybe she ran into trouble in the Bog.”

“‘Running into trouble in the bog’ would probably mean gettin’ jumped by the hydra or falling into the swamp and drowning,” said Applejack, shuddering. “I think it’s best if we just stick with the idea that Rarity’s walkin’ around in the cave, lost somewhere.”

“Rarity may have left some trace of her passage if she made it into the cave,” said Greyhoof. “The cave entrance should be the first place we search.”

* * *

Using the map and the letter to find the cave proved easy enough. “A view like this makes navigating effortless,” said Greyhoof, as he directed Twilight to the base of what Rarity had called a mountain but which was more like a rocky hill. All that remained was the trek up.

This isn’t going to go well, thought Twilight, as she eyed the path, or lack thereof, up to the cave.

She was right. Soon, Greyhoof and Applejack were standing impatiently at the cave mouth, neither looking like they'd broken a sweat, as Twilight took step after agonizing step to reach them.

“You should come applebuckin' with me sometime,” said Applejack, as Twilight reached the top and collapsed into the dirt. “It makes little hills like this a cinch.”

“Little. Ha ha. Very funny.”

Greyhoof shrugged. “I'm used to it. Traveling around Equestria turns out to be a pretty good stamina builder.”

Applejack smiled at Greyhoof. “I didn't think unicorns were known for strength.”

Greyhoof laughed, the sound reverberating in the cavern in front of them. “In my opinion, one must sharpen both body and mind in order to truly become proficient in the magical arts.”

“Can – can we – wait just a few – more minutes – please?” pleaded Twilight as she spotted Greyhoof and Applejack taking a few steps forward.

They waited for her. Twilight took the opportunity to look at her surroundings as she rested. She couldn’t see far into the cave, which sloped downward sharply. Outside the cave, rocky crags lay to the right of her, with marsh to the left and behind. And in the dirt, about twenty feet away –

“Hoofprints!” Twilight gasped, springing up. “Greyhoof, Applejack. Are those yours?”

“I don’t reckon,” said Applejack, as she came over. “I don’t think either of us went over that way after we got to the top.” She took a closer look at the prints. “These are a mite smaller than mine, and I think… yep, smaller than Greyhoof’s too. Rarity made it to the cave, looks like.”

“No time to lose, then, yes?” said Greyhoof. “Let’s get going.”

They of them entered the cave. The sound of their hoof-falls echoed off the walls as the dark cavern seemed to swallow them. Twilight shivered as a few drops of water fell on her from the ceiling.

“Hey, that was my hoof!” exclaimed Applejack a while later.

“Sorry,” said Twilight, “I can't see anything in this blackness. I’ll just...”

Greyhoof lit his horn, illuminating the cave around them. “There.”

Twilight turned to face the group. “Thanks, Greyhoof.” She nodded. “Right. What do we do now?”

Applejack peered down the cave's path. “Only one way down, looks like. No reason not to just keep walking until we get to a fork.”

“Uh, right. We’ll just... keep walking, then,” Twilight concluded lamely.

The ponies proceeded through the long, winding route, their progress aided by the constant downward angle of the tunnel.

“Just how far down does this thing go?” said Applejack some minutes later.

“A while yet, I'd imagine,” replied Greyhoof. “Platinum is, after all, a precious metal. Generally, precious metals are found within subterranean rock,” he said almost mechanically. “One would assume, therefore, that if a platinum deposit really exists, these caverns will extend far underground.”

Applejack kicked a loose stone in agitation. “Fantastic.” An uneasy silence followed. “There's just something about this cave... I don't know what, but I don't like it. It just don't feel right...”

Twilight would have offered some words of comfort, but what Applejack said reflected her own feelings of foreboding. She looked in Greyhoof's direction. Twilight was hardly surprised to see that his expression had changed very little and took a modicum of comfort in how calm and collected he appeared. When she looked into his eyes, though, that comfort was quickly dispelled: the twin orange orbs flickered wildly like a candle that was about to be snuffed out.

Twilight remained silent, hanging her head a few inches lower than normal as the ponies journeyed onward. During their descent into the mountain, the clopping sound made by their hoof-falls was their only companion. As they walked, she noticed the air becoming thick and damp. Moisture gave the rocks a slick appearance and drops of water coalesced and fell from the ceiling. We’re under the bog, I guess.

After what felt like hours, the path leveled off and opened up, revealing a vast cavern with numerous tunnels many times larger than the one they had been trudging through.

Twilight was unable to suppress a loud gasp. “I can't believe such a place has been here all this time without us knowing.”

“Whoa nelly...” breathed Applejack in amazement. “Ya could fit the whole barn in here, no sweat... Where to now, Twilight?”

“We just need to pick any tunnel, I suppose. Why don’t you choose?”

Applejack frowned as she looked at each passage one by one. “Well... I think –”

“No,” stated Greyhoof flatly, his interjection silencing her.

A few seconds passed before the silence was broken. “Uh... beg pardon?”

Greyhoof turned to face the mares, the fire in his eyes rekindled. “That would be an asinine course of action.” He maintained his characteristically flat tones as he spoke. “First, we will mark our location using loose stones; there's no telling how many of these paths double back on themselves. I for one will not spend the rest of my days navigating this maze.” Greyhoof's horn shimmered as over a dozen rocks of various sizes floated toward the cave mouth that they had come from and arranged themselves into a sort of crude statue. “Next, we will –”

“Now hang on just a second!” cut in Applejack. “Who died and made you king of Equestria?”

Greyhoof stiffened momentarily before resting his blazing gaze on Applejack. “If you stopped to think for a moment, you'd realize it would be wise to heed my words.” He stared determinedly into her eyes until her continued silence was assured. “Now, we shall test these tunnels systematically. Each time we encounter a cavern such as this one, a similar marker will be erected to mark our progress. With any luck, we'll find what we came for.”

Applejack simply stood there and spluttered furiously. Twilight blinked in surprise and shook herself. “I can see your reasoning, but –”

Greyhoof raised a silencing hoof in Twilight's direction. “No, Twilight, this isn't the time. Something's giving me the feeling that it isn't completely safe down here. It would behoove us to make this trip as short as possible.” Greyhoof began walking toward the leftmost tunnel. “We will try this one. Now.” He led the way, and, after a pause, Twilight and Applejack reluctantly followed.

Twilight had never seen this side of her new friend before. On one hoof, she couldn't deny the cold logic of Greyhoof, but his approach conjured up many unpleasant feelings deep within her. Now I can see why he and Rainbow would have had their differences. As she thought back to the last few days, more troubling instances of Greyhoof's unpleasantness came to mind – his treatment of Pinkie Pie during the party, for instance. Is this really who he is? She felt sick to her stomach as they continued to walk, the inner turmoil stirred up by Greyhoof's outburst refusing to be silenced.

Twilight was suddenly struck by a burst of insight. Maybe this is just a result of dedicating his life to study. If I had stayed cooped up with my books and hadn't ever come to Ponyville, is this how I would have turned out? She gave Greyhoof, still leading the way down the tunnel, an empathetic look that he couldn't see. Her heart was filled with a sudden resolve to teach him the same friendship lessons she had learned what felt like so long ago. Princess Celestia always taught me to try to find the best in everypony. I'll do more than that. I'll show Greyhoof the best in him.

In silence, they moved forward through the winding tunnels. More than once they came to a place where three or more passages met, and more than once they found that a path had led them in a circle or a dead end. The rocks they laid showed them the ways they’d already been, as well as the way to the surface. As the hours passed, the passages were eliminated one by one. They kept walking, until –

“Wait a sec.” Applejack stopped in her tracks, her ears perked. “Y’all hear that?”

Twilight froze, straining her ears, at first hearing nothing but the fading echoes of their hoof-falls and the dripping of water all around. Something in the distance lay at the limit of what she could hear – an indiscernible something which grew into an unmistakable sob.

“It’s her,” breathed Twilight, not bothering to wait for anypony’s lead as she took off down the passage.

It didn’t take long for them to find Rarity. She sat in the middle of a tunnel, mane filthy, head in hooves, only reacting to the light of Greyhoof’s horn when they were less than fifty yards away. She stood up, knees shaking, only to be knocked back down by Twilight’s tearful embrace.

Applejack had no tears to shed. “What – were – you – thinkin’?” she said through gritted teeth, emphasizing each word with a firm poke in the ribs. With Twilight locking her down, Rarity could hardly defend herself. “Goin’ out to Froggy Bottom Bog, alone. Goin’ spelunking in a strange cave, alone! Why, you coulda broken a leg, or been eaten, or... or...”

Applejack ran out of steam, turning away. Behind them, Greyhoof pawed the ground impatiently.

Twilight let Rarity out of her grasp. “You’re probably famished. We brought some food and water. I’ve got some sandwiches, and Applejack brought...” She opened up Applejack’s saddlebags and peered inside. “Didn’t you pack anything besides apples?”

Applejack shrugged. “What more d’ya need?”

They ate together, waiting for Rarity to find her voice and tell them what had happened. Finally, she began to string sentences together, her voice hoarse. “Thank... thank you, all of you.” She took a big bite out of an apple. “I got lost down here almost immediately. I didn’t know right from left, and I just kept moving forward, trying to make my way back out. But then, I found this on the floor of this tunnel.” She opened up her bag and brought out a small nugget. “Exactly what I was looking for... and it meant that I wasn’t anywhere close to the entrance. I was hungry, thirsty… I just laid down right here and felt sorry for myself.” She made a face as she remembered. “I can’t believe I gave up, just like that!”

She turned to Applejack. “I’m sorry I didn’t ask for help. You all just seemed so busy, Twilight with her studies, you with the farm... I just didn’t want to be a burden.”

She caught Greyhoof’s blank stare. “You came along to rescue me, but I don’t think I know you. Have we met?”

“No, we have not. My name is Greyhoof. I’m happy to meet you, since that means we can finally get out of this cave. Are we all ready to head back?” He glared at his companions as if daring them to say no. “If yes, then…”

“Ah,” said Rarity, putting the nugget back in her bag. “I can’t say that I’m ready to leave just yet. You see, I haven’t got what I came for.”

Applejack, Twilight, and Greyhoof stared at her blankly. It took a while for her meaning to sink in.

“You’re kidding, right?” said Twilight, speaking for the three of them.

“I’m so close, Twilight!” said Rarity, with a sudden burst of energy that made them all jump. “This cave, this very tunnel, has the platinum I need. It has to be close. There’s no way I’ll leave without it, not after what I’ve been through. How foolish it would be for me to give up now when the goal is right in front of my face!”

Twilight didn’t try to continue the argument. When Rarity was like this, contradiction was futile.

Applejack knew it, too. “We’ll head to the end of this tunnel, and that’s it. We don’t find anything, we go home. Deal?”

“Deal,” said a triumphant Rarity, lighting her horn and setting a quick pace down the tunnel without a backward glance.

Twilight looked after her, mouth agape. “How is she able to keep going after all that?”

Applejack gave Twilight a wry smile. “Apples, Twilight. Like I said, what more d’ya need?”

It wasn’t long before the jaunt further underground bore fruit. Every five minutes or so, the light from Rarity and Greyhoof’s horns struck a small chunk of platinum on the cavern floor. Rarity’s elation grew with each discovery, but Twilight didn't share her feelings. With each step, the cave seemed to grow darker, damper, and more stifling.

Rarity picked up yet another piece of platinum, and when she put it in her bag, it made the noise of metal hitting metal instead of the cloth bottom. “Fantastic! At this rate, I’ll have more than enough to –“

CRACK! Rarity was cut off as a loud noise split the air.

Twilight leapt high into the air; the sound had come from directly beneath the stalagmite that she was resting on. She landed a couple of feet away from it, holding a hoof to her chest and breathing harder than usual.

Rushing to Twilight's side, Applejack threw a comforting hoof around her shoulders. “Are you okay, sugarcube?”

“I think so,” gasped a rattled Twilight. “I think we should get moving.”

Nopony needed telling twice. In moments, the four of them had put considerable distance between them and the stalagmite. They proceeded quickly, but cautiously, as if the sound of their hoof-falls upon the rock were somehow responsible for the noise.

CRACK! It was even louder this time.

“D-did you hear that?” stammered Rarity.

“Um, yes?” muttered Applejack, no less shaken up than the rest of them. “I knew somethin' wasn't right,” she whispered in a barely audible voice. “I... I don't think we're alone...”

The four ponies looked at each other, their eyes widening in fear. Twilight took an inadvertent step back, the thought of somehow being watched causing her to recoil reflexively. Another crack, the loudest of them all, came from directly under where Twilight was standing. Before she could react, the floor broke from beneath her hooves and a large, clawed hand connected to a massive, muscle-bound blue arm shot out of the ground. The hand was so huge that it encircled Twilight's torso with ease and yanked her down the hole.

“HELP MEEEEEEEEEEEEEEEE!” screamed Twilight as she was violently pulled away from the group, her shout trailing off while she was dragged down the new passage at an alarming speed.

“Twilight!” cried Applejack, Rarity, and Greyhoof in tandem as Twilight disappeared into the dark abyss below.

Chapter III - The Masticore

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Chapter III
The Masticore
===============

The deafening sound of falling rocks in the tunnel below created by the creature masked Twilight's cries within seconds. “I'm comin, Twi!” yelled Applejack. Before anypony could stop her, she dove headfirst into the hole.

“Applejack!” cried Rarity in alarm, peering as far as she dared into the hole. She turned to face Greyhoof, desperation written on her face. “What do we do?”

“We go in after them,” said Greyhoof earnestly. He took a step toward the hole and prepared to leap in after Applejack, but paused when he noticed that Rarity was frozen in place. “Well? What are you waiting for?”

Rarity blanched. “Surely you're not suggesting we charge headlong after them?” she babbled. “No, no, no, no, no! We need a plan, a strategy, something!”

Greyhoof glared at Rarity, his burning eyes causing the mare to flinch as they bored into her own. “There's no time!” he shouted, his voice reverberating around them. “If that creature is what I think it is, both Twilight and Applejack are going to die if we don't get moving.”

Without another word, Greyhoof followed Applejack's lead and plunged into the tunnel, leaving Rarity alone in the cavern. She bit her lip and frantically looked around her, the light provided by Greyhoof quickly disappearing down the tunnel below. Rarity's expression hardened with resolve as she closed her eyes – not that it made any difference in the pitch-black chamber – and jumped.

Rarity plummeted down the long, wide tunnel, reaching unknown depths beneath the surface. Just when she was sure that the steep tunnel would never end, she shot out of it and landed hard on her rump in the middle of a massive cavern. She slowly got up and gingerly rubbed her bruised rump. Noticing a faint light in the distance, Rarity galloped toward it as quickly as she could.

“Wait for me!” she yelled, chasing the light as it rounded a bend in the tunnel. It wasn't long before she had caught up to Greyhoof, who had halted to allow Rarity to catch up. “Where's Applejack?” she panted.

Greyhoof's eyes flicked deeper down the passage before them. “She must've gone ahead of us. Hurry!”

Rarity and Greyhoof charged down the tunnel at top speed until they heard the sound of another set of galloping hooves. Not too far ahead of them, Applejack came into view, her pace slowed by the lack of visibility. Quickening their pace, they soon fell into step with her.

“'Bout time y'all caught up,” greeted Applejack gruffly. “There's no time to waste! That creature could be doin' who-knows-what to Twi!”

Greyhoof looked at Applejack as he drew parallel with her, his eyes ablaze like wildfire. “Did you catch a glimpse of the creature that took Twilight?”

Applejack frowned as she continued to stare determinedly ahead. “Not really, but I saw it going down this tunnel. I was tryin' to follow the light from the torch in its mouth, but it got too far ahead.” She paused for a few seconds. “I don't know what it was, but it was big. Very big.”

Greyhoof looked grim. “I have my suspicions. If they're correct, making it out of here alive will be no simple task.” He quickened his pace, galloping faster than even Applejack. “Well, I think we now know the reason why the platinum veins within this cave have remained untapped for so long.”

“Yes,” gasped a wide-eyed Rarity, forcing the words out between breaths, “that's why the tunnels are so huge!”

A faint scream in the distance interrupted their haphazard conversation. Greyhoof's ears stiffened. “Hold on, Twilight!” he shouted. “We're coming!”

Rarity, Applejack, and Greyhoof noticed a new light source flickering ahead of them. As the passage took a sharp turn, Rarity beheld a sight that caused her to let loose what would've been a scream, but her fear was so great that only an almost inaudible squeak escaped her throat. The three ponies came to a grinding halt inside the largest cavern they'd entered yet, blazing torches, ringing the walls.

A pair of immense clawed hands clutched a stone mound in the centre of the cavern – the same hands that had snatched Twilight. “So, the prey seeks the predator...” boomed the creature. “A most intriguing, yet delicious reversal of roles.” Its long, blue scorpion-like tail swished from side to side, its burnished gold stinger that matched its claws glinting in the torchlight.

“I... I know what you are...” said Greyhoof, his voice shaking. “You're a masticore!”

Applejack looked uneasily at Greyhoof. “A what now?”

Greyhoof didn't take his eyes off the three-mouthed lion's head while he responded to Applejack, staring intently into its blood-red eyes. “It is a distant cousin of the manticore, but I would rather have found a whole nest of manticores than one of these,” he said. “Their existence was supposed to be nothing more than a myth. In the old stories, ponies who did not run away were usually crushed, stung, or eaten.”

The masticore huffed in amusement. “It would seem that you are more knowledgeable than the average pony.” Greyhoof cautiously edged his way to the right as the masticore spoke. “A pity it won't save you.”

“Twilight!” shouted Greyhoof as he spotted her far behind the masticore, bound to the far wall of the cavern with a crude piece of rope that hung around her neck like a noose. “What have you done to her?”

The masticore licked its lips with two of his mouths while speaking with the third. “She will be of no use to you.”

Rarity gulped and darted behind a small rock, trying to get a good look at Twilight from her tiny piece of cover. Being the only one to stand her ground, Applejack glared at the masticore defiantly, as if she could intimidate the much larger creature. “You. Let. Her. Go. Or. Else!” she threatened through gritted teeth.

The masticore laughed. It was a deep rumbling sound that felt like it shook the entire cavern. “Or else what, my little ponies?” All three of its mouths now bore the same feral grin. “It has been far too long since I have had fresh meat.” Its burnished gold lion's mane ruffled. “I shall savour this meal.”

In a flash, the masticore lunged forward at Greyhoof. Reacting in the nick of time, he ducked a deadly swipe of its claws. The masticore thrust his stinger at Greyhoof with lightning speed. With little chance of dodging in time, Greyhoof projected a small barrier of light blue energy. The stinger bounced off the magical shield, striking the floor beside him, loudly splintering a rock. Gritting his teeth, Greyhoof's horn shimmered once again as he began to muster his powers offensively. His foe was too quick; as soon as the masticore spotted the energy coalescing around Greyhoof, it viciously backhanded him in the side of the head. The blow sent Greyhoof crashing heavily into the wall of the cavern.

The masticore raised one of its hands, preparing his coup de grace, all of its mouths sneering triumphantly. Applejack's eyes widened in desperation as she charged toward the fight. When she came within a couple of feet of the monstrous creature, she spun around and kicked it in the stomach with both of her hind legs with enough force to fell a large apple tree. The blow merely caused the masticore to sway slightly to the side, grunting with pain as it turned its attention to Applejack.

Although her attack had barely left a mark, it had served its purpose. Using the lapse in the masticore's concentration, Greyhoof stood back up and prepared his counterattack, coughing up blood as he did so. The few seconds of buildup that he required passing by undetected. The masticore charged at Applejack, but before it could strike, it found itself enveloped by an immense field of magical energy. Despite Greyhoof's best efforts, it was only enough to slow the beast.

“Rarity, don't just sit there, do something!” Applejack shouted as she readied herself for another charge.

Rarity, looking on in horror from behind her small rock, stood paralyzed with fear. Her friends were in danger and she had no idea how to help them. Greyhoof's magical capabilities far exceeded her own and they proved to be more of an annoyance than an actual threat to the blue behemoth. Even Applejack's might, wrought from years of applebucking, could hardly even faze the creature. What could she possibly do? Her fear turned to panic as she saw the masticore turn around and slowly make its way toward Greyhoof, drawing closer inch by inch.

“I – can't – hold – it – off – forever!” grunted Greyhoof. “Free – Twilight!”

Shivering, Rarity gulped audibly. “Okay, here goes nothing!” she told herself before galloping full-tilt across the chamber. She may not have been able to help, but if there was anypony capable of tipping the scales in their favour, it was Twilight. Rarity leapt to the wall where the rope hung. Igniting her horn, she sliced through the bonds like a knife. Twilight's eyes remained closed.

Rarity shook her. “Twilight! Twilight!” Then she noticed the sizable cut on her side. “Oh, Twilight, what happened to you?” Tears began welling up in her eyes when she saw that Twilight wasn't moving. “This is all my fault! If I hadn't insisted we come down here to get my stupid platinum, this would never have happened!”

Twilight's eyes fluttered slightly open. “R-Rarity?” she mumbled. “That you?”

“Twilight, you're okay!” Rarity hugged her fiercely.

Twilight looked at Rarity weakly. “Stung,” she said. “Stung me when it took me. Can barely move...”

“We need your help!” urged Rarity, helping her friend to her hooves. “Greyhoof's magic alone isn't enough. I mean he's quite good, but he's no ursa-defeating unicorn like you are!”

Twilight steadied herself and looked over at the masticore as he drew closer to Greyhoof. She closed her eyes and reached for her reserves of power, but found nothing there. “My – my magic!” she cried in alarm. “Gone!”

It was all Rarity could do to prevent herself from fainting. “Gone? What do you mean, gone?”

Suddenly, Twilight collapsed, clutching her side in pain. “The sting! Something inside of me – sapping my strength –” Twilight winced. “Rarity... it's all up to you...”

Rarity closed her eyes and clenched her teeth as she concentrated with every fibre of her being. She began to feel the power welling within her, but as she drew near the limits of her reserves, her heart sank. This... isn't anywhere nearly enough... what can I do? she desperately thought. She opened her eyes and saw a ball of light blue energy crackling from the tip of her horn. Frantically scanning the chamber, Rarity's eyes fixed on a sizable boulder on the other side. Focusing her energy, she manipulated the loose magic and used it like a lasso. The boulder hurtled across the cavern, directly at the masticore's head. It was unable to evade the rock or ready a defense – thanks to being still encumbered by Greyhoof's spell – and the boulder struck home, splitting into dozens of pieces from the impact. The masticore cried out in pain as its ability to resist Greyhoof's magic was momentarily cut, allowing the spell to tighten its grip like a vice.

Greyhoof continued to maintain his spell, his face drenched with sweat from the exertion. “Strike now, Applejack, while it is weakened!”

Applejack didn't need to be told twice. She barreled at the masticore, her eyes narrowed with determination. Leaping into the air, she spun around and delivered a tremendous blow with her back legs. It proved too much for the masticore. Aided by Greyhoof's magic, the attack sent it flying into the wall beside him, creating a great spiderweb of cracks originating from the point of impact.

Exhaling loudly, Greyhoof released his magic, closing his eyes as he tried to recover from the immense strain. Shaking himself, he opened them again and spotted another passage leading out of the masticore's lair. “Quickly, take Twilight and go down that tunnel!” he commanded, pointing to it. “I'll hold it off!”

Carrying Twilight on her back, Rarity trotted to where Applejack was standing. “You... you have to come with us,” Twilight implored.

“That can't happen!” Greyhoof countered. He pointed at the fallen masticore, who was slowly clawing its way back to its feet. “This battle is far from over.”

“Then let us all fight it, together, as friends!” pleaded Twilight, sliding off Rarity's back and trying to stand on her hooves. She would have fallen from the effort had Applejack not caught her.

Greyhoof shook his head solemnly. “You are in no condition to fight,” he said, his voice almost unnervingly calm. He turned around and looked at Twilight, his eyes smoldering like a bonfire that had recently been doused. “You can't even stand up on your own, let alone run. You'll need to be carried, and Rarity will have enough trouble running on her own without additional weight. Applejack cannot possibly stand against such a creature without magic. I am the only suitable candidate to remain behind.” He looked down at the ground with regret. “Besides... it was I who said that we come down this particular passage. It is only right that I'll be the one to buy you time.” Greyhoof spun around as he heard the masticore growl ominously behind him. “What are you waiting for? Get out of here! NOW!”

Applejack lifted Twilight on to her back and turned around, facing the tunnel that Greyhoof had indicated. “Ya heard him...”

“What?” cried Twilight and Rarity in protest.

“We can't just leave him!” shouted Twilight, flailing weakly from atop Applejack.

Applejack blinked back tears as she galloped toward the tunnel, Rarity following close behind her. “We've got no choice!”

As the three ponies reached the entrance to the new tunnel, Rarity yanked one of the blazing torches from the wall and they took off. The steadily fading sounds of combat could be heard above their loud hoof-falls as they galloped down the immense passage. The whole time, Twilight had her face buried in her hooves and was quietly sobbing. “G-Greyhoof...” she choked, her voice muffled by her own hooves.

Twilight continued to ride on Applejack's back while she and Rarity put as much distance between themselves and the masticore as possible. A combination of guilt and the masticore's venom made her writhe in pain. I can't believe we abandoned him... If he couldn't defeat that... that thing with our help, then what chance does he stand on his own? What kind of a friend am I if I just left him to die? Applejack and Rarity came to an abrupt halt, cutting into her miserable thoughts. Twilight lowered her hooves to see what had caused them to stop, and when she did, her jaw fell open.

Rarity smiled for the first time in hours. “Platinum!”

“There – there's gotta be enough of the stuff to decorate all of Canterlot!” said Applejack in a awed, hushed tone.

“This must be the masticore's hoard!” Rarity squealed in delight. “It's so beautiful! Look, there are even piles of it just laying here! I don't even need to mine them!”

“Well... you've got what you came for...” sobbed Twilight.

Rarity's smile vanished. She opened her saddlebags and took all the platinum she needed from the masticore's hoard. Rarity had achieved what she had come down here to do, but now she felt like she was robbing Greyhoof's grave. It only took Rarity a few seconds to fill her bags and fasten them shut once again. She motioned toward another tunnel leading out of the chamber. “Let's get out of here.”

Applejack patted Twilight gently, trying to bring her out of her grief. “Look, sugarcube, Greyhoof did what he felt was right. Who knows – maybe he's got a plan to make it out or somethin'.”

Twilight gave Applejack a hug made awkward by her position on her back. “I hope you're right...”

Applejack eyed Rarity's saddlebags suspiciously. “Ya ain't gonna be able to move too quickly with those.”

“Well, hopefully I won't need to,” said Rarity, picking up the torch once more. “Now come on!”

Once again, the ponies were off, moving as quickly as they could, considering their heavy burdens. The dreary tunnel stretched on for what seemed like miles, its twists and turns masking its true length and direction. Eventually, they came upon another huge cavern, this one riddled with other tunnels.

“Which one do we take?” Applejack scratched her head.

“Try to find one that goes up. With any luck, it'll lead us back up top,” Twilight offered.

Rarity was already scampering to a nearby tunnel. “Excellent idea, Twilight!”

Applejack and Rarity split up, poking their heads into tunnel after tunnel, none of which seemed promising. Eventually, Rarity cried out in triumph. Applejack rushed over to where she was standing, and sure enough, the tunnel before sloped up sharply. Their progress was considerably slower than before, which was understandable given the addition of the incline to their heavy loads.

It was not long before Twilight voiced what they had all been thinking. “I hope Greyhoof made it...”

“Didn't he say he's spent his whole life roughin' it and studyin' magic and whatnot?” Applejack asked with as much optimism as she could. “That's gotta count for somethin', right?”

Twilight shivered involuntarily. I hope Applejack's right... she thought gloomily. But I can never forgive myself if he can't escape. What kind of plan could he possibly have? If he gets hit even once by that stinger, he's done for. Twilight shivered again. She couldn't explain it, but the thought of losing Greyhoof – a pony whom she had just met – conjured up feelings deep within her that she had only felt once before. This... this is just like what I thought I had lost all of my friends forever at the hands of Discord... She cherished all of her friendships greatly, and despite the short amount of time they'd spent together, this one was no different; for the first time in her life, she had met a pony that was every bit as magic and knowledge obsessed as she was. Not only were their interests nearly identical, she even found a bit of herself in him. Or rather, what she might have been in five years had she not experienced the magic of friendship. It was then she realized that not everypony was as lucky as she was to have somepony as wise and gentle as the Princess to give her a push in the right direction.

“It feels like we're rats in a maze,” whined Rarity some time later.

They'd lost track of time in the tunnels, the monotony of their trek occasionally broken by a cavern with yet more tunnels. Even Applejack ignored Rarity's complaint and pressed on as if nothing had happened. On and on they trudged, through tunnel after tunnel, cavern after cavern.

“We're going to die in here, aren't we?” said Rarity in despair after entering what felt like the twentieth new cavern.

Die... The word deeply resonated within Twilight. I've left him to die. She felt as if this thought had been branded into her with a white-hot iron. If she made it through this alive, when would she forgive herself for what they had done? Could she forgive herself? I'm lauded as the Element of Magic, forged from the power of friendship. How can I embody the magic of friendship after what I've done? How can I call myself a good friend? Twilight felt the bitter taste of bile in her mouth. She spent the next several minutes picturing scenario after scenario of Greyhoof fighting a hopeless battle against the masticore, each ending in a death more gruesome than the last.

Twilight was once again consumed by her thoughts, completely oblivious to her surroundings and the bumpiness of riding on Applejack's back. In spite of the relative comfort of her method of transportation, Twilight's coat was matted with sweat. Whether it was feverish symptoms brought on by the masticore's venom or the stuffiness of the tunnels, she did not know. Eventually, Rarity's wail of despair jarred her back to reality when they entered yet another large cavern.

“Oh, be quiet,” Applejack muttered barely loud enough for only Twilight to hear.

Twilight would have normally reprimanded her friend for her almost silent outburst, but she felt far too addled to worry about such things. Sliding off Applejack's back, Twilight hoped to relieve her of her burden, at least for a short while. “I'm not sure how much further I can make it,” she said a few minutes later. The masticore's venom was steadily sapping her strength, causing her to feel lightheaded. Twilight suddenly tripped over a pile of rocks near the entrance to one of the tunnels. She stared at it for a moment, refusing to believe what she was seeing. “Girls, come quick!”

Applejack rushed to her side, helping her back to her hooves. “Are you okay, sugarcube?” she asked with concern.

“What is it?” inquired Rarity, joining the other two ponies.

Twilight pointed to the familiar pile of rocks. “Look!”

Applejack's eyes widened. “Is that?”

“It is!” Twilight smiled and would have fallen over if Applejack hadn't caught and steadied her. “We've almost made it!”

Applejack lowered herself, inviting Twilight to climb onto her back. “I think it'd be a good idea if you let me carry you again, Twi.”

Twilight nodded gratefully and silently got back on. When Applejack was sure she wouldn't fall off, she rose to her full height and began trudging back through a somewhat familiar tunnel. The ponies' hearts steadily rose as they drew closer and closer to the end of the seemingly endless tunnels. Finally, when they rounded one final bend, there it was. Light. Glorious, refreshing light. The ponies all blinked as their eyes struggled to adjust to it, despite the day quickly giving way to nightfall. Twilight, momentarily forgetting the poison coursing through her veins, leapt off Applejack and shambled down the mountainside with the others as they rushed toward the balloon with reckless abandon.

Once they reached the balloon, however, Twilight's ailment returned with full force. “Greyhoof...” She collapsed on the ground.

Applejack removed her hat and held it to her chest, her eyes downcast and ears drooping. “I'm sorry, Twi... there's nothing any of us could've done.”

Rarity clambered into the balloon and solemnly removed her bulging saddlebags, setting them on the basket's floor. “Oh, I wish I was even close to as good with magic as you and him...” she lamented.

Twilight struggled back to her hooves, unaided by Applejack this time. “Where are you going?” she demanded of Rarity.

“Home. We need to get out of here.”

“No you don't,” said Twilight flatly. “We're searching.”

“Twilight...” Rarity remained in the balloon basket, her voice pleading. “Just look at the state you're in. You've been poisoned. You can barely even walk. We need to get you to a hospital, Twilight.”

It took almost every ounce of strength Twilight had left to stay standing. She gritted her teeth. “No. Don't you get it? Greyhoof sacrificed himself for us. For you. For your platinum.” She stared down Rarity through heavy-lidded eyes. “We aren't leaving without him.”

Applejack gently put a hoof around Twilight's body, steadying her. “She's right, Rarity.”

Rarity's gaze moved from Twilight's eyes, which were now nothing more than slits, to her legs, which looked to be on the verge of buckling. She cast her head downward as her eyes filled with tears, and she gave a silent nod in acquiescence as she moved to get out of the balloon. Rarity leapt to the ground and landed elegantly beside Twilight and Applejack. Taking a deep breath, she resolutely marched toward the mountain.

“Not that way,” Twilight called after her. “Remember how many tunnels there were? There might be a hidden entrance we missed.”

“Where should we start?” asked Applejack.

Taking a few unsteady steps away from her supporter, Twilight moved toward the mountain. “The base of the path upwards should be a good place to start. Check under foliage first.”

“Do you need me to carry ya again, sugarcube?” asked Applejack.

Twilight stayed her slow but steady course. “I'll be fine.” She looked back at Applejack's concerned face. “Really. Don't worry about me.”

The ponies began circling the small mountain, their search made gradually more difficult by the rapidly fading sunlight until Rarity lit her horn. Their spirits steadily dropped as they came closer to a full circuit of it, with neither another tunnel nor Greyhoof anywhere to be found. The loud chirping of crickets reminded them of just how long they had been on this expedition.

When the balloon came into view, Twilight fell to the ground as if she had been struck. “Greyhoof...”

“It's no use, Twi, we have to get you back to Ponyville,” insisted Applejack desperately. “I know we can't just leave Grey on his own, but you might die if we stay out here too much longer.” Applejack paused for a moment, fighting to hold back tears. “I – I won't lose two good ponies today.”

Applejack helped Twilight up yet again. When she looked into her face, Applejack felt tears roll uncontrollably down her cheeks. The look on Twilight's was not only one of pain, misery, and despair, but one of deep loss. Applejack hugged her and sank to her knees, both of them crying uncontrollably. Rarity only stood in place, staring at the ground.

“So... everypony made it out alright. I'm glad.”

Everypony froze from the sound of the voice. When they looked up, they saw a bright light emanating from the horn of Greyhoof. Choking in disbelief, Twilight wiped away her tears and ran at him, her limbs filled with a fresh surge of vitality. She wordlessly embraced him, waves of relief coursing through her. Greyhoof, taken aback by Twilight's sudden outburst of affection, tentatively returned her embrace, gently patting her on the back.

“Where in the hay did you come from?” demanded Applejack in astonishment. “We thought you were –”

Greyhoof released Twilight and gently levitated her into the balloon. “We need to get back to Ponyville at once. I can explain while we're en route.”

Greyhoof, Applejack, and Rarity climbed into the basket beside Twilight. His horn shimmered as the balloon refilled with hot air and began to climb into the night sky. Breathing a sigh of relief, Greyhoof looked worriedly at Twilight, who had passed out.

Rarity involuntarily took a step back when she inspected Greyhoof, taking note of his appearance. “Oh, Greyhoof, you poor dear! You're hurt!”

“Never mind that now.” Greyhoof looked solemnly at Rarity, his eyes burning like the torches in the masticore's lair. “After the three of you had escaped, the masticore was ready for a second round. Obviously, he was full of confidence now that it was just him and me, not to mention the frustration of having been deprived of a feast. He came at me with everything he had. The slashes of his claws were merely a distraction so he could hit me with his tail. If that thing so much as grazed me, I was finished. It took every trick I knew to evade him.” Greyhoof remained stone-faced during his entire recount.

“Evade him?” asked Applejack, taking a good look at the dried blood matting parts of his coat and various open wounds.

Greyhoof winced in pain. “Evade is a relative term. I wouldn't be lying if I said these gashes hurt a great deal, but they were only glancing blows. If that beast actually hit me even once, I'd have been cut to ribbons.”

“Boy howdy...” breathed Applejack, beginning to realize just how serious the wounds were. “How did ya fend him off? I don't know much about magic or nothin', but ya must've been tired after what you did back there.”

“I was,” said Greyhoof, tearing off a piece of his cloak near his neck and tying it around a particularly large cut. “I think I have you to thank for my life, Applejack.”

“Huh?”

“When you sent the masticore crashing into the wall, I think it gave him a concussion. When the fight resumed, his blows were much less accurate and far more clumsy were at the start of the battle.” Taking a deep breath, Greyhoof continued. “Although I could relatively escape harm – for the moment – he and I both knew that I was no match for him. Left with no other choice, I fled down the nearest tunnel. Unfortunately, all of them are large enough to accommodate a behemoth of his size with room to spare. It turns out that masticores are swift runners.” He allowed himself a humourless chuckle. “When it became apparent that he would overtake me, I did the last thing I could think of. I turned around and blasted the ceiling of the tunnel with everything I had, causing a massive cave-in.”

Rarity gasped audibly and held her hooves to her muzzle. “You could've been killed!”

Greyhoof shot Rarity a regretful glance. “Do you think I had any other choice? Luckily for me, the rocks fell on the masticore and spared me from harm. I highly doubt the beast perished, but at the very least it bought me ample time to escape. I was immediately faced with another crisis: I was completely lost, having galloped headlong down an unknown passage. I made the best time I could, hoping that you had not left without me.”

Applejack looked at the sleeping Twilight and gave her an affectionate smile. “You have Twi to thank for that.”

Greyhoof's expression softened as he allowed a smile to creep onto his lips. “I am most grateful. Now, Rarity, did you at least get what we came for?”

Patting the overfilled saddlebags, Rarity nodded. “There's plenty for the entirety of Hoity Toity's order, with an ample surplus!”

Unceremoniously collapsing, Greyhoof closed his eyes. “Good,” he said, passing out.

Chapter IV - The Path to Recovery

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Chapter IV
The Path to Recovery
===============

Twilight woke with a start, springing to her hooves and looking around wildly. She stood in the middle of Ponyville, each of its colourful structures ablaze. Twilight set off toward the library at a full gallop. What in the wide wide world of Equestria is going on? I have to get Spike out of here! she thought, her mind racing.

A familiar cloud of purple smog stopped her before she got far. Hushed, eerie laughter reached her ears. Her heart beat much faster than normal. Her horn shimmered, but before she could mount an offensive, the cloud sped in the direction of the library. Twilight's eyes widened. Ignoring the flames raging around her, she redoubled her effort to reach the library. Twilight skidded to a halt near Sugarcube Corner when she saw a cream-coloured filly bolting down the street, the smog giving chase.

“You're too late!” whistled the wind mockingly.

Shouting in alarm, Twilight rushed to help the defenseless filly escape from the oncoming cloud. When she drew near, something that felt like a large iron hand closed firmly around her whole body and flung her forcefully into the wall of a burning house. Twilight crashed through the weakened timber and narrowly avoided being scorched by a nearby patch of flames. Staggering to her hooves, she watched from a distance as the smog surrounded the filly and enveloped her entirely, forcibly choking the life from her body.

“Twist!” cried Twilight, a flaming wooden partition crashing down inches from where she stood.

Twilight leapt out of the building, firing a bright burst of magenta at the cloud. It dissipated, leaving Twist's limp body on the ground. Twilight knelt beside the filly and picked her up tenderly, holding a hoof in front of her muzzle to check for any signs of life. Feeling not so much as the slightest breath of air escaping, she slowly set her down, eyes filling with tears.

The purple smog coalesced high above her. “She was the first of many!” The cloud began to sink, bearing down on Twilight. “You are the only one who has the power to stop me, yet you don't use it...”

Twilight looked up at the cloud, her eyes wide with confusion and fear. “What do you mean? Who are you? Why are you doing this? What are you?”

Her torrent of questions was met only with more of the ethereal laughter. “You can prevent this... Destroy the evil one! It is the only way...”

Twilight wanted to scream, but found her breath being caught in her throat as she felt the cloud permeate her. Struggling, Twilight slowly sank to her knees, her vitality fading fast. The laughter grew steadily louder as it slowly forced the air from her lungs.

“Twilight!” She couldn't tell who this new voice belonged to. “Twilight!” The voice again. Her vision began to blur as she felt herself being shaken by an unseen force. “TWILIGHT!”

Twilight let out a startled gasp as her surroundings melted before her eyes. She looked around and found herself in a Ponyville Hospital bed. Fluttershy, Applejack, Rainbow, and Greyhoof were looking anxiously at her. “W-what happened? Where's the fire?” she mumbled.

Greyhoof sat up in a bed adjacent to Twilight's. Sporting numerous bandages, he looked a few shades paler than usual. “You were screaming about something. The only word we could make out was 'Twist'. Are you okay?”

Twilight winced. “Oh, my head...”

“Don't worry, sugarcube, you're safe.” Applejack tried to comfort Twilight, unable to completely keep her voice from shaking.

Rainbow remained at the foot of the bed. “So, what exactly happened, anyway? We came as soon as we heard.”

Opening her eyes, Twilight tried to clear her mind. “It was... a manticore.”

“Masticore,” corrected Greyhoof.

“It grabbed me,” continued Twilight groggily. “I... I tried to fight, but it stung me. I don't remember anything after that...”

“We followed him down into his lair,” said Applejack, picking up where Twilight left off. “We tried to distract it, buyin' Rarity enough time to free Twi, but she lost her magic somehow.”

“Not exactly,” said Greyhoof, ignoring a sigh from Rainbow. “While I am unsure of the exact properties of its venom, I know it is debilitative to such a degree that using magic is impossible.”

“Anyway, we got poor Twi out, and luckily, all of us made it out alive,” finished Applejack.

“Barely,” said Greyhoof, wincing as he lay back down.

Twilight heard a loud squeal as Fluttershy rushed to the bed and hugged her gently. “Oh, you poor thing!”

Twilight patted her on the head. “I'll be alright.”

Greyhoof snapped his head toward Twilight, eyes widening. “What happened? Something caused you to scream in your sleep. Do you remember?”

Twilight's eyes locked with Greyhoof's. “It was a dream, nothing more,” she lied. I can't just tell everypony what I really saw; I don't want to scare them unnecessarily, especially since it might be connected to my first nightmare. It has to be because of this venom. That's it. Once I'm cured, I'll never have a dream like this again, she firmly told herself. “The poison is getting to my head – making me see things.”

“It sounded like a heck of a lot more than 'things', Twi,” countered Applejack, her voice full of doubt.

“W-what exactly is a masticore?” Fluttershy asked fearfully.

“Uh, well, it kinda looked like a manticore,” said Applejack, “except bigger, meaner, and tougher. It –”

“They have three mouthes, a blue coat, and a gold mane,” interjected Greyhoof, ignoring an annoyed huff from Applejack. “Living deep underground, masticores hoard platinum found within the rock. They are so rare, in fact, that many believe their existence confined to that of myth.”

“Not something you'd want to be on the wrong side of,” said Applejack.

Crestfallen, Fluttershy stared at the bedsheets. “Maybe if I was there, I could've talked to him and avoided this whole mess...”

“Yeah!” exclaimed Rainbow, flying a lap around the room before landing with her chest puffed out at the foot of the bed. “You were lucky to make it out alive without us pegasi!” She jabbed at the air with her front hooves. “I'd have shown him not to mess with the Dash!”

“I'm afraid not,” Greyhoof said flatly, clambering out of bed and walking toward Rainbow. “Even your speed and agility coupled with... whatever Fluttershy does... would simply have given the masticore more targets of opportunity. Without powerful magic, fighting such a creature would be a useless gesture. Why, even with my full –”

Rainbow stuck her head in front of Greyhoof's, her face inches from his. “What's that supposed to mean, huh?” she challenged. “You just think you're better than everypony else because you're a unicorn! And look where that got you!”

Greyhoof stared into Rainbow's eyes, his own blazing with greater intensity by the second as he prepared a scathing verbal counteroffensive. But before he could utter any rebuttal, Applejack cut in defiantly. “Now look here, RD! I know you and Grey got off to a bit of a rough start, but –”

Rainbow turned to Applejack angrily. “But what?”

“Calm down, Rainbow,” pleaded Applejack. “I know he can be a bit persnickety sometimes, but he saved our lives. He was even willing to sacrifice himself, just to save us.”

Rainbow's planned retort caught in her throat and she took a step back. “I – I didn't know...”

“We really do owe our lives to him,” coughed Twilight, clutching Greyhoof's front hoof with her own.

Greyhoof looked at Twilight for a moment before staring blankly at the ground. “Rainbow, we had our differences earlier today, but I don't want to fight anymore.” Everypony looked at him. “Something happened in that cave. When I arrived, all I wanted was to study, but then I met all of you. There is something about this place. I can't put my hoof on it, but something about Ponyville and its inhabitants fills me with an irrepressible desire to help everypony I can. I felt it clearly right as the masticore was preparing to kill us all.” Lifting his head, Greyhoof turned to each pony in the room individually. “While I've only known most of you for a few hours, it is clear to me that I have acted poorly. I'm sorry.”

As Greyhoof's words faded into the air, an awkward silence permeated the room. Everypony stared blankly at various points of little interest. Only Twilight's gaze rested on something of note: Greyhoof, who didn't notice her attention. Twilight wore a proud smile, nodding at him. I'm actually getting through to him.

The room's only door swung open on well-oiled hinges, granting a white pony wearing a nurse's hat atop her pink mane, which was tied into a neat bun, entrance. “Out of my way, everypony! Quickly!” She carried a tray adorned with a few simple pieces of food and a mug of unknown liquid.

Bustling past Twilight's friends, Nurse Redheart set the tray down beside Twilight and picked up the mug. “Drink this, dear. It's manticore vaccine,” she said in soothing tones, putting the mug next to Twilight's mouth. Holding a hoof under Twilight's muzzle to steady her, Nurse Redheart gently poured the liquid down Twilight's throat until she had emptied the mug's contents. Twilight spluttered, but swallowed all of the strange fluid.

Redheart dabbed Twilight's forehead with a damp towel before taking a step back and giving her a concerned look. “If you're feeling up to it, please try to use your magic.”

Twilight closed her eyes and gritted her teeth as she attempted to levitate one of the plates on the tray. Concentrating with all her might, she reached deep within her for any scrap of magic she could find, as if she needed to summon enough power to fend off an ursa attack. After a few seconds, she opened her eyes and stared at the plate. It hadn't moved an inch. She looked up at Redheart, who solemnly shook her head.

Redheart looked at Twilight apologetically. “I've never seen a case like yours before. In all honesty, I haven't dealt with a case of manticore venom, although this medicine was supposed to –”

“That's because manticores are entirely different creatures,” Greyhoof interjected. “Your unfamiliarity with the properties of masticores is unfortunate. I doubt you will find anything of use in your medical hoofbooks. Case in point: your use of medicine used to cure manticore venom. However, I can't say I'm –”

“What are you doing out of bed?” snapped Nurse Redheart, eyeing his bandages. “You should be laying down and waiting for the plate of grass and flowers that I'm about to bring you, not telling me how to do my job!”

Greyhoof's nostrils flared, expelling a small puff of steam. “That's hardly what I'm doing. I am simply providing knowledge where there is ignorance.”

“Well then, what do you propose?” huffed Redheart indignantly.

“What about Supernaturals?” suggested Twilight. “There's bound to be something in there.”

Redheart give a disapproving humph.

“It's not what you think,” Twilight defended. “It contains hundreds of obscure natural remedies.”

“Natural remedies?” Redheart's voice was dripping with skepticism. “And what of medical science, hmm?”

Greyhoof turned to Redheart, his glare boring a hole into her. “Medical science surely does wonders for ailments contracted from creatures that it does not acknowledge the existence of,” he quipped. “This book sounds like our best chance.”

Taking a moment to steady herself, Redheart silently ground her teeth. “Very well,” she said reluctantly, “but nothing too funny will be administered to my patient on my watch. Got it?”

“Do you want me to go fetch the book, sugarcube?” asked Applejack.

Twilight gave her a sly smile. “I already sent Rainbow to get it.”

Applejack blinked. “When?” she asked.

“While those two were arguing,” said Twilight. Suddenly, the sound of loud rapping came from the door. “That must be her now.”

“I'll get it,” said Greyhoof. An explosion of balloons and confetti nearly knocked him flat on his back when he tried to open the door.

“Watch where you're going, Clumsy McClumserson!” giggled Pinkie as she stepped around a shocked Greyhoof, carrying a massive box on her back.

“Pinkie Pie...” Greyhoof muttered under his breath, scowling as he got back on his hooves.

“What's in the box?” asked Redheart suspiciously as Pinkie set it on the foot of Twilight's bed.

Pinkie popped open the box to reveal a grand white cake. On top of the cake, there was a crude icing drawing of Twilight, Greyhoof, Rarity, and Applejack standing triumphantly on top of a manticore-like creature with X's where its eyes should have been and its tongue comically sticking out. “It's a congratulations-on-beating-the-big-meanie-masticore-and-get-well-soon cake, silly!” she chirped. “Oh, and on my way here I bumped into Rainbow. She was carrying this.” She reached under the cake box and pulled out the book Supernaturals.

“Excellent!” exclaimed Greyhoof, completely ignoring the cake and yanking the book out of Pinkie's grasp. He hastily flipped through its pages until he found what he sought. “Hmmm.” He turned to Nurse Redheart and levitated the book in front of her. “Do you possess any of these ingredients?”

Redheart's brow furrowed as she skimmed the page. “I don't believe so. Are you sure this will work?”

Greyhoof floated the book beside Twilight. “It's the best chance we have. Twilight, do you happen to know where we can obtain these?”

Twilight shook her head. Greyhoof sighed and let the book drop next to her, the page still open to the treatment of masticore venom. Pinkie looked about ready to burst as everypony was ignoring her cake, even Rainbow, who had just returned. Before she could say anything, Fluttershy took a peek at the book and let out a quiet squeak.

“What is it?” Twilight asked her, suddenly concerned.

“I think I've seen those plants before,” said Fluttershy.

Rainbow flared her wings and peered over Fluttershy's head, looking at the open book. “Where?”

“The Everfree Forest...” Fluttershy whimpered.

“Oh, come on! You're not still afraid of the forest, are you?” sighed Rainbow in exasperation.

Fluttershy took a step back and gulped. “Yes.”

Pinkie whipped out a large knife and cut a sizable piece of cake. Dumping the hospital food off one of the plates, she replaced it with the slice of cake and handed it to Fluttershy. “This will make you feel better!”

“There's no time for cake. Twilight's condition could worsen,” pressed Greyhoof, approaching the door.

Pinkie cut off the section of cake that depicted Greyhoof in icing and zipped in front of him, holding the plate between her teeth, smiling broadly. Greyhoof stared into her wide, puppy-dog eyes for a few seconds. Slowly, a smile cracked on his face and he lifted the piece of cake next to his mouth. He took a nibble of the cake and his ears perked up. On the spot, he sat down on his haunches and began to eagerly gobble it.

Everypony laughed as they each took slices and joined him. While they ate, the past day's perils and fatigue seemed to melt away. Even Twilight's spirits were lifted, her predicament presently forgotten. When the lion's share of the cake had vanished, Fluttershy hugged Pinkie appreciatively before closing the box. “I was wondering if I could keep the leftovers,” she asked her aside. “I still haven't found any of the animals, and I was hoping that maybe this delicious cake might help lure them out.”

Pinkie smiled. “Sure! If you need more, just come down to Sugarcube Corner and I'll bake some for free!”

“Say...” said Twilight, licking a few crumbs off her lips, “has anypony seen Rarity?”

“I think she's working on her dresses, or sleepin', given the late hour an' all,” said Applejack.

Rainbow grinned. “Her loss! There ended up being more cake for me!”

Grabbing a quill and parchment, Greyhoof jotted down the ingredients required for the medicine. “So, where in the Everfree Forest do you think we can procure these?” he asked Twilight.

Twilight frowned. “I don't know, but I do think Zecora will be able to help us.”

Greyhoof arched an eyebrow. “Zecora? That's an odd name for a pony.”

“Well, that's because she isn't a pony at all,” said Twilight, “she's a zebra that lives in a tree deep in the forest. She should have just about everything we need.”

Greyhoof's eyes sparked. “A zebra, you say? There shouldn't be many left in Equestria.”

Twilight held a hoof to her muzzle and looked at the ceiling. “Now that you mention it, she is the only zebra I've ever met. Either way, she's friendly, though maybe a little strange at first. A bit of a loner.”

Rolling her eyes, Applejack gave Greyhoof a playful poke in the belly. “I've sure never met anypony like that before!”

Everypony except Greyhoof chuckled. Greyhoof grinned sheepishly. “Come on, let's get going. There's no time to waste.”

Nodding to each other, the five ponies began leaving the room, one by one, until only Applejack and Greyhoof remained. She turned to Twilight and tipped her hat. “We'll be back with the cure before ya know it, sugarcube. I promise.”

Nurse Redheart moved in front of Greyhoof. “Oh no, you aren't going anywhere – not in your condition!”

Greyhoof sighed. “I would be lying if I said I wasn't in a great deal of pain, but that isn't important right now. The wounds have been properly dressed and will heal easily enough. This mission cannot fail, and my magic may be useful in such a dangerous place. Injured or not, I'm going.”

Redheart reluctantly stepped to the side. “Fine, but if you get yourself in more trouble, don't come crying to me!”

Twilight smiled and waved as Applejack left the room, Redheart closing the door behind her. Once they had left the hospital, Applejack, Greyhoof, Pinkie, and Rainbow briskly trotted toward the Everfree Forest. Before long, they had reached the forest's entrance, its wild trees looming over them ominously.

Greyhoof fell into step behind Applejack and Rainbow, who took point. “So tell me, which way to this zebra's house?”

Applejack set a pace that was a little more brisk than Fluttershy would've liked. “We should get there if we follow this here path.”

“Good. With any luck, we should have Twilight cured by morning.” Greyhoof purposefully stopped, letting Fluttershy, who was at the back, catch up to him. “Why are you afraid of the forest, anyway?”

“Don't you know? Monsters live here!” Fluttershy gasped.

Rainbow took flight and hovered over the two of them. “Of course he wouldn't know! He's only been in Ponyville for a couple of days.” She laughed brashly. “Monsters, schmonsters. Who cares? If that cockatrice tries to attack us, you can just stare him down no problem! I'm sure we can handle anything the forest can throw at us.” Rainbow flew next to Greyhoof. “Oh, and by the way, don't touch the blue plants.”

“A cockatrice lives here?” Greyhoof raised his eyebrows. “Poison Joke I am familiar with, but a cockatrice is a different matter entirely. I did presume that some monsters inhabited it, but not to that degree.”

“Didn't you hear what I said?” Rainbow flew higher into the air and did a somersault. “All Fluttershy has to do is stare it down and we'll be fine! She's done it before.”

Greyhoof gave Fluttershy an intrigued look. “That's reassuring. Many monsters are handled easily enough, as I've read about how to deal with them. The vast majority are well within my power, but magic will do me no good if I'm petrified.”

“Yeah, I'm sure you can deal with monsters easy,” quipped Rainbow. “It's not like you're covered head to hoof in bandages or anything.”

“Masticores hardly fall under the category of 'vast majority',” muttered Greyhoof sullenly.

Despite the reassuring nature of their conversation, the ponies consolidated and formed a tight group, with the exception of Rainbow, who flew overhead. To their relief, the forest seemed quite devoid of life, hostile or otherwise. Once they had gotten over the intimidating nature of the forest's dark canopy, they actually began to enjoy themselves as they made their way deeper into it.

“There it is!” said Rainbow with elation some minutes later, pointing in the distance.

When the ponies rounded another bend in the trail, they could see what Rainbow did from her vantage point in the air. Zecora's house stood before them. Greyhoof approached the door and knocked loudly. No answer. He peered in through the window. There were certainly signs of life, although the house appeared deserted. The pot in the middle of the house was boiling, and there were various books, herbs, and assorted utensils scattered about the place.

Greyhoof frowned. “She's not home. Strange, given the time of night.”

“Oh no, what do we do?” Fluttershy hung her head low enough for her mane to touch the ground.

“We wait for her to come back, silly!” Pinkie began drawing a network of strange lines in the ground. “And I've got the perfect game just for times like these! Gimme a few seconds to finish drawing the board and I'll explain how we play!”

Rainbow landed next to Greyhoof, who held the list of ingredients. “Hey, Greyhoof, gimme that list and tell me what those plants look like, and I can fly around the area to see if I can find any before Zecora gets back.”

“I like it. Maybe I can help too,” Applejack added.

Greyhoof shook his head. “No. We're doing this my way.” He cleared his throat authoritatively. “If she's not home, there's nothing from stopping us from breaking in and taking what we need.” He ground his hoof in the middle of Pinkie's elabourate dirt diagram.

Rainbow's jaw fell open. “You're not gonna –”

Greyhoof's eyes glittered dangerously as he glared at Rainbow. “Yes, Rainbow Dash, I am. A few herbs will hardly set this zebra back. Besides – if she knew the situation, she'd understand. It's for the greater good and you know it.” Greyhoof walked up to the door, his horn and the handle shimmering light blue.

Landing in front of him, Rainbow stood on her hind legs and spread her front legs wide, blocking his progress. “Oh no. You're not just gonna break into her home like that! We'll find the plants somewhere else. Now apologize to Pinkie for stepping on her... whatever that was, you big jerk!”

“Every second we waste puts Twilight in more danger. There's no knowing if masticore venom will become lethal if left in her system for too long – or worse, prevent her from using magic ever again.” Greyhoof's horn shimmered. “No. There is a time for morality, but this is not it. We have a life to save, and I will not stand idly and let you put her at risk. Get out of my way before I make you.”

“Hold on a second!” shouted Applejack. “I understand how you're feelin', Grey, but Rainbow's right. We can't just break and enter like this.”

Greyhoof's eyes burned as he turned to glare at Applejack. “I've never truly had friends. Even before I moved away from home, the only ponies my age were those that came and went as they withdrew books, nothing more. Twilight... she's the closest thing I've ever had to a friend.” He kicked the ground savagely. “I won't let her be taken away from me. Not now.” Greyhoof turned back to Rainbow once again. “Now, out of my way.”

Rainbow ground her teeth. “Make me!”

“If you insist.” Greyhoof's horn glowed light blue, which encapsulated Rainbow and flung her unceremoniously to the ground a few feet from where she had previously stood.

“Horseapples,” Rainbow spat, looking up at Greyhoof as he worked on the door's lock.

“Hey, what'd you do to RD?” demanded Applejack, adopting an aggressive stance.

“What I had to. She's fine.” Within seconds, the door to Zecora's house flew open and Greyhoof stormed inside. “Zebras...” he muttered half-disgustedly, wrinkling his nose. As he began rummaging through the cabinets for the necessary ingredients, Greyhoof's eyes narrowed when he noticed that he was the only pony inside. “Well? What's everypony waiting for? Get off your flanks and help me!”

“Oh, I'll help you, alright!” came Rainbow's voice from outside.

Before Greyhoof could turn around, Rainbow hurtled through the open doorway, crashing into him headfirst, sending him smashing into the cabinets he'd been examining. Trying to collect himself, he gingerly rubbed his flank as he got up, staring daggers at Rainbow. No sooner had he gotten back on his hooves than Rainbow shoved him back down.

“Please stop this!” cried Fluttershy.

“C'mon, Rainbow, enough is enough!” shouted Applejack. “He ain't worth it. Besides, no need to be messin' up poor Zecora's hut. Again.”

“Fine,” humphed Rainbow, turning around and flicking Greyhoof in the muzzle with her tail before flying outside.

Cursing to himself, Greyhoof swatted a metal pan that landed beside him, sending it skipping across the hut. Giving a resentful glance outside, he trudged over to the bookshelves to begin his search.

“I'll have no part in this!” Applejack called into the house. “If you wanna break in, don't expect me to help.”

Pinkie zipped in while Rainbow and Applejack remained adamant about not entering. Fluttershy nervously poked her head in for half a second before ducking back out and standing outside. In mere moments, the house looked as if a small hurricane had swept through it, but in spite of Greyhoof's frantic search, he came up empty-hoofed.

“Where in Equestria are those herbs?” he cursed.

“Right here!” chirped Pinkie brightly, dropping a small bag full of plants in front of Greyhoof.

Sticking his head inside the bag, Greyhoof looked up at Pinkie in astonishment. “That's... all of them. How did you...”

“Don't ask,” Rainbow said, still outside. “Now let's get out of here before Zecora catches you two. I can't believe you helped him, Pinkie!”

Pinkie bounced out of the house, the bag on her back. “Well, Greyhoof already broke in, and he is kind of right about helping out poor Twilight.”

“'Kind of' ain't it, Pinkie.” Applejack glared at Greyhoof. “That don't make it any more right. Stealin' is never the answer.”

“We should've just waited for her to come back, or gathered the herbs ourselves,” said Fluttershy, her tone stern. “That fight was... scary.”

“Scary for him, maybe,” quipped Rainbow.

“I'd be more worried about Zecora if I was you,” Applejack added flatly. “She dang well won't be too thrilled when she sees her hut in the state y'all left it in..” She held up a hoof to stifle Rainbow's forthcoming retort. “I ain't saying it's all your fault, Rainbow, but it takes two to tango.”

Ignoring the others, Greyhoof wordlessly followed Pinkie out of the house, closing and re-locking the door behind him. They began their journey back to Ponyville at a brisk pace, with Greyhoof earnestly leading. Greyhoof's actions had left a bitter taste in Rainbow's mouth. Several times, she resisted the urge to physically lash out at him again. As they neared the forest's edge, the first traces of sun began creeping over the horizon. To her surprise, she found Greyhoof waving her over.

Rainbow flew over to Greyhoof and fell into step beside him. “What do you want?” she demanded.

“Look, I just wanted to say, I'm sorry.” Greyhoof's words caught Rainbow completely by surprise. “You were right about earlier. What I did was wrong. I let my concern for Twilight cloud my judgment. I should never have lashed out at you. As often as I try to let it on, I am far from perfect. I know we've had our differences in the past, but now I beg for your forgiveness.” Greyhoof barely managed to choke these last few words out.

Before Rainbow could offer a reply, Greyhoof plowed on. “I know I took away a bonding moment between you and Scootaloo. I know I broke in someone else's home and stole from it like a common criminal. But please... know that everything I've done was with everypony's best interests at heart.”

A heavy silence followed Greyhoof's words. The only sounds were the hoofsteps on the forest floor. Nearly a full minute later, Rainbow finally found words. “I know,” she said at last. “But you know what? That doesn't make it okay. Somepony needs to teach you a lesson, and a hard lesson at that.”

“But I –”

Rainbow hovered above Greyhoof, glaring at him. “No, no buts! You used magic to toss me around, like I was beneath you! Well, that's downright unacceptable! Nopony does that to me, especially not big-horned jerks like you! Look, I know why you did what you did, but you should've just taken a step back and listened to me! Of course I want to do what's best for Twilight, but no, you went ahead and did as you pleased, like my opinion didn't matter to you!”

Greyhoof avoided Rainbow's stare. When the tongue-lashing subsided, he held out a forehoof in a gesture of peace. “Can – can we be friends?”

Rainbow swatted the hoof away angrily. “No!” Before Greyhoof could further implore her, she zoomed off in the direction of the hospital.

Clenching his teeth, Greyhoof stomped the ground, sending a small cloud of loose foliage and dirt flying before resuming the trudge toward the forest's edge and rejoining the others.

“What was that about?” asked Applejack.

Greyhoof ambled past, barely acknowledging her. “Nothing.”

When they reached the end of the tree line, Fluttershy ground to a halt. “That was quiet and pleasant. Well, mostly... too quiet and pleasant, for the forest. The animals from Everfree... are they in hiding as well?” A sudden worried tone permeated Fluttershy's voice.

“Wait, you still haven't found those animals?” Greyhoof asked her in astonishment.

Fluttershy looked chagrined. “No...”

Greyhoof pointed away from Ponyville. “I think it's best that you go, then. Get some rest.”

“But – Twilight –” Fluttershy protested.

Shaking his head, Greyhoof gave Fluttershy a gentle smile. “No, we can take it from here. We're clear of the forest and we've got what we came for. Twilight will be fine. I promise.”

At first, Fluttershy trotted slowly away from the group, but after a few seconds, she took flight, flapping off into the distance. Pinkie waved goodbye and started bouncing happily in the direction of Sugarcube Corner, the opposite way from the hospital.

“And where are you goin'?” Applejack called after her.

Pinkie looked back but retained her present course. “I've got something to do, silly! What's the use of getting over potentially fatal poison if there's no sugary stuff to eat afterward?” Applejack couldn't help but laugh as Pinkie's silhouette faded on the horizon.

* * *

“Are you absolutely sure this will work?” asked Redheart skeptically. She looked disapprovingly at the pouch of herbs Greyhoof and the others had obtained, along with a list of instructions on how to prepare them.

“No, but it's the best shot we've got,” answered Greyhoof.

Redheart reluctantly accepted the pouch and the sheet of parchment and bustled out of the room, leaving Twilight alone with Greyhoof, Applejack, and Rainbow. The sound of the closing door brought Twilight out of her light slumber.

Rubbing her eyes, Twilight looked around the room and perked up when she spotted her three friends. “Was Zecora able to help you out?” she asked anxiously.

Greyhoof coughed. “Well, yes and no...”

Twilight angled her head slightly, as if the masticore poison was making her delirious and she had misheard him. “What?”

“He means Zecora wasn't home and he up and pillaged the place. The varmint even picked a fight with RD,” Applejack informed her dryly. “I told him it wasn't right, but he went and did it anyhow. I'll have you know I took no part in it, not one bit.”

Twilight covered her mouth. “Greyhoof, how could you?”

Greyhoof closed his eyes and flinched in shame. “I know, it was wrong. What other choice did I have, Twilight? Masticores are so rare that there is little knowledge of their venom's properties. You know this as well as I. I couldn't just risk letting you lose your magic forever, or worse, your life.”

“I suppose you're right...” Twilight slumped back, “but make sure you apologize to Zecora! And Rainbow, for that matter! We can't have her think that somepony wants to vandalize her home!” Twilight took on a firm tone. “And don't ever let me catch you doing anything like this again.”

Rainbow jabbed Greyhoof none too gently in one of his bandaged areas, prompting a yelp from him. “Don't worry, Twilight, I'll make sure he apologizes. You can take that to the bank.”

The door swung open to reveal Redheart carrying a mug full of foul-smelling glop. “Remedy coming through!” she announced, hurrying to the bedside.

Twilight took a whiff of the medicine and blanched. “I have to drink – that?” It looked like she was about to be sick from the smell alone.

“Every drop,” said Redheart sternly. “Bottoms up!”

Twilight grimaced as she drained the mug's contents. When she finished, she knocked the mug onto the floor and began gagging loudly. Turning away from Redheart, Twilight nearly yelped in surprise when she saw a broadly grinning Pinkie Pie sitting next to the other side of the bed, another sizable box on her back.

“Pinkie? What? How?” mumbled Twilight, thinking that the strange liquid was making her see things.

“I came in while you were drinking that yucky icky stuff!” said Pinkie in a sing-song voice, deploying the box on the bed.

“So that's what set you off in such a hurry?” laughed Applejack.

Pinkie beamed at Applejack. “You betcha! Sorry these aren't quite as super-special as the cake, but I think they're alright considering the short notice.”

When Twilight peered inside, she saw a plethora of differently shaped chocolate treats. Some bore a resemblance to Greyhoof, others looked like Twilight, while more of them had a similar appearance to her other friends. Pinkie gestured warmly at the box. Needing no further prompt, Twilight dug in, making at least a dozen of the delectable treats disappear in a matter of seconds.

“Feeling better?” Pinkie asked eagerly.

Gritting her teeth, Twilight once again tried to call upon her magic. The smallest, most minute spark fizzled from her horn. It only lasted about a split second, but Twilight let out a delighted cheer. “It worked! It worked!”

Twilight began to get out of bed, but the firm hoof of Redheart held her in place. “You're far from cured yet, dear,” she said soothingly. “One more night here, then you're free to go, assuming you're magically fit once more.”

Nodding, Twilight settled back into a laying position and realized just how tired she was. The medicine expunging the venom from her body quickly replaced the temporary surge of energy she had experienced from the sugar in Pinkie's treats. Twilight turned on her side and closed her eyes, rapidly drifting off to sleep.

“Off!” Redheart waved a hoof at the three other ponies in the room. “These two need rest, and plenty of it. You can see her in the morning, and, with luck, escort her out of the hospital.”

Applejack and Rainbow allowed themselves to be ushered out of the room by Redheart. Greyhoof clambered on to an adjacent bed and curled up on top of it, his cloak serving the same purpose as the bedsheets. “Sleep well,” he whispered, closing his eyes and smiling affectionately at Twilight.

Chapter V - Abduction

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Chapter V
Abduction
===============

Twilight awoke in bed, her coat matted with sweat. How did I end up here? she wondered as she found herself trotting down the stairs in the direction of the door. It was unusually stuffy in the library today, almost suffocatingly so. When Twilight opened the door, she uttered a high-pitched scream at the sight that greeted her eyes. Tall flames rose from every structure of the town within her field of vision. An all-too-familiar cloud of purple fumes coalesced high above the centre of the city as if it gathered strength from the rising smoke.

Gritting her teeth, Twilight glared at the cloud. “You're not real!” she shouted defiantly. “The venom is leaving my system, and so will you!”

As the cloud continued to grow in both size and density, its retort quickly reached her ears. “I am more real than you know.” The whispered words took on a condescending tone. “Twist was the first, and she will not be the last. As long as the evil one continues to reign supreme, I cannot be stopped!”

Twilight's jaw dropped as she saw the cloud begin to take a physical form. It appeared to be a dark purple mare made entirely out of the strange fumes. “What are you? Answer me!” she demanded as it galloped toward her though the sky.

The ethereal mare came to a stop in front of Twilight, its form slightly wispy. “I am the lucid dream...” it whispered. “I am the monster in your nightmares. I am what has transpired and what has yet to be.” It let out a long, raspy laugh. “Cower before the fate of this village!”

Suddenly, the streets of Ponyville were crowded with the shadowy forms of fillies, colts, mares, and stallions as they ran in terror from the flames. As soon as they appeared, the mare charged toward them with blazing speed, the constantly rising flames strengthening it. Twilight could make out no details of the ponies themselves, but she saw them fade one by one as the mare systematically attacked them. When Twilight tried to intervene, both the mare and the shadowy ponies vanished in a puff of smoke.

Her horn crackling with a significant amount of raw magic, Twilight looked around frantically. “Show yourself!” she challenged.

Hearing laughter once again, Twilight saw the shadow of a mare emerging from a nearby burning building. She barely managed to stop herself from firing a magical blast at the mare. As it broke free of the blazing structure, she realized it was not the mysterious smog at all. It was a light pink unicorn with a brilliant mane of yellow, blue and purple. Twilight vaguely remembered that her name was Holly Dash. Scarcely had Holly cleared the building than the dark mare charged out after her in hot pursuit.

“Holly!” yelled Twilight, launching all of the magic she had gathered directly at the dark purple mare. The blast connected directly with its target, exploding in a brilliant shower of white light and purple fumes.

Holly turned around, tears of joy brimming from her eyes as she looked upon her saviour. “Thank you, Twilight! Th–”

The words caught in her throat as the cloud of smog reformed itself directly in front of her, the air permeated with its eerie laughter. Both Twilight and Holly screamed as the dark mare rushed at Holly, turning itself back into vapour and launching itself down her throat. Twilight helplessly looked on in horror as the smog seeped out from its victim's orifices. When the entirety of the smog finally left Holly, it reformed itself into the mare. Holly stood in place for a moment before her eyes rolled back into her head and she fell lifeless to the ground.

“Holly!” Twilight yelled again, rushing toward Holly's corpse. The scene before her faded into white light as the mare continued to laugh manically.

Panting heavily, Twilight blinked as she clutched her heart. The white light began to melt away in favour of the calm, familiar hospital room. She leaned forward and looked outside of the window. As she suspected, she was greeted by a warm summer's afternoon. There was no fire, there were no screaming ponies, and there was no purple cloud of mysterious fumes.

Sighing and trying to relax, Twilight turned her attention to the rest of the room. To her surprise, she was alone. She could understand Nurse Redheart's absence, but not a single one of her friends was waiting by her bedside. Even the bed where Greyhoof had slept had a pile of discarded bandages on it as its only sign of former occupancy. It was then that she noticed a scroll of parchment on the bedside table.

Twilight took a deep breath. Here goes nothing... Reaching within her, she grasped for her magic and focused on the scroll. To her delight, she effortlessly levitated it over to herself and unrolled it. When she had gotten over her elation, Twilight began to read the short note. It was written in Spike's familiar scrawl.

Dear Twilight,

Hope you are well. I'm sorry nopony is here to see you out of the hospital. If you're better, please come to Sweet Apple Acres ASAP. This is an emergency. Will explain when you get here.

Spike

Twilight dropped the parchment and blinked. What in the wide wide world of Equestria is going on? Swinging out of bed, she planted her hooves firmly on the ground. Taking a steadying breath, Twilight opened the door and trotted out of the room as quickly as she dared. Despite feeling slightly woozier than usual, Twilight was delighted. I think this medicine really worked! But I can't for the life of me think of what's happened. I hope it isn't too serious...

Twilight had eagerly clambered down the last flight of stairs, taking two at a time, before she was confronted by Redheart in the hospital lobby. “Out of bed? Where do you think you're going? You are not to leave this hospital until you've undergone at least twenty-four hours of observation, young lady.”

“I'm feeling just fine, thanks,” said Twilight dismissively, trying to edge past Redheart as she spoke, but the nurse would have none of it.

“I'll be the judge of that,” she said firmly.

“Well, how about this,” offered Twilight brightly, “if I can teleport out of the hospital, that means my magic's working just fine! Here, let's see if I can.”

Before Redheart could utter a word of protest, Twilight vanished and reappeared at the opposite end of the lobby. Ignoring the nurse's shouts of protest, Twilight made good use of the distance she had put between the two of them and galloped out of the lobby uncontested.

As soon as Twilight cleared the hospital, she took off toward Sweet Apple Acres at a full gallop. The gentle summer breeze swept away any remaining weariness she felt, filling her with renewed vigour. A chilling thought suddenly struck her mind. What if that cloud was right? What if these dreams have some significance? When Twilight neared Sweet Apple Acres, her ears perked up at the sound of dozens of voices. Her heart sank when she felt the worried vibes of the commotion before her. The gathered ponies shuffled amongst themselves uneasily, some even looking around frantically. Increasing her speed, she arrived in the middle of what looked like the entire Ponyville population. The Mayor stood on a wooden crate in front of the barn, with Applejack and Cheerilee at her sides.

“Make way, y'all! Let her through!” shouted Applejack when she spotted Twilight's approach.

The crowd parted as Twilight made her way to the front to speak with them directly. “I just got Spike's letter and came as fast as I could. What's going on?” she panted.

Cheerilee gulped, her features and unkempt mane evidence of a sleepless night. “It's – it's Twist.”

Twilight felt as if an anvil had been dropped in her stomach. Oh no... She took an uneasy breath. “Twist? What happened?”

“Her parents came to me late yesterday and were looking for her. They thought I'd kept her after class or that she was playing with her friends,” Cheerilee hastily explained, “but as it turns out, nopony has seen her since early yesterday morning. We spent all night looking for her and found nothing.”

Applejack tipped her hat at Cheerilee. “That's when I stepped in. I was going to Ponyville early in the mornin' to set up my apple cart early when I bumped into her. I'm sorry I wasn't there for you when ya woke up, Twi, but I went straight to the Mayor when I heard the news.”

“How can I help?” asked Twilight earnestly.

Looking down from the box, the Mayor cleared her throat. “I figured the best course of action would be to form search parties. Your friend Greyhoof was quite insistent that he organize everything himself, but due to... heated persuasion, we reached a consensus to wait for you.”

Twilight nodded resolutely. “Get me a map.”

“Rainbow Dash is already on it,” said Rarity as she emerged from the crowd and stood next to Twilight. Her eyes flicked skyward in the direction of Ponyville. “That should be her now, if I'm not mistaken.”

Sure enough, when Twilight followed Greyhoof's gaze, she spotted a rainbow speck. Turning to face the crowd, Twilight looked sternly at the gathered ponies. “Listen up, everypony!” she announced. “As soon as Rainbow gets back with –”

Rainbow landed beside Twilight and unrolled a large roll of parchment from her mouth, setting it on the ground. “The map!”

Twilight thanked Rainbow before continuing. “Right. We're going to split into groups to make this go as quickly and efficiently as possible. Somepony, pass me a quill please.” When a quill was produced, Twilight grabbed it and started drawing on the map of Ponyville. “Each group will be assigned a small search region. With luck, each search should only take a few hours and we can meet back here by sunset. If Twist is anywhere near Ponyville, we'll find her.”

“Excuse me, Twilight?” asked the Mayor, causing Twilight to pause in her map sectioning. “Wouldn't it be faster if we had smaller search areas and split up the search parties to one pony each?”

“That has got to be the worst idea I've ever heard,” scoffed Greyhoof, provoking a loud groan from Rainbow. “If you paused for a moment to think, then you would realize that a very real possibility is the filly has been ponynapped.”

The gathered crowd burst out laughing at Greyhoof's words.

“Did he say ponynapped?”

“And you are?”

“Who would believe that?”

“What a joke!”

The Mayor began eyeing Greyhoof over her glasses. “How would you know she's been ponynapped and hasn't simply gotten lost?” she chortled. “Where did you come up with such a radical theory?”

Rolling his eyes, Greyhoof huffed impatiently. “Once again, you are failing to analyze the situation. This isn't exactly Los Pegasus we're dealing with. This is a small town where everypony knows each other. Do you really think that a filly of school age would get lost?” Greyhoof took a couple of steps toward the Mayor. “There is no viable alternative to traveling in pairs. If we indeed have a ponynapper on our hooves, then the worst thing we could possibly do is be on our own.”

Twilight held a hoof to Greyhoof's chest and shot him a worried glance. “Easy, Greyhoof. Don't you think you're overreacting just a little bit here? You said it best: this is a small town where everypony knows each other.”

“Twi's right,” Applejack added. “I've known everypony for years, what with the Apple family business and all. I can honestly say that nopony here would do somethin' like this.”

Greyhoof's eyes flashed dangerously. “Whatever we do, we cannot rule out the possibility of foul play.” He raised a hoof to preemptively silence any forthcoming responses. “All I'm saying is that it would be foalish to rule out the possibility of murder. The most effective way to combat this is to travel in groups.” Greyhoof turned to glare at the Mayor. “I will not stand for the chance of Twist being the first of many, and neither should you.”

An icy silence fell over the crowd in the wake of Greyhoof's words. Twilight's eyes glazed over as she vividly remembered what the cloud from her nightmares had told her. “Twist was the first, and she will not be the last...” A chill went through her whole body. I know it was just a dream... but to see Twist being killed like that... It was just so vivid, so real... Twilight pawed at the ground uneasily. What if Greyhoof's right? Does this mean my dreams really are true? She forced herself to focus and scanned the crowd until her eyes fell upon Holly Dash's unique mane.

It can't be right, can it? Are these dreams more than my overactive mind producing nightmares based on the stress I've been feeling? Twilight gulped and looked glumly at the Mayor. “I think Greyhoof's right. As outrageous as what he's saying is, it's not worth taking the risk.” She turned to Greyhoof and rested a hoof on his shoulder. “Look, I know you mean well and have a good head on your shoulders,” she muttered just loud enough for him and those close to them to hear, “but can you please try to be a little less... aggressive? I know it can be tough at times, but if you try to be more tactful and modest, you won't receive as much grief. Let me take it from here. Trust me.”

Greyhoof's eyes were almost searing by this point, but he wordlessly took a couple of steps back and sat down, shifting his attention to the map on the ground. When he remained silent for several seconds, Twilight resumed delegating groups of ponies to different sections of the map. Each group consisted of three to six ponies and always included at least one pegasus and earth pony and, when possible, a unicorn to help ensure versatility.

Gradually, the crowd thinned out, the ponies going to their assigned sections of the town. Twilight used her quill to draw one final circle on the map's edge. “That leaves us. Greyhoof, Fluttershy, and Rainbow, we'll form the last party.”

Looking at the map, Greyhoof nodded slowly. “So, this is your plan. Not exactly what I would've done, but it is sound nonetheless.”

“Ooh, let me see!” Rainbow stuck her head in front of Twilight's and looked at the map eagerly. “Uh, which one are we again?”

Levitating the map so all four of them could see, Twilight drew a large X near the outline of trees. “Here, in the Everfree Forest.”

“Not again...” whimpered Fluttershy.

Rainbow flew to where Fluttershy stood and gave her a reassuring nudge. “Relax, Fluttershy. Nothing happened last time,” She puffed herself up proudly, “and if something does, I've got your back, and so does Twilight.”

“As do I,” Greyhoof added.

“Oh, right, you're here,” sighed Rainbow. “Thanks for reminding me.”

“I... guess...” said Fluttershy reluctantly.

Twilight started to walk toward the forest. “We don't have time to waste. We've got the longest section to search, so if we want to get back on time, we need to move quickly.”

“Yeah, we wouldn't want to be tardy or anything,” quipped Rainbow.

Sighing, Twilight set off at a brisk trot, the others in her wake. Noticing that Fluttershy was lagging behind, Greyhoof turned around and fell into step beside her. “We'll be fine, I promise.”

Rainbow flew beside the two of them. “Hey, Fluttershy, if we have time tomorrow, I'll help you search for your animals.”

Fluttershy's eyes went wide with joy. “You will?”

“Of course! I know how much they mean to you, and I'd be lying if I said I wasn't getting a little worried about what happened to them myself. They've been gone for what, two days now?” Rainbow clapped Fluttershy on the shoulder.

Flying up, Fluttershy embraced Rainbow tightly. “Thank you... so much!”

“No sweat,” said Rainbow.

With Fluttershy's apprehensions at least momentarily set by the wayside, the ponies resumed their short journey to the Everfree Forest. Try as they might, they couldn't prevent themselves from thinking back to Greyhoof's speculations about Twist's fate.

“Um, Rainbow?” Fluttershy asked. “What if... you know... Greyhoof was right? What if something did happen to Twist? Or... what if somepony did something to her?”

“Lighten up,” said Rainbow casually. “She was a bit of a dork. Maybe she went to play in the woods and got lost. Besides,” she shot Greyhoof a disdainful glare, “I'm not listening to him anymore, and neither should you.”

“Rainbow!” reprimanded Twilight. “But... I hope you're right. Honestly, it's the only alternative to Greyhoof's theory, as far-fetched as it is.”

Greyhoof looked back at the others. “Is it truly so radical a theory, then? I did not come up with this on my own; many of these cases have been found in the annals of towns much like Ponyville. Believe me, I'm more than happy to be wrong in this instance, but I fear for her life.”

“Maybe she got turned to stone by the cockatrice!” Twilight suggested hopefully, before feeling slightly sick when she thought of what she had just said and the tone with which she conveyed it.

“P-perhaps another filly dared her to wander into the forest,” Fluttershy suggested. “We did ask the fillies about this, didn't we?”

“I think so,” Twilight mused. “There's no doubt that Cheerilee would've at least asked her students about Twist, and if she found anything suspicious, she would've told us.”

“Hey, maybe they did dare Twist to go into the forest and she did get turned to stone by the cockatrice,” countered Rainbow. “If I was a filly and this happened, I wouldn't be too eager to fess up about the whole thing.”

Twilight forced a chuckle. “Would you say that you have experience in such matters, Rainbow?”

Rainbow's ears and cheeks turned a brilliant shade of magenta. “No, of course not! I'm... I'm just speculating!”

Twilight couldn't help but join the others in laughter. She was taken aback at how soothing the simple act was. Even if it was just for a few seconds, the relief of the stress wrought from their present situation felt every bit as cleansing as the anti-venom. With their spirits lifted, the ponies found themselves in front of the inviting and yet intimidating opening in the canopy of trees that was the Everfree Forest.

“Rainbow, I'd like you to fly as high as you can within the forest,” Twilight ordered. “I'd like you to do some advance scouting. Fluttershy said the animals are still missing, so maybe that also applies to any monsters that live in the forest. Let's use this to our advantage. If you see anything, monster or filly, let us know.”

Rainbow tossed Twilight a salute. “Got it. You can count on me!” With that, she took off and was quickly swallowed by the darkness of the forest.

Fluttershy gulped. “Y-you don't want me to do that too, do you, Twilight?” she asked fearfully, taking a step back.

Twilight shook her head and smiled softly at her. “No, no. We need you with us. Your natural gift with animals is what I'm relying on to keep us safe. Now let's get moving. We've got a lot of ground to cover and precious little time to do it.”

Noticing that Twilight and Greyhoof were beginning to make their way into the forest, Fluttershy scampered up to the two unicorns, not wanting to be left behind. “O-okay.”

They made their way into the deadly quiet woods, their hoofsteps muffled by the soft forest floor, save for the occasional sound of snapping twigs. For hours, they meticulously ventured through the forest, their sojourn only impeded by the large, gnarled roots and other mundane obstacles on the ground.

Fluttershy broke the eerie silence impressed upon them by the forest, her eyes frantically darting from deserted birds' nests and old animal tracks branching off in every direction as she spoke. “Um, Greyhoof?”

“What is it?” Greyhoof asked almost impatiently.

“How come you're so... so...” Fluttershy couldn't quite the last word of her query out despite multiple attempts.

“So what?” prompted Greyhoof.

“Bossy,” Fluttershy whispered. When she realized that he had heard her, she yelped and jumped back several feet.

Twilight's ears perked up and she focused intently on Greyhoof. Her knee-jerk reaction was to intervene before Greyhoof went on another one of his tirades, something they could ill afford. Instead of speaking up, however, she decided to remain the silent observer, at least for now. I wonder what he's got to say for himself.

While Greyhoof's expression retained its usual neutrality, his eyes sparked like a fire that had suddenly been fed too much extra kindling. “I am not bossy, I'm projecting my wisdom upon others – forcibly, if I must.”

Greyhoof's answer took Twilight aback. While it was something vaguely similar to what she'd expect out of him, it was a far cry from his usual response. It's a good thing Fluttershy's so disarming, she thought. I have a feeling he wouldn't react like this if it was Rainbow asking.

“Allow me to explain.” Greyhoof filled the uneasy silence. “I've been in many situations over the course of my travels where all I've had to rely on was knowledge that I've gleaned from books or firsthoof experience. I've seen lives saved and lost depending on how action is taken.” He paused to stomp the ground angrily. “I have long since come to the conclusion that I shall brook no less-informed pony to simply turn my wisdom aside.”

“But Greyhoof,” Fluttershy squeaked, “even if you are right and what you're saying is usually for the best, being too mean and bossy can just hurt somepony's feelings.”

“Don't be so naive,” Greyhoof snipped. “I understand your views, but you simply lack my experience in these matters. A lack of will and action can cause greater suffering. I'd much rather step on a few pairs of hooves that I'll likely never meet again than allow innocent ponies to die fruitlessly.”

“And... what if you're wrong?”

Greyhoof narrowed his eyes at Fluttershy. “Wrong? Unlikely. I have more experience and knowledge than almost anypony in Equestria, and you would do well to remember that. When it comes to being wrong, I am the least likely culprit.”

“You're forgetting something,” interjected Twilight, having heard enough. “As far as I'm concerned, you're here to stay, at least for a good while. You will be seeing those sets of hooves again, and you have been wrong before. Remember the cave yesterday? That's where friendship comes in. There's more than one way to get your point across, you know. I'm not asking you to do it perfectly all the time, but at least try to learn where you can improve, and to be willing to admit you might be wrong.”

Greyhoof sighed reluctantly. “Very well. I suppose I still do have a lot to learn, don't I?”

Twilight nodded. “Yes, and I'm only too happy to teach you.” Suddenly noticing how dark it was getting, Twilight glanced overhead until she spotted Rainbow and called her down to them. “Find anything?”

Rainbow shook her head. “I think I know where I'm going to search next. Twist has gotta be here somewhere.”

Twilight held up a hoof. “That will have to wait, I'm afraid.”

“What?” Rainbow flared her wings and adopted an aggressive stance. “We're not just gonna give up!”

“Twilight's right,” said Greyhoof. “We're going back.”

Rainbow turned angrily to Greyhoof, her eyes narrowing suspiciously. “Oh, I see how it is. You put her up to this, didn't you?”

Hastily moving in between Rainbow and Greyhoof, Twilight firmly rested a hoof on each of their chests. “Rainbow, Greyhoof, calm down! We have enough problems on our hooves without the two of you getting in an argument.” When she was sure they would let her continue, she lowered her hooves and sighed. “Look, it's getting close to sunset, and we need to be back at Sweet Apple Acres to see if the others found anything.”

Rainbow reluctantly folded her wings and backed down. “You're... right. It just burns me up to have to go back so soon, you know?”

“Oh, I hope the others found her,” lamented Fluttershy.

The four of them earnestly began making their way through the steadily darkening forest. At Rainbow's suggestion, they took a slightly different route for their return trip in the hope of covering extra ground. Their new route was more difficult to navigate and proved just as fruitless as their original search had been. When they finally emerged from the forest, any traces of the sun were gone and darkness had fully set in.

“Oh no,” groaned Twilight when she looked at the moon high in the sky. “We're late! I hope nopony's worried about us!”

“If this forest is as dangerous as it's made out to be, then I'm sure they'll expect we might be a little late,” observed Greyhoof, not allowing his pace to slow. “If I'm not mistaken, those are multiple campfires in the distance. They're waiting for us.”

Rainbow took to the air. “I'll tell 'em you three are coming.” She sped off toward Sweet Apple Acres at top speed.

It was not long before she returned from the farm. When Rainbow landed beside Twilight, she was out of breath and looked pale. “Twilight! To the farm! Quick!” she panted.

Twilight felt her blood run cold. “What is it?”

“No time! Hurry!” gasped Rainbow before she took off again.

Looking at each other for a moment in confusion, Twilight and Greyhoof began galloping toward Sweet Apple Acres with Fluttershy in tow. When they arrived, they found every pony who was present at the morning gathering huddled around the campfires. Twilight couldn't make out any conversations, but their overtones were plain as day. Something was wrong.

Twilight and Greyhoof carefully made their way to the centre of the circle, where Rarity, Applejack, Rainbow, and the Mayor were waiting for them. Fluttershy flew over the crowd to join them. “What's the matter?” panted Twilight.

“It's – it's –” stuttered Rarity.

Applejack took off her hat and held it to her chest mournfully. “I dunno how to tell ya this, sugarcube... but Twist ain't the only pony missing...”

The Mayor's face was almost as white as her mane. “When we returned – one of the groups –” She gulped, her glasses ominously reflecting the dancing flames of a nearby campfire. “Somepony from a search party was missing! Upon further investigation, she was nowhere to be found, even at her house or the duck pond where she was last seen.”

“I thought everypony was supposed to stick together,” snarled Greyhoof.

Twilight dreaded asking the Mayor to elabourate, fearing that she already knew who it was, but curiosity got the better of her. “Who – who was it? Was it another filly, like Twist?”

The Mayor shook her head. “No, this was a fully grown mare. It was Holly Dash.”

Twilight fell flat on her flank as if she had been struck by a powerful uppercut. She couldn't stop herself from crying as the scene before her faded, replaced by the nightmare she had experienced this morning. The memory of the purple fume that had strangled Holly so effortlessly vividly played in her mind. How is this even possible? Am – am I seeing the future somehow? Could I have prevented this?

Rarity rushed over to Twilight and hugged her. “Twilight, darling, there was nothing you could have done!”

Twilight buried her face in Rarity's shoulder and continued to sob. “I... I think there was...” she managed to choke out between sobs. “Somehow... I think this is all my fault!”

Greyhoof looked at Twilight in alarm. “What do you mean? You were with us in the forest the whole time. What do you know?”

“I'll tell you later,” Twilight whispered, finally withdrawing from Rarity's embrace and wiping her still-leaking eyes.

“What do you know, Twilight? Tell me!” interjected the Mayor forcefully, taking a few steps toward her.

Applejack threw herself in front of the Mayor, preventing her from taking another step closer to Twilight. “Leave the poor girl alone!” she cried loudly. “Can't you see she's in pain? After what she's been through in the past few days, ya can't blame her.”

Greyhoof's brow furrowed. “I'm not sure how to tell you this...” his words lacked their customary steely assuredness, “but I have read tales of situations much like this one that occurred centuries ago. If there is any correlation between them, then Twist was merely the first...”

“Just what are you on about this time?” asked Rainbow in exasperation.

Greyhoof took a deep breath, closing his eyes. “To my knowledge, the last occurrence of something like this was over a few hundred years ago.” He glanced first at Rainbow, then at the Mayor, and finally rested his burning gaze on Twilight. “Look, maybe I'm just being paranoid, but I don't want to put anypony at risk. The last time this happened, one of the ponies that had the town's full trust went berserk, in a way. They systematically ponynapped and supposedly murdered ponies they would call their friends. Bodies were generally not found in either case, and the abducted ones never returned. Of course, the killers were caught every time, but not before tearing many families apart.”

“You know...” said Rainbow slowly. “Something may be wrong, but I think you've been reading too many weird books. Save your wacky theories for somepony else.”

The Mayor recoiled and interrupted Greyhoof's forthcoming rebuttal. “You don't mean –”

Rainbow stomped a hoof on the ground, kicking up a small dust cloud. “Yes. Think about it. First Twist, now Holly. Something, or somepony, has been ponynapping, or worse. Greyhoof may be nuts, but something's going down.”

“Who would do such a thing?” cried Applejack. “It just don't add up.”

“Yes, it does!” countered Rainbow defiantly. “I'm sorry, Applejack, but somepony is up to no good.” She eyed the crowd suspiciously, as if doing so would oust the hidden perpetrator. “Two ponies missing in only a few days. We all need to watch our flanks.”

Greyhoof craned his neck and surveyed the crowd. “I promise you, I will do everything in my power to help get to the bottom of this.”

“Me too!” chirped Pinkie, hopping out from the crowd and brandishing a large feather quill threateningly. “I'll make 'em talk!”

Twilight looked up at Pinkie's beaming face. “Sorry Pinkie, but this just isn't the time.”

Pinkie looked crestfallen as she dropped the quill. “No funny no funnerson... I just wanted to lighten the mood...” She trudged off into the crowd.

“Thank you for your offer, Mister Greyhoof,” said the Mayor, ignoring Pinkie's interruption. “I've never heard of anything like this happening in Ponyville's history, though...” she added perturbedly. “I can't shake the feeling that I'm to blame.”

“Miss Mayor,” said Fluttershy, gently putting a hoof around her shoulders, “please don't say that. I know you have everypony's best interests in mind and you're doing everything you can to protect us.”

The Mayor shook her head. “This is my town, and now ponies are missing, or worse. I've failed all of you as a mayor.”

Fluttershy shook her head vehemently. “I think you're being the best mayor you can be.”

The Mayor looked at Fluttershy, and smiled for the first time all day, and nodded gratefully. “Let's all get some rest, everypony. I don't think we're doing much good worrying ourselves sick out here. Let's come back at this fresh in the morning.”

“Y'all heard the lady!” said Applejack loudly, kicking dirt on one of the fires.

The crowd exchanged worried glances, and concerned conversation permeated the air as the congregation disbanded and they began returning to their homes. Greyhoof lowered himself to his knees as he looked at Twilight, his eyes burning with concern. “Hey, will you be okay?”

Twilight slowly got back on her hooves and wiped her eyes again. “I'm not sure, but I'll make it back to the library.”

Twilight and Greyhoof began their trek across town, the hardships of the day finally taking their toll on the unicorns. When they reached the first buildings of Ponyville, Greyhoof once again looked at Twilight, unable to contain his curiosity. “What importance does this latest disappearance have to you, Twilight? Was Holly Dash a close friend of yours?”

Twilight shook her head. “No, not particularly,” she answered guiltily. “I know this is going to sound insane but... I've been having dreams, Greyhoof. Not just dreams – nightmares.”

Greyhoof swallowed nervously. “Go on...”

“In these dreams... I see things... terrible things...” Twilight took a long, uneasy breath. “This morning, I had another nightmare. Ponyville was burning, and a dark cloud of purple smoke formed itself into a sort of strange mare. This mare pursued – and killed – Holly Dash.”

Greyhoof stopped dead in his tracks, his jaw dropping. “What?”

Twilight shuddered uncontrollably, the utterance of her strange visions and Greyhoof's reaction cutting into her heart like a knife. “The day before, I had a similar dream about Twist, only in that one the cloud seemed weaker and didn't take any shape. Am I somehow seeing the future?”

“Magical dreams...” Greyhoof said slowly, awe creeping into his voice. “I've read stories about them, but I never imagined I'd meet somepony that's had them. I don't know much about them at all, but I do think there's something more to these dreams of yours. What it is, I have no clue. You must be cautious, and thoroughly document what you see. If the previous two were any indication, the next one, if it does happen, could give us some insight into this mystery.”

Resuming her journey back home, Twilight nodded solemnly. “Is there anything that can be done?”

“I don't know.” Greyhoof shrugged. “I may be able to come up with something in the morning, but for now all we can do is sleep and hope. I'll come by first thing.”

“Sleep and hope...” Twilight repeated when the library came into view, candlelight visible from its window on the ground floor. “No, I think you should spend the night here. We need to get to the bottom of this without delay.”

“Thanks for the offer, but it's no trouble.”

“I insist,” said Twilight. “Spike usually keeps the guest bed ready in case of company anyway. This is urgent. Besides, where were you sleeping, anyway?”

“Outside. And the hospital, at least last night.”

“Well, that settles it,” said Twilight with a note of finality. “We're getting to the bottom of this tomorrow the second we wake up, and not a moment later.”

When Twilight opened the door, she found Spike asleep next to a lantern at the foot of the stairs. “Aw, the poor little guy was waiting for me this whole time.” Twilight levitated Spike into his basket and tucked him in gently. She was pleased to see that both beds were made and waiting for them. She gratefully climbed into her bed. “Sleep well.”

Curling up into a ball on the other bed without bothering to tuck himself in, Greyhoof closed his eyes. “I really should be wishing you that.”

Twilight cringed at these words and turned the lantern off, quenching the flame within before sleep took hold over her.

Chapter VI - Wild Accusations

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Chapter VI
Wild Accusations
===============

A deafening explosion jolted Twilight awake. Her eyes shot open and she called out to Greyhoof in panic, but when her gaze fell upon the guest bed, she found it empty. She tried to take a steadying breath, but the suffocating smell of smoke made her gag and splutter. Looking downstairs, Twilight cried out in alarm when she saw the entire ground floor in flames which were beginning to make their way up the stairs toward her.

Unsure of whether she could fight the flames, Twilight turned tail and galloped toward the only available escape route: the bedroom window. Blasting it to smithereens, she leapt out as far as she could, and not a moment too soon; she had scarcely cleared the window when a gout of flame billowed out in hot pursuit. Landing hard on her back leg, she heard a loud crack accompanied by a sharp burst of pain.

Twilight grunted as her leg gave out beneath her. Desperately trying to get up, she cried out as her leg refused to cooperate. Wincing through tears, she looked back at the library. Twilight could do nothing but watch as her home was entirely engulfed by the inferno. The library was far from the only structure ablaze; the entirety of Ponyville was being mercilessly consumed by hungry flames. Gritting her teeth, Twilight used her three good hooves to limp away from the burning town.

“Let me help you!” The voice came from a lavender pegasus with an amber and yellow mane. “Grab my hoof!”

Cloud Kicker swooped down to carry Twilight off to safety, but a split second before Twilight's hoof made contact with her own, an inexplicably solid wisp of dark purple smoke swatted her away like a fly. Twilight kicked the dirt with her good hoof when she saw the smoke coalesce into the dark mare. Only this time, it seemed larger and of greater density.

“How quaint...” mocked the dark mare, advancing on Cloud Kicker. “You thought you could escape me, Cloud Kicker, or perhaps you thought that Twilight could save you...”

Cloud Kicker struggled to pick herself back up, the blow she had received appearing to have done serious damage. “T-Twilight... what is that thing?” Each of her words was permeated with terror.

Twilight's coat was matted with sweat. Whether it was from the heat of the inferno or sheer panic, she could not say. “Run!” she screamed. “Run away as fast as you can!”

Cloud Kicker didn't need telling twice. She flared her wings and took off in the opposite direction from the dark mare at a speed that would have made even the Wonderbolts turn their heads. She might as well have laid down and allowed her attacker to take her, for all the good it did. Within seconds she found her path blocked by the creature, who had galloped on thin air at an impossible velocity.

Twilight felt an icy fist clench around her heart when she realized what was about to happen. “NO!” she shouted. “I won't let you take her too!” Her entire body surged with power as magenta pulsed around her like an aura. Uttering one last, valiant battle cry, Twilight blasted the dark mare with everything she had. The immense burst of magic struck home, causing a blinding flash of light that forced Twilight to throw a hoof in front of her eyes to shield them from its intensity.

When the blast cleared and Twilight could see again, she slumped back in despair. Although she had put enough power into her attack to give even a mighty ursa pause, it failed to leave so much as a dent in the vapour that comprised the mare. Loosing a mirthless chuckle, the mare wrapped itself around Cloud Kicker, who struggled futilely against it. Cloud Kicker's feeble screams were muffled as the dark mare dispersed itself into vapour and enveloped her completely. Suddenly, Cloud Kicker fell silent and Twilight heard a loud crack. Cloud Kicker fell to earth lifelessly, her neck visibly broken.

Twilight looked at the body in the distance, where it had landed in a crumpled and broken heap. “What is happening? Why are you doing this?” she sobbed.

The dark shape reformed itself in front of Twilight, balefully regarding her through its nonexistent eyes. “For somepony who possesses as much raw ability as you, you are powerless...”

“Enough of your riddles! Enough of your games!” Twilight attempted to grasp the shape with her magic in hopes of strangling it, but it felt as if she were grasping at thin air.

“Games?” chuckled the dark mare. “This is far beyond the boundaries of a simple game, young filly. This is a warning.”

“A warning about what?” demanded Twilight through gritted teeth.

The sound of collapsing buildings could be heard in the distance as the fire consumed their partitions. “One would think that somepony as clever as you could figure it out!” snipped the creature. “I do not exist.”

“Finally, something we agree on,” quipped Twilight. “Now, get out of my head and leave me alone.”

The mare chuckled. “Although I may not exist, I am a manifestation of past, present, and future. I cannot be destroyed. Only the demise of the evil one can bring about my end.” The dark mare raised a hoof, as if it was preparing to stomp on its defeated foe. “You can choose to deny it all you want, but until you embrace your fate, those around you shall die, one by one, until somepony you hold dear is taken from you!”

Twilight's eyes widened. “Somepony I hold dear? Who? What am I supposed to do? What do you want from me?” she screamed out her last question in rage and confusion.

“That would ruin the surprise, wouldn't it now?” mocked the dark mare. “Your potential is the key, Twilight. Only you can vanquish the evil one...”

Before Twilight could utter another word, the mare brought its hoof down on her skull. Normally, such a blow would've crushed it like a watermelon under a cartwheel. Instead, Twilight felt a splitting pain in her head, accompanied by a blinding white light and the dark mare's eerie laughter.

When the light faded, the laughter went with it. Twilight suddenly felt the familiar comfort of her bedsheets and mattress, as well as the absence of the pain in her leg. She opened her eyes and noticed several things at once. She was in the library, a pleasant mid-morning day shone through the window, and Greyhoof was still curled up in a ball, sleeping deeply on the guest bed. Sitting up, Twilight took several deep breaths as she went over what she just saw.

Twist, then Holly Dash, and now Cloud Kicker... I can even feel pain – real pain in my dreams. Just how real are these? She felt a chill ripple through her body. Does this mean that Cloud Kicker will go missing as well? Even if it is true, who would possibly believe me? What if they think I'm the pony doing this? They'll really think I've finally lost it... Twilight swung out of bed and softly trotted down the stairs, taking care not to wake the slumbering Greyhoof.

When she reached the library's ground floor, Twilight slumped backward, her latest dream weighing her down like an anchor. What can I do? Maybe my friends will believe me, but how do I convince the entire town that Cloud Kicker's in danger? She looked around the bookshelves aimlessly. Then it came to her. Greyhoof said he'd heard stories of magical dreams! Maybe one of my books in the basement has the answer! I'm getting to the bottom of this. Twilight flung the door open and galloped down the stairs with renewed vigour.

In a matter of seconds, Twilight surrounded herself with a whirlwind of books that she stripped from their shelves. As soon as she settled on a promising volume, she dropped the others in a scattered mess and began delving through with a vengeance. None of its pages contained any useful information, so she set the book aside and grabbed another, refusing to be discouraged. The stack of books at her side grew higher and higher as she tore through them.

“Ah-ha!” shouted Twilight triumphantly as her gaze fell upon a page that outlined magical dreams in great detail. “Oh no...” she muttered as she read through the pages. The information she gleaned was contradictory and unreliable. “I should've known that the study on this sort of thing was a bunch of incomplete nonsense.” She was about to drop the book in defeat when a paragraph at the bottom corner of a page caught her eye.

“Hello, what's this?” Twilight scanned it carefully and began to smile. “It's unreliable like the rest of the stuff written here, but it may work. And I know just the pony who can help me.” Nodding to herself, Twilight trotted up the stairs, the book floating beside her. She even found herself humming a merry tune as she ascended the steps. The prospect of being finally free from nightmares was quite uplifting.

“Good morning, Twilight. Did you sleep well?” Greyhoof tossed her a smile as he ambled down the stairs.

“No.” Twilight shook her head, “but I did get some healthy research done while you were sleeping the morning away.”

The tips of Greyhoof's ears reddened. “What happened? What did you find?” he asked Twilight, his tone going from casual to serious in a heartbeat.

“Well, I had another nightmare. A pegasus pony named Cloud Kicker was murdered.” Twilight looked at him grimly. “If my last two dreams were any indication, that means that who or whatever is out there will be going after her next.”

“Do you remember anything else about the dream?” pressed Greyhoof. “It could possibly be even more important than the victims.”

Twilight shivered involuntarily. She remembered the dark mare's threat that she would soon lose somepony close to her. For reasons she could not explain, she chose to withhold this particular piece of information from Greyhoof for the time being. “Yes. Each time I have one of those dreams... that mare made out of dark purple smoke that I told you about gets more powerful. This time, I attacked her with everything I had, but it didn't even slow her. She keeps saying I can prevent this from happening if I use my true potential to destroy this 'evil one' she keeps talking about. I – I don't understand.” Twilight let a drawn-out sigh. “Ponyville being burned to the ground in each and every dream isn't exactly helping matters.”

Greyhoof's brow furrowed, his ears flattening themselves against his head. “That is... curious, to say the least. I have no doubt that the 'evil one' being referred to is the ponynapper... or the murderer. I cannot imagine where Ponyville's destruction fits into all of this. Is this evil one's ultimate goal to destroy Ponyville?”

“I don't know. The way the mare was talking, I think what's happening isn't this evil one's work, at least not directly.” Twilight raised a hoof to her muzzle. “Perhaps...” she said slowly, “these disappearances are only happening at the evil one's command. If I understand what the mare was saying, once I destroy the evil one, all of this will stop.”

Greyhoof laughed mirthlessly. “Great – all you have to do is find out who the evil one is and destroy it. Simple, right?”

Twilight frowned. “Therein lies the problem.” Her face suddenly brightened, her frown being washed away by a broad smile. “Princess Celestia! She'll know what to do!” She galloped around the library happily. “I can't believe I didn't think of this sooner! Now, where did Spike get off to?”

Greyhoof grinned sheepishly, his hooves shifting from side to side uneasily. “Um... I guess he's still out.”

“Huh?” Twilight's face had confusion written all over it. “I never sent him on an errand.”

Greyhoof cleared his throat nervously. “I did.”

Twilight eyed him suspiciously. “Greyhoof? What did you do?”

Greyhoof guiltily avoided her gaze. “You see, I woke up in the middle of the night and discovered that I had skipped dinner, so...”

“So?” demanded Twilight.

Greyhoof backpedaled. “Let's just say that your kitchen isn't exactly well-supplied right now...”

Twilight facehoofed and groaned. “You didn't wake him up, did you?”

Greyhoof quickly shook his head. “Oh, no. I left him a note explaining what happened. If he's not here, I'd imagine he's shopping right now. He should be back soon.”

Twilight sighed. “Well, I may as well write the letter now and have Spike send it as soon as he returns. And since we're out of food, I guess we'd better go to Sugarcube Corner or something and grab a bite to eat.”

“Good plan.” Greyhoof nodded. “So, why do you need Spike to send letters, anyway?”

Twilight grabbed a scroll of parchment, a quill, and a bottle of ink. “Oh, it's quite simple, really. Spike has magical dragon breath that sends and receives letters from the Princess instantly.”

“I thought as much,” said Greyhoof. “I have heard of such a method before, and being her personal protege, such a method of communication seems fitting.”

“Exactly.” Twilight began to write with haste, the quill strokes not up to her usual standard.

Dear Princess Celestia,

This may come as a great shock to you, but things are not well in Ponyville. I've been having a series of vivid and troubling dreams for the past few days. The first was me on a mountaintop on the day that you took me as your student. The next dreams each depicted a Ponyvillian being murdered: first, a young filly named Twist, then a unicorn called Holly Dash. The scary part is, both of those ponies disappeared recently. Last night, I had another dream in which the pegasus Cloud Kicker met a similar fate, and I fear the worst. In each dream, Ponyville was also burning.

A dark cloud of purple smoke has been warning me of the presence of an 'evil one' that is responsible for the horrors in my visions. It has told me that only my full potential is capable of destroying it. Each time I see it, the dark cloud grows more powerful. Now it appears in the shape of a fully grown mare and it seems to be impervious to anything I can throw at it. Do you know what these dreams, mean? What can I do? Please, Princess, I have nowhere else to turn. I can't put my friends lives or the whole of Ponyville in danger any longer.

Your faithful student,
Twilight Sparkle

Satisfied, Twilight rolled up the scroll and set it on a desk. She quickly scribbled a note that read “Spike, please send this scroll to the Princess ASAP. Twilight.” Taking the book she had brought from the basement, Twilight opened it to the relevant page and laid it beside Greyhoof. “I need your help with something.”

Greyhoof's eyes flicked to the scroll before returning to Twilight, his expression more serious than was usual for him. “It has to do with the dreams, doesn't it?” He glanced at the open book next to him. “So it does. What did you find?”

Twilight's face fell as the momentary relief she'd experienced from the act of writing about her troubles faded away, replaced by the dread she'd almost grown accustomed to. “Nothing at all conclusive,” she said dejectedly. “However... there is something...”

As he leaned closer to Twilight, Greyhoof's eyes continuously darted between her and the book. “What? What did you find?” he asked again, his tone earnest.

“If you look at the bottom of the page, there is a spell that should help free me from the nightmares.” Twilight indicated the passage she was referring to. “The only catch is, I can't perform this spell on myself. I need somepony who's magically gifted to do it.”

Greyhoof offered Twilight a smug look. “Say no more.” He focused intently on the section Twilight had indicated, muttering to himself. Nearly a minute later, he looked up at her and nodded solemnly. “This is unlike any spell I've seen before, but it looks simple enough nonetheless. Now, close your eyes and try to relax. I'm honestly not sure what will happen, but if all goes well, your subconscious should be shielded from further troubling visions.” He paused for a moment. “I must ask, is this truly a good idea?”

Twilight blanched. “What in Equestria do you mean? Of course it's a good idea! These dreams... they hurt me, Greyhoof.”

Greyhoof inched closer to Twilight, his gaze blazing. “Your dreams may be providing you foresight on what's about to happen. If we work quickly, we may be able to save Cloud Kicker if she's really in danger. They may eventually even lead us to the one responsible for this whole ordeal. Are you absolutely sure that this procedure is wise? We could potentially be throwing away our only chance at stopping this before it gets out of control.”

Twilight felt Greyhoof's eyes burning a hole straight through her conscience, but she refused to back down. “I'd never thought of it that way, but you forget one important factor: Princess Celestia. The moment she gets my letter, she'll be over here and will put a stop to this herself. Trust me, the Princess has always cared deeply for each and every pony under her rule.” She craned her neck to bring her eyes level with his. “I want you to try. Please. Knowing what will happen only makes me feel helpless when I can't prevent it.”

Closing his eyes, Greyhoof exhaled slowly. “Very well.” His horn began to shimmer. “Remember, close your eyes and clear your mind. I hope this isn't too unpleasant.”

Twilight rested a hoof on Greyhoof's shoulder. “I have complete confidence in you.” She closed her eyes and took a deep breath. “I'm ready.”

Greyhoof brought the tip of his horn to Twilight's head, lightly making contact. “Get ready,” he muttered.

Twilight's whole body shivered when Greyhoof's horn touched her. Ripples of magic began pulsing from it, slowly enveloping her. Within seconds, it formed a sort of tight bubble around her head. The sensation was somewhat pleasant at first, but it quickly turned into a migraine as the bubble suddenly began contracting. It took all of her willpower to not open her eyes and scream in pain.

After what felt like an eternity, the magic stopped its contraction and focused on a small spot deep inside her skull. All of the visions Twilight had seen in her nightmares began flickering in her mind's eye, and with each passing second, the scenes before her faded into darkness. Once the surreal slide show had ceased, the pain faded along with it.

“There...” said Greyhoof, sounding slightly winded. “How do you feel?”

Twilight rubbed her head. “I – I don't know. I hope it worked.”

“Time will tell,” mused Greyhoof. “Now if you don't mind holding off on lunch for a little while longer, I have a matter of utmost importance to discuss.”

Twilight's stomach growled defiantly. “Are you sure this can't wait?”

Greyhoof slowly shook his head. “I'm afraid not. I've been doing some thinking about this whole situation – expanding on my theory, if you will.”

Twilight swallowed. It wasn't Greyhoof's stony expression or the seriousness of his voice that caused her to feel fear – she had grown accustomed to these mannerisms by now – but the searing fire in his eyes. “You now believe things to be worse than you'd originally thought, don't you?”

“I'm afraid so,” he said grimly. “As you know, there have been cases like this in the past. Throughout towns similar to this one, chains of murders occurred through the ages. Recall how I said the culprit never seemed to have rhyme or reason for going berserk?” He paused, allowing his words to sink in. “What if they didn't just go berserk? What if those murders happened for a reason?”

Twilight was momentarily rendered speechless by Greyhoof's latest theory. She mouthed words a few times, but nothing came out. “I'm not sure I understand,” she finally said.

“Think about it,” pressed Greyhoof, “do ponies simply go berserk in such a manner? And, if so, what do you think the odds are of it playing out in such a similar fashion each time?” He spoke with a tone of eagerness that Twilight had never heard in his voice, as if reciting his theory was making him reach a breakthrough in the mystery. “What if they weren't acting of their own accord?”

Twilight gasped. “You don't mean?”

Greyhoof struck the floor with a hoof, as if he was disgusted by his own revelation. “Mind control. If I'm right, that means it'll be even more difficult to link clues together, as motives won't likely come into play.”

Twilight's mind raced as the implications of what Greyhoof said began to hit home. “You mean like the 'Want It, Need It' spell?”

“Possibly, but something far more subtle, and far worse,” said Greyhoof pensively. “If I'm right, it means that the pony behind this possess powerful magic. I can't imagine a spell like that being a simple task to perform. That could greatly narrow down the list of suspects...” Greyhoof's gaze slowly drifted to the scroll laying on the desk.

“Greyhoof!” shouted Twilight. “You aren't saying what I think you're saying, are you?”

Backpedaling, he raised a hoof. “I'm saying we cannot rule out the possibility. It all fits, in a bizarre sort of way.” He sighed apologetically. “It certainly is a link between these cases, and the power of mind control makes it a perfect crime. When her use for the pony has come to an end, the pony 'slips up' and is caught.” Greyhoof's expression softened as he rested a comforting hoof on Twilight's shoulder. “I'm not saying that this is the only answer, but... due to our recent... discoveries...”

“So, the Princess killed her brother, and is now mind controlling her subjects to murder her other subjects?” Twilight seethed. “You may want to think that, but I refuse to believe it. That's not who she is. There has to be some other answer.”

Greyhoof continued to backpedal cautiously. “Please, Twilight, I don't mean to offend. I am merely stating a plausible theory. This doesn't mean I'm unwilling to accept others. Trust me, I want to be wrong. I'd much rather have Princess Celestia with us than against us.”

“I'm sorry, I think I overreacted,” said Twilight, backing down. “All of this has just been getting to me. I'll try not to snap at you again. I know you're just doing your best to solve this.”

“Thank you.” Greyhoof smiled at her. “Now, how about that lunch?”

Twilight opened her mouth to respond, but another loud growl from her stomach spoke for her. Greyhoof laughed and opened the library door. The streets of Ponyville were blessed by a warm sunny day, but the inhabitants were treating it as if there were dark storm clouds overhead. They darted from place to place quickly, eyeing each other suspiciously and going about their day-to-day activities in an almost hostile manner.

“This is bad...” said Twilight as she took in the scene before them.

Greyhoof took a step forward, motioning for Twilight to follow. “The town is rife with fear. I hope Princess Celestia can get to the bottom of this soon.”

Twilight tried to reply, but she was so distracted by the state of the town that she only managed a sort of mumble. Her heart sank further and further as they walked through the streets of Ponyville on their way to Sugarcube Corner, the town looking no less bleak than when they left the library. Whatever happens, I can only hope the culprit is caught, and caught soon, she lamented.

It hurts to even think of it... but what if Greyhoof is truly onto something? Images of the Princess exerting her vast and terrible power on helpless ponies in villages throughout Equestria flashed before her. I... wish this didn't make so much sense. As outrageous as Greyhoof's theory seems, I can see a connection of sorts. Twilight cringed as she had just realized what she was thinking. Am I really thinking of somepony who is practically my second mother this way? She can't be some sort of tyrant who murdered a member of her own family and uses her magic to maintain her crown. She just can't.

As they drew closer to Sugarcube Corner, she could vaguely hear Greyhoof speaking to her, but the words sounded like unintelligible garble to Twilight. No, she thought. I refuse to believe it. The Princess can't and wouldn't do something so evil. There is another explanation for all this, and I'm determined to find it. She nodded absently at Greyhoof, who was giving her a concerned look. That whole story about King Cosmo is just an old mare's tale written by some crazy pony hundreds of years ago to make a few bits. Somepony's gone off the deep end, and nothing more.

“Twilight!”

She was shocked back to reality by Greyhoof, who now stood in front of her. They were almost at Sugarcube Corner, and he wore an annoyed expression. “Sorry, I've just been thinking about things,” said Twilight sheepishly.

“About what I've been saying regarding the Princess and this crisis, no doubt,” said Greyhoof sagely. He looked inside the bakery window and heaved a sigh of relief. “Oh, thank goodness, there doesn't seem to be any party going on. Maybe we'll be able to enjoy a good, refreshing treat in peace.”

“Ah-ha! Just the ponies I wanted to see!”

Greyhoof groaned. “Not her. Not now...”

Putting on the best face she could, Twilight smiled and waved at a pony behind Greyhoof. “Hello, Miss Mayor. Are there still search parties looking for Twist and Holly?”

“Yes, several,” said the Mayor, coming to a stop next to them. “I've been meaning to talk to the both of you all day, since the two of you seem to have a good idea about what's going on. Have you figured anything out?”

Twilight opened her mouth to answer, but Greyhoof spoke before she had a chance. “Nothing conclusive, I'm afraid.” The Mayor's face fell as Greyhoof continued to look grimly at her. “Unfortunately, while some theories have been voiced, the only firm one seems to be last night's. Somepony is likely on a killing spree, and for what reason or to what end, I cannot say.”

“Really? Nothing at all?” asked the Mayor dejectedly.

Greyhoof held up a hoof to silence Twilight's forthcoming reply. “I'm sorry. If we find anything, one of us will inform you straight away.”

The Mayor sighed before thanking Greyhoof and walking back toward the town hall. Twilight's cheeks flushed as she turned to Greyhoof angrily. “What do you think you're doing? We could've told her your expanded theory, warned her about Cloud Kicker, or –”

“Please, Twilight.” Greyhoof's tone was soft, almost pleading. “Even if one or both of us are right about what we think or what we've seen, how do you think that would go over with the Mayor? She'd either think we're insane or would send the town into a full panic. Look at the ponies around us!” He waved a hoof at the various ponies in the streets. “This is them scared. Until we can truly prove part of our theories, is it worth risking panic?”

Twilight slumped, her head lowering. “I suppose you're right.” She took a few steps forward and opened the bakery door. “Let's eat. Maybe that'll clear our heads.”

Greyhoof followed her into the shop. “My sentiments exactly.”

After ordering a pair of pastries and a half-dozen cupcakes, Twilight and Greyhoof sat in a corner of the bakery and ate their lunch. In a matter of seconds, the scrumptious meal had vanished, leaving behind only a few crumbs as evidence of its existence. Rising to her hooves, Twilight smiled and nodded at Greyhoof, the meal filling her with renewed determination.

“Spike should be back soon,” noted Twilight. “Once he's sent the letter, I think we should lay out the victims' profiles to see if they've gotten on anypony's bad side, as well as their last known whereabouts before they went missing. Maybe we can find a connection.”

“Good idea. I think I need to take a bit of a walk first, however. I may have jumped to certain conclusions a bit too easily, and I wanted to apologize for that. I was out of line and I need some time away from everypony so I don't make that mistake again this evening.”

Twilight hugged him. “Thanks. It means a lot to me to hear that. Please, come back soon.” She paused for a moment. “What about Cloud Kicker? Somepony needs to warn her.”

Returning her embrace, he smiled at her. “I can take care of that if you tell me where to find her. We will get to the bottom of this. I promise.”

As she watched Greyhoof trot in toward downtown Ponyville, a thought struck Twilight. I hope Rarity's alright. She began striding almost mechanically toward the Carousel Boutique. I haven't seen her for a while. I can't believe I didn't check on her sooner.

“Ouch!” Twilight was so engrossed in her own thoughts that she hadn't noticed the dress shop directly in front of her, nor did she prevent her muzzle from crashing into its door with a loud thump.

“Can I help you?”

Twilight staggered backward and rubbed her muzzle before opening the door. At least Rarity seems to be okay.

The shop was an absolute mess. Paper and fabric were strewn about the floor as if a small tornado had recently passed through. The only semblance of order were a few mannequins outfitted with what looked to be platinum-embroidered dresses, which Twilight would've stopped to admire on almost any given day except this one.

“Rarity?” called Twilight, her eyes darting around the shop, but finding her friend nowhere in sight.

“Twilight, darling, is that you?” came Rarity's voice from somewhere in the back. A door opened and Rarity stepped out, a pincushion and measuring tape floating along beside her. “What brings you here? Have you come to get a sneak preview of my brand-new platinum line?”

Twilight mumbled something about the weather and gave Rarity a half smile.

Rarity looked at Twilight, her face suddenly full of concern. “Is something the matter, dear?”

Before Twilight could say anything, Rarity discarded her dressmaking tools, cleared a path in the Boutique, and steered Twilight toward another door with surprising firmness. It wasn't long until Twilight found herself sitting down at a table with a cup of hot tea in front of her as well as a small plate of crumpets.

“Go on, help yourself,” said Rarity, pushing the crumpets a quarter of an inch toward Twilight.

“I just ate,” said Twilight, staring at her tea. How do I tell her?

Rarity cleared her throat. “Twilight, I know something's bothering you.”

“It's – it's nothing.”

Taking a sip of her tea, Rarity narrowed her eyes. “It's hardly nothing! Now come on, Twilight. There's no use in hiding your feelings from me.” She set her teacup in its saucer with a soft clink and trotted over to where Twilight sat. She gave her a gentle pat on the back. “Let it out. It'll help.”

Twilight's whole body quivered and she screwed up her face, looking as if she was resisting the urge to be sick. Her eyes glistened with tears as she slowly turned her head to meet Rarity's worried gaze. Exhaling, Twilight paused for a moment before she began explaining everything that had been happening, starting from her first dream a few days prior.

Her explanation came as an unabated torrent of words that washed over an increasingly horrified Rarity. She gasped when Twilight told her of the vividness of the dreams, and how they seemed to predict a catastrophic future, and frowned when Twilight ended her tale with Greyhoof's spell. Twilight took care to leave Greyhoof's theories regarding Princess Celestia out of her recount.

“Oh, you poor dear! I can't believe you didn't come here sooner!” cried Rarity. “But, I must ask... you say you're absolutely sure that you can trust him?”

“Of course I am,” snapped Twilight. “Greyhoof is the most gifted unicorn I've ever met. He'll make sure Cloud Kicker is safe. Or did you forget how he saved my life – and yours?”

“You may be right...” said Rarity reluctantly. “But... this spell of his that he did. is it safe?”

“It's not his spell, Rarity,” Twilight corrected. “I found it, as a matter of fact, and I have complete confidence that he performed it properly. Whether or not the spell will work is another matter.”

“Well, be that as it may now, but what about the dreams themselves?” asked Rarity. “I simply can't imagine anything like it. Seeing tragedy before it happens... what a curse. I'd have gone to pieces days ago if it was me. I don't know how you do it, Twilight.”

“Me neither,” she replied glumly. “At first, I came here to see if you were okay. Because of... you know... But really, I think I just needed somepony to talk to. I also hoped you might be able to give me some advice.”

Rarity took both of Twilight's hooves in hers. “You were right in coming here. Talking about something always helps, and I'm here for you. As for dealing with it, all I can think of is to hope that whatever you had Greyhoof do worked. In the meantime, you can always do what I'd do in a situation like this: a nice day at the spa.”

“That does sound quite relaxing,” said Twilight, wistfully envisioning herself being massaged and pampered by Aloe and Lotus.

“I'm sorry I couldn't be more helpful,” said Rarity. “But I've never dealt with something like this before.”

“I don't think anypony has,” said Twilight. “I do think you're right, though. I need to go and forget about this whole mess for a few hours. Worrying about it right now will only make things worse.”

Rarity nodded. “Good. Now how about some tea before you leave?”

“I'd love to.”

Twilight had scarcely raised the teacup to her muzzle when she heard a loud crash from the front of the shop. Startled, Rarity opened the door and Applejack charged into the room, looking winded.

“Twi!” she gasped. “Ya gotta come quick! It's Greyhoof!”

* * *

“So, why are we here again, exactly?” asked an exasperated Rainbow Dash, flying a few feet above the ground of Whitetail Wood.

“To look for the poor little animals,” replied Fluttershy patiently. She opted to trot on the forest floor instead of flying. “Well, you said you'd help me look for the animals, remember? I volunteered to search for Twist and Holly here because I haven't searched for the animals here, either.”

“But what makes you think they'll be here?” pressed Rainbow. “I mean, you said they weren't in their homes, so why would they be in Whitetail Wood?”

“Why not?” countered Fluttershy. “I think it's as good a place as any. I can't explain it, but... I feel like we might find them here, somehow.”

Rainbow sighed. “I hope you're right. At least out here it's... uh... nice and quiet?”

Fluttershy nodded enthusiastically. “Oh yes, it's great! The perfect atmosphere for finding those animals!”

When she was sure Fluttershy wasn't looking, Rainbow facehoofed. This really is a waste of time... She looked down at Fluttershy, who continued her progress through the woods with a look of pure optimism on her face. But I guess I should humour her. A promise is a promise, and it is sorta peaceful out here...

Rainbow and Fluttershy began moving off the beaten path in the hope of finding animals in the more secluded sections of the wood. In spite of the dire situation, the beauty of the forest in the midsummer afternoon was strangely calming. It was fairly hot, but the gentle breeze rustling through the browning leaves counterbalanced the heat. The only thing preventing it from being a perfect trip through the woods was the distinct lack of the local wildlife.

Rainbow noticed Fluttershy's demeanor steadily declining toward sadness as they continued their trek. Fluttershy's face lit up for a moment each time she poked her head into a den or warren, but moments later she trudged away from it dejectedly, finding nothing. It was well into the afternoon when they neared the eastern edge of the wood – the mountain that Rainbow fondly remembered tricking Applejack into going up during the last year's Running of the Leaves coming into view.

Flying down next to her friend, Rainbow gave her a consoling hug. “Look, Fluttershy, I think it's time we turned back, or looked somewhere else in the woods. We're not gonna find anything up there.”

Fluttershy unfurled her wings and shook her head. “No, Rainbow, I say we should go up the mountain.”

Taking to the air, Rainbow narrowed her eyes and focused intently on the mountainside, finding no signs of life. “But why?”

Fluttershy joined Rainbow midair, following her gaze. “I – I don't know... but at the same time... I just... know.”

“Fine, we'll circle it once, then we're looking somewhere else.” Rainbow sped toward the mountain, Fluttershy only a short distance behind her. Wow, she's flying pretty quick. She must really be onto something here.

When they reached the mountain, Fluttershy took off toward its northern face. That was then they saw it. A fairly large cave at the end of a narrow, winding trail – mostly obscured by vegetation – came into view. Without a moment's pause, Fluttershy landed at the cave mouth and beckoned Rainbow to do the same.

“This way, Rainbow, hurry!” she squeaked, galloping headlong into the tunnel as if she were possessed.

“Wait!” Rainbow called after Fluttershy, but it was no good. “Oh, horseapples.”

Rainbow flew in as quickly as she could, determined not to lose Fluttershy in the darkness. They didn't make it far into the tunnel before they heard a loud, ominous rumbling noise. It was drawing closer, and it was fast.

Finally catching up to Fluttershy, Rainbow landed in front of her and stood on her hind legs, spreading her front legs wide as if to shield her from what was coming toward them. “Fluttershy, get back! I'll hold 'em off!”

Fluttershy rested her hooves on Rainbow's shoulders gently. “No, Rainbow,” she said calmly.

As the rumbling grew almost deafening, its source was revealed. A myriad of various animals leapt past Rainbow and jumped on Fluttershy, hugging her fiercely. Rainbow stood there, blinking in disbelief as Fluttershy became engulfed by hundreds of animals of all shapes and sizes.

“Now why were you hiding here?” Fluttershy asked them in an almost scolding manner. “I was worried sick!”

Rainbow gently removed a badger that had been hugging Fluttershy's face so she could speak with her more easily. “When did they run away, again?”

“Well, I think it was the night of the party...” Fluttershy answered slowly as she thought back.

“The night of the party!” shouted Rainbow.

Fluttershy shushed Rainbow and began cooing the animals around her. “It'll be okay, little ones. Big mean Rainbow Dash won't hurt you.”

“No, no!” pressed Rainbow. “That was right before Twist went missing, wasn't it? What if the thing that scared the animals also got Twist?”

Fluttershy gasped, covering her mouth. “But... who – or what – could do that?”

Rainbow shook her head. “I don't know, but I think we've finally got a clue. Let's get the animals out of here and tell Twilight what we've discovered.”

Fluttershy gasped. “Oh no...”

“What's the matter?”

“I just thought of something Twilight showed me, about the animals,” said Fluttershy. “Rainbow, I think you're right, and that means we're dealing with something terrible – much worse than just a ponynapper!”

* * *

“He's innocent!” Twilight yelled at the Mayor.

The two ponies stood by a podium at Ponyville town hall, surrounded by a throng of townsfolk. Rainbow flew over the crowd with Fluttershy in tow. The setting sun cast everything into bleak shadow. Landing beside the podium, Rainbow adopted an aggressive stance. “What in the name of Celestia is going on here?”

“It's Greyhoof,” choked a sobbing Twilight. “He's – he's –”

“Greyhoof has been convicted of the abduction and murder of three ponies,” said the Mayor sternly, hairs falling out of place in her unkempt mane as she spoke. “As such, he is to be detained unless he is absolved. Bring forth the prisoner!”

Emerging from the town hall, two burly stallions escorted Greyhoof, who wore heavy manacles around his hooves and a chain leash around his neck. “You have to believe me,” he shouted, looking at the Mayor. “I've done nothing wrong!”

Fluttershy landed beside Rainbow, the jubilation at finally finding the missing animals fading in a heartbeat. “Oh no...” she squeaked. “W-what did he do?”

“Greyhoof was caught on his own this afternoon,” said the Mayor accusingly. “There has been another abduction today as well. A pegasus named Cloud Kicker, the very pony Greyhoof claimed to be after. She was reportedly last seen near the spa. He's known too much about this whole catastrophe all along.” The Mayor ignored Twilight's protesting sobs and continued shrilly, trying to drown her out. “Nopony here would do such a thing! These murders didn't start until right after he showed up. It's clear as day that he's the one behind all of this.” She gave Twilight a dirty look. “It wasn't until Twilight kept insisting that I have no actual evidence that it was decided that he will be merely detained pending further investigation, instead of being publicly executed, here and now.”

“I told you, town mayors haven't had that sort of power for seven-hundred and eighty-three years!” screamed Twilight, her vocal cords raw from the effort. “Decree of Princess Celestia Number –”

“I know the damn law!” barked the Mayor. “Surely in a case like this, the Princess wouldn't mind if somepony took the initiative! Regardless, his life will be spared – for now.”

“But he saved my life!” cried Twilight, taking an aggressive step toward the Mayor. “Think about what you're doing! You haven't given him a hearing, a trial, nothing! If it weren't for Greyhoof, I wouldn't be here right now, and neither would Applejack or Rarity!”

“Be that as it may,” said the Mayor dismissively, rubbing her eyes. “For now, he shall reside in the clock tower. Take him away!” She motioned to the two stallions. “Ponyville can rest easy once again. There will be no further killing sprees as long as I am mayor of this town!”

As Twilight saw Greyhoof being slowly dragged away, she felt as if a piece of her went with him. “No. No! I won't let you do this!” she screamed, staring daggers at the Mayor. “Do you not understand the magic of friendship? The very friendship that saved Equestria from both Discord and Nightmare Moon? Friendship is not skin-deep, Mayor. Greyhoof is my friend, and I can assure you with no uncertainty that he is innocent! Just because it's convenient to pin everything on him doesn't mean it's right.”

Twilight continued to scream, magic crackling from her horn and surrounding her whole body as she began to lose control. “There are too many other things going on. Greyhoof isn't responsible for this! He's been with me for most of his stay in Ponyville, and I won't stand idly and watch you throw an innocent stallion in prison!” Tears streamed down her face unabated as she didn't even bother to wipe them away. “I swear by my status as the disciple of Princess Celestia – no, on my own life – that my dear friend Greyhoof is not to blame for this ordeal!”

The Mayor only responded by looking away. Her mind was racing wildly, though it was a slightly calmer now that she had vented some of her anger and frustration. This is like what happened with the masticore, only worse! Why isn't Greyhoof using his magic to free himself? Twilight knew the answer to her own question, however: If he uses force to defy the Mayor, then that only reinforces her heinous claims...

Twilight tried to ignore the jeers of the crowd, and the cries of astonishment and outrage coming from her friends. She could feel an anvil being dropped in her stomach as she saw Greyhoof being torn away from her, and all she could do was stand there and watch. She knew that as outrageous and unjust as the situation was, she didn't dare interfere, lest she became branded a criminal herself.

Greyhoof closed his eyes and bowed his head as the stallions led him away from the town square. The crowd parted to let them through, slinging insults. Some even threw pebbles at him. As a particularly sharp stone struck the side of Greyhoof's head, drawing blood, Twilight lost what little composure she had left. As she saw the blood run down his face, Twilight collapsed onto the ground and sobbed openly, unable to watch any longer. Nopony, with the exception of Rainbow, Applejack, Fluttershy, Rarity, and Pinkie, paid the slightest bit of attention to her as Greyhoof was dragged forcibly toward the clock tower, which the sun was ominously setting behind, ushering in a dark nightfall.

Chapter VII - Guilty Until Proven Innocent

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Chapter VII
Guilty Until Proven Innocent
===============

“Open up!” screamed Twilight, bashing a hoof against the Ponyville clock tower door as hard as she could. “Let – me – in!”

“They can't hear you.”

Twilight felt the blood freeze in her veins. I recognize that voice... but... how is this even possible? She spun around, knowing what she would see. A few feet behind her stood the creature, but there were two significant differences. The first was that Ponyville was not on fire; it was a cool, tranquil evening. The streets were desolate with the exception of Twilight and the dark mare. The second difference unsettled Twilight more than the first. It now possessed a pair of large, lantern-like eyes that glowed a bright white.

“W-what do you want?” spluttered Twilight, anger dripping from her every word. I don't understand! That protective spell should've worked! Why is this happening again?

The mare chuckled. “You continue to foalishly disregard my warnings. Now you are facing the consequences.”

For a moment, Twilight prepared herself for battle, calling upon her magic. Then, she paused. I – I can't fight this – whatever it is... it's just too powerful. Exhaling slowly, she released her grip on the magic, lowering her defenses completely. “What do you want from me? Who is this 'evil one' that I'm meant to destroy?” she demanded.

Remaining stationary, the thing's eyes bored into Twilight like a pair of white-hot branding irons. “The answer has always been laid before you. All you must do is listen...” It turned its bright eyes to the left. If Twilight didn't know better, she would say that it was grinning.

A light purple earth pony with a puffy white mane emerged from the shadows. “Hey, Twilight, what's with all the racket? I'm –” Cotton Top stopped mid-sentence when she noticed the dark mare. She opened her mouth to scream, but the dark mare's eyes glowed even brighter.

“You're next!” hissed the mare, enveloping Cotton Top in a thin veil of purple smoke. Within seconds, Cotton Top was over fifty feet in the air, the smog around her growing more dense as she ascended.

Twilight tried to free the helpless pony, but her magic was unable to pierce the surrounding smoke. “Put her down now!”

“Normally I don't take requests...” The dark mare's eyes flashed and Cotton Top suddenly burst into flames high above the two.

Twilight could only watch in horror as the ball of fire that was once Cotton Top hurtled toward the clock tower like a meteor. Upon impact, the entire tower exploded, creating a blazing shockwave which covered the entire town in flames. Feeling her legs buckle beneath her, Twilight fell to the ground, overcome by pain and confusion, the inferno roaring around her.

“This is your last chance to destroy the evil one, Twilight Sparkle!” jeered the creature, its voice cutting into Twilight like razorblades. “Soon, somepony close to you shall be claimed by the evil one, and you will be powerless to stop it!”

The flames suddenly closed in on Twilight. Unable to slow them with her magic, she flailed her hooves wildly as the fire overtook her ineffectual defenses. Her vision abruptly went black, and the flames vanished. She opened her eyes to find herself in her bed in the library, her blanket in a crumpled heap on the floor, no doubt the result of her flailing.

Twilight vaguely remembered storming off to the library after Greyhoof's imprisonment, ignoring everypony she met along the way. She could feel the pillow beneath her head was still slightly damp from when she had cried herself to sleep. When she finally brought herself to climb out of bed, she was startled to see her five closest friends gathered downstairs, waiting for her.

“Girls – what – what are you doing here?” asked Twilight in astonishment, pausing halfway down the stairs.

“We figured ya could use a shoulder to cry on, sugarcube.” Applejack removed her hat and set it down beside her. “Spike let us in a while ago. We didn't wake ya because, well...”

Twilight nodded. “I certainly needed the rest. Spike did send my letter to the Princess, didn't he?”

“Yeah huh!” said Pinkie. “He definitely said something about that. He also –”

Fluttershy flew up to Twilight and hugged her so hard, it nearly sent her tumbling down the rest of the stairs. “What they did to poor Greyhoof was horrible, just horrible!”

Gratefully returning Fluttershy's embrace, Twilight thanked her and ambled down the rest of the stairs, giving the rest of her friends a forlorn look.

Rarity's mane swished as she turned her head indignantly. She let out a humph. “This is simply outrageous! The Mayor's lost her mind!”

“I know what you need...” exclaimed Pinkie gleefully, shuddering with excitement. “A pa–”

“No!” interrupted Rainbow, unfurling her wings. “Don't you pay attention, Pinkie? Considering what's going on, this is not the time.”

Pinkie's expression went from jubilant to crestfallen in the blink of an eye. “Oh, you're right, Dashie...” Turning dejectedly, she began walking out of the room until something on a nearby desk caught her eye. “Ooh! Lookie what I found! Spike probably left it here. I think this'll help for sure!”

What in Equestria is she on about? Twilight looked in Pinkie's direction and immediately perked up when she saw what Pinkie was indicating. “A letter!” Dashing toward the desk, Twilight grabbed the rolled scroll with newfound enthusiasm. “Yesterday I sent a letter to the Princess about this whole mess. I'm just glad she got back to me so quickly. Maybe she can even help free Greyhoof!” Wasting no further time with explanation, Twilight feverishly unraveled the scroll and began to read.

Dear Twilight,

How are ya doing, kid? I know I promised I'd write more often after my honeymoon, but being a Prince is really time-consuming. Retiring as Captain of the Royal Guard has made little real difference. I do hope Phalanx is handling his promotion okay. I'm sure he's doing fine. Anyway, I'm afraid I won't be able to see you until the Summer Sun Celebration in Canterlot, which Cadence and I are being sent all around Equestria to promote.

Really, who needs to be told about the Summer Sun Celebration, especially when it's being held in Canterlot itself? When I brought this up to the Princess, she insisted that Cadence and I attend to these matters, saying something about it being some royal tradition or other. Bah!

At least Stalliongrad is nice. It's just north of the Crystal Mountains, so we're staying there while we visit the northern Equestrian cities. I should show you around, if I can ever find the time. Maybe we can –

Clenching her teeth in frustration, Twilight incinerated it, the ashy remains slowly falling to the floor.

“Twi!” cried Applejack in alarm. “What's wrong? What'd it say?”

“It wasn't from the Princess at all,” said Twilight bitterly. “It was from my brother. Since he's technically royalty now, the Princess sent him to northeast Equestria to do something or other related to the Summer Sun Celebration.”

Fluttershy slowly approached Twilight and began to nuzzle her left cheek like she would a wounded animal. “I'm sorry to hear that... I'm sure Princess Celestia will send a reply soon.”

Twilight couldn't help but smile faintly. “So... what's happening today? More search parties?”

Shaking her head solemnly, Rarity rested a comforting hoof on Twilight's shoulder. “They're... holding a funeral.”

Twilight froze. “A funeral? Whose funeral?”

“It's...” Rarity winced, as if breaking the news was too much for her to bear.

“Twist, Holly, and Cloud Kicker,” said Rainbow. “The Mayor thinks now that Greyhoof is safely behind bars, the best idea is to just give 'em a funeral and move on.”

Twilight began to feel the pure rage she had experienced the night before swelling deep within her, blossoming into a deadly force that threatened to take over her whole body. “She – did – what?” she demanded, grinding out every syllable.

Applejack picked her hat back up and placed it on her head a little harder than usual. “Trust me, we ain't too fond of the idea, either!”

“This is far from over,” said Twilight almost threateningly. Everypony froze and stared at her. Noticing their shocked expressions, Twilight sighed, allowing her anger to subside. “Look, there's something I haven't been telling any of you. I've been having nightmares for days. These aren't ordinary nightmares, either; they're somehow connected with reality.”

Rainbow arched an eyebrow and gave Twilight a look that suggested she was questioning her sanity. “What are you talking about?”

Twilight shuddered as she called upon her memories of those horrific visions. “I – I saw them getting killed. All of them, in my dreams. What they were murdered by isn't real, but when I saw one of them die in my nightmare, they wound up missing the next day. Yesterday, I saw Cloud Kicker killed...”

“Why didn't you say somethin' sooner? We could've saved 'em!” cried Applejack.

“At first... I said nothing to anypony. How could I? Everypony would think I was insane,” said Twilight defensively. “There's a lot more to the dreams than just ponies getting murdered – things I don't understand. Yesterday I had Greyhoof perform a spell on me to prevent the dreams, but it seems to have done nothing.” Twilight looked at the floor in despair. “Last night I saw another, an earth pony named Cotton Top, getting murdered. Her life may already be forfeit.”

“We have to warn her!” shouted Rainbow in a sudden outburst that made everypony jump. “Twilight, open the window!”

Twilight nodded at Rainbow. Her horn shimmered and the library window opened. The second there was room enough, Rainbow shot out at blinding speed. The others stood in there in silence after Rainbow's departure. Eventually, Twilight decided to break speak. “I've got it.”

Applejack cocked an eyebrow at Twilight. “Got what, sugarcube?”

“Everypony will be at this big funeral, right? It's the perfect distraction!” Twilight's left ear began to twitch as she spoke. “If the Mayor won't see sense, I'll just use my magic and break Greyhoof out of prison!”

“Um, I don't think that's a very good idea,” squeaked Fluttershy, slowly backing away from Twilight.

“Please, darling, I know this is wrong, but that isn't the answer!” Rarity implored gently.

Twilight felt her stomach knot up. “It is the answer!” she snapped. “My friend is sitting in a prison for unjust reasons! Helping a friend is the least I can do. I – we need him; we're having a hard enough time solving this as it is, and it'll only get worse without him. With Greyhoof free, we just might stand a chance. By breaking a few asinine rules, we can save lives.”

“Twi, listen to yourself!” Applejack shook Twilight. “Regardless of whether it's 'for the greater good' or not, it's breakin' the law! You saw how the Mayor and everypony treated Grey, didn't you? If anything, you'll be lumped in with him as a criminal!”

“I don't care,” spat Twilight, “I'll become a fugitive in Ponyville until we catch the real killer if I have to! Who cares if we defy the Mayor, as long as we save lives in the process?”

Applejack shook her head. “No, sugarcube, there has to be another way. Do you remember when Grey broke into Zecora's hut to get that cure for you? Remember how you gave him what for? This is no better than what he did.”

Twilight slumped. “You're right...” she moaned reluctantly, “but what can I do otherwise?”

“Duh!” exclaimed Pinkie. “Throw on your detective cap and get to work, silly!”

“Pinkie, you're a genius!” Twilight leapt forward and hugged Pinkie so forcefully, it almost knocked her off her hooves. “Why didn't I think of it sooner?”

“Oh, that's easy,” said Pinkie, patting Twilight on the back. “You've been going through a lot lately. It's no wonder things would be getting to your head a little.”

Twilight released Pinkie and exhaled slowly. “Right,” she said to herself more than anypony else, “I'm going to need scrolls. Lots of scrolls. Everypony in all of Ponyville is going to be accounted for, as well as the whereabouts of all of the missing ponies. Once I've compiled all of that information, I can begin cross-referencing them with the possible motives of everypony else. This is going to take some time...”

“You get right on that, sugarcube,” said Applejack. “Meanwhile we'll keep an eye out for anything that happens while yer doin' all this here detective work.”

Applejack's words went unanswered, as Twilight was already immersed in a whirlwind of scrolls, which began to form a small mountain in the centre of the room. Once they were stacked, Twilight grabbed one at the top of the pile and laid it out before her. She grabbed a bottle of ink and a quill, and began to write furiously.

“Look out!”

Twilight had scarcely written more than a dozen lines before Rainbow hurtled through the window like a small meteor and crashed into the mountain of scrolls, sending parchment flying in all directions.

“Uh, sorry about that...” said Rainbow sheepishly.

Twilight cleared the scrolls from around Rainbow and began rearranging the pile next to her. “It's okay,” she said, mildly annoyed. “So, did you warn Cotton Top?”

Springing to her hooves, Rainbow unfurled her wings. “No! I couldn't find her anywhere, and I mean anywhere. Either she's on vacation, or...”

“Oh no!” Fluttershy covered her face.

“W-what do we do?” stammered Rarity.

Twilight put a hoof down loudly in front of her. “We make the best of this.”

“Uh, come again? Somepony else just possibly went missin'.” Applejack cocked an eyebrow at Twilight.

“It's so simple,” said Twilight, a grin slowly creeping onto her face. “If another pony went missing after Greyhoof was put in jail...”

Rarity's face lit up. “Then that means –”

“We've got evidence!” Twilight finished breathlessly. “Once they hear of this, they'll know Greyhoof is innocent! If we're lucky, we can save Cotton Top as well. Girls, what do you know of the funeral plans?”

“I reckon they're gonna be starting soon,” said Applejack. “I was helping them set up before we came to see you.”

Spinning around, Twilight abandoned the parchment on the floor and advanced purposefully toward the door. “Good. We're going to the funeral. Now.”

They had scarcely left the library when Twilight slammed the door loudly enough to make Fluttershy give a startled yelp and jump a few feet into the air.

“Um, Twilight?” said Rainbow, flying beside her as they made their way through the deserted streets of Ponyville. “Are you feeling okay? It's just that –”

“Just what, Rainbow?” snapped Twilight.

Rarity cleared her throat delicately. “Well, you've –”

“You've been actin' kinda strange, sugarcube,” finished Applejack. “I think I can speak for all of us when I say, we're worried about ya.”

“What do you mean?” asked Twilight, her voice faltering.

“It... almost feels like... that you're becoming a different pony,” said Rarity, wincing as she spoke. “This is so unlike you, darling.”

Twilight's eyes widened. “What?”

“Not five minutes ago, ya were talkin' about breaking Grey outta prison, just like that!” exclaimed Applejack.

“A-and you – you thought of how to use poor Cotton Top's disappearance to our advantage instead of what we could do to help that poor pony...” added Fluttershy.

“The point is,” said Rainbow sternly, “that you don't seem to be the same Twilight. You're... different, somehow.”

Twilight's face scrunched as she tried to bite back the well of emotions that her friends' words had suddenly conjured up. Are they right? What am I doing? Was I really planning on doing something so irrational and careless? She exhaled slowly. “I don't know, girls, I really don't. These nightmares have been weighing on me, bringing me down. It's like I'm being shown the future, a dark future, and I'm powerless to stop it. In my dreams, I fight the dark mare with everything I've got, but nothing I do has any effect on it. Each time, it seems to get even more powerful, and everypony it destroys in the dreams vanishes not too soon after I wake up.”

Pausing for a moment, Twilight used her hoof to wipe tears from her eyes. “Greyhoof felt like the last bastion of sanity I had. He seems to understand what I'm going through, and is the only pony with enough knowledge and magical ability to truly help me. I'm... sorry. I promise I'll try to think more clearly before I propose something as drastic as breaking the law. It's just... without him, I don't know what to do or who to turn to. Princess Celestia hasn't even replied to my letter...”

“You can turn to us,” said Fluttershy. “I know I can't magic away your dreams, or free Greyhoof, or stop that mean, nasty ponynapper from taking more ponies, but I will be there for you and help you in any way I can.”

“Even if I can't catch the ponynapper or help you with your dreams, I can throw you a party when you catch him!” chirped Pinkie.

“Just have faith in yourself, Twi,” said Applejack. “And if you ever need to, lean on us. We'll be there.”

“If worse comes to worst, and the Mayor won't see reason... I suppose I could try to practice that spell you had Greyhoof perform, at least as a substitute,” offered Rarity. “I know it won't be as good, but I would think it'd be better than nothing.”

Looking from side to side, Twilight smiled as she saw her friends trotting faithfully beside her. “Girls, I just wanted to say... thank you for everything.”

“Don't sweat it, Twilight,” said Rainbow, giving Twilight a friendly nudge. “We'll always be here for you, and you know that.”

Twilight smiled. “You have no idea how much this means to me. I know I've been out of sorts lately, but the whole situation seems to be getting worse and worse with no end in sight. Sometimes, I just don't know what I'm supposed to do.”

“I'm sure you'll think of something,” said Rarity. “You always do.”

Twilight glanced at the clock tower as they moved past it, and felt a familiar sense of gloom seeping back into her body. “I hope so, before it's too late...”

“Too late for what?” asked Pinkie, who, to Twilight's dismay, bounced merrily alongside her.

“The dark mare – it said... that somepony close to me is next.” Twilight gave the clock tower one last forlorn look as they rounded a corner. “I don't know who it was talking about. Maybe the Mayor is planning on executing him...”

“I will not stand for such an atrocity!” exclaimed Rarity.

“And neither will he,” added Applejack. “Some of us have seen what Grey can do. If they try to lay a hoof on him beyond what they've already done, I don't think he'll just sit there and let 'em have their way with him.” She shook her head. “Nope, he'll show 'em how he's able to fight a masticore!”

Twilight tried to smile, but an ever-present sense of dread kept her spirits low. “That may be, but what if it's the killer after him? What if... the dark mare meant it was one of you?”

Rainbow puffed her chest out. “Don't talk like that! I'm not letting some dirty ponynapper get me!”

“Yeah, you've gotta wake up pretty early in the morning to pull one on Pinkie Pie!”

As they turned around another corner, the grim sight of the funeral greeted them. The Mayor stood on a ramshackle wooden platform next to three headstones. Twilight froze as the scenes of their deaths at the dark mare's hooves flashed before her all at once in a flurry of carnage. She hardly noticed her other friends walking past her and joining the crowd solemnly gathered before the Mayor, whose words sounded unintelligible to Twilight.

The spectacle before her seemed to melt away as Twilight began vividly recalling the previous days' events. First, discussing the situation with Spike back at the library after he had sent the letter, then the growing unease she had felt when Greyhoof did not return. Some hours later, she had abandoned her research and began frantically looking for him in town, only to find that the Mayor had issued a warrant for his arrest. The pain she felt when her pleas for sanity fell on deaf ears as the Mayor announced a town meeting to publicly imprison him came back in full force and nearly brought her to her knees.

Twilight closed her eyes and bowed her head. Who does she think she is, saying that Greyhoof is to blame? The Mayor is just afraid, and all she's doing is using him as a scapegoat. Well, I won't let her. Twilight looked up and glared at the Mayor bitterly. “ENOUGH!”

Whatever the Mayor was saying was halted mid-sentence by Twilight's sudden outburst. Everypony in the crowd turned around and stared at Twilight as they began to murmur uneasily. The Mayor cleared her throat loudly. “I would think that you might show more respect for the dead, Twilight Sparkle.”

Twilight stormed through the crowd, which hastily cleared a path for her, allowing her to stand next to the Mayor on the platform. “This whole thing is a farce!” shouted Twilight. “You've got the wrong pony, and I can prove it!”

The Mayor shook her head. “No, Twilight, we are not having this discussion here –”

“Shut up.” Twilight didn't scream or shout, but the even calmness of her statement silenced the Mayor. “Everypony in Ponyville is here now, correct?” Noticing the Mayor nod slowly, Twilight continued. “Good. I have a way to settle this once and for all. If everypony in Ponyville is gathered here, and the 'killer' Greyhoof is safely behind bars, then nopony will be missing if we do a headcount, right?”

The Mayor blinked. “Well, I suppose so –”

“Then do it,” demanded Twilight.

“You seem awfully confident.” The Mayor eyed Twilight suspiciously.

“Miss Mayor!” said Rarity incredulously. “You are not suggesting that Twilight has something to do with this, are you? Why, she's been asleep and we've been with her ever since she's woken up.”

“Ya heard the lady!” hollered Applejack. “Just call it a hunch.”

The Mayor glanced nervously around her, first at Twilight, and then at her friends gathered in the audience. “Fine. The memorial services will be postponed until we have completed a headcount. Bring me the town census.”

A grey pegasus took off toward the town hall upon hearing the Mayor's words. The crowd stood in silence as they awaited her return. Only a few minutes had passed before the pegasus returned with a hefty scroll in her mouth, which she unrolled on the platform next to the Mayor. Gruffly clearing her throat, the Mayor began to rattle off the names written upon it. The tension in the crowd began to dissipate as the Mayor made it through the A's and B's without incident. Some of the gathered ponies began shooting Twilight glares as the Mayor was plowing through the C's.

“Cotton Top,” said the Mayor mechanically. There was no answer. “Cotton Top,” she repeated, increasing the volume of her voice. Silence was once again the only response. “Cotton Top?” shouted the Mayor a third time. Dread rippled through the crowd like a wave as the Mayor's knees buckled beneath her and she fell on her flank, looking blankly in front of her. “Oh no...” She gulped. “S-send a couple of pegasi to her house! Where was Cotton Top the last time anypony saw her?”

Two pegasi took off toward Ponyville, soaring overhead. A light pink earth pony named Millie half-galloped to the stage. “I-I was with her just this morning!” she stammered. “S-she was going to pay Rarity a visit, I think. Yeah, it was to check out that order of dresses she's been working on before they were shipped to Canterlot.”

“Has anypony else seen her after that time?” asked the Mayor. When nopony answered her, she bowed her head. “That means... unless she's at her house –”

“Miss Mayor!” shouted Flitter, one of the pegasi that had been sent to town. “Cotton Top's house is deserted!” She landed next to the Mayor, panting as she was joined by Cloudchaser.

The Mayor slowly turned to Twilight. “I... think I owe you an apology,” she said. “All I ever wanted was the best for Ponyville. I'm so sorry. I've made a terrible mistake.”

Twilight could feel joy beginning to blossom inside of her. Finally, this injustice ends! It won't be long now, Greyhoof. I promise. Yet, while her relief was immense, a dull ache filled her stomach. How many more have to die before the end of this? “Greyhoof and I will find the killer. I promise.”

“Thank you.” The Mayor gave a quick pause before standing back on her hooves and stepping beside Twilight. “It seems we have made a gross misjudgment. Let it be known that Greyhoof is an innocent stallion. Return to your homes at once, everypony, and travel in groups of three or more at all times. Greyhoof is to be released immediately. Twilight Sparkle and Greyhoof as well as anypony willing to lend a hoof will lead the investigation to get to the bottom of this catastrophe.”

After she finished speaking, the Mayor stepped off the stage, Twilight joining her. Unable to contain herself any longer, Twilight set off toward the clock tower at a full gallop. By the time she arrived, Twilight found herself gasping for air. Pausing to catch her breath, she looked around and found nopony in sight. Giving the handle a try, she found the door to be locked.

Narrowing her eyes, Twilight fired a magenta blast from her horn, which caused the door's handle to shatter into a thousand pieces. Kicking the door open, she bolted up the wooden stairs, which emitted a loud creak with each of her hoofsteps. Upon reaching the top, Twilight spotted a hallway on her right. She grimaced when she spotted the same two stallions, had taken Greyhoof away, standing at the end of it. They were standing guard over a cell with steel bars.

“Greyhoof!” shouted Twilight.

Rising to his hooves from a crude bed of straw, Greyhoof blinked and advanced forward until his face was at the bars of his cell. “Twilight?”

“State your business,” said Vigilance, the brown stallion with the silver mohawk, gruffly.

“Greyhoof is an innocent stallion. Release him, now!” ordered Twilight, struggling to keep her voice even.

The light brown stallion with a short brown mane and tail, Jim Beam, looked impassively at Twilight, and rubbed the stubble on his muzzle. “On whose authority?”

“The Mayor's.”

“Papers?” grunted Vigilance.

Twilight blinked. “What?”

“Papers,” he repeated. “If you have no proof of this statement, then I'm going to have to ask you to leave.”

Taking a purposeful step forward, Twilight gritted her teeth. “She's coming here now. Let – him – go.”

“Halt!” barked Jim.

“Twilight, what happened?” asked Greyhoof.

“There's been another abduction,” said Twilight, exhaling slowly. She flicked a furious glance toward Vigilance. “All the more reason for you two to release him immediately.”

Greyhoof hung his head low, ears drooping. Twilight looked at him, but found herself at a loss for words. He thinks this is somehow his fault, doesn't he? Trapped in here while the killer still roams free, unable to lift a hoof to help save lives. And yet here I stand, full of more relief than remorse for Cotton Top's fate. The sound of a set of hooves clopping up the stairs behind her cut into her thoughts. Finally!

A few seconds later, the Mayor stood at the end of the hallway, breathing heavily. “Release him.”

“Ma'am?” asked Jim in disbelief.

“I said release him,” repeated the Mayor. “We've got the wrong pony.”

The stallions looked at each other, blinking in surprise. It took a second reiteration of the Mayor's command before Jim reached for a set of keys and opened the cell door. The moment there was sufficient clearance, Twilight lunged through the door, hugging Greyhoof fiercely.

“I thought I'd lost you,” whispered Twilight, crying into Greyhoof's shoulder.

Gently patting Twilight, Greyhoof smiled. “Thank you for freeing me. I promise you, I will not let this happen again, and I will get to the bottom of this.” He withdrew from Twilight's embrace and looked at her, and then the Mayor, his eyes ablaze.

Drying her eyes, Twilight nodded at Greyhoof. “Let's go home.”

Twilight and Greyhoof began to leave. As they reached the end of the hallway, Greyhoof looked back, first at the Mayor, and then at the stallion guards. Finally, his gaze rested on his cell. For a split second, his eyes flared as his face contorted in pure rage. “Next time, don't be so hasty about locking somepony up. Part of being a wise leader is thinking things through before acting.”

Leaving the Mayor to dwell on this, Twilight and Greyhoof briskly trotted down the stairs and left the tower behind them. When they left the prison, they saw the beaming faces of Applejack, Pinkie, Fluttershy, Rainbow, and Rarity, waiting for them.

“Glad to see you're free,” said Rainbow sarcastically. “I was beginning to get used to you being locked up.”

“Not the time, Rainbow!” said Twilight darkly.

“Whatever,” said Rainbow, flapping away from the group, landing at least thirty feet away from them.

“Grey, are ya okay?” Applejack clapped a hoof on Greyhoof's shoulder, staring into his smoldering eyes with a worried look.

“No,” said Greyhoof. “I know that I only walk free because of the probable demise of yet another innocent pony. This can't continue. It's getting late. All of you should travel in pairs and head back to your homes. Twilight and I will get to the bottom of this... I hope.”

The ponies nodded to each other and went their separate ways, traveling in pairs as per Greyhoof's suggestion. When they were alone, Twilight and Greyhoof walked at a leisurely pace toward the library. Despite the gravity of the situation, Twilight couldn't help but smile at Greyhoof for most of the journey. When they reached the library, they found Spike snoring in his basket. Twilight gave the sleeping Spike a soft smile as she levitated his basket to the top floor, gently setting it beside her own bed.

“What's that for?” asked Greyhoof, closing the door behind them.

“You were right,” said Twilight. “This has got to stop. I know it's been a long day, but I feel we should get started tonight.”

“About that,” said Greyhoof, smiling sheepishly. “Do... you have anything to eat? The food at the clock tower wasn't exactly Manehatten cuisine, you know.”

Twilight laughed a little louder than she'd have liked; she heard a snort from upstairs. Pausing until she heard Spike's snores resume, she smiled. “I'm sure I've got something. I'll tell you what. Tomorrow, we can get something from Sugarcube Corner. I'm sure Pinkie will have something whipped up for us, actually.”

Greyhoof nodded. “I guess I can ignore my hunger until then. So, what were you working on yesterday?”

“Well,” said Twilight, indicating the mound of scrolls. “I was beginning to write up short dossiers on everypony in Ponyville, listing motives, known recent activity, and –”

“Stop.” Greyhoof raised a hoof. “I have a feeling that those will not be much help to us. I'd be happy to help continue work on those tomorrow, but now we have something more important to discuss.”

Twilight gulped. “Your... mind control theory?”

“Yes,” said Greyhoof. “I may not be right, but if I am, then these documents are all but worthless. All we will be able to do with what information we have is to make an educated guess based on the whereabouts of the ponies just before they went missing.”

“You mean?”

Greyhoof nodded again. “I refer to my previous stories of similar incidents. Murders without rhyme or reason, ponies seemingly going on berserk killing sprees. Of course, they were executed as soon as they were discovered, making the possibility of mind control as the culprit impossible to uncover. Call it a hunch.”

Twilight's heart sank. “Then how do we catch whoever it is?”

Greyhoof averted his eyes from Twilight. “I don't know. We have one advantage: knowledge of the 'Want It, Need It' spell. You said you knew how to reverse it, correct?” Noticing Twilight's nod, Greyhoof met her eyes once again, regaining his focus. “Then, if I'm correct, that will be our sole advantage.”

“Well, it all depends on what sort of mind control we're talking about,” said Twilight. “This spell works differently than true mind control. True mind control requires a great deal of power – more power than I think either of us are capable of.”

“Indeed; there are few ponies who can accomplish such a feat,” said Greyhoof heavily. “Though I fear that we are, in fact, dealing with true mind control. Apart from being panic-stricken, everypony seems to be acting relatively normal, don't they?”

“I think so...” said Twilight. “At least I hadn't heard of anything unusual before this all started.”

The fire in Greyhoof's eyes intensified. “Wait, did you ever send that letter to the Princess? What's her take on the situation? We could certainly use her wisdom at a time like this.”

Twilight struck the floor with a hoof. “Nothing. She hasn't responded at all, and I don't understand why. Normally, Princess Celestia would answer a letter as serious as this one within minutes. It's been over twenty-four hours.”

“Remember what I said earlier? I was truly hoping that I was wrong, but –”

“No, don't say it,” whispered Twilight.

Greyhoof rested a hoof on Twilight's shoulder. “I know, and I won't. But the nature of these murders and her lack of response are not good signs. The both of us know that few ponies possess the necessary power to use mind control magic, and Princess Celestia is one of them. It's the perfect weapon, if you think about it.”

Staring into Twilight's eyes, Greyhoof's face fell. “At first, I imagined that mind control magic would force a pony to act oddly, as their will was no longer their own, but now it seems that this isn't the case. Whoever our killer is, he or she must be acting normally, and is likely even ignorant of being responsible for this. Only in the moments of the act will they lose control and obey their mistress. I've heard an old saying that rings true in this circumstance. None are more hopelessly enslaved than those who falsely believe that they are free.”

Twilight shuddered. Why do his words make more and more sense the more I hear them? I can't believe I'm beginning to agree with him, but who else could be capable of such a spell? The Princess herself said that she'd never met a unicorn with my potential, and even I couldn't do this even if I wanted to. What's more, if this happened mere centuries ago, Princess Luna is ruled out, as she was imprisoned in the moon...

While Twilight was lost in her own thoughts, Greyhoof had grabbed the sheets from his bed and set up a small cushion on the floor. Once his work was done, he extracted over a dozen books from the shelves in the library and sorted them into two stacks next to it.

“I think these are most of the relevant books in your collection,” said Greyhoof, snapping Twilight out of her stupor.

“Wha, huh?” mumbled Twilight.

“If we get to work on these books, we should be able to devise a spell that can break the mind control magic. I can only hope that we won't need it, but there's no sense in being unprepared.”

Twilight curled herself up on the cushion and smiled at Greyhoof as he sat next to her. “Thank you, Greyhoof. Thank you for everything. I was starting to lose hope, but with you at my side, I know we can do this.”

Twilight affectionately began nuzzling Greyhoof's neck with her head, wrapping a hoof around him. Greyhoof's face flushed as he smiled awkwardly and levitated the topmost book on one of the stacks, opening it in front of them and turning to page one.

Chapter VIII - Nightmare's Manifestation

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Chapter VIII
Nightmare’s Manifestation
===============

Twilight lay in her bed, looking up at the ceiling. She wasn't sure exactly how late they had stayed up studying, but when she finally went to bed, she did so with an air of confidence the likes of which she hadn't felt in days. Twilight was quite proud of herself; the spell that they had devised was largely thanks to her ingenuity, and when they retired for the night, they were certain it could do the job. With any luck, it would break any mind control magic.

Twilight stretched. “Greyhoof?”

There was no answer. Bolting upright, she found that Greyhoof's bed was missing. Twilight began frantically looking around the room. It was the library, but at the same time, it wasn't. Everything was darker than usual, the books were torn apart and strewn about the floor, and the whole place felt strangely warped, as if it had begun to melt.

“Greyhoof? Spike? What's going on?”

Silence was all that proceeded Twilight's call. Bounding down the stairs, Twilight saw that the entire ground floor was devoid of the scrolls that had littered it the previous day. The bookshelves were twisted and warped much like the upstairs ones, but they were bloodstained. She spun around as she heard a familiar laugh behind her.

“No – it can't be!”

The dark mare, even larger than in her last dream, stood in a pool of blood which expanded beneath its hooves. “You are too late, Twilight Sparkle.”

“Too late for what?” challenged Twilight through gritted teeth.

The brightness of the mare's eyes intensified, but its posture remained almost casual. “You have failed. What's done is done.”

Twilight bristled. “Y-you're wrong!”

The creature closed its eyes and pointed toward the library's door. “Beyond that door, all will become clear...” When it finished speaking, it vanished in a puff of smoke, which dissipated into the air.

Gulping, Twilight looked at the door suspiciously. At first glance, it appeared to be no more deformed than the rest of the library. Taking a deep breath, she wrapped her magic around the handle and opened it. Rather than leading into Ponyville, it instead revealed a long, barren hallway with a door at the far end. Its floor was made of wooden planks, and the pink wallpaper was peeling to reveal a bloodstained wooden frame behind it. What's happening to me? Is it even real? Am I going insane?

Twilight stepped into the hallway, the door behind her slamming shut seemingly of its own accord. Is the dark mare still out there? Checking behind her, Twilight found the door had vanished, replaced by the same peeling wallpaper that adorned the rest of the hall. I guess... the only way to go is forward. Taking a cautious step, Twilight exhaled loudly when nothing happened. She began walking slowly at first, looking from side to side frantically, as if her enemy might jump out of the walls at any moment. After a few steps, she quickened her pace, eager to be out of the hallway as fast as possible.

When she finally reached the end, she breathed a sigh of relief and opened the door. It was all Twilight could do to not scream. The floor was blood-caked and the place smelled of death, the stench strong enough to make her gag involuntarily. The walls were lined with knives, swords, and saws, all of varying shapes and sizes, and all of them bloodstained.

Twilight's mouth hung agape as she averted her eyes from the walls and turned her attention to the floor. There they were: Cloud Kicker, Holly Dash, Cotton Top, and lying at her hooves, Twist. The filly's glasses were smashed into pieces beside her. All four of the ponies were mutilated in some way, and each of them looked to have been dead for quite some time.

Staggering backwards, Twilight covered her mouth as she looked to the centre of the room, tears streaming down her cheeks. She saw the shadow of a pony struggling and strapped to a table. Before she could attempt to comprehend what she had just seen, her whole body seized up when she heard a blood-curdling yell. From behind the door lunged a pony whom she was unable to identify, yet looked strangely familiar. In the pony's clutch was a large, bloodied knife, aimed directly at Twilight. She screamed as her unknown assailant lunged at her, the knife swishing in the air. She had no time to react; the attack was so sudden and the horror of what lay before paralyzed her with fear. The knife made contact with her throat, and then –

“Twilight!”

“TWILIGHT!”

She woke with a start, a pale-looking Greyhoof shaking her. “Twilight! I heard screaming! Did you –”

Twilight bit her lip, her eyes watering, as she nodded at Greyhoof. “It's worse, Greyhoof, much worse.” She stared into his concerned eyes. “Something terrible has happened – or is about to happen – but I – I don't know what to do.”

Greyhoof sat down at the bedside and wrapped his hooves around one of Twilight's. “Tell me everything.”

Twilight shuddered as her whole body contracted slightly. “The dark mare – she didn't kill anypony this time, but –”

“Twilight, is there anything I can do to help?” asked Spike, wringing his hands as he approached her bed.

“I don't think so,” said Twilight. “Why don't you tidy up downstairs, except the scrolls? There's work to be done.”

Greyhoof's eyes flicked to Spike, and then back to Twilight. “Please, tell me what happened. What did she do?”

“She said that I was too late. She had me go out that door,” Twilight pointed at the library door, “but when I went through, I was in some sort of hallway. It was somehow both familiar and alien at the same time. I knew I'd been there before, but it was wrong – all wrong. It was reality, except... twisted.”

Twilight's whole body contracted of its own accord. “When I opened the door at the end of it, I found them. All of them. Every pony the dark mare killed in my dreams was maimed on the floor. And... in the centre... somepony was strapped to a table. I don't know who it was, but before I could free him or her, I was attacked.”

“By – her?” asked Greyhoof breathlessly.

Twilight shook her head. “No, by somepony else. With a knife.”

Greyhoof's eyes momentarily swam out of focus. “What does it mean?”

“I don't know. Perhaps it has to do with the spell you cast on me,” said Twilight, sitting upright and resting her muzzle on her hooves.

“What are you talking about?” asked Greyhoof, his eyes widening.

Twilight stared blankly at the wall. “Before, my dreams seemed chaotic. It all seemed to happen randomly. The fires, the victims, the dark mare's appearance, and the warnings. But now, rather than preventing the dreams, your spell seems to have either focused them or had no effect whatsoever...”

“I don't understand this at all,” said Greyhoof. “I did exactly what the book said...”

Twilight swung out of bed and began trotting down the stairs. “I think it's trying to tell me something. This ends today. Greyhoof, we're solving this. Now.”

“And just how do you propose to do that?” asked Greyhoof, clambering down the stairs after her. “We have no suspects, no leads, nothing.”

Brandishing a scroll and inked quill, Twilight spun around to face him. “We do have a lead, and we're going to use it.”

Greyhoof's horn shimmered as he procured a scroll and quill of his own. “So, you think my 'crazy' theories are correct?”

“I don't want to... but it's the only thing we've got.”

Sitting down beside Twilight, Greyhoof spread his scroll out on the floor in front of him. “What's your plan here; and what if Celestia is truly behind this?”

Twilight smoothed her parchment out as well and grabbed a large bottle of ink. “I'd rather not think about that right now. We'll cross that bridge when we come to it.” She began scrawling information on it. “As for the plan, well, I figure if the killer is acting mostly normal, that means she's going to leave some sort of trail.”

Greyhoof gestured to the mountain of scrolls. “And this?”

“Simple. Every pony in Ponyville will be accounted for here, as well as possible whereabouts and behavioural patterns,” said Twilight matter-of-factly. “Once we're done, we can cross-reference them with the last known locations of the missing.”

“But you said not five minutes ago that we're practically out of time,” protested Greyhoof.

Twilight began to write even faster. “And you've got a better suggestion?” She grabbed a particularly thick book and plonked it next to Greyhoof. “That's a copy of the town census as of this year.”

Twilight and Greyhoof worked feverishly and without pause, save for a quick snack Spike brought them mid-morning. Their work continued into the afternoon, when they heard a high-pitched noise that drew close at an alarming rate. They looked toward the noise's source, which happened to be out of one of the library's open windows, and saw a rainbow-coloured blur hurtling in the window's direction. Twilight scarcely had time to move the majority of their work before the blur made contact, but to her surprise, Rainbow Dash stopped right as she reached the window.

“Hah! I knew I could pull that off; I've been practicing that for weeks!” she exclaimed.

“Can we help you, Rainbow?” said Twilight quizzically.

“No, Twilight, but I can help you!” quipped Rainbow. “I knew this would happen. The moment you get out of prison, what do you do? Egghead stuff. Yeah, I know you're probably trying to figure out how to save Ponyville right now, but I think you could use a snack. Something good.”

“Thanks, Rainbow, but we really don't –”

“Oh, come on, Twilight! Fine, if you won't come with me, I'll just go grab you something from Sugarcube Corner. Maybe it'll help you find something!” said Rainbow, remaining perched atop the windowsill.

Twilight and Greyhoof's stomachs growled in unison. “Now that I think about it,” said Twilight, “I did promise something from there today, but I guess we both just got a bit wrapped up in this sleuth work. Thanks, Rainbow.”

Rainbow waved a hoof. “Hey, that's what friends are for, right?”

With that, she was off, the sudden gust of wind from her wings sending a good number of scrolls flying around the room. Rainbow sped across the streets of Ponyville, her mane flapping in the wind. A few seconds later, she reached the bakery and flew around it. Spotting Pinkie near the back door, she landed and gave her friend a wave.

“Hey Dashie!” chirped Pinkie.

“Hey Pinkie,” said Rainbow. “Look, I don't have long, I just need something extra special for Twilight, and I guess that jerk, Greyhoof, too. They've been working themselves to the bone in the library and could use a little something.”

“Oh, that's all?” giggled Pinkie. “I've got just the thing in mind!”

Rainbow folded her wings. “You do?”

“Of course, silly!” said Pinkie. “But it'll take a few minutes to whip up. I know! You can come in and wait while I bake!”

Rainbow facehoofed. “This won't take too long, will it? They're probably pretty hungry by now, and I promised the squirt I'd give her another flying lesson.”

“Well, you can help with a few things if you want,” said Pinkie, opening the back door, and revealing the bakery's kitchen.

“If you think it'll make things go faster,” said Rainbow, taking a few steps into Sugarcube Corner. “So, what do you want me to do?”

“Stay right where you are...” snarled Pinkie.

* * *

Completely losing track of time, Twilight and Greyhoof pushed forward with their deduction. As the afternoon dragged on, their frustration – and appetites – grew. The library was an absolute mess; any semblance of order to the assortment of scrolls had long since been lost. Many had been carelessly tossed into an ever-growing mound on one side of the room, while a myriad of others were strewn about the floor. The majority of these bore hastily-scrawled hoofnotes.

“Oh, for pony's sake!” cursed Twilight, crumpling up a piece of paper and sending it into the mountain of scrolls, toppling the topmost section. “This is getting us nowhere!”

“I'm sure we'll come up with something,” said Greyhoof calmly.

“You said that an hour ago,” moaned Twilight, scowling at the scroll in front of her. “How are we supposed to catch somepony who leaves no trail, no clues?”

Greyhoof's mane swished from side to side as he shook his head. “No, I can't accept that. There has to be something. There has to be.” His horn shimmered light blue as he brought a large scroll in front of them. “Let's go over this, one more time.”

Twilight unsuccessfully tried to repress a loud sigh. “Fine,” she said, monotoned. She only half-looked at the scroll as she recited what was written on it. “Twist was last seen by Sugarcube Corner; Holly Dash was going for a dip in the duck pond; Cloud Kicker, near the spa; and lastly, Cotton Top was on her way to Rarity's Carousel Boutique.”

Frowning, Greyhoof released the scroll, letting it drift to the ground. “You're right. They occurred at different times of the day, in completely different parts of town. And where one was going has absolutely no relation to the others.”

“And the ponies themselves aren't connected in any way, either. One was a filly, one was an earth pony, one a pegasus, and one a unicorn,” said Twilight.

Greyhoof scratched his head. “It's just so... random.”

Twilight snapped to attention and began staring at Greyhoof. “Can you repeat that?”

Baffled, Greyhoof turned and met Twilight's gaze. “Pardon? I just meant that there appears to be no rhyme or reason to any of this. No pattern, no correlation between the victims or their whereabouts, as if it was all done at random.”

Twilight's eyes glazed over as she was gripped by a horrible thought. “Maybe – maybe that is a clue in itself.”

“What are you talking about?” asked Greyhoof, eyebrows raised.

“No, think about it,” pressed Twilight, her brow furrowed with concentration. “If we're going along with this mind control theory, we've agreed that whoever is mind controlled retains most of their free will, correct?”

“Right.”

“That means the killer's personality will have some influence on how he or she goes about it, right?”

“Well, yes,” said Greyhoof. “What are you getting at?”

“If the randomness of it all is the clue, then I think that narrows down our list of suspects,” said Twilight. Oh no... what am I saying? Her blood ran cold as a terrible thought crossed her mind. “No... no... it can't be...” Twilight bit her lip. “It can't be Pinkie Pie!”

Greyhoof recoiled as if he'd been stung. “I'm sorry, what? Sure, she can be noisy and quite irritating at times, but a murderer? Even with mind control, her being the one makes no sense at all.”

Twilight began absently clearing the scrolls around the room. “Do you think I want to even entertain this thought? Pinkie is one of my closest friends. But – but I know her. Everything being random and nonsensical... it's the best lead we've got.”

“I think this whole ordeal's been getting to you, Twilight.” Greyhoof relocated next to her and rested a hoof on her shoulder.

“We at least have to try to follow this up and do some investigating. I mean, there's –”

Twilight was interrupted by a rap on the door. Getting up, she opened it to reveal Scootaloo, who looked almost as upset as Twilight felt.

“Where's Rainbow?” demanded Scootaloo, tears glistening in her purple eyes.

Twilight blinked. “Rainbow? I'd lost track of time! She went to Sugarcube Corner some time ago.”

Sitting down on her haunches, Scootaloo folded her front hooves and began to pout. “Rainbow told me to meet her in the field for another flying lesson in a few minutes. She said she was going to check on you before heading over.” Tears began streaming down her face. “THAT WAS HOURS AGO!” she screamed, bawling into her hooves.

Twilight froze and slowly turned her head toward Greyhoof. “Sugarcube Corner! You don't think –”

“That your theory is –” added Greyhoof, giving Twilight a wide-eyed stare.

Raising her head, Scootaloo momentarily forgot her frustration and looked at Twilight with curiosity. “Wait, what's going on? What about Sugarcube Corner?”

Gulping, Twilight knelt down beside Scootaloo. “Please, whatever you do, do not leave the library. Greyhoof and I have to go... somewhere.”

Springing to her hooves, Scootaloo frantically looked from side to side as Twilight and Greyhoof began leaving the library. “Hey! Where are you two going? Where's Rainbow?”

Twilight gently put a hoof under Scootaloo's muzzle and guided her face upward, looking sorrowfully into her eyes. “I don't really know what's going on, either. I'm sorry, Scootaloo, but please, you have to trust me. I promise we will return.”

Without another word, Twilight joined Greyhoof outside the library and closed the door. Greyhoof cocked his head toward Sugarcube Corner and the two of them set off toward the bakery at a gallop.

Scootaloo's face scrunched as she stared at the closed door, the sound of Twilight and Greyhoof's hooves fading into the distance. She unfurled her tiny wings and stood up. “I'm done with waiting. Rainbow didn't get to where she is by waiting.”

Opening the door, Scootaloo swallowed as she knew that she was about to disobey a direct order from Twilight. “I'm coming, Rainbow Dash!” She charged off after them as quickly as she dared.

When Twilight and Greyhoof reached Sugarcube Corner, Twilight burst into the bakery, startling a pair of customers. She barely noticed Mrs. Cake's greeting. “Have – you – seen – Rainbow – Dash?” wheezed Twilight.

“No,” said Mrs. Cake, frowning. “Was she supposed to be here?”

Twilight felt like her heart had stopped. “Are you sure? Where's Pinkie Pie?”

“I definitely don't remember seeing Rainbow anywhere,” said Mrs. Cake, bustling behind the counter as she spoke. “Pinkie's been keeping to herself lately. The poor girl's been spending a lot of time in her room or the cellar. I think all of these abductions are starting to get to her.”

“Thanks, Mrs. Cake,” said Twilight breathlessly. “Come on, Greyhoof, we're going into the cellar.”

Nodding solemnly, Greyhoof followed her into the bakery's kitchen. Turning a corner, they came upon a pair of doors in the floor next to a half-dozen bags of flour. When Twilight tried the handle, they heard the rattling of metal below, and the doors didn't budge.

“Stand back,” ordered Twilight. A moment later, her horn shimmered and discharged a burst of magenta toward the doors, splintering them with ease. “Let's go.”

She had never been inside Sugarcube Corner's cellar before. When she climbed down the small set of creaky wooden stairs, she found herself in an old wooden hallway. Twilight involuntarily flinched. This can't be right! This is almost exactly like my nightmare... Does this also mean that somepony – maybe even Pinkie wait behind that door, ready to kill us? She quickly glanced from side to side at the walls, somewhat relieved that they were devoid of the blood they had born in her dream. They slowly crept down the hall, Scootaloo staying a safe distance behind them and remaining undetected.

“Step by step, checking every detail –”

Twilight and Greyhoof froze when they heard those eerie, sing-song words coming from the other end of the door about twenty feet in front of them.

“What was that?” hissed Twilight.

“– Hook and knife, brought the body down into the cellar,” continued the voice. “Struggled as I placed her on the table, frantic as I wondered if I'm able, to go through with what master has planned –”

Twilight edged closer, the chilling voice growing louder with every step.

“I think you were right...” whispered Greyhoof, his voice shaking.

“– So far all of my actions went unmanned, I'm under master's duress –” Twilight's hair stood on end as Pinkie finished the latest verse of her song and gave a sharp laugh.

“– Bare the neck, make a deep incision, smell the blood as it pours out upon the surface, trying not to care for consequences, knowing that I have no good defenses –” Pinkie's voice trailed off momentarily as she began humming the melody to her song, its sound muffled by the door. Her voice quickened as she resumed her dreadful cadence. “– Silly little Pinkie, you've grown colder, time for master to take over, finish up the job that we have started, kill her for the vain and the cold hearted!”

Greyhoof's eyes flickered brightly. “Enough!” he grunted through gritted teeth, a blast of light blue energy from his horn disintegrating the door's handle and making it slowly swing open.

Twilight gazed into the dimly-lit room and called upon all of her willpower to keep herself from fainting. The singing had stopped and there was no living pony in sight. The room's stench was almost completely overpowering. She looked around and saw her nightmares brought to life before her eyes, one by one. She saw a blood stained sheet over a figure on a large wooden table. Resting on the sheet was an assortment of bloodied knives.

Peering around the room, her mouth hanging open in horror, Twilight saw and counted them. Twist, Cotton Top, Holly Dash, and Cloud Kicker. Each lay in a different spot on the floor, all maimed and resting in a dried pool of blood. On the wall above each was a crudely-drawn picture of the victim, nailed to the wall by a blood-caked dagger.

“No – it can't be –” breathed Twilight, using her magic to discard the sheet atop the centre table.

Beneath the sheet was Rainbow Dash. Her body had numerous cuts and gashes, her coat matted with blood. One of her wings lay askew at an awkward angle. She wasn't moving.

Scootaloo rushed in between Twilight and Greyhoof, and stared at the table. “Rainbow – what happened? Get up! Rainbow!”

Greyhoof rested a hoof on Scootaloo's shoulder and solemnly shook his head.

“NOOOOOOOOOOOOOO!” Scootaloo charged to the table. “Rainbow – RAINBOW! Why? WHY?”

Twilight and Greyhoof stood there, stunned as Scootaloo climbed onto the table and buried her face in Rainbow's mane, her cries echoing off the walls. Scootaloo kept looking up from Rainbow's body and futilely tried to nudge the fallen pegasus, trying to wake her up.

“R-Rainbow! Why won't you get up?” sobbed Scootaloo, her face contorted with anguish. “Why won't anypony help her?”

Suddenly, the door behind them slammed shut. The noise made Twilight spin around in time to see Pinkie Pie standing behind them, brandishing a sharpened cake knife. She was covered in blood, and her eyes had a bizarre red haze to them.

“Welcome to the party!” said Pinkie in a bright voice. “Let's play pin-the-tail-on-the-pony! But first – we'll need tails.”

Twilight found herself unable to move. Whether it was through fear, shock, or simply her dream playing out in reality, she couldn't say. Pinkie lunged toward her, the knife swishing through the air.

“Look out!” shouted Greyhoof, rushing forward and kicking Twilight with enough force to send her sprawling.

It was just in time; Pinkie swung the knife at Twilight and almost missed. Greyhoof fell to his knees and raised a hoof to his cheek, wiping away a streak of blood.

Pinkie bore a demented grin as she readied herself for another attack. “What's the matter? You don't wanna play? I thought everypony said my parties were to die for!”

Pinkie charged again, but this time, Twilight was ready. She loosed a blast of magic that sent the knife spinning out of Pinkie's clutches, embedding itself in a nearby wall with a dull thud. As she looked at her hoof where the knife had been, Pinkie's jaw dropped in surprise. Greyhoof's horn shimmered and Pinkie was pinned against the wall, her legs forcibly spreadeagled.

“Do it, Twilight! Now!” yelled Greyhoof.

Twilight closed her eyes and focused as much as she could. Her horn began to glow brighter and brighter as she mustered the necessary power to perform her mind-freeing spell. Pinkie rolled her eyes back in her head and laughed maniacally. Gritting her teeth, Twilight unleashed the magic directly at Pinkie's skull.

The magenta of Twilight's magic clashed with the blood red of Pinkie's eyes. The ethereal struggle continued for nearly a minute before they returned to normal and she shook her head. Once he was satisfied with the effects of Twilight's spell, Greyhoof released Pinkie, allowing her to fall to the ground. The room fell silent, save for the quiet sobbing of Scootaloo, her face still buried in Rainbow Dash.

Pinkie looked up and blinked. Her perpetual smile melted away as she surveyed the room. “Dashie...?” she said in disbelief. She glanced down and screamed when she noticed her hooves were covered in blood.

Standing up, Pinkie continued to stare at the table where Rainbow and Scootaloo lay. “Dashie? DASHIE?” She ran to them and stared down at the lifeless body. “Who did this? Why did they do this? What happened to me? WHAT HAPPENED TO DASHIE?”

Twilight and Greyhoof slowly moved to join Pinkie and Scootaloo, both of whom hugged Rainbow's corpse, each sobbing as hard as the other. Twilight rested her head on Pinkie's shoulder, unable to do anything except succumb to the grief that had already claimed Pinkie. Greyhoof sat back on his flank, at a loss for words. They remained in the cellar for what felt like hours, their tears flowing unchecked, as they mourned.

Greyhoof stared blankly at the table. Twilight sobbed uncontrollably. Pinkie wailed at the inexplicable death of one of her closest friends, and favourite partner in crime. Scootaloo – perhaps not even fully realizing what had happened – cried as the pony she had looked up to, and who had mentored her the most, lay cold and unmoving upon the table.

Chapter IX - Aftermath

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Chapter IX
Aftermath
===============

“Twilight?” cried Mrs. Cake, staring at Twilight's disheveled mane and blood-matted coat as she trudged into the bakery's kitchen, Greyhoof in tow.

Twilight only shook her head as she ambled past, bloodshot eyes firmly fixed on the floor. A moment later, Mrs. Cake let out a high-pitched scream; she had just spotted Rainbow Dash's corpse, which Twilight levitated behind them.

“She's injured!” called Mrs. Cake shrilly. “Somepony, call a doctor!”

“She's dead!” bawled Scootaloo, who rode atop Pinkie. The pair of them brought up the rear. “Dead! DEAD!”

Mrs. Cake trembled violently. “N-n-now, Scootaloo, honey –”

“SHE'S DEAD, YOU STUPID FOOL! RAINBOW DASH IS DEAD!”

Pinkie's renewed wailing almost drowned out Scootaloo's screaming. Mrs. Cake wordlessly followed Pinkie out of the deserted Sugarcube Corner, forming a sort of crude funeral procession. When Twilight stepped out into the Ponyville streets, a torrent of confused cries and gasps from passersby assailed her. Because she was still stunned by what had happened scarcely an hour before, any words spoken sounded unintelligible as she pressed on.

Twilight didn't know why, but she felt the urge to take Rainbow to Sweet Apple Acres. There was something about that place – something simple and peaceful – that made it seem like a fitting final resting place for her. It's what she would've wanted... I know it. Twilight's thoughts halted abruptly when she almost crashed face-first into a solid wall of ponies blocking her path. She looked up. Vigilance stood over her, his piercing purple eyes glaring down at her.

“That pony is injured!” he said. “We need to take her to the hospital right away!”

“She's dead,” muttered Twilight, her voice hollow. “I'm taking her to Sweet Apple Acres. Move.”

Shock surged through everypony in front of her.

“Did she say 'dead'?”

“What in the name of Celestia?”

“Who could've done such a thing?”

“In that case, I will take her body for investigation,” said Vigilance, loudly enough to be heard over the crowd.

Still not forgiving him for his mistreatment of Greyhoof – even if he was just following the Mayor's orders – Twilight scowled at him. “You won't lay a hoof on her. Get out of my way.” She would have moved him aside with magic, but was forced to hold back on account of her keeping Rainbow afloat.

“No, you will surrender the body to me; the Mayor will want a full investigation. Did you find the other bodies?”

“That will not be necessary,” said Greyhoof. “All will be revealed if you step aside and follow us. The other bodies are located deep in the cellar of Sugarcube Corner. They can be buried at the graves the Mayor had you prepare yesterday. A few pegasi should inform the rest of the town of what has happened, and tell them to rendezvous at the farm immediately.”

“Ah-ha!” shouted Vigilance. “A confession at last!”

Greyhoof's eyes narrowed into a dangerous pair of searing orange slits. “If you are suggesting I did this, then I have no problem casting you into the very tower I was falsely imprisoned in.” Blue sparks began to crackle along his horn. “Can't you see they're in pain? Get out of the way and let us grieve properly, before I make you.”

Vigilance nervously looked first at Pinkie and Scootaloo, each sobbing as hard as the other; then at Rainbow's mangled corpse; then at Twilight, who stared at him with a mixture of grief and fury; and finally at Greyhoof, whose horn glowed brighter every second. “Fine,” he said, backing away.

“You've made the right choice,” said Greyhoof, allowing the magic around his horn to dissipate.

The procession continued to grow as it drew closer to the farm. The hubbub grew until Twilight's ears felt like they were full of a loud buzzing. Constantly on the verge of tears, her bleary gaze was set firmly on the farm ahead, which had just come into view. The setting sun cast everything into a blood red glow.

Red... like all the innocent blood that's been spilled, and the haze in Pinkie's eyes... Who did this to her, and why? Whoever it was certainly had powerful magic, but I just can't accept that it could've been the Princess. Twilight felt an apple-sized lump in her throat. I've known her for so long, and she's the most kind and caring pony in all of Equestria. I refuse to believe this is her true nature... But that doesn't explain how Pinkie was controlled by the spell. She was so engrossed in her thoughts, she failed to notice Applejack's frantic approach.

“What in tarnation is going on?” demanded Applejack, staring at the horde of ponies. Then she saw Rainbow Dash's body. Her jaw dropped and she rushed to Rainbow, grabbing her cheeks and looking into her lifeless face. “Rainbow! Say something!”

The procession halted as Applejack uselessly tried to coax her friend into waking up. Applejack stood there, stunned, as tears began to flow from her eyes unchecked. “Twi... what happened? Who did this to Rainbow?”

Twilight looked up at Applejack, unable to find words. Staring at Applejack, Greyhoof walked approached Twilight, his expression grim and unmoving, like that of a statue. His eyes flickered coldly. “We will explain once everypony has arrived at the farm,” he stated in a monotone.

Applejack threw her hat on the ground, raising a small dust cloud from the impact. “No! That ain't good enough, Grey! RD's been –”

Greyhoof held up a silencing hoof. “I'm sorry, but I don't think any of us want to utter the tale of what happened more than once. I have already instructed pegasi to inform the rest of the town to meet us. With any luck, they won't keep us waiting for long.” His ears drooped as he looked at her, his face lined with anguish. “I'm sorry, I really am. I promise you and everypony will know once we're gathered at the farm.”

Applejack grunted and grabbed her hat, slamming it on her head without bothering to adjust it. The column of ponies resumed their trudge toward the farm as the sun continued its slow descent in their wake. Once they arrived, Applejack set up a few empty apple crates to serve as a podium beside a large tree stump, upon which Twilight laid Rainbow's body.

Twilight stood on the crates and slumped forward, unable to look at the corpse of her friend, instead staring into space. After a few seconds, she spotted the Mayor, accompanied by Jim Beam, galloping up the road toward the crowd of ponies forming around the stump. The crowd murmured uneasily and jockeyed for a good look at the body.

Once the Mayor arrived, Jim forced a path through the crowd, and she approached the stump where the others were gathered. “What in Equestria has happened here?” demanded the Mayor. “Is she...?”

Greyhoof nodded at the Mayor, fixing his gaze upon her. “I'm afraid so. All will be explained when the rest of Ponyville gets here.”

The Mayor blanched. “And the murderer?”

“She has been dealt with,” assured Greyhoof, the fire in his eyes steadily rising.

The next few minutes felt like the longest in Twilight's life. She could see the Mayor standing over them, shaking her head as she unsuccessfully attempted to fathom what had happened. Twilight could also hear the murmuring and perturbed shuffling of many hooves as the crowd's unrest escalated. The conflict of relief and apprehension came on full-force when a small group of ponies came into view on the horizon, Fluttershy and Rarity among them. The crowd once again parted to allow them to make their way to the front. Both ponies froze when they saw Rainbow Dash laying on the stump.

“I believe that is everypony,” said the Mayor, surveying the crowd. “Now, for the love of Celestia, tell us, what has happened?”

Twilight stood up and tried several times to speak, the words catching in her throat each time. “Everypony,” said Twilight, finally able to overcome her speechlessness. “You all know why we're here. I'm sorry. I'm so sorry. Greyhoof and I didn't figure out who the killer was until it was too late. There was nothing we could have done.”

The crowd fell deathly quiet when Twilight finished speaking, giving Rainbow Dash a moment of silence.

“Who did it?” asked the Mayor in hushed tones. “If you know, tell us. The culprit must meet justice.”

Twilight shuddered. “You have to understand, it's not as cut and dried as that. Before I reveal her, I beg of everypony here to not hold her responsible for this. It wasn't her fault.”

“Enough!” shouted the Mayor. “Who was it?”

Twilight felt as if two powerful forces were playing tug-of-war with her insides. One was the urge to do the right thing and explain the situation to everypony. They have a right to know, no matter how much it hurts. The other was the powerful instinct to shelter her friend at all costs. Look at Pinkie now... knowing what really happened is going to kill her. Her mouth opened and closed several times, no sound escaping from it. Her lips trembled and she felt like retching.

Finally, she took a deep breath. She bit her lower lip, and prepared to say what would be perhaps the most painful two words of her life. “Pinkie Pie.”

“WHAT?” screamed the multitude. Of thee screams, Pinkie's distraught shriek was by far the loudest of them all.

“No, no, no, no! It couldn't have been me!” Pinkie looked down at her hooves in horror. “I'd never –”

Scootaloo fell off Pinkie's back. “You? You? You? YOU? You did this?” She got up, her confusion quickly boiling into fury. “You'll pay for what you did to Rainbow!” She scrambled to her hooves before lunging at her.

“Scootaloo, no!” shouted Twilight, restraining the filly with her magic. “Please! It wasn't her fault. Pinkie was not herself.”

“Murder is murder!” spluttered the Mayor, taking a purposeful step toward Pinkie. “Pinkie Pie has the blood of five innocent ponies on her hooves!” She turned to Jim and Vigilance. “Seize her!”

Greyhoof's horn crackled with power as he placed himself directly between them and Pinkie. “Not a single step closer,” he commanded, his eyes burning like wildfire. “The situation must be made clear to all of you before judgment can be passed, something I would have thought would be obvious after the grievous error of imprisoning me.”

His eyes following the stallions as they scurried back behind the Mayor, Greyhoof cleared his throat. “Twilight, please, stop me if you wish to explain this yourself. Until then, I will in your stead.” He released his grasp on his magic, allowing the energies to dissipate. “We are dealing with something far beyond the likes of mere depraved murder. It is true Pinkie Pie did not act of her own accord; she was under the influence of another.”

“What? How? Whose influence?” asked the Mayor, her voice shaking.

“I don't know,” said Greyhoof, shaking his head. “What is known is that this was the work of potent mind control magic. Pinkie was completely ignorant of her actions, and likely has no memory of what she did whilst under its dominion. Who commands that sort of power and who would use it to such an end is another matter entirely.”

A fresh wave of tears rolled down Pinkie's cheeks as she stared at her hooves. “It can't be true! Can... it?” she sobbed. “One minute, I was going out of Sugarcube Corner for some fresh air, and then – and then. And then I was in the cellar, covered in blood, with D-D-Dashie l-l-laying on the t-table!” After barely managing to choke out those last few words, Pinkie curled up into a ball, bawling uncontrollably.

Twilight released Scootaloo, eyeing her with caution. When she felt sure the filly had herself under control, Twilight looked to the crowd, the tears in her eyes glimmering in the setting sun. “Everything Greyhoof said is true. I promise each and every one of you that I will stop at nothing to discover who was behind this.”

The Mayor's eyes narrowed. “Very well, but I still demand action. Mind control or no, she did what she did.”

“Lay a hoof on Pinkie and you'll regret it!” seethed Twilight. “Whoever did this to her would want us to infight and persecute innocents like this! I am going to report what has happened to Princess Celestia. She will see sense and won't punish Pinkie. Look at her! Hasn't she already suffered enough?”

Pinkie looked up from her hooves and stared blankly at Twilight before eventually looking at the Mayor. “I'm trying to remember who did this to me, but every time I close my eyes, all I can see is blood. I – I can't make it stop!”

Twilight bit her lip before beginning to explain at length how she and Greyhoof had begun their deduction process. She told them everything – with the exception of her dreams – and how they figured out the possibility of mind control and its potential effects. When she finished, the crowd of ponies formed a long line and took it in turns to pay their final respects for Rainbow Dash before heading home.

The Mayor paused as she turned to leave. “What about the others? Did you find –”

“We found them,” said Greyhoof. “We left them in the bakery's cellar. Seeing as you gave them a proper funeral yesterday, all that remains is for them to be laid to rest.”

She stared blankly into the distance. “Yes, yes, I suppose you're right. Vigilance, Jim, you know what to do,” she said before trudging off into the sunset.

By the time the last of the crowd had left Sweet Apple Acres, only the tip of the sun was visible above the trees, leaving just Twilight, Pinkie, Fluttershy, Rarity, Applejack, Greyhoof, and Scootaloo with the body. Scootaloo finally picked herself and walked determinedly over to Rainbow Dash, picking up one of her lifeless front legs and caressing her own cheek with it.

“Rainbow Dash,” said Scootaloo, her expression one of stony resolve, “I promise I'll make this up to you, somehow...”

A magenta glow surrounded Rainbow as Twilight picked her up and began walking toward an empty field in Sweet Apple Acres, the others following in her wake. She walked until they reached the middle of the field, with little else around them. It was here that she laid Rainbow's body solemnly on the ground.

“Here,” said Applejack, indicating a flat patch of earth. “I think this is as good a place as any.”

Twilight began digging at the ground with her hooves, electing not to use magic. Everypony else quickly joined her and formed an unspoken agreement to use nothing but their bare hooves to dig. When a sizable hole was created, Twilight lifted Rainbow with her hooves, and was joined by the others to ensure that no part of her body dragged across the ground. They gently rested her in the hole and began to bury her slowly.

When their task was done, Fluttershy found a hefty stone and began pushing it. It proved difficult, but the ponies' combined strength was enough to move it into position. Twilight then began using her horn to carve something into the rock. After she finished, she stepped to allow the others to see what she had written.

Here lies Rainbow Dash. Legendary flier and the most brave, loyal friend a pony could ask for.

Scootaloo knelt down atop the grave. “Why – couldn't – she – die – a Wonderbolt...” she sobbed.

The grieving ponies went their separate ways, with Fluttershy accompanying Scootaloo in an attempt to console her. Greyhoof and Twilight began heading back to the library as the last glimmers of light gave way to nightfall.

“You realize what this means,” said Greyhoof grimly.

“No, I can't accept that,” replied Twilight, avoiding Greyhoof's piercing gaze. “I'm going to write the Princess tonight. She'll surely be able to shed some light on all of this.”

“I hope you're right,” said Greyhoof. “You remember how I told you of stories similar to what we went through centuries past? Don't forget this is the first time in recorded history it has been stopped. Who knows what will happen next?”

Twilight's head snapped to the right as her eyes locked on Greyhoof's troubled face. “What do you mean?”

He met her stare for a second before he resumed looking ahead. “Isn't it obvious? Whatever the task that was laid out for Pinkie is likely incomplete, as we freed her from the spell prematurely. What will the puppeteer's next move be?”

Twilight gasped. “You mean – they might come after us?”

“Possibly,” mused Greyhoof as they neared the end of their journey. “As I have said, only time will tell. If he or she deems that we know too much, then all of us could be the next targets. Regardless, the best we can do for now is to try and get some sleep.”

Swallowing nervously, Twilight tried to relax as she opened the library door. “Easier said than done, at least in my case.”

After locating a blank scroll from amidst the clutter on the floor, Twilight began to write.

Dear Princess Celestia,

I have the most terrible news to report. The nightmares I'd been having warned of death to come. It was true. All of it was true. Today, one of my greatest friends, Rainbow Dash, was murdered by another of my closest friends, Pinkie Pie. Pinkie was clearly under the influence of potent mind control magic. If not for the efforts of another unicorn and myself, she would have likely continued her murder spree until she herself was killed. Furthermore, when I broke the spell, she had no idea where she was or what she was doing. She did not realize until hours after the fact when I told her Rainbow Dash died by her hoof, and she was more appalled than anypony else.

The Mayor of Ponyville wants to exact punishment on Pinkie for what she has done, but I argue that the one who charmed Pinkie should be brought to justice. I fervently hope that you can shed some light on this situation, as there have been other situations similar to this one centuries ago. It is only now that mind control has been uncovered as the reason behind them. Rainbow was not the only innocent life claimed by this atrocity; four other ponies were killed before she was. Can you please help us?

Your faithful student,

Twilight Sparkle

Twilight nodded as she rolled up the scroll and laid it beside her. “I hate to disturb Spike at such an hour, but I'm going to get him to send this and I will tell him everything.”

“You don't mean to relive such pain again so soon?” exclaimed Greyhoof. “Surely the dragon can wa–”

“No, he deserves to know,” said Twilight, purposefully walking up the stairs, the scroll floating beside her.

After gently waking the sleeping Spike, Twilight began to explain everything at length, starting from the beginning and leaving nothing out. When she at long last finished her recount, Spike sent the letter and she trudged back down the stairs.

Twilight collapsed next to Greyhoof, and absent-mindedly retrieved Ancient Equestria from its shelf, and opened it. Perhaps out of a desire to remove themselves from reality, or in hopes of gleaning some hidden truth about the Princess, both began to read through the book. They read of the rise and fall of alliances between the pony tribes, the Great Griffon Invasion, and even the Dragon Wars.

“It sure has changed. Equestria, I mean,” said Twilight, reflecting on a particular story involving the pegasi warring against the unicorns, which was believed to be fought because of a month-long downpour.

“Indeed,” said Greyhoof.

They continued reading until they got to the section of the book with the missing pages.

“Do you think...?” said Greyhoof, arching an eyebrow.

“Maybe one of these missing stories has a clue,” said Twilight. She began remembering the stories that she had read. First, the broken story of The Scourge that involved some unknown evil attempting to wipe out all the zebras. Then she remembered the story of Cosmo, a great and wise King – struck down by Celestia and Luna – all for control of Equestria. “You don't think King Cosmo has anything to do with this?”

Greyhoof's eyes widened. “What?”

“Well, according to that story, the Princesses murdered the King, who was innocent, right? Maybe there's some sort of connection...” said Twilight more to herself than Greyhoof.

“I see,” said Greyhoof. “I thought you were steadfastly adverse to such theories.”

Twilight glared at him. “Do you think I want to believe it? I can't just sit here and be ignorant to that possibility. The type of magic that we dealt with down in that cellar... I don't think I know anypony powerful enough to wield it.”

“Except Princess Celestia,” finished Greyhoof.

“There has to be a better explanation than that – but I can't think of one.” Twilight slumped forward.

Further speculation was interrupted by a loud belch and a plume of green flame from upstairs. A scroll drifted down to the floor below. It was scarcely floating in the air for more than a second before Twilight yanked it down to her and began to read.

My faithful student Twilight,

I think somepony has been reading too many mystery novels! Please, inform the Mayor to carry out the appropriate justice on the offending earth pony in question. Had it not occurred to you that the pony was merely putting on an act to avoid justice? Everypony knows the old laws. Ensure that this is carried out immediately. Furthermore, please refrain from bothering me about your bad dreams; I am quite busy preparing for the Summer Sun Celebration in Canterlot.

Your teacher, Princess Celestia

“I – I don't understand...” said Twilight, her eyes filling with tears. “I've never seen her act this way before...”

“What did it say?” asked a paling Greyhoof.

She wordlessly passed Greyhoof the letter. She watched as his eyes widened while he read the scroll, before finally letting it flutter to the floor in front of them. “It's not good,” she said softly.

“I think we should sleep on this,” said Greyhoof, beginning to climb the stairs.

“But –”

“Look, I can only begin to understand what you're going through, but worrying about this now gets us nowhere,” he said, reaching the top of the stairs. “We're both exhausted, and we've been through a rough week to say the least. We can get a better grasp of what we're truly dealing with tomorrow.”

Twilight sighed and slouched up the stairs after him. “You're right. Tomorrow, then. After we pay Pinkie a visit. I'm sure that what we've been through is nothing compared to what she's going through now.”

Greyhoof climbed into bed and customarily curled up into a ball without bothering to tuck himself in. “Tomorrow.”

When Twilight climbed into bed, she stared at the ceiling, and images of Pinkie and Rainbow's time together began to run through her mind. They'd bonded over their love of pranking, and Rainbow had always gotten a gleam in her eye when Pinkie started her antics, even when she was acting too “cool” to laugh at them. Now, Pinkie would never be able to talk to Rainbow about her new pranks, would never again see her face light up with the laughter she cherished so much. Twilight closed her eyes to try to stop the painful memories, but it did her no good; all she could see was Rainbow's smiling face shining brightly in her mind's eye.

Twilight's thoughts then turned to the times she herself had had with Rainbow – all the way back from the bridge in the Everfree Forest when they had set out to stop Nightmare Moon so long ago, to the climb up Smokey Mountain to ask the sleeping dragon to relocate, to their battles with Discord and Queen Chrysalis. Her loyalty and friendship helped see Twilight and her friends through those ordeals, but now all that remained of Rainbow was a memory.

She reminisced about Cloudsdale, and when Rainbow had bravely saved Rarity's life by performing the Sonic Rainboom for only the second time. Twilight then remembered the first occurrence of it was what had helped her discover her true talent for magic. It was how Spike had hatched, and how she had earned her cutie mark. Twilight looked at her flank. She couldn't believe Rainbow was gone.

If I'd been smarter and figured this out sooner, she'd still be alive. The thought hit her with the force of a locomotive. I could have prevented this... How can I face everypony after today? How can I forgive myself? She curled into a fetal position as the guilty thoughts pelted her like a hailstorm. She felt as if they somehow cut into her, rending her flesh like the blades used to kill Rainbow. Suddenly, she sat up. No, not like this. She wouldn't want it.

Rainbow Dash was brave and strong, always ready for the next daring adventure or physics-defying aerial stunt. Her fierce devotion to her friends and her competitive spirit had become a positive influence on Twilight. It had showed her the values of being loyal to her friends and sticking by them, through thick and through thin. I'll never forget you, as long as long as I live, she thought, staring at her mark once again. This cutie mark, no, all of our marks, are a permanent reminder of you and your bravery. Thank you for everything, Rainbow Dash.

Chapter X - Sunset

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Chapter X
Sunset
===============

Twilight awoke in the morning to find her pillow slightly damp beneath her head. She could vaguely recall intermittently waking up in the middle of the night, and crying herself back to sleep. Well, at least I didn't have a nightmare, she thought glumly. Slouching out of bed, she found Greyhoof downstairs, nestled between two stacks of books. Although the sun bathed the room in bright morning light, she felt strangely cold.

“What are you doing?” mumbled Twilight, barely loud enough for Greyhoof to hear.

Putting down his book, Greyhoof looked up the stairs to where Twilight was standing, a familiar look of burning determination in his eyes. “Research.”

“On what?” asked Twilight, dragging herself downstairs.

“This whole mess,” said Greyhoof, gesturing at the innumerable books and scrolls strewn across the library's ground floor. “While pointing the hoof at Celestia for what happened is quite convenient, thanks to history, I wanted to try to dig deeper. I hoped that, with what we now know, I might be able to find something.”

“And did you?”

Greyhoof shook his head. “Nothing helps her case. Mind control simply made it the perfect crime, until now.”

Twilight continued walking, passing by Greyhoof and approaching the door. “Look, I think I need to stop thinking about this for a while. What matters now is that we need to pay Pinkie a visit; I can't even begin to imagine what she must be going through. If we can't figure out who's responsible, the least we can do is begin to repair the damage.”

Raising to his hooves, Greyhoof allowed himself a quick stretch before following Twilight to the door. “You're right. Who knows? Perhaps the answers will become clear on their own, with time.”

Twilight and Greyhoof left the library and looked down the streets of Ponyville. They were active again, almost as active as they were before the murders began. However, the ponies went about their daily lives at a much slower pace. As they walked through the streets on their way to Sugarcube Corner, nopony so much as uttered a greeting. The only acknowledgements the two of them received were forlorn, downcast expressions. Upon arrival at the bakery, they found the shop deserted.

“Mrs. Cake?” called Twilight. “Is anypony home?”

“Oh, yes, dear,” said Mrs. Cake, trudging out of the kitchen, her demeanor in no way matching her cheerful tones. “Pinkie's upstairs – she hasn't left since the...”

Twilight thanked her and went up the stairs toward Pinkie's room, with Greyhoof in tow. When she reached the top, she found Pinkie's door was locked. Closing her eyes solemnly, she carefully jimmied the lock with magic, causing the door to creek open. Pinkie sat on her bed and motionlessly stared at the wall, not even reacting to Twilight's presence.

“Pinkie?” said Twilight nervously.

Pinkie remained like a statue, as if she failed to notice her completely. Twilight sat down on the bed beside her, and threw a hoof around her shoulder. “It wasn't your fault,” said Twilight gently. “It was –”

“Not my fault?” Pinkie turned her head toward Twilight, meeting her gaze. “Not my fault? NOT MY FAULT?” screamed Pinkie, tears streaming down her cheeks. “It was my fault! I killed her with my own hooves! I killed them – all of them! I killed Dashie! I can't even close my eyes without seeing that – that room and all of them just lying there. I can't do anything without thinking about what I've done!” Pinkie buried her face in her hooves, her words barely discernible from the sobbing. “All I'm gonna do now is just sit here and do nothing! I won't do anything to anypony ever again this way.”

Twilight fiercely hugged Pinkie. “Nopony in their right mind blames you. As the pony who broke the spell on you, I know what you did wasn't your fault. It could've been any of us, even me. You're a victim, not a murderer.”

Remaining in the doorway, Greyhoof nodded approvingly.

Pinkie looked up at Twilight, tears still pouring down her face.

Twilight looked deeply into Pinkie's haunted eyes. “Rainbow Dash wouldn't want us to dwell on this.”

“Y-you're right,” sniffed Pinkie. “It's what Dashie would've wanted...”

“Looks like we're late,” said Applejack from behind them.

Twilight and Pinkie turned around to see Applejack, Fluttershy, and Rarity standing by the door next to Greyhoof.

Pinkie wiped her right cheek. “G-girls, what are you doing here?”

“We know what yer goin' through,” said Applejack, laying her hat on Pinkie's bed. “No way are we gonna let you sit here all alone.”

“Oh, it simply won't do,” said Rarity firmly. “Pinkie, darling, we'll be here for you, no matter what.”

“I had a long chat with Scootaloo last night,” said Fluttershy. “She doesn't blame you, either.”

“R-really?” choked Pinkie, a small smile creeping onto her face.

“No, she doesn't,” said Fluttershy, hugging Pinkie.

“And she shouldn't,” said Greyhoof as he watched Rarity and Applejack join Fluttershy. “Perhaps you will one day recall who did this to you. That's who is to blame. You were merely an unwilling vessel. Never forget this, and don't let guilt weigh too heavily on your heart.”

“I – I don't know what to say,” said Pinkie from amidst the group hug. “Normally, I'm the one cheering up everypony. Even after all that – whoever it is – made me do – you're still my friends. I'll find a way to repay Dashie, somehow...”

Greyhoof smiled, and was about to join the others in their embrace when Mrs. Cake burst into the room, almost fainting.

“You have to come quickly!” shrieked Mrs. Cake. “Downstairs! No time to explain!”

The ponies exchanged shocked glances before charging after Mrs. Cake. When they arrived in the bakery's lobby, they found the Mayor waiting for them. Her face looked as white as her mane.

“Mayor? What's wrong?” asked Twilight earnestly.

“It's – it's –” said the Mayor, trying and failing to find words.

“Come on,” prompted Greyhoof. “What's the matter?”

“An Ursa,” the Mayor finally said.

Twilight's eyes widened. “Don't tell me Snips and Snails poked that Ursa Minor with a stick or something.”

The Mayor shook her head vigourously. “Major. An Ursa Major.”

“Ursa Major?” cried everypony in unison.

Twilight shook herself and bolted outside, the rest of the ponies following close behind. Looking beyond Ponyville's buildings toward the Everfree Forest, they saw the creature the Mayor was talking about. It was titanic, perhaps the size of Ponyville itself – with shimmering purple fur sparkling brightly in the sunlight. It approached Ponyville at an alarming rate, flattening untold amounts of the forest's vegetation in its wake. The star on its forehead, normally a bright teal, crackled with black lightning. Its eyes also glowed with a bright red haze.

“Those eyes!” exclaimed Twilight.

“They're exactly like Pinkie's were!” gasped Greyhoof. “This must mean –”

Pinkie's jaw dropped. “Whatever got me also got to that Ursa!”

“What do we do?” squeaked Fluttershy, attempting to hide herself behind the others.

“We have to stop it!” said Greyhoof, struggling to keep his voice even. “It'll crush the entire town if we don't!”

“How?” demanded Rarity. “How in the name of Celestia are we supposed to fight that – monstrosity?”

“I don't know, but – but we have to try!” said Pinkie defiantly. “It's what Dashie would do!”

“Come on, y'all!” shouted Applejack, taking off at a full gallop toward the primal colossus.

The others – even Fluttershy – followed Applejack in earnest. I can't believe this, fretted Twilight. The very next day after what happened to Rainbow, an Ursa with the same eyes Pinkie had attacks. Manipulating a pony's mind is one thing, but an Ursa Major? Is there no end to this madness?

The ponies' faces fell as they drew closer to the Ursa. None of them had truly appreciated the sheer size of it until it was put into better perspective. The Ursa Minor was easily large enough to destroy Ponyville, but it was nothing compared to its fully matured counterpart. When they were close enough to it, the Ursa paused in front of them and bared its teeth before loosing an ear-splitting roar.

“So, any ideas on how we stop this thing?” Applejack asked almost casually.

Twilight gritted her teeth as she frantically racked her brain. “Fluttershy!” she exclaimed. “Can you try to talk to it?”

“I-I can try,” stammered Fluttershy, her knees shaking.

“You don't honestly think she can stop an Ursa Major, do you?” Greyhoof hissed at Twilight. “If you've read as much as I have about them, you know it is far beyond any of us.”

“Fluttershy has an innate talent for talking to animals,” countered Twilight. “Maybe she can calm it down.”

“Calm it down?” said Greyhoof incredulously. “In case you didn't notice, the Ursa is mind controlled. No amount of gentle coaxing will cause it to change its mind.”

“I'll give you all the jewels I have!” Rarity shouted to the Ursa, her voice pleading. “Just please, please, don't destroy my boutique!”

Twilight looked at Rarity and facehoofed. “You've gotta be kidding me.”

“What?” asked Rarity sheepishly. “I don't see you trying anything.”

Flapping up near the Ursa's eye level, Fluttershy gulped and looked into its manic eyes. “Um, M-Mister Ursa M-M-Major, sir... If you wouldn't mind, our homes are in front of you. Can you please rampage somewhere else and not destroy them? If that's okay...”

The Ursa roared again, sending Fluttershy tumbling back down to earth. It was a stroke of good luck the terror induced by the Ursa's roar made her to lose control of her wings; if she had remained in place for as much a split second longer, she would have been reduced to paste by a swipe from the Ursa's paw.

“I told you!” scolded Greyhoof. “If the Ursa was in control of its own thoughts, that may have worked.”

“Everypony, run!” shouted Twilight. “Into the forest! If it's here for us, we can lead it away from Ponyville!”

They obeyed her instructions and split up, galloping into the Everfree Forest at top speed. The Ursa roared with fury and chased after them, gaining on them rapidly. It took the Ursa a single step to cover the same amount of distance that the ponies did in dozens of their strides. The Ursa took another swipe, this time at Greyhoof, but missed, and instead gouged massive trenches into the forest floor with its claws.

Twilight's eyes widened when she witnessed Greyhoof's narrow escape. If I don't think of something, everypony's going to die! Spinning around, Twilight stared at the Ursa. She looked intently at the black lightning emanating from the star on its forehead. I wonder...

Twilight let loose a blast of magic – the strongest she could muster given the circumstance. A powerful bolt of magenta connected directly with the teal star between the Ursa's eyes. It slumped backward and roared, the redness of its eyes fading slightly. The Ursa shook its head and its eyes returned to the blood red they had been a moment ago.

“Greyhoof! Rarity!” shouted Twilight. “Turn around and channel as much magic as you can into my next attack! Don't hold back – use everything you've got!”

“Are you mad?” Rarity shouted back. “I'll be ripped apart!”

“Just do it!” yelled Greyhoof. “I think I know what she's got in mind; it may be our only chance!”

Greyhoof followed up his statement with a mighty bellow as he launched his own magic at the Ursa in tandem with Twilight's second attack. The beams met in midair and intertwined in a fantastic display of magenta and light blue, corkscrewing directly into the corrupted star with immense force. The Ursa stopped dead in its tracks and uttered a confused grunt.

Rarity paused in her retreat as she heard the Ursa falter. Her jaw dropped when she saw the effects of Twilight and Greyhoof's handiwork. “Oh, Rarity, what you do for your friends,” she muttered to herself as she added her light blue magic to theirs.

It appeared to be enough; as the beams met, the trifecta enveloped first the star, then the Ursa's head, and then its entire body. The three unicorns held their magical assault for as long as they could before collapsing on the ground, utterly spent. Applejack, Fluttershy, and Pinkie rushed toward their fallen comrades.

“Grey! Talk to me, Grey!” said Applejack, kneeling beside Greyhoof, shaking him.

“Oh, Rarity, are you alright?” asked Fluttershy, extending a hoof.

Pinkie picked up Twilight and tried to prop her up. “Get up, Twilight!” she shouted.

Greyhoof rose to his hooves and watched the aftermath of their efforts. The magical aura surrounding the Ursa had faded, save for the star on its forehead. Greyhoof squinted at the Ursa, which had closed its eyes and was clutching its head in pain.

“Hey, I think it's working!” Greyhoof shouted to the others.

The rest of the ponies looked up and watched the effects of their attack. The bright energy from their magic appeared to be battling with the black lightning on the star, which was now a bright wash of colours. The light given off by the clashing energies was enough to make their eyes hurt if they stared directly at it. The ethereal struggle continued for a good thirty seconds before the unicorn magic struck at the direct centre of the teal star, causing a violent explosion.

The ponies averted their eyes from the piercing light as the shockwave made leaves and other loose foliage blow around wildly. When the blast cleared and the violent light from the explosion finally faded, they opened their eyes. Looking up at the Ursa, they saw that the star had returned to normal, the black lightning nowhere in sight.

The Ursa opened its eyes, which were now their usual yellow, and blinked in confusion. Fluttershy nervously flew up to its eye level and tried communicating with it again. Instead of rage, the Ursa gave a series of low, confused grunts. The constellation beast got up, shook itself, growled softly, and slowly ambled off deep, into the forest.

“We did it!” shouted Twilight, embracing Pinkie.

“This begs the question,” said Greyhoof, meeting Twilight and Pinkie, with Applejack and Fluttershy following behind him. “Who did this?”

Rarity came crashing through the bushes, breathing heavily. “I can't believe that worked.”

“We couldn't have done it without you,” said Twilight, clapping Rarity on the shoulder.

“What in the wide wide world of Equestria was an Ursa Major doing on a warpath toward Ponyville?” demanded Rarity.

“Well, whatever it was,” said Applejack, beaming at Twilight “your quick thinkin' sure saved us, sugarcube.”

My quick thinking... or – Twilight suddenly felt sick as the memories from her nightmares rushed to the forefront of her mind, unbidden. The dark mare's repeated warnings of the evil one resounded loudly within her. I couldn't stop Pinkie, but I did stop this Ursa. Is this what the mare is talking about? Is 'the evil one' behind all of this?

“Twilight, dear...” said an unnerved Rarity, noticing Twilight's expression. “What's the matter?”

Twilight's jaw dropped. I can't believe it. I've been trying to ignore it for so long, but this – I think I finally understand. But why me? Twilight bowed her head and gritted her teeth in pain. Everything I thought I knew – shattered. I wish things could go back to how they used to be. Why is it that the more I know, the more I wish I didn't?

“Spit it out, girl!” prompted Applejack. “What in the hay is goin' on here?”

Twilight took a deep, shuddering breath, giving each of her friends a hard stare before beginning. “I ignored it until now,” she said. “But after this – I just can't. From the beginning, my dreams have been telling me of an 'evil one' – that supposedly only I can defeat – and my inaction against it is why Rainbow is dead.”

Noticing that Pinkie was once again on the verge of tears, Twilight gave her a quick hug before continuing. “All of you saw how that Ursa abandoned its attack on Ponyville and came after us once we showed ourselves. Whoever sent that Ursa also controlled Pinkie. It was meant to finish what she started.” She paused, noticing that some of the dread she felt began to manifest itself in them. “The evil one behind all of this... is none other than Princess Celestia.”

Fluttershy, Pinkie, Applejack, and Rarity all stared at Twilight, their mouths agape.

“No, that can't be true!” cried Applejack.

“Girls, there's something I need to tell you,” said Twilight grimly, reciting the letter she had received from the Princess.

“What?” screamed Pinkie. “The Princess wants to have me –”

“Yes, and I'm afraid there's more,” added Greyhoof, his molten gaze searing into the others. “As I've told you before, there have been murder cases similar to yours, Pinkie. They've taken place at various points through the ages, but no connection has been made between them. Until now. Pinkie, you are the first pony I know of who wasn't executed for their crimes. We've proven – at least in your case – there was another behind the scenes. This Ursa was clearly sent to finish what Pinkie could not.”

“What make you think that all of these cases you've heard of are connected?” asked Rarity, her eyebrows raised. “This was the only one that you've seen, is it not? How can you be sure?”

“Even though her highness said to – uh – you know what – to Pinkie... what makes you so sure that she'd do this? We're her loyal subjects 'an all!” said Applejack.

“There's something else I haven't been telling you girls,” said Twilight, momentarily avoiding their eyes. “It's an old legend that could actually explain everything. As the story went, Princess Celestia and Princess Luna had an elder brother, King Cosmo. It was he – and not Celestia – who was meant to rule Equestria, with his sisters controlling the sun and moon. One day, long ago, they were both overcome with jealousy and sought the throne for themselves. They betrayed and murdered the King, and erased his name from history. If this is true, then Princess Celestia could be using unwitting servants – such as you – Pinkie, to eliminate potential threats, allowing her to keep her position forever.”

When Twilight had finished, everypony was speechless, save for Greyhoof.

“I wish it weren't true, but the writing's on the wall, or in this case, the ground.” Greyhoof gestured at the wake of destruction left by the Ursa. “I've had this theory for some time, and shared it with Twilight, but I hoped I was wrong, that I overlooked something. Unfortunately, you know as well as I that nopony alive could control something like an Ursa Major like this, except for Princess Celestia and her sister. She wants us dead, and perhaps all of Ponyville as well.”

Fluttershy buried her face in her hooves. “No...”

Applejack shook her head. “This is wrong, this is all wrong. There's no way the Princess would be so cruel. I've met her; she loves each and every one of her subjects!”

Twilight rested a hoof on Applejack's shoulder. “I know it seems strange, but –”

“Twilight,” said Rarity sharply. “You've known our dear Princess for longer than anypony here. Listen to your heart. Is she really behind this?”

Twilight closed her eyes, thinking of the time she'd known the Princess. The time when she was taken in as a filly to be her apprentice. The lessons and the care given to her. The letters the Princess had returned to her in order to save her from Discord's influence. Her wisdom and care for her subjects – how she had greeted each pony at the Gala individually. How she implied that she wanted Pinkie executed. How she had supposedly seized the throne of Canterlot for herself from her older brother.

Twilight opened her eyes and looked at the ground, full of regret. “I don't want to believe it, but it has to be true. Nopony else could make an Ursa Major attack us like that.”

“H-how can you be sure?” stammered Pinkie. “This is still the Princess we're talking about. She – she wouldn't make me kill Dashie!”

Twilight sighed reluctantly. “I can't completely believe it either, but the evidence... is overwhelming. Let's face the facts here. Take a look at the Ursa and Pinkie. The magic used on the both of them was not only identical, but no mean feat. Have any of you heard of somepony capable of mind controlling an Ursa Major? I can't even begin to fathom how much power that takes. The kind of power we're dealing with is far beyond any unicorn magic. Only an alicorn is that powerful.”

“I... believe you...” said Fluttershy, wincing as she spoke.

Applejack stared at the ground. “So do I.”

“If we're certain about whom we're dealing with, what do you intend to do, Twilight?” asked Rarity.

“I'm wondering the same thing myself,” mused Greyhoof. “We can't sit idly and wait for Celestia's next attack. We have to do something.”

Twilight resolutely struck the ground with a hoof. “We'll go to Canterlot.”

Everypony stared at Twilight.

“C-C-Canterlot?” stuttered an aghast Fluttershy.

“Whoa there, sugarcube,” said Applejack, her eyes wide with concern. “Ain't that bein' a bit hasty now?”

“Well, I for one agree with Twilight,” said Rarity.

Twilight blinked in surprise. “You do?”

“Yes,” nodded Rarity. “Like Greyhoof said, we can't just wait for something else to happen. We've already lost poor Rainbow Dash, and that frightful Ursa Major nearly flattened my boutique!”

“I... I don't want to kill anypony else!” choked Pinkie, darting behind Fluttershy.

“It's settled, then,” said Greyhoof. “We'll head out for Canterlot tomorrow, before first light.”

“Wait,” said Twilight, holding up a hoof. “I think only I should go.”

“If you think I'll just let you go there on your own, then you've got another thing comin'!” said Applejack defiantly.

“The Princess might get suspicious if everypony else comes with me,” said Twilight.

“I agree,” said Greyhoof. “But I must come with you. We can't be sure if the Princess can be trusted. I don't know if I'm your equal in magical ability, Twilight, but we need to stick together in case we're right about her.”

“No, Greyhoof, I have to go it alone,” said Twilight, slowly shaking her head.

“No, Twilight, you can't do this alone!” exclaimed Greyhoof, his voice cracking like an old dam. “After all you've taught me about friendship. Until now, I had never had a true friend, and I've been to a great many places. I've moved from town to town, city to city, all my life, never being in one place for long enough to get attached to anypony. I thought I was fulfilled because I was learning so much about magic, Equestrian history, the mythical beasts of the land.”

Tears beginning to well in his eyes, Greyhoof shut them and looked away from Twilight. “But no, it had merely hardened my heart. In exchange for this vast knowledge, I'd thrown away friendship, the most important thing of all. Until I met you, Twilight Sparkle, I didn't realize such a crucial part of me was missing. When I thought I'd lost you to the masticore, it finally dawned on me how empty I was all these long years. As my first true friend, I can't let you throw your life away. If we are right and Princess Celestia really is the tyrant she now appears to be, and does turn on you, let us stand together and die as friends. Everypony else should stay behind for their safety and ours, but I will not stand idly and let you risk your life on your own. After what she made Pinkie Pie do to Rainbow Dash... this is my fight too.”

When Greyhoof finished speaking, he directed his gaze at the ground and closed his eyes, letting a few tears roll down his cheeks and hit the soft earth below. Twilight embraced him fiercely, encircling her hooves around his neck.

“You're right,” said Twilight after a few minutes had passed. “I was so bent on learning the truth, I'd nearly lost my way. Thanks, Greyhoof, for reminding me of the values of friendship. Everypony, Greyhoof and I will go to Canterlot tomorrow. If the Princess is responsible, we will fight for our freedom and safety with everything we've got.”

“Are you sure you don't want us to help?” Applejack asked. “I've gotta be good for somethin'.”

“No, Applejack, I'm afraid not. Not this time,” said Twilight, her voice tinged with regret. “Princess Celestia's magic is far too powerful for an earth pony to contend with, I'm afraid. She could easily use you as a hostage if she wanted to. Greyhoof and I are the only two with a chance at matching her.”

“I hadn't thought of that,” said Applejack begrudgingly, “but I don't like doin' nothing while my friends are fighting for me. It just ain't right.”

“In your case,” said Greyhoof, “inaction is the best course of action. I'm only helping because I am also a student of advanced magic and am confident in my abilities. Even with our combined powers, I'm still unsure if it will be enough...”

“Promise me this,” said Twilight. “If we don't return, make it known to everypony across Equestria what happened. If we fail, maybe everypony else united can succeed.”

“Don't talk like that!” cried a mortified Rarity. “I'm sure it will all turn out right. I know it will!”

Twilight gave Rarity a weak smile. “I hope so.”

“It's getting late,” said Greyhoof, noting the setting sun on the horizon.

“Let's go home,” said Twilight. “We all need our rest.”

The other ponies nodded and began their trek back to Ponyville. Their journey was quite uneventful, as their path more resembled a bypass than anything else, on account of the vegetation being unexpectedly demolished by the rampaging Ursa Major. When they returned to Ponyville, they found a crowd of cheering ponies eagerly awaiting their arrival.

“You've done it!” shouted the Mayor, galloping toward them. “You saved us from the Ursa! How ever did you do it?”

“It was a spell,” explained Twilight. “The Ursa Major was under a spell similar to the one that Pinkie was.”

A chill swept across the crowd, and the cheering died down as if the joy had been sucked out of the atmosphere. “Surely you're not suggesting –” began the Mayor, a hint of panic creeping into her voice.

“Yes,” said Twilight grimly. “That Ursa wasn't on a rampage by accident. We believe that whoever had Pinkie under control did the same thing to the Ursa. Whoever it is, they're incredibly gifted in the ways of magic, and they want us dead. If we hadn't broken that spell, the Ursa could have easily killed us all.”

“Did she say 'kill us all'?”

“Who could do such a thing?”

“I don't wanna die!”

“Why would somepony want to kill us?”

“Do you have any idea who was behind the attack?” shouted the Mayor over the panic-stricken crowd.

“We do,” said Greyhoof.

“Tell us!” cried a pony in the crowd.

“Yeah, spit it out!” demanded another.

“We can't do that,” said Twilight. “We don't know for certain, but tomorrow we intend to find out. I don't want to give anypony the wrong idea unless we're absolutely sure.”

“I won't accept that,” said the Mayor. “I need to know, for the safety of Ponyville. For the safety of its citizens.”

“Telling you what we think we know,” Twilight said, attempting to remain as calm as possible, “will only cause more panic. Trust me, you don't want to know until we're certain. If we're wrong, then it will be a lot of trouble for all of us if we make a big deal over nothing.”

The Mayor begrudgingly backed down. “Fine.”

The crowd parted enough for Twilight, Pinkie, Rarity, Applejack, Fluttershy, and Greyhoof to make their way back into Ponyville. Once they distanced themselves from the uneasy crowd, they huddled together.

“Okay, Twilight, I really hope you know what you're doin',” said Applejack. “I'm gonna head back to the farm now. You'd better return in one piece, ya hear?”

“I will,” said Twilight, giving Applejack a confident smile. “I promise.”

Applejack raised her hoof and Twilight matched her gesture. With that, Applejack spun around and began trotting to Sweet Apple Acres.

“Rarity, Fluttershy,” said Greyhoof, looking at the two ponies in turn. “You'd best get some rest too. It's been a long day.”

They nodded and went their separate ways.

“What about me?” asked Pinkie.

“Sugarcube Corner is on the way back to the library,” said Twilight, beginning the trek home.

“Oh, right,” mumbled Pinkie, falling into step beside the others.

Twilight couldn't help but feel an overwhelming sense of sadness as she watched Pinkie walk. A slow, depressed trudge replaced the usual bounce in her step. Twilight felt overcome with cold fury when she thought of Pinkie's pain at murdering her own best friend against her will. How could the Princess do this to us? she fumed. I'll make sure she answers for this.

When they arrived at Sugarcube Corner, they bade Pinkie good night and continued to the library. The streets were deserted once again. I guess everypony fled to their homes in terror, mused Twilight. I'd give anything – anything to return things to how they once were. Her heart panged for the simpler days of even a fortnight ago, when there wasn't a potential murderer seemingly lurking around every corner of town, waiting to claim its next victim. When they entered the library, they noticed Spike fast asleep.

“That dragon really can sleep through anything, can't he?” chuckled Greyhoof.

“We need a plan for tomorrow,” said Twilight in earnest.

“Before first light seems to be the most wise,” said Greyhoof.

“Will we be safe on the road? How about the train – or the balloon?” asked Twilight.

“I think the road would be our best bet,” said Greyhoof. “If Celestia wants us dead, she could easily hear of our impending arrival and prepare a reception for us, or simply destroy the train.” His brow furrowed. “The balloon is also too obvious. She'd see us coming from miles away.”

“You really think she'd try to kill us in broad daylight?”

Greyhoof arched an eyebrow at Twilight. “Remember the Ursa?”

The tips of Twilight's ears reddened. “Yes, but that was more indirect, wasn't it?”

“While she has been using somewhat indirect methods thus far,” said Greyhoof. “By exerting such power to control an Ursa like that has more than likely shown her hoof. I'm sure she would have no qualms with striking us down en route if she felt she could make it look like an accident. If we take the road and go on hoof, she may not be expecting it.”

Twilight nodded. “Right. What do you propose once we reach the castle? Luckily, I spent much of my fillyhood there, so I know a good deal about it from the inside.”

“That's where things get tricky. Do you have a book that has the layout of the castle?”

“I'm not sure. I'll look through this side,” said Twilight, indicating a large array of shelves. “Why don't you search that side?”

In a matter of moments, the library was engulfed in a flurry of books sailing through the air as Twilight and Greyhoof both frantically searched for an appropriate book.

“Cities of Equestria?” said Twilight hopefully, skimming through a particularly hefty book. “No... no... no. Not in here.”

The mountain of books got larger and larger until all of the bookshelves on the ground floor were bare.

“You didn't find anything?” said Greyhoof with a hint of frustration.

“No,” said Twilight, slumping on her flank, resting her muzzle on her forehooves.

“Aren't there more books in the basement?” asked Greyhoof.

“You search down there, I'll search upstairs.”

Greyhoof went down the staircase into the library basement. Twilight climbed the stairs to the top floor and began rifling through her books with renewed vigour. Book after book yielded no results, much like those on the ground floor. She was in such a hurry, she didn't bother to put any of the books back, creating a small mound of them, which appeared to be a sort of tribute to the mountain of tomes on the ground floor.

Twilight heaved another frustrated sigh as she realized that the upstairs books were just as barren of the desired information as those downstairs. She trotted down the stairs and was about to go to the basement when she almost crashed headlong into Greyhoof, with a fairly musty tome that clearly hadn't been read in some time, floating at head height.

“I found it!” exclaimed Greyhoof, completely ignoring the near miss.

“Let's see,” said Twilight, clearing a space on the floor with her hooves.

Greyhoof set the book down and opened it to the appropriate page. Sure enough, there it was – an exact blueprint of Canterlot Castle. Every single room, passage, hallway, chamber, and turret was all clearly labeled and accounted for.

“There's the throne room,” said Greyhoof, putting his hoof on an important-looking place on the map.

“What do you think we should do?”

“When we get inside,” began Greyhoof, “I'll go to the east tower while you can talk to the Princess, who should be in the throne room, directly. Don't be direct about the accusations. Just tell her she has a subject seeking an audience in the east tower; it doesn't look like that room is used for anything. That way, we can be in a more secluded area of the castle when we confront her.”

“That might work,” said Twilight. “The last thing we need if it turns into a fight is Royal Guards coming to her aid.”

“Exactly,” said Greyhoof. “It is also imperative that she believes you to be alone.”

“This would be so much easier if my brother was there,” grumbled Twilight.

“Your brother?”

“Yes, Prince Shining Armour, former Captain of the Canterlot Royal Guard,” explained Twilight. “Unfortunately, he's retired now and is off with his wife, Cadence, at some place or other preparing for the Summer Sun Celebration, so we might run into some complications.”

“Too bad,” said Greyhoof. “It would be far simpler, wouldn't it? Well, with any luck, we can get her into the east tower alone. I pray that she'll feel confident enough to refrain from summoning her guards.”

“It sounds like the best plan we've got,” said Twilight reluctantly. “There's nothing for it now but to get some sleep. It's a long way to Canterlot.”

Greyhoof embraced Twilight, softly caressing her mane. “If one of us doesn't make it out of this alive, I just wanted to say, thank you.”

Momentarily taken aback, Twilight returned his hug after a few seconds. “Thanks for what?”

“For showing me the way,” said Greyhoof simply. “You've shown me how much more there is to life than knowledge, not only through the wonderful friendship you've shown me, but that you share with the others as well.”

“I – I don't know what to say.”

“Then say nothing. Sleep well.”

Greyhoof released Twilight and gave her a warm smile before climbing the stairs, heading toward his bed. Twilight, her heart racing, began to follow, but her hoof knocked a loose book across the floor on her way to the stairs. She looked at it and noticed it was Ancient Equestria. She opened it, staring at the place where the pages were torn out. After gazing for a full minute, she slammed it shut and flung it across the room.

Perturbed, she began slowly climbing up the stairs. Why, Princess? Why? As she tucked herself into bed, her mind lingered on the treachery and betrayed trust of her mentor, the one pony she had idolized above all others.

Chapter XI - Miasma

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Chapter XI
Miasma
===============

“Are you ready?” whispered Twilight, closing the library door behind them.

“Yes, but I still think we're leaving a bit early; I can hardly see in front of my muzzle,” hissed Greyhoof. “We'll be halfway to Canterlot before dawn.”

Twilight gave Greyhoof a wry grin. “So, you think you'll be able to sleep for a couple more hours?”

She began heading toward the northern road that led to Canterlot.

“I guess not,” he admitted sheepishly, falling into step beside Twilight.

The soft thudding of their hooves upon the darkened, tranquil Ponyville street was the only sound which accompanied Twilight and Greyhoof as they left the town. Twilight looked behind her at the town she had grown to adore so much. From here, it looked exactly like something she'd seen on a postcard years ago, slumbering peacefully in the wee hours of the morning. Both of them were suddenly knocked on their flanks by the shockwave of a tremendous explosion that originated from the centre of Ponyville. The entire town became engulfed in a bright fire.

“What's happening?” shouted Greyhoof, quickly getting back to his hooves.

“It's –”

Twilight was interrupted by a torrent of purple fume rushing past her with the force of a small hurricane. Familiar laughter blared in her ears as the smog rushed past, the sound like a thousand needles in her heart. The vapour coalesced into the dark mare a few meters away from them, significantly larger than she remembered it.

“Turn back, Twilight Sparkle!” it taunted, its eerie, whistling voice almost booming.

Twilight gritted her teeth defiantly and pawed at the ground. “You said I'm the only pony capable of stopping the evil one, and that's what I intend to do!”

“How amusing...” jeered the creature, towering over her. Its bright, lantern-like eyes turned to Greyhoof, who was surrounded by a light blue glow, his horn crackling with power. “Your friend's an eager one. This should be fun!”

Before she could warn him of the danger, a wave of fire from Ponyville rolled toward them, forming a giant ring around the three. Twilight attempted to rush to Greyhoof's side, only to find herself imprisoned in a cage of fire, the heat from its molten bars matting her coat with sweat. Crying out in shock, Twilight tried to free herself by firing a blast at the cage bars, but they absorbed the spell completely.

“Greyhoof!”

Twilight watched helplessly as the two dueled, firing spells at each other, but it quickly became evident that the dark mare was merely toying with Greyhoof. Any spell that he used against it had no visible effect, and the mare merely continued to laugh as it intensified its assault, causing Greyhoof to steadily lose ground.

Greyhoof's horn became encased in light blue magic as the energy enhanced it, turning it into a magical weapon. Loosing a mighty bellow, Greyhoof charged toward the dark mare, slashing downward with his horn. The mare nimbly dodged his attack and struck him in the gut with one of its hooves. Greyhoof crashed into the ground, the ring of fire blazing behind him as the dark mare stood over him.

“When the time comes, Twilight Sparkle,” it hissed, gazing at the helpless Twilight, “only you can save him – and this land.”

“No!” screamed Twilight as the dark mare plunged one of its hooves into Greyhoof's skull, both exploding in a swirl of smoke.

Twilight screamed again as the cage of fire began to collapse on her. As the molten bars pressed into her coat, her vision went dark. Her eyes shot open a moment later to reveal the library, the first rays of the sun creeping through the window. She got up, breathing heavily, and looked at the bed across the room. To her relief, Greyhoof still occupied it, his soft snoring abating after a few seconds as he rose.

Nodding to Twilight solemnly, he set off down the stairs. Twilight wrestled with the idea of telling Greyhoof about the dream, but thought better of it. There's no turning back now. I may tell him later, but this just isn't the time. Upon reaching the ground floor, she noticed that Spike was still fast asleep amidst the swamp of books on the floor.

“Should we wake him?” whispered Twilight.

“No,” Greyhoof hissed back. “Let's go. Somepony will tell him what happened if he starts wondering.”

“You're right,” sighed Twilight, continuing to talk under her breath. “This is already hard enough. Spike begging us to stay will only make it worse.”

Twilight gave Spike a sad smile that she knew he couldn't see, quietly approached him, softly whispered “Goodbye, Spike,” and then followed Greyhoof, who had already slipped out of the library. The streets of Ponyville were quiet. They quickly made their way to the outskirts of Ponyville, reaching the edge of the town. Twilight's eyes distractedly made their way onto the ornate sign marking the border. “Now leaving Ponyville. We hope to see you again soon!” As she reread the words with more focus, including the smiley face scribbled on the sign after the word “soon”, undoubtedly the work of Pinkie, her steps began to slow, and Greyhoof looked at her questioningly. Twilight turned around, and for a while, gazed wordlessly at the town.

“Don't worry,” said Greyhoof, snapping Twilight out of her reverie, “things will work out for the best. I can feel it.”

Twilight looked back at Greyhoof and pressed on. The road was long, but bare. Since it was so early, ponies weren't traveling on the dusty road yet, and many who did opted for the convenience of the Ponyville-to-Canterlot train. While the road generally didn't see an overly large amount of traffic, there were ponies or carts that went to and from Canterlot, to either Ponyville or other parts of Equestria, with some regularity.

Their brisk trot gradually turned into a trudge as the day wore on. Both had greatly underestimated the distance between Ponyville and Canterlot. The road remained clear in both directions as far as the eye could see, the dust being illuminated by the sun, which had fully risen by now.

“Greyhoof, there's something I have to tell you,” said Twilight dully.

“What's that?”

Twilight hastily explained the dream she had the previous night, and how it had been weighing heavily on her all day. “I just don't know what to do. I know we can't turn back, but I'm afraid I might lose you.”

Greyhoof paled. “Does it mean that I'm the next to die?”

“Remember that it seemed like the dark mare told me I could prevent it,” said Twilight.

“But how?”

Twilight regarded his perturbed expression. “I wish I knew. I do promise you this: if it is another premonition of what's to come, I will do everything in my power to save your life.”

“How can you be so sure?” said Greyhoof, his eyes shifting uneasily. “Those dreams have been a sort of prophecy thus far, haven't they? Does this mean Celestia will stand over me and – and –”

She turned and rested her forehooves on his shoulders. “Look, I don't care what the dreams say. I'm not going to let them come true. I've lost Rainbow, and I'm not about to lose you, too. If I'm the only pony who can save you, then by Celestia, I will.”

A smile began tugging at the corners of his mouth. “I know you will.”

Twilight's eyes began to wander, and landed upon a copse of apple trees by the side of the road. “I think we should get something to eat; we're only about halfway to Canterlot.”

“I heartily concur,” said Greyhoof, briskly trotting toward the trees. Using their magic, they plucked a few of the apples and sat down in their shade. Grinning, Greyhoof levitated an apple toward Twilight's muzzle.

Twilight's cheeks reddened as she took a bite, the apple's cool juices replenishing her strength. The two ponies eagerly dug in, making short work of their lunch. This may be our last meal, she reflected, staring deeply into Greyhoof's burning eyes. Somehow, something in those eyes told her everything would be alright. The seemingly eternal fire blazing within them was one of determination, courage, and even confidence. She couldn't put her hoof on why, but all of her fears and apprehensions melted away before it.

She leaned in closer to him, and he gave her a curious smile. The tips of her ears went pink as she hugged him, rubbing her neck on his. As he returned her embrace, she wished they could just sit there forever, away from the danger that they were about to rush headlong into.

“We should get going,” said Twilight softly, releasing Greyhoof.

Greyhoof nodded at her, his expression one of tenderness, but his eyes harboured the flame of vengeance. “Yes. Every second we wait gives Celestia more opportunities to murder somepony, like Rainbow Dash, just to stay in power. What do you think would've happened to Pinkie if we hadn't intervened?” He got up and walked back to the road, Twilight following. “She would have died, like all the others.”

Twilight glared up at the many towers of Canterlot looming in the distance, knowing somewhere up there, Princess Celestia was waiting, perhaps even planning her next attack. A couple of hours later, they eventually came to the steep road that lead up the mountain upon which Canterlot was built.

“We need some sort of plan,” said Twilight as they climbed. “Hopefully, gaining entry won't be much of a problem.”

“With any luck, it won't be,” said Greyhoof, staring intently at the castle. “I highly doubt the Princess would order the Royal Guard to harm you, at least in the open, especially considering your brother's position. All I need is for you to distract the guards so I can slip in unnoticed. I should be able to get to the east tower by myself from there.”

“I think so, but how do you think you can manage to sneak through that much of the castle, in broad daylight?” asked Twilight.

“Let's say... I have my ways. While I cannot render myself invisible, I have learned to bend the shadows around me and conceal myself within them. This technique, however, isn't so effective in broad daylight, but with a suitable distraction, it will suffice,” said Greyhoof. “Just make sure the guards will pay attention to you for about thirty seconds. Leave the rest to me.”

“So you said to tell the Princess you'll be in the east tower and seeking an audience?”

“Yes. Her reaction will tell you all you need to know. If our hunch is correct, hopefully she'll be alone. Otherwise, we can explain to her what's been happening in Ponyville and we can enlist her to help us,” said Greyhoof hopefully.

“I never imagined I'd be coming back to Canterlot like... like this,” said Twilight, looking quite glum.

The two unicorns remained silent as they climbed the winding path that led to Canterlot. Twilight thought they'd never reach the top, but every time she thought of giving up and collapsing on the ground in a heap, she saw Greyhoof still going strong. She somehow fed off his energy and found the drive to keep going. As they neared the castle gates, she was pleased to notice that the portcullis was raised.

“You were right,” she said. “Security seems about what it normally is.”

“Good,” said Greyhoof. “Now, approach the castle doors and talk to the guards.”

“Right.”

With that, Greyhoof slipped into the shadows, leaving Twilight alone in front of the entrance of Canterlot Castle. He's good, she thought as she approached the guards.

“State your business,” said one of them.

“I'm Twilight Sparkle,” said Twilight. “You know? Princess Celestia's personal apprentice? I'm here to visit for the day.” Twilight felt a pang of panic as she noticed that the other guard wasn't paying any attention to her. “Want me to prove it?” she asked, a slight smile creeping across her face as her horn began to shimmer.

“I'm sure that won't –” whatever the guard was about to say was lost when Twilight grabbed him, causing him to drop his spear in surprise, and bounced him off the castle wall to perform a gravity-defying aerial somersault.

“Okay! Okay!” shouted the airborne guard. “We believe you! Put me down!”

After giving the floating guard a quick spin, Twilight set him down and walked into the castle. It was the same Canterlot Castle she had remembered, with all of its statues, suits of armour, polished tile floors, stained glass windows, and high ceilings. Her hoofsteps made audible clacking noises as she walked the deserted corridors.

Twilight's nervousness steadily grew with each step, knowing she was moments away from confronting her teacher. Every time she rounded a corner, she brought a hoof to her brow, wiping away sweat. Her heart began hammering so loudly, she was surprised the sound hadn't given her away.

“Halt!”

The shout made her leap three feet into the air. When she landed, her head whipped around toward the source of the yell. An unknown unicorn, wearing familiar-looking armour, stood before her, four of Princess Celestia's royal guards at his back. He glared at her, his stony expression making her quiver in fear.

“I – um – that is –”

“Oh!” he said, a smile replacing his scowl. “You're Twilight Sparkle, aren't you? Forgive my rudeness. I am Phalanx, the new Captain of the Royal Guard. Princess Celestia entrusted me with Shining Armour's coveted position when he was forced to give it up following his marriage. Are you here to see the Princess?”

Finding her throat knotted, Twilight could only nod.

Phalanx's expression softened. “Well, I'm glad, because she's been noticeably perturbed lately. When I asked what was wrong, she insisted everything was okay, but I don't buy it. Maybe a visit from you will cheer her up.”

She lamely nodded again and continued toward the throne room, her progress unimpeded by Phalanx or the guards. So, she does know about what's been going on! Is she troubled because both Pinkie and her Ursa Major failed? As she drew closer to the throne room, she kept looking around cautiously, as if she expected to be ambushed by the castle guards at any second, despite being given the all-clear from Phalanx.

“Twilight Sparkle,” said one guard crisply, refraining fro lowering his spear. “What brings you to Canterlot?”

“I've come to see the Princess,” said Twilight, her stomach full of butterflies.

“Does she know of your coming?”

“I don't think so; it's a surprise visit,” said Twilight, glancing at each guard quickly as her mind raced to manufacture a believable excuse. “To – uh – deliver an extra special report on friendship!”

Both guards quizzically scowled at her for a moment before nodding. “Enter.”

Their horns shimmered and the doors swung open. The cavernous throne room was almost deserted, unlike the last times she had been in there, when it was filled to bursting with guests. Those were much happier times, when Discord's defeat and the marriage of her brother were celebrated throughout all of Equestria. This once-welcoming room now felt vast and intimidating. On the throne, as expected, sat Princess Celestia, who smiled at the sight of her.

“Twilight!” exclaimed Celestia in surprise, rising from her throne and approaching Twilight, her mane flowing with the eternal magic that only the alicorns possessed. “What brings you here?”

“Princess, I'm here on behalf of my friend, Greyhoof,” she began, barely keeping herself from trembling. “He seeks an audience with you.”

“Oh? And where is this friend of yours?” asked Celestia, her tone remaining pleasant.

“He should be in the far east tower. He's hoping for a more private meeting, just the three of us, so he figured the throne room might be a bit crowded, so –”

Twilight was cut off mid-sentence by Celestia, whose eyes opened wide. “The east tower? Why, that's...” She paused for a moment and closed her eyes. Twilight stood there, confused by the Princess's reaction. Celestia opened her eyes again, her expression suddenly grave. “I think I feel something. Tell me, my student, this Greyhoof – where does he come from? What does he look like?”

“Well, he said he was from somewhere called Neighagra Falls, up north, I think. As his name suggests, he's a grey stallion,” said Twilight. “He's got a short, green mane, wears an old cloak, and has orange eyes.”

“Orange eyes?” asked Celestia in a tone Twilight had never heard from her before: one of worry. “Tell me – do they seem different, somehow? As if they possess of a sort of strange fire?”

“Why, yes, but how did –”

Celestia's horn glowed bright yellow and a scroll and quill appeared out of nowhere. The quill began scribbling furiously. Twilight managed to catch a few of the words:

Phalanx – east tower – very dangerous – all guards – don't let escape.

Before Twilight could make out any complete sentences, the scroll vanished. Celestia then lowered her head so that it was right next to hers.

“Listen to me now, my student,” said Celestia, her voice full of a heart-stopping seriousness Twilight had seldom heard before. “Whatever you do, do not leave this room under any circumstance. Any circumstance. Await my return. Do I make myself clear?”

Twilight stood there, frozen as the throne room doors burst open and Celestia left at a brisk pace, her wings unfurled and her mane flowing more quickly than usual. Twilight's heart sank. If I've read the scroll correctly, it means Greyhoof and I are right. Dead right. The doors slammed shut behind Celestia.

* * *

Greyhoof paced around the east tower, looking about. The room was quite vacant, which was unusual for Canterlot. It gave off the feeling that it once had a purpose now long forgotten. He couldn't help but grimace as his eyes came to rest on various mundane points in the tower, each as barren as the last. His face began to quiver as his gaze kept coming to rest upon the same space in the room, as if something important had once occupied that spot.

He eventually came to a stop at the vast window that offered a stunning panoramic view of the mountains. He stared outside, observing them with what almost looked like familiarity. He breathed deeply. A single bead of sweat trickled down his face.

Suddenly, the doors burst open. Phalanx entered with a dozen armoured ponies. Their spears pointed directly at Greyhoof.

“Ah, Princess!” exclaimed Greyhoof, his gaze remaining away from the door. “I'm so glad you decided to grant me the honour of an audience! I must say, you're here a lot sooner than expected.”

“By the royal order of her Majesty Princess Celestia of Equestria,” recited Phalanx in a gravelly monotone, “you are under arrest, Greyhoof.”

Greyhoof remained still as Phalanx and the rest of the Royal Guards approached him, their plate mail clinking in time with their hoofsteps on the tile. “What is the meaning of this?” he asked in an unnervingly calm voice. “What is to happen to me?”

“You're coming with us,” said Phalanx. “Our ruler will decide your fate.”

“I am your ruler,” said Greyhoof, a deep and menacing tone creeping into his voice. It made all but the bravest of the guards shiver.

“Do not resist,” commanded Phalanx, drawing within hoof's reach of Greyhoof. “We will use force if necessary.”

With his back still to Phalanx and the guards, a wicked grin spread across Greyhoof's face. “It's treason, then...”

In a blinding flash, he performed a gravity-defying front flip, and spun around in midair. He landed, and burst out of his black cloak, tearing it to shreds, the remnants leaving his body and falling to the ground. Phalanx's mouth fell open when he saw a massive pair of wings where the cloak had been.

Greyhoof launched himself forward in a flash of light, easily avoiding the spear and impaling one of the guards with his horn. It pierced the golden plate armour as if it were paper, killing the pony instantly. Phalanx and the others stepped back. After a moment's pause to regroup, the guards charged forward, but Greyhoof simply flapped his wings and soared high into the air, discarding the fallen earth pony. Three pegasi flew up and attacked him in tandem, ducked and weaved between their attacks, and after a series of lethal swipes of his horn, the lifeless guards fell one by one to the floor, spears clattering beside them.

As Greyhoof landed back on the floor, the four earth pony guards charged him directly, with Phalanx joining them, attempting to use his own unicorn magic. Baring his teeth, Greyhoof shot a burst of energy that was not only light blue, but orange, dark blue, and red as well. The magic enveloped the spears, snapping metal tips from wooden shafts like twigs. The earth ponies skidded to a halt, staring at the floating tips in disbelief, discarding their now useless poles.

“Don't send a mud pony to do a unicorn's job!” quipped Greyhoof, and he thrust the spear tips into the skulls of their former wielders, piercing the bone as if it was parchment.

Phalanx stepped back and formed a line with the unicorn guards. They summoned all the magical strength they had, forming bright orbs on their horn tips, and launched a concentrated magic beam upon Greyhoof, who laughed manically at their efforts, his eyes searing with a hatred that bored into them. As it was about to hit him, his horn shimmered and projected a multicoloured forcefield around him, deflecting the attack with ease.

“You've had your fun,” spat Greyhoof.

His horn crackled with a wash of colour before a burst of lightning shot from it, striking one of the unicorns. After a few seconds, the attack stopped, and the unicorn collapsed to the ground, dead, smoke rising from his blackened coat.

“Who are you?” cried Phalanx, a look of horror contorting his normally emotionless face.

“I am the paragon of this world. I am perfection!” sneered Greyhoof. “Kneel before me!”

“Monster!” yelled one of the unicorn guards, charging Greyhoof with his horn lowered.

Greyhoof smirked and flew a few feet into the air, bringing his two front hooves down on the charging guard's head with enough force to send him into the floor, splintering the tile beneath him. Now, only two guards remained by Phalanx's side, shifting in panic.

Phalanx stepped forward, a teal glow engulfing his horn. The other unicorns did the same and joined him, advancing on Greyhoof. Greyhoof bared his teeth and ignited his own horn, bathing the room in its multicoloured light. One of the guards swung his head at Greyhoof, using his horn as a magical sword. Greyhoof effortlessly parried the attack and squared himself with his other opponents.

Following his comrade's lead, Phalanx attempted to strike Greyhoof, but again, his horn deflected Phalanx's attack in a flourish. Back and forth the combat went, the three unicorns trying desperately to find an opening in Greyhoof's defenses.

Greyhoof's stride and attacks quickened, his strength waxing instead of waning. Phalanx and the guards were steadily less and less able to stave off Greyhoof's assault, losing ground rapidly. Once their backs were to a wall, Phalanx and one of the unicorns dodged to either side, but the third guard was left with nowhere to retreat. Greyhoof's empowered horn found an opening and decapitated him.

While Greyhoof's back was turned, Phalanx tried to strike him, but he used his wings and soared far above Phalanx's head, and nimbly landed in the centre of the room. Phalanx and the other guard began backing away, about to make a run to the door.

“Retreat?” asked Greyhoof in a condescending tone. “Quite unbecoming for the Canterlot Royal Guard. I see that Celestia will make anypony a guard these days.” Greyhoof's aura enveloped the last remaining unicorn, raising him to the ceiling before bringing him down to the tile floor with enough force to break every bone in his body.

Phalanx sank to his knees. “Please... don't kill me!” he cried, quivering on the ground.

“Fear?” mocked Greyhoof, arching an eyebrow. “Quite unbecoming for a Captain of the Guard.”

He gave Phalanx one last contemptuous look before shooting himself forward, torpedo-like, striking Phalanx. The force was so great that not only did his horn go clean through Phalanx, but Greyhoof kept going until it made a hole in the wall. He withdrew his horn and allowed his victim to fall to the ground, joining his comrades in death. He licked the blood from his lips and walked down the stairs to the centre of the room, which was now littered with corpses.

Admiring his handiwork, he strutted about the corpse-covered ground, coming to a stop by the window as if nothing had happened. He unfurled his wings and stared not at the mountains, but at his own reflection. His mane was no longer short, but long and elegant. Its former colours were replaced by an orange as bright as the sun in the top half, and the bottom half was now a star-spangled deep blue, like a clear midnight sky. The clashing colours were separated by a thin stripe, which constantly shifted colour.

His eyes glittered as he admired himself. His mane and tail both flowed of their own accord, as if they were caught in a perpetual gentle breeze. He grinned as his eyes drifted toward his cutie mark, which was a bright sun next to a crescent moon, both eclipsed by a blazing blue comet. His ears twitched when he heard the door swing open once again. In the doorway stood Princess Celestia, her expression one of cold fury.

“So it is true,” she said, narrowing her eyes. “I can hardly believe it. After all these years – but how? Luna and I found nothing – no trace.” Her eyes darted around the room, lingering on each corpse for a split second before returning to him. “I can see that you haven't changed your ways, Cosmo... such a shame. You shouldn't have come here tonight.”

King Cosmo turned around, threw his head back, and laughed. “I've waited a long time for this moment... sister!”

Celestia, standing atop the staircase, gazed down at her brother. “If only you learned the same lessons Luna did. I didn't want to do what I did back then, and I don't want to be forced to repeat those actions now.”

“History will not repeat itself,” said Cosmo, slowly shaking his head. “No... I have done far more than skulk for the past thousand years. I will pay back the pain and humiliation you have caused me a hundred-fold!”

“Tell me, brother, how did you survive?”

“When the Elements betrayed me, they took many things... but not my life,” said Cosmo.

“And you have chosen now, of all times, to strike. Just because I am no longer connected with the Elements of Harmony – or with Luna at my side – doesn't mean I still can't best you!” said Celestia, narrowing her eyes. “In fact, I don't think you're confident that you can defeat me, even now.”

“You underestimate me, little sister,” spat Cosmo. “I have had over a thousand years of shame and exile to devise your destruction. I will not be stopped! Not by you, nor the Elements of Harmony, nor anypony. Soon, the crown of Equestria will rest on its rightful head once more.”

“I see that your defeat has taught you nothing, Cosmo. Killing you once wrenched my heart, but for the safety of Equestria – no, the world – I will do so again.” She narrowed her eyes. “I spent many sleepless nights wondering, 'Could this have been prevented? Did I make some sort of mistake in our youth?' With what both Nightmare Moon and you have done, have I failed as your sister? I see now that your love of power has corrupted your heart – and nothing can save it. No, the only thing you are capable of loving is power. When we were young, did you ever show us true love, or were you masquerading back then, too?”

Cosmo laughed. “You are gravely mistaken. I have no need of love – nor your pity.” He flapped his wings. Beginning to slowly ascend, his entire body crackled with magic. “I have long prepared for this. Now you will experience the full power of King Cosmo!” His eyes glowed white as he spoke, the last few words coming out as a bellow that shook the room to its foundation.

Before Celestia could offer a rebuttal, Cosmo engulfed himself in magic, and launched himself at Celestia like a multicoloured fireball. She beat her wings and banked to the right of the oncoming strike. He stopped himself a few inches from the wall. Grimacing at his sister, he launched himself again, but this time she copied his maneuver. The alicorns clashed with enough force to incinerate any other pony. They rebounded and floated in the air, magic blazing around them in a thick haze.

Celestia's aura was pure bright yellow, a sharp contrast to the four-colour torrent that surrounded her elder brother. The two stared at each other for a few moments before their auras began flaring up, bathing the room in a terrible display of light and power. Cosmo let loose a warcry as he launched himself at Celestia once again, and she mimicked his attack a split second later. They clashed once again, but instead of rebounding from the impact, they stayed locked in close combat, swinging at each other with all four hooves in midair, exchanging a flurry of blows.

Every time one launched a strike, the other retaliated with equal force, although most of their rapid attacks were either dodged or parried. Eventually, Cosmo landed a blow on Celestia's jaw, but before the impact could fully take its toll on her, she managed to repay Cosmo in kind. The combat was torn asunder, and both alicorns floated a good distance away from each other, bleeding at the mouth.

“Why, brother?” Why must you force me to do this?” asked Celestia, wiping her muzzle. “Your powers have weakened over the long years. Abandon this madness!”

Cosmo spat out blood. “You fail to appreciate the full extent of my design. Not once has your treasonous act left my mind. This day will be your last.”

“I did what I had to for the safety of my subjects!” shouted Celestia. “You sought to rule with an iron hoof, through tyranny and subjugation. That is not what we were meant to do. You left me with no choice, brother.”

“We never did see eye to eye,” sighed Cosmo. “Your sense of morality always sickened me.”

Cosmo concentrated his aura into the shape of a hefty sledgehammer and swung it at Celestia. Celestia barely had enough time to focus her own aura into a barrier. The blow sent her soaring into the wall, but she pivoted herself in midair, and slammed her hooves into the wall. The stone cracked from the force as she launched herself back into the centre of the room.

Celestia reshaped her aura into a scimitar, while Cosmo turned his into a rapier, and they took rapid, deadly swings at each other, the magical blades clashing in a display of beautiful colours and terrible power. The combatants were harshly reminded of the necessity to deflect the other's strikes when Cosmo's blade parried Celestia's, and the weapon nicked the ground, gouging a deep trench in the tile. Their magical weapons continued to clash, but once again, neither was able to overcome the other's defenses.

“So,” sneered Cosmo, breaking off his attack, “I see you are still as quick as you were back when we first conquered Equestria.” The magic that forged his weapon began to rush back into his horn. Celestia's was doing the same.

“'Conquered'?” said Celestia, eyebrows raised. “That's not what you called it then. 'Liberated' was the word. We freed the kingdom from the tyrants who sought to oppress it. Tyrants like you.”

“A tyrant, am I?” he scoffed, absorbing the remainder of his weapon as Celestia did the same. “I sought to bring perfection to this land. Under my eternal watch, I would have achieved utopia!”

Taking a deep breath, Celestia shook her head. “You let your power get to you, my brother. You lost sight of your true self long ago.” Her tone was not one of anger, but of regret. “Cosmo died long ago, murdered by the pony who stands before me now. Why can't we go back to simpler times – such as when we used to race – before the thoughts of crowns, wars, and power even crossed our minds?”

“You make me sick.”

Both Cosmo and Celestia stood about half the room apart, briefly surveying the damaged tile and the corpse-littered ground before staring back into each other's eyes. Cosmo's mane flowed as brilliantly as ever, the orange and dark blue sparkling with the magic that only ran through the bloodline of the Equestrian royal family. The stripe in the middle of his mane shifted between the brighter colours now, as if it too was threatening Celestia. Cosmo's expression was one of grim smugness, his eyes almost on fire, as they seemed to be attempting to burn his opponent with his gaze. Celestia's mane shone every bit as brilliantly as her brother's, an uncharacteristic look of hatred on her face as she gazed upon a pony she never imagined she'd see again.

* * *

Twilight paced the throne room nervously. She could feel cold fingers of dread clenching around her stomach. What do I do? She seemed to recognize who Greyhoof is, but how, and why? Is she going to kill him in cold blood? Despite all of the evidence that seemed to irrefutably damn the Princess, she now found herself torn.

Suddenly, the entire castle shook. Twilight peered out one of the windows and saw unnatural light in many colours coming from what had to be the east tower. Tears filled her eyes as she stood there, witnessing the deadly light show. It's begun. I know she told me to stay put, but I made a promise. I can't let her harm anypony else. She closed her eyes and turned away from the window.

Why, Princess? Why? Why does it have to be this way? Twilight opened her eyes, hardening her expression and her heart. This ends tonight. Greyhoof, please hold on! Calling upon her magic, Twilight threw the doors wide open and began galloping toward the east tower as fast as her hooves could carry her.

* * *

The short respite was abruptly brought to an end as Cosmo began summoning a fresh torrent of magic. The gathering energy began to distort the light in the room, and Canterlot Castle seemed to tremble. Instantly realizing what he was doing, Celestia did the same.

“You're insane! This could destroy us both!” she yelled, flapping her wings to gain sufficient altitude.

Cosmo's only response was another manic laugh as he ascended to to Celestia's height, both combatants' gathering energy increasing so dramatically that they couldn't see each other anymore, as the energy had formed a large sphere around each of them. Once the spheres reached the size of large boulders, they unleashed them in the forms of a massive yellow beam that collided with a corkscrew of colours in the centre of the room.

Excess energy from the two beams shot off in all directions. Stray bolts tore holes in the walls, floor, and ceiling, with explosions at each point of impact, vaporizing many of the dead bodies and pieces of discarded equipment. Both alicorns gritted their teeth in exertion, pouring every ounce of their magic into their attacks, horns the focal points of their energy. The astounding display of magical power was so bright, it almost blinding – especially the large orb between the two beams where the conflicting powers clashed. The sphere never remained still, sometimes moving toward one alicorn and then to another as one stream of magic gained strength over its opponent, even if for just a split second.

Eventually, the epicenter of the clashing magic drew closer and closer to Celestia. She cried out as it was about to hit her, summoning energy from her deepest reserves just in time to force Cosmo's energy back at him. Eventually the beams evened out again and began tilting toward Cosmo.

As Cosmo's beam waned in power, a hint of panic flashed in his eyes. He desperately channeled some of his power toward Celestia's beam as he gradually flew higher and higher. Finally, he had done it. The two beams merged into one, and were redirected completely. It shot through the roof of the east tower, obliterating so much of it that very little debris fell to the floor. Both alicorns finally let up and watched as their combined magical essence shot high up into the sky. A few seconds later, before it passed beyond their vision, it exploded. A violent cascade of colours suddenly lit up the night sky, as if a hundred sonic rainbooms had detonated all at once, illuminating Canterlot and untold acres of land surrounding the castle. As the lights began to fade, Celestia and Cosmo glared at each other once more.

“It would seem that we are evenly matched,” said Cosmo, summoning energy to his horn.

Celestia did the same. “'Even' is what you call it?” she said, their faces glowing by the light of their horns. “You really are deluded, Cosmo. I told you coming here was a mistake.”

“You are blinded by your arrogance, Celestia,” he said, swinging his horn at her as if he wielded a sword.

She parried. “That is probably the most ironic thing I've heard in my life.”

Cosmo spun away before darting back in with three quick swipes, each of them avoided or deflected by his opponent. “The full irony of the situation is lost on you, my dear sister. But do not fear; you will appreciate the perfection of my grand design in your dying moments!”

Their brief respite was over; Celestia rushed at him, aiming precise slices that would deal fatal blows should Cosmo fail to avoid them. While he managed to stop the attacks and riposte them, his sister matched him blow for blow, and more. He was slowly but surely losing ground as Celestia hammered away at his defenses. She hadn't managed to strike him yet, but with each swing of her glowing horn, she made him take a step back, driving him closer and closer to the large window. One of Celestia's fiercer strikes was deflected into the window itself, shattering the entire thing. Cosmo stumbled onto his back.

Celestia suddenly shot a strong burst of magic at Cosmo. It narrowly missed, destroying a sizable chunk of the wall behind him, creating a pile of debris. Another blast struck Cosmo directly, and sent him flying into the rubble. Cosmo attempted to retaliate, but Celestia effortlessly turned his shot away with her horn. Celestia lowered her horn to Cosmo's throat.

“Cosmo, your tyranny will never return!” shouted Celestia with a tone of finality, her pristine white coat now covered in dust and blood. “You have lost.”

King Cosmo's burning eyes flicked toward the east tower's door for a moment, before returning to meet her sister's penetrating stare. He smirked and transformed himself into a vapour that shared his mane's colour. The mist began rushing past Celestia, but she narrowed her eyes and blasted the entire cloud. Cosmo cried in pain and was once again sent crashing into the pile of rubble, forcibly returned to his physical form.

It was at that moment that Twilight burst through the doors. She stared at Celestia, and at her stance. She could barely make out Greyhoof's crumpled body beneath the mound of dust and loose stones.

“No...” said Cosmo. “It won't end like this!” He fired a burst of lightning at Celestia, who matched it with her own, Cosmo's attack quickly failing under the strength of Celestia's.

“Twilight, we were right! Celestia's going to kill us both!” yelled Cosmo, his voice abruptly reverting to Greyhoof's. “Please... you promised! Your dreams are coming true! Only you can stop it and destroy the evil one!”

“You don't understand whom you're dealing with, my student,” shouted Celestia, her eyes remaining fixed on her fallen brother.

Twilight's vision grew hazy as her dream from the previous night rushed back vividly. There stood Celestia, exactly as the dark mare had over a fallen Greyhoof, with Twilight looking on helplessly. The very pony who had raised her like the daughter she never had, teaching her valuable lessons – not just in magic, but in life, in friendship – was the dark mare responsible for the death of Rainbow Dash, and if she didn't act quickly, Greyhoof and countless others.

I will do as you taught me, thought Twilight, as I promised that I would do for him. Greyhoof is my friend – and I will protect that friendship. When her vision cleared, she saw Greyhoof's head was resting on the rubble, his eyes closed. He breathed weakly as Celestia once again lowered her horn, its tip pressing against Greyhoof's neck.

“Twilight, stay back! I'm sorry you had to witness this...”

“Please Princess, stop this!” cried Twilight, edging closer to her teacher. “Please!”

Cosmo opened his eyes and frantically looked at Twilight, an expression of pure terror on his face. “I did my best, Twilight. I failed... she was too much for me.”

“Twilight Sparkle, stay back!” commanded Celestia in a booming voice that almost made Twilight lose her nerve on the spot.

“No! I will not let you kill him!” shouted Twilight defiantly. “I – I can't live without him!”

“That's enough,” said Celestia. “It is clear to me now that his influence over you runs too deep. I must end this. All will be made clear once he has been dealt with, once and for all.”

Celestia raised her horn like an executioner's axe. As she lowered it, Twilight felt something snap deep within her. The past days' feeling of helplessness, of despair, of dread, burst forth like a torrent breaching an old dam. The sight of one she had trusted so much for all of her life, preparing to destroy a pony who she had grown so close to, drove Twilight over the edge. She loosed an unearthly yell and unleashed a great burst of untamed magic.

The blast hit Celestia's horn squarely, with such incredible force that it was sundered clean in two. Celestia screamed, her eyes wide with surprise and pain as she looked up at the stump that had been her long, brilliant horn.

King Cosmo's expression instantly shifted from terror to malice. “At last... Equestria. Is. All. MINE!” Cosmo struck Celestia with a renewed magical assault, engulfing her completely. “Begone, you filthy usurper!”

“Twilight, please!” shrieked Celestia as she was lifted into the air by Cosmo's magic, trapped in a quickly-contracting sphere of multicoloured lightning. “Help! I beg of you!”

Unable to move and barely able to breathe, Twilight collapsed as she bore witness to the Princess's undoing. Tears poured down her face as she stared, horrified, at the abominable scene unfolding before her eyes. Her whole body went numb as it was first overcome by a frigid chill, and then by a growing flame of inexplicable hatred, seemingly fueled by Celestia's suffering.

“Twilight!” she cried again. “I love you! I've always loved you! Please...” Her voice was barely audible over the sound of crackling lightning. “This is our only chance! If he succeeds, Equestria is doomed! Please, Twilight. TWILIGHT! I love you, Twilight! I lo–” She was cut off as the sphere shrunk enough to make contact with her. It exploded in a blinding flash of light, the shockwave blowing Twilight's mane in all directions.

The Princess fell to the ground, her eyes closed, her coat covered in blackened scorch marks. Her mane had stopped flowing. No longer was it the beautiful cascade of cerulean, turquoise, pink, and cobalt. It was now shorter, and only pink. Cosmo approached her and unceremoniously kicked the body. After quickly appraising it, he pushed the corpse out of the shattered window, and it hit the rocks far below with a dull thud.

“What... what have I done?” sobbed Twilight, burying her face in her hooves.

Cosmo turned to Twilight, a large burnished gold crown set with a topaz and obsidian trim appearing on his head, and ruby-set hoofguards and chest band magically appearing as well. “You have done exactly as you were meant to, Twilight.”

Twilight looked at him, her tearful eyes open wide. She was too overcome with conflicting emotions to even flinch as Cosmo crushed Celestia's discarded crown beneath his hoof.

“By ensuring Celestia's final destruction, you have succeeded where Nightmare Moon could not,” continued the King. “The dark mare, and the events leading up to this moment, have all transpired by my will, and my will alone.”

Twilight stared at her hooves, which shook with terror. “What is happening to me?”

Cosmo chuckled. “By destroying Celestia, you created a powerful spark deep within you. A spark of power. I am now bestowing upon you my greatest gift of all, as I did with my youngest sister, Luna, over a thousand years ago. I am igniting that spark.” As Cosmo spoke, a change slowly began to take hold of Twilight. Her purple coat was darkening to near blackness, and her mane was gaining a strange dark purple glow.

“Yes... it is taking hold nicely,” said Cosmo. “The purple smoke that became the dark mare has a name. That name is Miasma. Twilight Sparkle is no more. You are to become that dark mare – my greatest weapon. When you rise, you shall do so as Miasma, the herald of the true King! What say you, my servant?”

“I was wrong... all this time... I was wrong. How could I have done this? How could I have believed it? How could I have killed her? I – I was like her daughter!” Twilight writhed on the splintered tile floor, and three small, streaking comets appeared on her cutie mark. “I feel... pain. Unbelievable pain... yet... I feel... alive! Such power! Such incomprehensible power! It surges within me, strengthening every second! Celestia wasn't the only pony to have died by my hoof. Twilight is no more. Twilight never was, and never will be. Now, there is only Miasma! I will do whatever you ask, my liege.” Miasma slowly rose to her hooves. She had stopped crying.

The magic had taken full hold of her now; her eyes were open wide, and possessed of a strange white glow, and gave them the appearance of bright lanterns. Her mane was now almost unrecognizable – the pink stripe almost lost in the sea of deep purple that glowed with a pitch blackness that seemed to flow, as if there was a perpetual breeze playing through it. “But how – how did you manipulate my weaker self so easily?”

“That is a simple matter,” said King Cosmo, regarding Miasma with maliciously glittering eyes. “I have the power of absolute control. When I discovered how potent your friendship was, and that it augmented your considerable magical ability, I knew it was the perfect weapon. Your own sickening friendship was your downfall; the friendship you forged with 'Greyhoof' was the sword that finally beheaded the traitor.”

Cosmo flared his wings as his smile broadened. “Once I won you over with my disguise, it was only a matter of time before you saw to the destruction of your own mentor. All it took were a few well-placed lies, an unwitting puppet, and a forged letter. Remember, none are more hopelessly enslaved than those who falsely believe that they are free.”

“Amusing,” laughed Miasma. “I'm glad to be rid of that sentimental fool. I am what I was destined to be. What is our next move, sire? Luna and Cadence still live.”

“Both of them have no doubt sensed the demise of Celestia or the ample amounts of magic wielded this night,” said Cosmo. “Luna will know what has transpired here, and is likely already on the move. I predict her first move will be to gather the Elements of Harmony. She was always the weak one, and knows that she is no match for me. Cadence is likely ignorant of my existence, and will make her way here. I will prepare her a fitting welcome. With Celestia gone, the Elements are now the last thing standing between me and total victory. Everypony who wields the Elements of Harmony is an enemy of this kingdom.”

“What must I do?” snarled Miasma.

“I want you to go to Ponyville and destroy those whom you once called 'friends',” commanded Cosmo. “Show no pity, show no mercy. You will be accompanied by half a century of the Canterlot Royal Guard.”

“And what if Luna reaches them first? Shall we seek them out?”

“No. I believe that you will be needed back here,” said Cosmo. “A family reunion is in order, don't you agree? If they are gone, see to it that they have no homes to return to.” King Cosmo closed his eyes and took a deep breath. “As I saw when you discovered your power many years ago... you've got such potential, the likes of which I have not seen in thousands of years. It would be a real waste if we didn't put it to use. The whole world needs to be corrected. Now go. There is much work to be done.”

Miasma bowed to King Cosmo. “Yes, my lord. The citizens of Ponyville will not live to see the next sunrise. Long live the King!”

Chapter XII - Inferno

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Chapter XII
Inferno
===============

A calm evening breeze rolled through Princess Luna's blue mane. She'd forgotten the simple joy of peaceful nights, closing her eyes and allowing herself to immerse herself in tranquil beauty. Breathing in the cool evening air, she basked in the pale moonlight illuminating the dark sky. She'd spent the past few months like this, away from it all. She was unsure of how long it would be before she fully re-acclimated to the world around her, but she did know she was in dire need of this solitude.

Observing the slumbering kingdom provided her with a sort of cleansing – cleansing she was in dire need of to truly heal the pain of her banishment. When she wandered about the uninhabited parts of Equestria, her mind always drifted back to the distant past; her time as Nightmare Moon was merely a painful blur. She never knew how she had lost her way. Her memory of events grew ever more hazy the closer it drew to her transformation, remaining obscure even as she sat perched atop a pillar in the Old Kingdom in the heart of the Everfree Forest.

Her pondering always yielded the same result: why? She feared she would never be able to answer the question had which tormented her since her return. She continued to cling to the hope that, perhaps one day, these late wanderings would give her the answer she sought. Her body gave a shiver which had nothing to do with the coolness around her. Breathing deeply, she tried to find her inner peace, and perhaps doze off, yearning for the simpler, more innocent times of centuries gone by.

She would give anything to transport herself to back then, to undo her mistakes. Today, the mere thought of becoming Queen of Equestria, of commanding night eternal, sickened her. She'd gladly trade her crown to restore her simple relationship with Celestia – and even Cosmo. Cosmo before he had fallen. Before he –

Her peaceful trance was abruptly shattered by an explosion, its shock waves reaching her even this far away from its epicenter. Her eyes shot open and her jaw dropped as she felt a torrent of magic unlike any she had felt before. She felt the explosion a split second before it occurred, and when it did, it was incomprehensible. The black, star-spangled sky flashed with every colour in the spectrum. The display had scarcely begun when she realized what must have been happening; anything as far as the eye could see was thrown into unnatural light from the wild torrent of magic high above Canterlot Castle.

As much as she tried to deny it and not face the terrible truth, the source of that power was undeniable, even after over a millennium. Her face fell as a chill swept through her body. The Princess's mind began to race, with thoughts each more horrifying than the last. Her coat was now matted with cold sweat, and her heart beat like a war drum as an inescapable surge of dread threatened to drown her. Trying to clear her mind, she closed her eyes and concentrated all of her mental abilities on Canterlot, trying to see what was happening with her mind's eye.

She froze and her eyes shot open again as if she'd been stung, as a crescendo of fear, anger, regret, guilt, and sorrow hit her gut all at once. She only saw one thing for a split second before her concentration was broken, but it was all she needed to see – the image burned into her brain with a branding iron. It was an all-too-familiar visage: a grey face, blazing orange eyes, and a mane she thought she'd never see again. The face wore an expression that sent a shiver down her spine.

“Brother... you live... but... how is it possible?” she asked herself as she took flight. Luna gulped, knowing what she must do.

* * *

He sat by the head of a large rectangular table. It and its chairs were the only furnishings upon the vast room's polished marble floors. Ten others sat around it, yawning and staring blankly into space.

“What is the meaning of this?” demanded Prince Blueblood, banging the table with a hoof, a few hairs in his disheveled mane falling out of place. “I was right in the middle of my beauty sleep.”

“We were hoping that you could inform us, sire,” said a white unicorn stallion in a flowing red robe. “That dreadful explosion had scarcely woken half the castle when the summons came. I must say, the guard who summoned me looked quite strange. Poor chap must've been given quite a start by that bang, like the rest of us.”

“Do you think they're connected?” yawned the only pegasus in the group, who wore a sky blue vest emblazoned with a winged sun emblem. “I mean, all of us are here, aren't we?”

“Of course they're connected,” snapped Blueblood, loudly enough to silence the others, who had started bickering amongst themselves. “What kind of question is that? What I want to know is what caused it. Surely it must be severe enough for Aunt Celestia to summon us so quickly.”

The double doors at the head of the room swung open, not revealing Princess Celestia, as all of them expected, but a very different pony. All of them stared at him, speechless. He was an alicorn. They gawked not only at his impressive wingspan and horn, but his burnished gold crown, set with a ruby and obsidian trim, made their jaws collectively drop. The unknown alicorn strutted purposefully toward the table, his matching hoofguards clacking loudly upon the marble, planted himself in the seat that belonged to the Princess, and folded his wings.

The alicorn allowed himself a smirk, his eyes falling upon each of the nobleponies in turn before he broke the silence. “So good of all of you to have made it on such short notice. I must apologize for the crude method of my summons, but until the entirety of the Royal Guard serves me and me alone, drones who are mere slaves to my will must suffice.” A spark of glee was visible in his eyes for a brief moment when he noticed his voice sent a rippling chill throughout the room.

“W-who are you?” stuttered a burly earth pony with a bushy mustache.

“I am the true ruler of this kingdom,” said King Cosmo matter-of-factly. “I have called you here tonight to let it be known that I, King Cosmo, have returned at long last to sit atop my throne once more.”

“'King'?” said Bastion Yorsets, the headmaster of Celestia's magic school. The tones of his crisp traditional Canterlot accent – which brought a smile to Cosmo's face – were not tinged with fear or defiance, but wonder. “Forgive me, but I have never known of a King to have ruled Equestria.”

Cosmo's eyes rested upon Bastion for a moment. “Of course you have not. This kingdom was mine once, long ago. My sisters sat at my sides, and I began to shape perfection – a utopia! But I was betrayed. While I was in the midst of carrying out perhaps my most noble crusade, they attacked. Ever since, the vile usurpers roamed free, while I lay forgotten, but not broken.”

He gave a mirthless laugh. “They thought I was dead, and made haste to erase my name from history, as if I had never existed. I have spent many long years biding my time. Now, the time of waiting has ended. Now, my reign shall begin anew.”

The King's words sent the table into a frantic clamour of ponies talking amongst themselves, trying to comprehend his words. Nearly a full minute had passed before Prince Blueblood cleared his throat. “There is no King. There was no King. I don't know who you are, but I advise you to leave before my Aunt Celestia arrives.”

Cosmo's eyes flashed dangerously. “I am King! I have ruled these lands long before you were born. I will not be spoken to that way by an inferior such as you. My traitorous younger sister, Celestia, is dead.” He paused, allowing his words to sink in. Any hushed conversation had given way to silence. “A fate shared by those who are disloyal.”

Blueblood placed both of his front hooves on the table and stood up in his seat, glaring at Cosmo. “You – you killed my aunt! You'll pay! I will never serve you!”

Cosmo's expression remained unchanged, but his eyes were kindled and fixed on Blueblood. “The remainder of the royal family is to be purged; I will brook no repeat of Celestia and Luna's transgressions. Your death will serve as an example.”

“G-guards! GUARDS!” Blueblood's eyes widened as he felt his heart gripped with fear. King Cosmo's horn emitted a corkscrew of light and dark blue, orange, and red energy which engulfed Blueblood, raising him ten feet into the air. Cosmo lunged at the helpless Blueblood.

Crying out, Blueblood found himself unable to move a muscle as Cosmo approached him with blinding speed. The King's horn met the Prince's neck, decapitating him in one swift stroke. His severed head landed on the centre of the table with a dull thunk while Cosmo hurled his lifeless body against the wall.

Cosmo flew back to his seat, landing as if nothing had happened. He regarded each of the trembling nobleponies with the same cursory, baleful glare. “By my will, a new regime shall be implemented. Whether or not you live to see it is your own prerogative. Repeat after me: long live the King!”

“Long live the King!” echoed everypony at the table, their eyes looking anywhere except the head of Prince Blueblood.

* * *

A large gathering of ponies stood in the courtyard of Canterlot Castle, gazing up at the balcony that Princess Celestia used to address her subjects. Not since the union of Princess Cadence and Shining Armour had it been utilized, which had been many months prior. The citizens of Canterlot had been summoned, but for what purpose, they did not know.

The castle doors at the ground level opened, and a dark unicorn with an aura that seemed to radiate pure malice marched through the doorway. Her eyes, open abnormally wide, were possessed by a strange white glow that gave onlookers the chills. At her back, a column of Canterlot soldiers armed with spears and pikes marched in time with her. The crowd gazed in disbelief as the army of Canterlot mobilized – a sight they had never expected to see in their wildest dreams. They gawked as they watched the soldiers marching past on the road beside them. To their surprise, a great number of the soldiers' faces wore the same expressions of fear they did.

When the fifty-odd soldiers had left the castle grounds, the portcullis slammed shut behind them as the tramping of their hooves upon the stone faded into the distance. Now imprisoned within the courtyard, the crowd found its attention drawn to the balcony, where an alicorn they'd never seen before stood. They had no idea who he was, but his distinct eyes, mane, and ruby-studded golden crown and regalia told them he was important – and quite possibly deadly. They began murmuring amongst themselves at his appearance.

The mysterious alicorn unfurled his wings, revealing the mark of a sun and crescent moon overshadowed by a light blue blazing comet, before addressing them in a booming voice. “Greetings, my loyal subjects! I am King Cosmo. I come to you in the wake of recent events to issue a call to reason. For centuries, you have been ruled by a false Princess. She tried to destroy everything I had accomplished when this kingdom was forged so long ago, and even attempted to assassinate me. It is time to open your eyes to the truth and to cast aside Celestia's lies and serve your true King. The tides of war are soon upon upon us, and we must strike against my other traitorous sibling.”

The King paused to give the crowd a moment to process what he had just said. They were shivering now, Cosmo's words making them feel as if they were in a waking nightmare. “My sister, Celestia, is no more. Whatever semblance of authority and power she once possessed is a phantom... A memory. With Celestia's demise, the rest of my family will turn against us. Anypony caught pledging loyalty to Luna will be executed for your protection. The impurities of Equestria have thrived for too long under Celestia's guidance. I am here to correct her mistakes. Permanently. Once the last vestiges of their influence have been swept away, this kingdom will be transformed into a perfect utopia!”

The crowd was stunned, silenced with disbelief as they gawked up at Cosmo, who continued his speech. “The time has come, my subjects, to rally to a new banner. My banner – the true banner of Equestria!” Cosmo's horn lit up and fired a cascade of multicoloured sparks at the standard that hung below the balcony. In a flash of light, the emblem of Princess Celestia was replaced with one that resembled the mark of King Cosmo. “Already, the upper echelon of Canterlot is beginning to implement my new regime. The half-century of the army you saw marching past not a few minutes ago is headed for Ponyville, a town of traitors. Its destruction will ensure that within my kingdom, we shall forge an indivisible whole, capitulating only to a single throne. And from that throne... I shall watch over you. From this day forward, let nopony serve a false Princess. Let no traitors conspire against this new beginning. And let nopony aid the rebellion which seeks to bar my way. For when the sun rises on the morrow, it shall bring with it the dawn of the age of King Cosmo!”

Once he finished speaking, he was gone and the portcullis behind the crowd reopened. They stood there, rendered speechless by what had just transpired. The silence was broken by a dull thud. A blue earth pony filly bravely wandered over to the source of the noise and began to cry. The crowd gathered around her to determine the source of the distress and to console the poor filly. No words were spoken as they discovered what it was. Clutched in the filly's hooves was the crushed crown of Princess Celestia.

* * *

Thoughts whizzed through Luna's mind like a meteor shower as she strode quickly and purposefully through the Everfree Forest, away from Ponyville. How could Cosmo really be back? Was there any chance her sister managed to survive, despite the throbbing pain in Luna's heart telling her otherwise? How in Equestria was she to mount any form of counteroffensive against a foe as powerful as her brother – especially without Celestia's aid?

“Princess, can ya please explain why we're followin' you to who knows where, already?” demanded Applejack, cutting into her thoughts. She trotted alongside Fluttershy, Rarity, and Pinkie, who were a few strides behind the tall alicorn.

“Very well,” said Luna, the other ponies' ears perking up. “My sister and I have an older brother.”

The ponies were so shocked by this revelation that none of them even questioned her. “Yes,” she continued coldly. “Long ago, when we defeated Discord, we did it with the help of our older brother, King Cosmo. Originally, he was meant to rule Equestria itself, while Celestia and I oversaw the sun and the moon. But it was not to be, for as our older brother discovered his talent for mind control, he succumbed to madness wrought from his own power.”

“Did... did you say mind control?” asked Pinkie with great difficulty, her eyes brimming with unbidden tears.

Luna stopped in her tracks and looked at Pinkie with widening eyes. “Yes... yes I did, Pinkie Pie. With his radical ideals and his talent for manipulating the minds of others, he sought to rule Equestria through fear and tyranny – with an iron hoof. Anypony that did not share his ideals was swiftly put to death, or worse. Long ago, my sister and I combined our efforts to overthrow him and liberate Equestria... or so we thought.”

“I – I was mind controlled once,” sobbed Pinkie, a small puddle of tears gathering at her hooves. “He – he made me kill Dashie!”

“Rainbow Dash, dead?” said Luna sharply. “I was planning to visit her after escorting the rest of you to safety. This bodes most ill for us all.”

“This ain't right!” called Applejack over the sound of Pinkie bawling and Fluttershy cradling her in her hooves, like she would an injured animal. “We was told the story of King Cosmo just yesterday. The story said he was a good king, and that he was murdered by you two Princesses – begging yer pardon – to take the throne for yourselves! Twilight herself told us.”

Princess Luna failed to suppress a shudder. “That reminds me... where is Twilight Sparkle? She was not at her library when I checked earlier this evening.”

“Twilight went to Canterlot with her friend Greyhoof to... ah...” Rarity stuttered halfway through her explanation, attempting to be as tactful as possible. “Speak with Princess Celestia about the murders and that dreadful Ursa attack that have plagued Ponyville over the past few days.”

A sharp intake of breath came from Luna. “Oh no... Tell me, what did this Greyhoof look like?”

“He was a unicorn,” said Applejack. “His horn was kinda huge.”

Fluttershy looked up from the ground, where she was letting Pinkie cry into her shoulder. “His mane was a little messy, short and green. His coat was grey.”

Rarity rubbed her muzzle with a hoof. “His magic was quite extraordinary. Perhaps not up to Twilight's standard, but it far exceeded that of the average unicorn. Oh, and he wore this dingy old cloak.”

“His eyes, what about his eyes?” pressed Luna.

“They were orange,” said Applejack.

Luna exhaled slowly, knowing the answer to her next question before she asked it. “Did – did they seem to be always burning? With a strange sort of inner fire?”

Applejack, Rarity, and Fluttershy all nodded.

“It is as I feared,” said Luna, struggling to keep her voice from trembling. “The pony you called Greyhoof... is none other than King Cosmo himself. Everything that happened in Ponyville was his doing, I am sure of it. My sister is also dead, and I fear that Twilight Sparkle may be as well.”

* * *

The road from Canterlot Castle to Ponyville shook from the slow, methodical tramp of over fifty sets of hooves. The long column of Canterlot soldiers marched behind Miasma, her eyes fixed upon the town in the distance. Dust rose up from the road, as if it were a cloud of death surrounding the small army. The pebbles danced as the rhythmic hoofsteps stirred them. Miasma surveyed Ponyville in a way that would revolt her former self.

Her lord, the King Cosmo, had only one concern: the Elements of Harmony. Miasma knew that with Rainbow Dash out of the way, the Element of Loyalty was rendered useless, but he wasn't willing to take any chances, and neither was she. Miasma allowed herself a mirthless laugh. It was brilliant, really; using Pinkie Pie to kill Rainbow Dash, a wielder of an Element of Harmony, one of the biggest threats to the rule of the King. As she marched, she marveled at Cosmo's ingenuity – how he had so thoroughly deceived all of them into believing somepony as good and pure as Celestia could be evil.

The solemn march continued as the soldiers wordlessly obeyed their new King, knowing full well that anything else would result in their swift deaths at either his hooves or one of his servants'. Miasma seemed all too willing to kill anypony who so much as looked at her funny. One look at those eyes, those cold, merciless eyes, told them that death would greet anypony who stood against the will of the King. They did not know what their task was, only that they were heading for Ponyville. As the town drew closer, they could almost feel what terrible deeds they were about to perform. A heavy sense of foreboding fell over the column as it marched on through the dead of night.

About half an hour later, the small army with Miasma at its head halted outside the first house in Ponyville. Miasma exploded the wooden door in a shower of splinters with her magic. After a few seconds had passed, a bleary-eyed yellow pony staggered into her vision.

“Who – who are you?” she asked.

“Pinkie Pie, Fluttershy, Applejack, Rarity. Where are they?” demanded Miasma, her lantern-like eyes shining into the confused mare's face.

“I-I-I don't know!” stuttered the mare. “They should be –” her eyes bulged when she noticed Miasma's cutie mark. “Twilight? Is that you?”

Miasma's horn crackled with pink sparks. “Where are they?”

“Their homes!” cried the mare, crawling backward into her house.

“Good,” said Miasma. She turned to one of the soldiers. “Burn it.”

“My lady?” asked the astounded soldier.

“Did I stutter?” spat Miasma venomously. “Burn this house down. Immediately.”

The soldier hesitated, which proved a fatal mistake. Miasma lashed out at him, enveloping the helmet on his head with magic. The sound of shrieking metal and splitting bone filled the air as it crumpled inward, crushing his skull. She lifted the soldier's now lifeless corpse and tossed it into the small pony dwelling. A malefic grin spread across her face as her horn glowed again for a half second before the house was suddenly ablaze with a roaring flame, smoke billowing upward.

“Know this,” Miasma shouted at the column of Canterlot soldiers. “Anypony who fails to carry out my orders without question also fails to carry out the orders of the King. Disobedience is punishable by death. Not only yours, but that of your entire family. Do I make myself clear?”

“Clear, my lady!” roared the soldiers, absolute fear instilled within them. “Long live the King!”

They split up and moved in small squads to different houses, interrogating the citizens and burning them alive in their homes afterward. As a large portion of the outskirts of Ponyville were covered in flames, Miasma approached Sugarcube Corner.

“What's happening?” shouted Mrs. Cake, emerging from the bakery's entrance. “Why is the town on fire?”

Miasma pulled Mrs. Cake toward her by the neck, levitating her in the air. “Where is Pinkie Pie?” she demanded. “Speak.”

“I don't know,” gasped Mrs. Cake. “She went to bed in her room like normal, but when I went looking for her a minute ago, she was gone!”

Miasma spat on the ground. “She knew, somehow...” She spun around and dropped Mrs. Cake in the flames, leaving Sugarcube Corner. A ring of fire surrounded it as Miasma left the property, ignoring the anguished screams as the flames engulfed the building.

Next, Miasma's gaze settled on the library. She strode toward it slowly and purposefully, taking note of the fire spreading throughout the town. The stars above were no longer visible; smoke made it difficult to see. Her face remained emotionless as she drew nearer to her former home, her eyes shining like fog lights in the smog. When she reached it, the door swung open of its own accord. In the doorway stood Spike.

“Twilight? What happened to you?” asked Spike, scratching his head. “Uh, that's probably not important right now. Anyway, why are these soldiers burning down Ponyville? You've gotta stop 'em!”

Miasma narrowed her eyes at him. “Where are they?”

“Who?”

“Fluttershy, Pinkie Pie, Rarity, Applejack, and Luna. Where are they hiding?”

“I don't know what you're talking about,” said Spike, taking an involuntary step back. “Twilight, what's going on?”

“I am no longer the pony you once called Twilight Sparkle,” said Miasma. “I am Miasma, the weapon of King Cosmo. Now, step aside, whelp. You're hiding something from me.”

Spike threw his arms at his sides, spreading them wide. “Twilight, please, stop this! This isn't who you are! Remember your friends?”

“No,” said Miasma, grasping Spike with her magic and lifting him a few inches into the air, “I don't,” she finished, flinging him into a nearby burning building.

Miasma spat on the ground, and her horn shimmered once more. One second, the library stood as it always had, and the next, the entire structure was ablaze. She slowly walked away from it, her expression unchanging.

As Ponyville turned to ashes before their eyes, those fortunate enough to live in the houses on the village's other side gathered in the town square.

“Everypony, remain calm!” called the Mayor in a shrill voice, but the panic it contained began to spread infectiously throughout the crowd.

The villagers frantically talked amongst themselves, none knowing what was going on. Hysteria continued to spread through the crowd as quickly as the flames that were hungrily devouring the surrounding buildings. Miasma lead her soldiers into the square, staring daggers at the Mayor.

“What is the meaning of this?” asked the Mayor, addressing Miasma, her voice laden with despair. “What in the name of Celestia is going on? Why are these soldiers burning my town? Stop this at once! The Princess will be informed of this!”

“Celestia no longer has any authority,” said Miasma casually. “Or the ability to breathe.”

Only the sound of crackling flames followed Miasma's words.

“What are you talking about?” shouted the Mayor, summoning every ounce of courage she possessed.

“Equestria is under a new rule,” said Miasma. “I must know – where are Fluttershy, Pinkie Pie, Rarity, and Applejack?”

“I don't know. Nopony has seen them,” grunted the Mayor.

“As I suspected. Luna has clearly spirited them away already. That means you are now worthless to me,” sneered Miasma.

The Mayor took a surprisingly aggressive step forward. “I've said it once, and I'll say it again. Put out these fires and call off your soldiers!”

“You are in no position to give me orders,” snipped Miasma. “I only answer to the great King Cosmo. Celestia's regime has been swept away. I am performing cleanup duty for his majesty.”

“You're insane,” said the Mayor.

“Don't think your crimes against the crown have been forgotten,” said Miasma. “The King does not forget, nor does he forgive. He specifically gave me an order for your execution, here and now.”

“I've never met this King Cosmo,” quailed the Mayor, understanding what Miasma's meant. “I've never –”

“But you did,” Miasma interrupted. “You had the gall to detain him in the clock tower. Now, you will pay the price for such treason.”

As the Mayor opened her mouth to offer a rebuttal, Miasma's horn glowed, and the Mayor found herself encircled by the same light. She was lifted high into the air, so high that she almost disappeared from sight. Miasma howled with laughter as the Mayor came rocketing back down to earth, looking just like a meteor, heading straight for the clock tower. She impacted with it in a bright orange explosion, the tower bursting into flame and a shower of smoldering lumber. The citizens of Ponyville screamed in alarm and began to scatter.

“Do not let them escape,” commanded Miasma in a flat tone, nonchalantly snapping a fleeing filly's neck with her magic.

At her command, the soldiers charged forward, killing anypony they saw. Miasma continued advancing toward the untouched parts of Ponyville, using her magic to fan the flames. She muttered a curse when she reached the southern edge of town. None of her prime targets were found. She would have to report this failure to the King. Out of the corner of her eye, she saw a familiar orange pegasus filly with a purple mane atop a scooter, zipping toward the Everfree Forest at top speed.

“Thought you could escape, did you?” she scoffed, firing a burst of magic at the scooter. The blast found its mark, causing the scooter to explode, and sending Scootaloo sailing through the air until she landed forcefully in the nearby field.

Miasma spat on the ground and turned around, issuing a loud command for her soldiers to fall back into rank and return with her to Canterlot. While she hadn't succeeded in her primary objective, she had carried out the order of making an example of Ponyville to the letter. Soon, all of Equestria would know full well what happened to anypony who dared oppose King Cosmo.

When the sun rose the next day, the town of Ponyville was no more.

* * *

Princess Luna was not the only alicorn who bore witness to the explosion that heralded King Cosmo's return to power. As she stood atop a high balcony in the northern city of Stalliongrad, Princess Cadence's jaw dropped as the horrific light show played out, far to the south. Tears streamed down her face, as she felt as if her heart had been ripped out, but she could not explain why.

“Dear, are you alright?” asked Shining Armour, approaching her from the bedchamber.

“That explosion – it came from Canterlot,” said Cadence, continuing to stare at the fading energy in the sky.

His eyes also transfixed on the wild magic, he didn't notice the full extent of his wife's distress. “What do you think it means?”

Cadence turned to him, and he gasped when he saw her tear-sodden face. “I don't know, but it's bad. We can't just sit here; we have to do something.”

“Yes, but what?” said Shining Armour, holding out a hoof, which Princess Cadence gratefully clung to. “Galloping headlong into something could be dangerous, and unwise.”

Beginning to regain her composure, Cadence wiped her eyes and stopped leaning on Shining Armour's hoof, shooting him a steely glare. “No. We need to go at once. Princess Celestia could be in danger. You know as well as I that what we saw was powerful magic. How many ponies do you know of who possess such power?”

“All the more reason to take a step back and assess the situation,” pleaded Shining Armour. “At the very least, we should inform the Crystal Empire of what's happened. Us going in alone isn't the answer. Who knows what's waiting for us at the source of that magic, if what you say is true?”

Cadence shook her head. “You didn't feel what I felt. There's no time. We can't afford to wait that long. You know as well as I it would take weeks to bring an army to Canterlot.”

Shining Armour's face scrunched. “But, dear –”

“I'm sorry.” Cadence's expression abruptly softened, transforming from iron resolve to sorrowful distress in a heartbeat. “Princess Celestia – no – all of Equestria is in danger. I can't explain why, but I can feel it. Wake the guards and tell them to ready our carriage. Please.”

Shining Armour sighed with resignation. “I trust you. Be at the carriage in ten minutes. If we hurry, we can reach Canterlot by morning.”

* * *

As Luna, Fluttershy, Applejack, Rarity, and Pinkie headed deeper into the Everfree Forest, Fluttershy jumped as she noticed a bright, flickering orange light coming from Ponyville.

“Oh my... what's that?” she gasped, pointing a hoof toward it. “It's not time for the sun to come up, is it?”

The others stopped in their tracks and followed Fluttershy's gaze. Luna closed her eyes and shuddered.

“What's happening?” cried Rarity.

“What I was saving all of you from,” whispered Luna sorrowfully.

Applejack gazed worriedly at Princess Luna. “What? What is it? What's goin' on?” she asked, her voice hollow.

“King Cosmo came to Ponyville, looking for you. The Elements of Harmony are the only thing he fears,” said Luna in a monotone. “I am afraid he – he is burning Ponyville.”

Applejack buried her face in her hat, sobbing profusely. “Ponyville... all of it...” she choked, her words muffled. “No. Ponyville ain't on fire. It just can't be true!”

Luna raised a hoof, tilting Applejack's hat upward. She met her watery green eyes. Channeling as much empathy and regret as she could from her stare alone, Luna nodded slowly.

“My Boutique!” wailed Rarity. “Everything I've ever had – my life's work – all gone up in flames?”

Fluttershy stood frozen in place, unable to even react to what had happened. It was all too much for her; everything and everypony she knew and loved were lost in the inferno.

Pinkie's head hung so low that her muzzle nearly touched the ground. “Sugarcube Corner?” she asked simply. “Why... why would Cosmo do this?” sniffed Pinkie as the realization that she would never throw a party at the bakery again sank in.

“There is no doubt left in my mind,” said Luna through gritted teeth. “It is exactly as it was over a thousand years ago. Any town that opposed Cosmo's will would be razed without hesitation. Sometimes, he would level a village if he deemed that it would make a good example. If I didn't arrive when I did, all of you would be dead. Now, make haste to the home of the zebra, Zecora. While it may be a great risk, I shall investigate. We must know where we stand against my brother.”

“No, I won't!” cried Applejack. “I don't care about old what's-his-name. I'm goin' back to save Ponyville and that's that! You get the Princess, and we'll hold the fort until ya get back!”

Luna bit her lip so hard, it started bleeding. “No, Applejack, that is not an option,” she said at last.

“And just why not?”

“I fear that... my sister, Princess Celestia is... dead.”

“Dead?” echoed everypony, unwilling to believe what they heard.

“N-no...” said Pinkie, staring into space.

“It can't be true,” said Fluttershy, shaking her head rapidly. “It can't. Princess Celestia? Gone?”

Rarity collapsed on top of Pinkie and began to wail.

“I can't explain it,” said Luna, her words barely audible over Rarity's cries, “but something deep inside of me knows what has come to pass. Even though I never witnessed it myself, I felt it, like a part of me had died along with her. We shared a special bond, and when she was murdered, that bond was severed. There is no other explanation. Cosmo would not have emerged from over a millennium of hiding to commit such a foul act if my sister lived. Now go. There is no time to waste. Await my return.”

When Luna was out of sight, Fluttershy began wordlessly trudging toward Zecora's house. The others soon followed in her hoofsteps, unbidden. When they finally reached their destination, the door swung open before any of them could knock.

“Four ponies from the town of Ponyville,” said Zecora, her voice lacking its usual rhythmic cheer. “By the looks on your faces, you bring tidings most ill.” She stepped aside, allowing the ponies entry. The four of them collapsed on the floor once inside, the sleep deprivation and the evening's trauma taking their toll.

“Gone,” whispered Rarity. “Ponyville is... gone...”

Knock, knock, knock!

“What is this at my door, another guest?” asked Zecora in astonishment. “The Ponyville survivors... did you bring the rest?” She opened the door.

In the frame of the doorway stood Scootaloo, now sporting a score of cuts and scrapes, her mane tousled and tangled with foliage. “Guys, there's something you need to know!”

* * *

Three stallions, a unicorn, pegasus, and earth pony, kneeled in the devastated east tower of Canterlot Castle. The rays of sunlight gleaming through the shattered window showcased the extent of the destruction which resulted from the previous night's conflict. The three quivered as King Cosmo paced in front of them, the orange part of his mane shining in the sunlight. None of them dared make a move. They had too recently witnessed his ire to risk incurring it again.

“Today is the dawn of a new era,” announced King Cosmo, his burning gaze falling on each of the cowering stallions in turn. “An era which you will help usher in.” He came to a stop in front of the bright blue-maned pegasus, there was a hole in his sky blue vest where the winged sun emblem used to be. “You are the captain of Canterlot's air force, are you not?”

“Yes, my King,” he replied, averting his eyes. “The pegasi here are independent from those in Cloudsdale. Though it has not seen combat in centuries.”

“Good. I see that my meddlesome sisters did not abolish all of my decrees,” said Cosmo, producing a small scroll from behind him and dropping it at the hooves of the pegasus. “You are to mobilize and conscript every able-bodied pegasus in Canterlot. The unit is to be renamed the Comets. This scroll contains your orders as well as specifications for the air force's uniforms and practices. See to it that they are carried out to the letter... 'Captain Comet.'”

The newly appointed Captain rose and offered the King a formal bow, followed by a salute before he grabbed the scroll and flew out of the window. Cosmo then turned to the large mustached earth pony. “You, mud pony.”

“Y-yes, sire?”

“The scroll you are about to be given outlines many of the changes that are to be implemented over the next few days,” said Cosmo, placing a second scroll at the earth pony's hooves. “First, this room is to be restored to its former splendor. Do you know the true purpose of it?”

“No, my lord,” said the earth pony apologetically.

“Pathetic and mindless,” spat the King in disgust. “Though I shouldn't be surprised. Allow me to educate you. This was once the throne room, during the golden age of my rule. It is to be refurbished immediately. The rest of the construction is to begin tonight. The instructions within this scroll are simple enough that a mind such as yours can comprehend them. Now go. Get out of my sight!”

Wordlessly, the earth pony grabbed the scroll and shuffled backward with as much dignity as he could manage, doing his best to ignore Cosmo's sneering face as he departed. “Pathetic,” said Cosmo, turning his muzzle up and pointing it at the ceiling. “Their dumb brute strength and the ease of ensuring their unquestioning obedience is the only reason the mud ponies weren't purged like the zebras.”

“And where do my duties lie, my liege?” asked Bastion Yorsets, apparently unshaken by the King's tirade.

Bringing forth a final scroll, King Cosmo's eyes began to glitter with a sort of cruel glee. “Perhaps the most important task of all lies with you, Bastion. Unicorns were always the greatest of my subjects. I trust that you are capable of carrying on their legacy.”

“Of course, my King. I live to serve.”

“In addition to your role in the revival of the army of Canterlot and the purification of the castle, you are to bring me your three greatest pupils.” Cosmo unfurled his wings as he strode toward the window. “I have a use for them.”

Rising to his full height, Bastion unraveled the scroll and scanned it from top to bottom. “I have a few promising students in mind. I shall see to it at once.” He rolled the scroll back up and left Cosmo alone in the east tower, shutting the doors behind him.

Cosmo gazed to the north, his eyes fixating on a point in the sky. “Soon,” he said, an almost savage grin twisting his face. “The impurities of Equestria will be cleansed and a truly worthy kingdom shall be forged. Once the Elements have been subdued and my family destroyed, the whole world will be remade... in my image!”

Chapter XIII - The Gathering Storm

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Chapter XIII
The Gathering Storm
===============

The bright rays of the steadily rising sun glinted off the armour of the Canterlot soldiers as they marched northward toward the castle, with Miasma at the column's head. They knew their attack had been a resounding success, with their only loss being of one their number being disciplined by her. They couldn't truly call that they'd done “success” – an entire village, full of loving and innocent ponies, razed to the ground in one night. They dared not disobey the will of their new ruler; not if Miasma was any indication of what he was capable of.

There was little doubt among the ranks that Miasma and King Cosmo would make good on the threat to slaughter their families if they so much as questioned their orders. While they had tried their best to show mercy when Miasma's back was turned, the unspoken consensus was that roughly two thirds of Ponyville's population had perished along with their village. The weight of their spears and armour was nothing next to the guilt they felt for the atrocity that they had committed. Not a single soldier glanced back at the smoldering rubble they had left behind.

As the small army passed by a pair of apple trees, Miasma turned her lantern-like eyes on them, as if they were vaguely familiar to her. Miasma gritted her teeth, and her horn and one of the trees glowed magenta for a few seconds before exploding into a shower of splinters. The soldiers didn't dare flinch at this sudden outburst.

“Halt,” commanded Miasma. The column obeyed. “I sense something nearby, in the trees.” She peered into the forest.

“My lady,” said a soldier next to her in a remarkable display of courage. “Shall we investigate?”

“No. Continue your march back to Canterlot,” said Miasma, not bothering to give him her full attention. “I will deal with this myself.”

The soldier tossed Miasma a quick salute before taking her place at the head of the column and loudly issuing the order to resume the march. The soldiers proceeded up the road as Miasma stalked toward the woods. She looked around, her eyes illuminating the the shadows amongst the trees. After a few minutes of searching, her gaze found what it sought. She laughed.

“So, you've chosen to reveal yourself already,” she said. “You're making this too easy.”

“Twilight Sparkle,” said Princess Luna, her stern gaze meeting Miasma's.

“Twilight Sparkle is dead,” spat Miasma. “She died along with Celestia. Now there is only Miasma.”

Luna flinched. “What are you?”

“I am the embodiment of the incredible power bestowed upon me by King Cosmo!” Miasma leered at her. “Power that gives me purpose. Gives me focus. Power that will allow us to forge a new kingdom from the ashes of the lie that was Celestia's rule! Power that is more than adequate to destroy you!”

Luna gritted her teeth, giving Miasma a deadly look. “I... understand now. Nightmare Moon was not wrought from my jealousy alone.”

“I'm surprised that you never realized until now,” smirked Miasma, “considering that he is your brother, after all.”

“I knew not the full extent of his power,” said Luna, more to herself than to Miasma. “He has done to you what he did to me a millennium ago. Tell me, what manner of evil did you embrace?”

Miasma spat on the ground. “What a stupid question. I aided my King in the demise of Celestia.”

“You monster!” bellowed Luna, her magically amplified voice shaking the nearby trees. “Do you realize what you've done?”

“Yes, and it's wonderful. I trust that you now realize the sheer futility of challenging me. Thanks to the King augmenting my already considerable strength, my power has become greater than you could ever imagine!”

“You forget whom you address,” said Luna, her tone now deceptively calm. As she spoke, the light was sucked out of the air itself, plunging the forest into total darkness. The only source of illumination was now Miasma's glowing eyes. The light seemed to be absorbed by Luna herself as a blue glow began to shimmer around her.

“Your abilities are useless here,” said Miasma, the dark purple aura that surrounded her mane seeping to the rest of her body, as if she drew power from the darkness itself. “What harm can the night possibly do, when I am also a creature of it?”

In an instant, Luna unfurled her wings and sped toward Miasma, who barely avoided her assault. Unable to slow herself sufficiently, Luna went straight through the tree that was behind Miasma, and felled it easily.

Miasma gave a harsh laugh. “Your techniques are old and slow. Being imprisoned on the moon for so long has made you obsolete. Allow me to show you how we do things today!”

Miasma closed her eyes, plunging the woods into complete darkness as she focused her magic, which began to relight the area with a faint magenta glow that grew steadily brighter. Luna did not mimic her opponent; she instead leaned back and tensed up, preparing for Miasma's impending strike. After a few seconds, Miasma fired a great lightning bolt and opened her eyes. To her astonishment, Luna's horn absorbed the entire attack like a lightning rod before firing the dark magic harmlessly into the sky, unable to redirect it at her opponent.

“It would appear that Cosmo has made a grievous error in sending you,” said Luna coldly, her eyes beginning to glow white with power. “Dark magic is quite ineffective against me.”

“So it appears,” said Miasma, crouching and pawing at the ground.

Luna harnessed her own magic to create a swarm of spectral bats. The bats were small, but quickly grew in number. They began teeming around Luna like a carrion swarm over a fresh carcass, their erratic flight quickening by the second. Luna lowered her head and the bats shot at Miasma – a fusillade of small missiles.

They were upon Miasma in an instant, zooming around her at blinding speeds before dive-bombing and exploding in a bright flash of white light, one by one. Luna could not see the result of her attack, but the satisfying sound of bats repeatedly striking Miasma was all she needed. When the last of the bats were gone, she squinted at where Miasma had been, expecting to find her unconscious at the least.

Luna's mouth fell open in an uncharacteristic expression of surprise as the light faded. There stood Miasma in the exact place she had been, as if her attack had done nothing. She was surrounded by a purple glow and didn't have so much as a scratch on her hide.

“Really, Luna, is that the best you can do?” mocked Miasma. “I expected more from the almighty Princess of darkness!”

A magenta glow surrounded a nearby large cedar. It broke off at the stump, the tip of the log pointed like a sharp spear. Miasma cocked an eyebrow, and then launched the tree at Luna, blindingly fast. Luna miraculously dodged it, but as it whizzed by her, it quickly turned around and sped toward her once again.

Taking off, Luna soared above the trees, the log in hot pursuit. She juked to to her left just in time, and the tree zoomed past her. Luna watched as the tree again corrected its course and headed toward her, this time moving toward the ground. Luna's eyes narrowed with concentration as she entered a steep dive, racing the tree, gravity aiding in both their descents. When Luna broke the forest's roof, she quickly identified Miasma's position, and bee-lined toward it, the tree rapidly gaining on her.

Miasma gasped and leapt to one side as quickly as she could. Fortunately for Luna, she sharply pulled up moments before colliding with the ground. The tree was not as nimble. It crashed in a shower of earth and splinters, sinking deep into the topsoil. It began to wiggle as Miasma attempted to free it, but before it could emerge, Luna shot a bolt of white lightning from her horn at it, its electricity playing over its surface for a few seconds before it exploded.

“Very clever,” seethed Miasma condescendingly.

Luna ignited her horn and lowered it, advancing on Miasma slowly and purposefully. Miasma's own horn was swathed in magenta as she prepared to meet Luna head-on. The two combatants locked horns viciously, each glaring at the other as destructive energy sparked between them. Each tried to simply overpower the other with brute strength, but neither was able to gain much of an advantage.

After a few seconds, their horns broke contact and they began taking swings at each other, causing bright flashes of magenta and white light when their horns met. Both ponies began their deadly dance, striking at each other with increasing rapidity, neither able to gain much ground on the other. They ducked and weaved through the trunks as their duel continued. One swing from Miasma came too close, singeing Luna's mane. Instead of causing any real damage, it sliced through a nearby tree as if it were a blade of grass.

Sensing an opportunity, Luna did a pirouette and violently bucked the falling tree, directing it to fall on Miasma instead. Miasma sidestepped to avoid it. Taking advantage of the momentary lapse in her focus, Luna lunged toward her headfirst. Her coup de grace was not to be, however, as Miasma raised her guard a split second before Luna's attack connected. The sheer force of the assault sent Miasma sprawling. Her hooves scrabbled against the forest floor, but she was too rattled to rise.

Miasma's jaw fell open and her ears drooped as Luna advanced on her, horn lowered to deal the final blow. Luna regarded her defeated opponent through narrowed eyes, as she considered whether or not to deal the final blow.

“Not like this,” said Luna, exhaling loudly, as the darkness surrounding the woods dissipated.

To Miasma's disbelief, Luna raised her horn, blinked, and then took off, speeding out of sight in seconds. Miasma got back on her hooves and shook herself. Still befuddled, she stalked off, heading back for the road to Canterlot, leaving a trail of smoldering trees in her wake.

“Why?” Miasma asked herself. “Why?”

* * *

Princess Cadence's grand carriage smoothly landed in the grassy courtyard of Canterlot Castle. The door swung open the moment it touched the lawn, and Cadence leapt out, her frantic gaze taking in a quite ordinary sight. The castle before her stood gleaming in the warm sunlight, just as it always had. Two soldiers stood guard by the door where they had arrived, and a half-dozen more marched through the open door to greet them.

“This makes no sense,” said Shining Armour, climbing out of the carriage behind his wife. “Apart from that damaged tower we saw flying in, everything seems completely normal.”

Cadence looked at him for a moment before turning her attention back to the approaching guards. “There has to be something else going on – something we've missed.”

“Princess Cadence!” hailed one of the soldiers as they drew nearer. “What an unexpected pleasure. Princess Celestia will no doubt be delighted to see you again.”

Cadence's eyes widened. “Celestia is alright?”

The soldier laughed, the others joining him. “Of course she is!”

“I'm not sure if you noticed,” said Shining Armour, his voice laden with skepticism, “but one of the castle's towers was nearly destroyed by a massive explosion. Cadence and I saw it all the way from the north end of Equestria!”

“Oh, that,” said the soldier dismissively. “We were told that it was just an exam from Celestia's School for Gifted Unicorns that went a little awry. That's all.”

“'A little awry'?” said Cadence, arching an eyebrow at him.

“I have a hard time buying that,” said Shining Armour. “It's true that Twilight Sparkle caused quite a bit of damage when she discovered her power, but she's one of the most powerful unicorns in Equestria.”

The soldier took a defensive step back. “You can ask the Princess yourself if you don't believe us.”

“Uh huh.” Shining Armour narrowed his eyes, the guard quailing before his stare.

“Take us to Celestia,” said Cadence.

“Dear, we still have no clue what caused that explosion. What if –”

Cadence held up a hoof to Shining Armour's muzzle. “No, we can't turn back now. Even if what they say isn't true, we aren't exactly powerless.”

Shining Armour gave Cadence a peck on the lips before hugging her tightly. “You're right. Whatever might be waiting for us, we can stop it. Together.”

“Together,” echoed Cadence, falling into step with him as they entered the castle.

At first glance, the castle was just as they remembered it. The carpets, banners, tiles, and rooms were in the right places and as pristine as usual. As they progressed, an ominous feeling began to set in. The once-inviting statues seemed to glare down at them, their stony expressions now unwelcoming. With the exception of the patrolling guards, the castle was deserted.

“It's too quiet,” Shining Armour whispered a few minutes later. “I've seen quiet days in the castle, but never this quiet.” He paused as yet another squad of guards marched by. “And there are definitely more guards around than usual. I think Phalanx may be taking his new duty too seriously.”

Cadence gave him a worried look as they drew closer to their destination. When the pair reached the throne room's large double doors, the two guards at either side gave them a brief scrutinizing glance. A moment later, the guards' horns shimmered and the doors soundlessly glided open, revealing the room beyond. It was deserted.

Cadence turned to one of the guards. “Where is Princess Celestia?”

“The Princess is having a late breakfast, but should return shortly,” he replied.

“We'll wait for her, then,” said Cadence as she entered the throne room with Shining Armour in tow.

When they had gone a mere few paces inside, the doors slammed shut behind them. The boom echoed throughout the vast, desolate chamber. Shining Armour began to check the room for danger, but found it had not changed since he had left Canterlot months ago.

“This makes no sense,” he muttered.

“How very observant.” The mocking voice seemed to come from nowhere in particular, yet it sounded as if the speaker was right in front of them.

“Who was that?” asked Cadence, her voice shaken.

The room's light began fade, as if some invisible force about ten feet in front of them was absorbed it. In seconds, the throne room became pitch black. Disembodied laughter accompanied the sudden darkness – laughter that made Cadence and Shining Armour shiver. Once the laughter stopped, the point that had absorbed the light briefly flickered before exploding in a blinding flash, releasing the light back into the room.

They cried out shielded their eyes against the blast. When their vision cleared, they saw a stallion standing where the explosion had been, his fiery orange eyes fixated on Cadence.

“Who are you?” demanded Cadence.

“Come now, Cadence, don't you recognize me?” said King Cosmo sarcastically, his features twisted by a fiendish grin. “That is no way to speak to family!”

* * *

Zecora and the four ponies gawked at the bedraggled Scootaloo. Her mane and coat were ridden with loose foliage, suggesting she had galloped headlong through the forest with little regard for what was in front of her. She sniffed and wiped her muzzle, paying little attention to the streak of blood that wound up on her hoof.

“Oh, you poor dear!” Rarity rushed to Scootaloo and began roughly brushing the twigs out of her mane, as if she was dusting a dirty rug.

“Rarity, give the poor filly some time to breathe, will ya!” said Applejack, stepping between the two and helping Scootaloo back to her hooves.

“Did – did you come from –” sobbed Pinkie, throwing herself at Fluttershy, and once again bawling into her shoulder.

Scootaloo nodded.

“What did ya see?” asked Applejack, her voice laden with a sort of dull ache. “Was it some big, grey, scary alicorn?”

Scootaloo looked at Applejack, nonplussed. “No.”

“No?” repeated Fluttershy, continuing to comfort Pinkie. “Was Princess Luna wrong?”

Scootaloo sat down – Rarity whisked a cushion under her before her rump hit the floor – and her eyes glazed over. She spoke with a shudder. “It wasn't... whatever it is you were saying; it was a bunch of soldiers –”

“Soldiers? What soldiers?” cut in Applejack. “There ain't no soldiers 'round these parts except...”

“Royal Guards, from Canterlot,” resumed Scootaloo, sounding slightly annoyed by the interruption. “Somepony – not a soldier – I'd never seen before was leading them... she looked sorta familiar, but at the same time... She shot at me...”

Fluttershy put a free hoof to her muzzle. “Soldiers did this – that means...”

“What kind of dark and twisted will caused them to burn down Ponyville?” mused Zecora.

“What did this pony look like?” said Applejack earnestly. “If it wasn't who Luna thought it was, I wonder who...”

Scootaloo's face scrunched as she tried to remember. “I didn't get too good of a look at her – which was good because she was really scary – but she had a dark purple coat and this weird mane.” She paused. “It was also dark and kinda wavy. A little like the Princess's, but not exactly. I didn't get a good look at her cutie mark, but I think I saw some kinda purple star. Oh – and her eyes – her eyes were white and glowy. Even her own soldiers were scared of her!”

A chilled silence filled the air in the wake of Scootaloo's words. Everypony stood frozen in place. If King Cosmo had indeed returned as Luna had said, but he wasn't in Ponyville, then who was commanding the soldiers? The faint glimmers of first light piercing through the windows did not brighten their mood. Ponyville was gone – destroyed by King Cosmo's order – and they had no clue who led the attack.

“Did you catch her name?” asked Applejack. “Not that it'll help us, but we should at least know who we're dealin' with.”

“It was –”

“Miasma,” said Princess Luna, seemingly materializing out of nowhere. She had entered the hut a few seconds ago, but everypony was too absorbed by Scootaloo's tale to notice her arrival.

“How do you know?” said Pinkie, at last emerging from Fluttershy's embrace and sitting up.

Luna unfurled her wings and walked to the centre of the hut, the others forming a circle around her. “Please, regardless of what you may hear, remain silent to make this as orderly as possible.” She shuddered before clearing her throat and turning her mournful gaze to each pony in turn. “My fears have been realized. King Cosmo has indeed returned, but tonight I have gleaned another piece of knowledge. Miasma, the pony who led the attack, was a close friend of us all, once.”

“But that's impossible!” interjected Rarity. “Nopony here would befriend something so horrible, so foul so – so evil!”

A stern, piercing glare from Luna silenced any further interruption. “She is a creature not unlike Nightmare Moon,” – Luna continued as if Rarity had said nothing – “a good pony who allowed evil to creep into her heart. That evil was twisted and amplified by my brother, creating the abomination that razed Ponyville. The pony was...” Her voice trailed as words nearly failed her. “She was... Twilight Sparkle.”

Rarity screamed. Zecora's jaw fell open, making her drop a mug of herbal tea she had been in the process of delivering to Pinkie, its contents splattering in a hot mess all over the floor. Pinkie fell deathly quiet. Scootaloo's eyes watered as she stared blankly at Luna. Fluttershy quivered, unable to utter a peep. Applejack took off her hat with one hoof and leaned against the wall with another. The room suddenly felt very cold. Minute after minute passed before anypony could find words.

“Why?” said Fluttershy at last.

“Twi... what's happened to ya?” said Applejack, holding her hat to her chest. “And will somepony please help her up?” she quickly added, looking at Rarity, who had fainted.

“Twilight did this?” cried Scootaloo while Zecora knelt beside Rarity and shook her back to wakefulness. “But... how? Why?” Her questions quickly devolved into tearful babbling as she crumpled to the floor at Luna's hooves.

Luna bowed her head, and a few teardrops fell to the floor beneath her muzzle. “Only now do I begin to fully realize the extent of Cosmo's power.” An eerie silence followed her words. “I can only imagine what my sister must have gone through a millennium ago. Both Nightmare Moon and Miasma share one thing in common: they are dark, twisted creatures created by my brother.”

“But – but that's impossible!” stammered Applejack.

Eyes still glistening with tears, Luna looked at her. “Is it? Both of them were born from the evil dwelling in our hearts. In – in my case, it was my greed, jealousy, and envy. King Cosmo warped that evil, focused it, and amplified its power, allowing it to consume me completely and transform me into the abomination that was Nightmare Moon.”

In the meantime, Rarity had recovered from her fainting spell. “Now hold on just a minute,” she interjected. “Are you suggesting that Twilight, our Twilight, was evil enough to be afflicted by the same magic you were? No offense,” she quickly added.

Luna shook her head. “Tell me, how did Twilight act in the few days prior to the King's return? Surely Cosmo's influence had begun to take hold of her by that point.”

Applejack scratched her head. “Well... now that ya put it that way... She was actin' kinda... unstable.”

“Oh, yes!” chimed in Fluttershy. “She really wasn't herself, and even believed that Princess Celestia was behind everything. Greyho– I mean Cosmo, convinced everypony that it was her fault!”

“Including what he did to me!” wailed Pinkie, finding her voice again.

“It all makes sense now,” breathed Luna. “That's why Twilight did it...”

“Did what?” said Fluttershy.

“Attacked my sister.”

“What?” cried everypony in tandem.

“The evil in Twilight's heart of which I spoke,” said Luna, “was created when she struck Princess Celestia while her back was turned. This act allowed Cosmo to – to kill her. Yes, when we defeated Cosmo so long ago, the Elements of Harmony may have permanently drained some of his power. Perhaps that's why he needed Twilight.”

“So... yer sayin' that Twi's the second comin' of Nightmare Moon?” asked Applejack, her voice hollow.

Luna gave a solemn nod. “Do not forget that this also means the Elements of Harmony are capable of cleansing this monstrosity and saving Twilight. That is why I spared her life tonight upon besting her in mortal combat.”

“But how can we possibly use them?” said Rarity, her tone one of hopelessness. “Without Rainbow Dash and Twilight...”

“Therein lies the terrible brilliance of the King's scheme,” said Luna. “Not only did he gain Twilight's trust, but he ensured that the Elements could never be used against him when he –”

“DASHIE!” howled Pinkie. “I'm sorry! I couldn't stop myself! I didn't know!”

Luna waited with exaggerated patience. Fluttershy, Rarity, and Applejack comforted Pinkie until her wailing had subsided. Once Pinkie had calmed, she continued. “The Elements work in strange and unpredictable ways. They are the sacred force beyond even the alicorns that safeguard Equestria from evil. Cosmo himself once wielded them, alongside my sister and I. When he allowed himself to become consumed by his own power and insane ideals, threatening to kill the both of us, the Elements turned on him and leant us their power, allowing us to vanquish him.”

“Princess Luna?” sniffed Pinkie.

“What is it, young one?”

“Why didn't Cosmo just do to everypony what he did to me? Why didn't he use all of us to attack Princess Celestia?”

Luna shook her head. “His powers are mysterious, but I may have a theory. The magic he employed against you was dispelled, was it not? Perhaps the will of the pony who he's controlling is a factor against the effectiveness of it, as well as magical strength. If you were freed from his control by magic, then I have no doubt that my sister would turn aside such a tactic with ease.”

She pawed at the ground, and her ears flattened. “The dark influence he once had over me – and now Twilight Sparkle – is much more potent, unbreakable by simple unicorn magic. Her body is now merely a vessel containing the creature wrought from the soul-wrenching deed of murdering my sister, and my brother's magic. If I am any indication, however, Twilight's true self remains trapped within. While Twilight lives, she is yet incapable of betraying the King.”

“This King Cosmo reminds me of an old zebra tale,” said Zecora, “a legend not for the heart that's frail.”

“What ever do you mean?” asked Rarity.

“It is the tale of the Scourge, a myth where the paths of evil merge,” continued Zecora. “A great and terrible tyrant of the lands eons ago, felt that us zebras were beneath him and that we must go. Tribes, villages, herds, none of them were spared, and he slew all who opposed him, all those who dared. Until one day we took to the ocean, to find lands free of the evil that he set in motion. But the Scourge would not let us leave; using his power, our ships he sought to cleave. Our salvation came from of those of sun and moon, destroying the Scourge, and sparing us from certain doom.”

“The story of which you speak,” said Luna, “was the fall of King Cosmo. It was when he began his crusade to... 'purge' the zebras from Equestria that Princess Celestia and I knew that he had gone too far. We combined our strength, and with the help of the Elements of Harmony, we destroyed him, or so we thought.”

“What are we going to do?” said Rarity, her voice panicked. “Without Princess Celestia or Twilight –”

“Know this,” said Luna, her voice booming now, “there will be no escape, for any of us. King Cosmo will not rest until everypony in this room lies dead, and the Elements are in his hooves. He will hunt us down, one by one, and stop at nothing to see that nopony can threaten his rule ever again. As the wielders of the Elements, you are the only ponies besides myself that he considers a threat. I fear while I may be capable of rivaling his power, I lack the strength to confront him directly.”

Applejack let her hat drop to the floor. “Ya don't mean –”

“Yes, Applejack,” said Luna, “this means one thing. A storm is coming. We can either prepare for it or be swept away. We must remain hidden and gather all the allies and friends we can find in this dark hour. We must prepare for war.”

* * *

“W-what did you say?” stammered Cadence.

Shining Armour took an involuntary step back. “You're an alicorn – but that's impossible!”

“How very observant,” said King Cosmo, sneering with malicious contempt. “It should also be apparent, then, that you are in the presence of greatness.”

“Who did you say you were?” asked Cadence, her tone guarded.

“I am the sovereign ruler of Equestria, born into this world with the sole purpose of sitting atop the throne. I am the eldest and most powerful of the royal family.” The fire in Cosmo's eyes intensified as he spoke. “I am what was, is, and will be. I am King Cosmo!”

Cadence looked as if she had been kicked in the gut, and her eyes swam out of focus. “Celestia... has... a brother?”

“What have you done with Princess Celestia?” demanded Shining Armour through gritted teeth.

Cosmo tossed his head back, and his laugh filled the cavernous throne room. “Celestia has met the fate she has deserved for so long – a fate that you will share, Cadence.”

Tears began rolling down Cadence's cheeks as she fell to her knees. “Why? How?”

Cosmo began strutting circles around his prey, glaring down at them. Shining Armour followed his every move. “It was just as I suspected: my late sister never told you of my existence,” Cosmo drawled at them. “Did you ever wonder why Celestia always wore the title of Princess, despite supposedly being in the highest position of authority? When she and Luna usurped my crown, they never changed their titles. No, they merely wiped nearly every trace of me from history, as if I never lived at all! I suppose that if you knew who I was, you'd have done the same thing as Luna, and cower in the darkness, like a scared foal!”

Shining Armour, unshaken, met King Cosmo's eyes. “Well, my 'King', you're made a big mistake. We've saved Equestria once, and we'll do it again!”

Continuing his circular pacing, Cosmo flicked his muzzle skyward. “You no doubt refer to your victory against the changelings. Pathetic. They were nothing more than parasites, forced to feed off the love of others. Love and kindness are for the weak! You will find that your powers are far less effective against a pure, perfect being such as myself.”

Cadence rose to her hooves and glared at Cosmo. She had stopped crying. “You're wrong.”

Cosmo's sneer transformed into scowl in an instant. “How dare you speak to me that way, you cretin?”

“Haven't you heard the expression 'love conquers all'?” challenged Cadence, throwing a hoof around Shining Armour's shoulder.

“Your precious love did little to spare Celestia from my revenge.” Cosmo licked his lips. “In fact, her defeat was most ironic...”

“What do you mean?” said Shining Armour.

“You will know in time. Suffice it to say, even the greatest of friendships can be broken and turned upon themselves.” Cosmo's eyes sparked as the tip of his horn crackled with energy.

“I've heard enough!” roared Shining Armour, lowering his horn and charging at Cosmo.

“Oh, please,” said Cosmo, nimbly sidestepping Shining Armour's attack. The power crackling on his horn sparked and fired toward Cadence, who just managed to deflect it with her own horn, redirecting the rogue energy into a stained glass window, shattering it and sending shrapnel everywhere.

Shining Armour, his horn bathed in magenta, rounded on Cosmo and swung at him. Lowering himself almost to the floor, Cosmo brought his hind legs up, the hoofguards striking Shining Armour's muzzle with a loud crack. Shining Armour abruptly stopped his assault, and clutched his face in pain, a stream of blood leaking between his hooves.

Cadence, enraged by the injury to her husband, fired an intense beam of ice blue at Cosmo. Laughing, Cosmo met her attack with his own multicoloured stream of energy, the two forces colliding in midair. It didn't take long for Cosmo's power to rapidly drive back her beam.

When it was inches from connecting with Cadence, Cosmo grinned with triumph. “All too easy.” The words had scarcely left his mouth when he felt a pair of hooves strike him in the side, breaking his attack and sending him flying toward the wall. A few beats of his wings barely prevented him from crashing. “You will pay for that.”

“Are you alright?” said Shining Armour, looking at Cadence.

Gasping for breath, she nodded.

Gritting his teeth, Cosmo flew into the air, almost to the room's high ceiling. Upon reaching it, his horn began absorbing the light near the ceiling, casting it into darkness. Then, light began emitting from it, dotting the air with specks of energy until the ceiling resembled a clear midnight sky.

Cosmo returned his attention to Cadence and Shining Armour, both of whom planted their legs firmly on the ground, and watched him guardedly. “Run,” he said, as one of the specks hurtled toward them, streaking downward like a small comet.

They each leapt to one side, barely avoiding the attack, which struck the floor with a small explosion, leaving a crater behind. Cosmo's laughter filled the air as first one, then a few, and then several of the specks sped at the fleeing ponies, in a meteor shower.

Bolts began rapidly striking the floor, sending fragments of tile and bits of dust in all directions. “What's the matter, Cadence?” Cosmo shouted over the din. “Afraid to fly up here and face me yourself, or is your love for Shining Armour keeping you earthbound? Love truly is for the weak!”

The assault continued until every orb had been used, once again casting the ceiling into darkness, except where it was lit by Cosmo's star-like glow. The ground was covered in the dust and debris. When the smoke finally dissipated, Cosmo was displeased to find both Shining Armour and Cadence unharmed, short of a few scorch marks from where bolts had grazed them.

Energy began to swirl around Cosmo like a tornado, with him the eye of the storm. As the maelstrom raged, the surrounding darkness shattered, giving way to the wild magic. Bolts of lightning began spewing forth, lashing out in all directions. Shining Armour and Cadence both scattered once again as the attacks began to hone in on them, striking the floor where they stood a split second earlier.

Their luck didn't last; a bolt at last struck Cadence directly, eliciting a cry of pain. She writhed on the floor as she was hit again and again, electricity playing across her whole body. Each time she tried to stand up and muster a defense, she was beaten back down by a deadly surge of magic.

“Cadence!” cried Shining Armour, weaving his way through a maze of incoming fire, rushing to her side.

Shining Armour's horn began to glow as he drew closer to his fallen wife, the energy surrounding it expanded until it formed a dome around them. Under the forcefield, Cadence struggled back to her hooves as the bolts of lightning ricocheted off it.

Taking a deep breath, Cadence unfurled her wings before soaring into the air, narrowly evading King Cosmo's relentless assault. She juked and weaved, dodging bolt after bolt, steadily drawing closer to Cosmo and his maelstrom, even managing to turn a few of the bolts away with her horn. Screwing up her face with concentration, Cadence fired a jet of magic directly at Cosmo, puncturing a hole in the swirling energy.

Cadence hurtled through the opening she had created, stretching her forehooves before her. Cosmo had barely enough time to widen his eyes in surprise before her hooves struck him squarely in the chest, knocking the wind out of him and breaking his concentration. The torrent of magic surrounding them dissipated, and brought an end to his attack.

Cosmo touched down with as much dignity as he could muster, breathing slightly heavier than usual. He glared up at Cadence, who hovered where she had struck him. His gaze turned to Shining Armour, who lowered his shield and began advancing on Cosmo, his horn still aglow with magic.

“Do not rejoice,” said Cosmo, “you have not begun to see my full power. I am impressed, Shining Armour, that you were able to repel my attack. A shame that it will make no difference in the end.”

“My flank has a shield on it for a reason!” said Shining Armour. “I protect the ones I love!”

“Oh, how touching,” said Cosmo sarcastically, watching Cadence glide to the ground. “Your weak, tender heart will be the instrument of your undoing. But first, one of my last surviving relatives lives and breathes in this very room.” His eyes sparked as he regarded Cadence with contempt. “A mistake that must be corrected. Now.”

Cosmo's body dissolved into a cloud of mist and sped past Shining Armour, toward Cadence. He rematerialized directly in front of her and struck her on the muzzle, sending her skidding across the floor. “Tell me,” he said, “are you impressed by my perfection?” His horn crackled momentarily before he unleashed a swathe of multicoloured electricity at Cadence.

Shining Armour lunged forward in an incredible burst of speed, placing himself directly in the line of fire. He sank to the floor as the shot meant for Cadence paralyzed him. Taking a moment to recover from the shock, Cadence flew over Shining Armour and loosed a blast from her horn, breaking Cosmo's attack.

“It is as I said, Shining Armour,” said Cosmo, “your selflessness will be your undoing.”

“And your selfishness is yours,” quipped Shining Armour.

Cosmo's horn shimmered once again and a morning star made of pure magical energy appeared beside him. The mace swung at Cadence, but it was immediately met with a magenta forcefield from Shining Armour. It created a network of cracks to spiderweb from the point of collision. He swung the mace again, this time shattering the barrier, forcing Shining Armour to roll to the side, leaving a considerable dent in the floor where he stood moments before. While the shield didn't prove effective stopping King Cosmo's latest attack, it served its purpose; Cadence had managed to fashion a magical ice blue blade of her own – an elegant rapier.

“You actually think that your weapon can match mine?” Cosmo mocked, his blazing eyes briefly flicking to Shining Armour, who was staring at the ground, gasping for air, spent from his exertions. “Very well. Let us match the power of Cosmo, King of all Equestria – and everypony within it – with that of Cadence, the Princess of love.”

Cosmo punctuated his taunts with another swing of his weapon. Cadence's sword intercepted it, sending a shower of sparks in all directions. The morning star swung again and again in a series of thundering strikes, which the rapier barely parried, each swing coming closer to finding its intended target.

Shining Armour summoned all the strength he had, igniting his horn and creeping toward Cosmo. He had scarcely taken a few steps before Cosmo's eyes fixed upon him and the mace swung in his direction. Cadence thrust her rapier to deflect the blow, but Cosmo's swift, head-on attack proved too much; while the morning star narrowly missed Shining Armour, Cadence's rapier snapped like a branch in a gale, and disintegrated.

“I'm sorry, Shining Armour... he's too strong!” said Cadence, sinking to her knees.

“Hold still,” said Cosmo, readying his morning star for another swing, “this will only take a moment.”

Shining Armour galloped toward Cadence. “No,” he said, touching the tip of his horn with hers, “not now. Not like this!”

A blinding flash of magenta and blue light from their horns filled the room before unleashing a corkscrew of magic in the morning star's path. It connected, stopping the weapon. The combined attack seeped into the mace itself, diluting its colours with its own magenta and ice blue. Cosmo's eyes widened in surprise as he stared at his weapon frozen in midair. The pulsing quickened with every second until the morning star exploded, sending shards of loose magic in all directions, one of them singeing Cosmo's left ear.

Cosmo stared at his foes, who now glowed bright white and floated a few feet in the air, their horns still connected. “Impossible!”

“No,” they said in unison. “You have underestimated the power of love, Cosmo! Now we will show you the strength it can give!”

Two pairs of eyes glowed with the same light that enveloped their bodies before an intense wave of magenta energy rippled out from them in all directions, catching Cosmo and pinning him hard against the wall. He gritted his teeth and tried to muster the strength to break free, but the opposing magic's force increased to such levels that he began leaving an impression in the stone wall. When the attack at last subsided, Cosmo fell face-first onto the floor.

Cadence and Shining Armour's eyes no longer glowed, but their horns still sparked with magic. They advanced on Cosmo with narrowed eyes. Shining Armour allowed himself a grim smile. “For somepony as old as you,” he said, “you should've heard of the phrase 'love conquers all'.”

Two beams of magic fired at Cosmo simultaneously, intertwining with each other on the way to their target. From the ground, Cosmo returned fire, but the joint assault quickly overpowered his attack. In moments, he was engulfed by their magic, crying out in pain as it disintegrated the floor around him. Suddenly, a flash of dark purple scythed through the attack, stopping it completely.

In the doorway stood Miasma, her luminous eyes fixated on her brother.

Shining Armour stared blankly at her. “Who are you?”

“Come now, brother, don't you recognize me?”

“T-Twily?” stammered Shining Armour. “How? What's happened to you?”

“I have finally become the pony I was meant to be,” said Miasma. “I allowed my mind to be poisoned by the teachings of Celestia, who unjustly clung to the throne of Canterlot. I now see the light and serve Equestria's true ruler, King Cosmo.”

“Twily, listen to yourself!” cried Shining Armour, failing to notice Cosmo standing back up and dusting himself off. “Celestia was like a second mother to you! She took you under her wing and personally taught you everything she could, not just about magic, but about life, about friends! She made me Captain of the Royal Guard, fulfilling the dream I had since I was a colt! Both of us know that she was the kindest, wisest pony in Equestria, and now you're serving her murderer and dishonouring her name! Do you even know what he did to her?”

Miasma grinned at Shining Armour wickedly. “Of course I do. I helped.”

“You – you what?” Shining Armour's voice was not furious, but hollow.

“It was all part of his grand design,” scoffed Miasma, moving to her King's side and glaring at Cadence, “much like this meeting of ours. You will not leave here alive, Cadence.”

“He's gotten back up!” shouted Cadence, pointing at Cosmo. “We have to strike again, with everything we've got! We have to finish him now!”

“We can't!” said Shining Armour.

“What do you mean, we can't?”

Shining Armour bristled. “Cadence, that's my sister! If we hit Cosmo with enough power to defeat him... Twily will die as well. I won't sink to his level. I won't murder my own sibling! There's gotta be another way!”

“No!” shouted Cadence, connecting her horn with his once again.

As before, both ponies enveloped themselves in white light and hovered above the ground before unleashing their joint attack. This time, however, the light emanating from them, and the magenta wave were significantly less bright. The attack merely pushed Cosmo and Miasma back a few inches before they ignited their horns and sliced through it as if it were paper.

“What's the matter, brother? Got cold hooves?” quipped Miasma.

Cadence's eyes widened. “What happened? Why the attack didn't work?”

“I – I can't,” said Shining Armour, averting his eyes from both Cadence and Cosmo. “I'm sorry. I just can't. You're asking that I kill my sister. I just couldn't live with myself if I went through with it.”

“Don't you think I realize that?” cried Cadence, not bothering to wipe away her tears. “I loved Twilight just as much as you. She saved our wedding, and my life! I've known her since she was just a foal, but this is the only way. Don't you see that? They've already killed Celestia. If we don't stop them now, all of Equestria will be in danger!”

Shining Armour held his head high, staring at Miasma determinedly. “We will find another way.”

“How touching,” said Cosmo, his voice tinged with amusement, “squabbling like a married couple. Your vaunted love is tearing you asunder. To become truly strong, you must shed that weakness, like Miasma and myself. Now I shall teach you your final lesson! As you die, you at last realize your folly. You will renounce your love and beg me for your life before the end, and I will deny you.”

Shining Armour swore and loosed a burst of magic aimed between Cosmo's eyes. Laughing, Cosmo deflected the attack with a flick of his horn.

Cosmo grinned mockingly. “Come now, Shining Armour, did you really think that would work? You may have an affinity for magic, but your power is nothing compared to mine. Nothing!”

Cosmo returned fire, the surge of his magic leaving a scorched path in the floor as it sped toward Cadence and Shining Armour. They narrowly dodged the attack, hurling themselves at the floor. Miasma, anticipating this maneuver, fired a jet of magic, catching Shining Armour squarely in the stomach.

“My King, please grant me the pleasure of destroying him,” said Miasma, staring intently at her fallen brother.

“Very well,” said Cosmo, “but do not kill him. I have plans for this one.”

Before Cadence could rush to Shining Armour's side, she saw Cosmo charging toward her, his horn ignited. She flung herself out of the way, but too late; Cosmo's horn grazed her muzzle below her left eye, leaving a wicked slash that began leaking blood.

Cadence cried out and ignited her own horn, as Cosmo rounded on her for another attack. This time, she was ready, parrying and going for a riposte, but Cosmo flapped his wings and flew ten feet in the air before dive-bombing Cadence, horn-first. Cadence took off to avoid the attack, and in seconds, both combatants were locked in lightning-quick aerial combat, sparks flying from the points where their horns met as they slashed at each other.

“You're better than I gave you credit for,” sneered Cosmo, ducking a swipe from Cadence. “However, you are still no match for a true alicorn!”

The two exchanged a flurry of blows, taking their combat to many sections of the vast throne room, but Cadence's strength waned whilst her enemy's remained constant. Cosmo's attacks grew more and more rapid, each coming closer to dealing a deadly blow. Cadence could not match his speed or his agility, and Cosmo's centuries of experience proved their worth against his far younger opponent.

Cosmo brought a hoof to Cadence's stomach. He followed it up by forcing her horn out of position with his own and viciously swiping at her side. Cadence's scream of agony and terror echoed throughout the throne room as she dropped like a stone, smashing into the ground a score of feet below. Her right wing had been severed clean off, and the pink limb drifted downward uselessly.

Cadence, her vision blurred by tears, stared at Cosmo, who now stood over her, wearing a triumphant smile. She curled in a fetal position, and waited for the end, quivering. It didn't come.

“You will die in time,” said Cosmo, answering her unasked question. “First, you must witness the fall of Shining Armour before he becomes my servant. I will enjoy watching Miasma break him.”

Miasma kicked her fallen brother in the face, electing a yelp of pain from him. “Get up, coward. Get up and face me.”

Shining Armour clutched his muzzle where he'd been kicked. “No, Twily, I won't. You're my sister. You'll remember who I am... you'll remember your friends – what Celestia taught you! You'll remember who you are! I – I know it.”

“Shut up. I've heard enough of your sentimental drivel!” spat Miasma, a surge of lightning from her horn making Shining Armour convulse at her hooves. “King Cosmo has showed me perfection, in both body and mind. Celestia was weak. Cadence was weak. You are weak. Now, I will rid you of that weakness, as my King has so graciously done for me. Shining Armour will die, and King Cosmo's creation shall take his place!”

“Twilight!” Cadence tried to get back up, but a hard kick from Cosmo put an end to her efforts. “Stop this madness,” she continued, coughing up blood. “Cosmo has poisoned your mind! He's your brother! Your bro–”

“Silence, you broken fool!” boomed Cosmo, bringing his horn down to her neck and singeing it with a small touch of magic. “Sit back and enjoy these moments, for they will be your last.”

Shining Armour writhed helplessly for nearly a full minute before Miasma stopped her attack. Sections of his pristine white coat were now blackened where the lightning had lingered. “Get up,” said Miasma, kicking him again. “Get up and face me.”

“N-no,” said Shining Armour weakly. “You don't learn, do you, Twily?”

Miasma's huge, lantern-like eyes narrowed. “Stop calling me that. Twilight Sparkle is dead. I am Miasma!”

She resumed her attack, this time with greater intensity. Shining Armour's cries were mingled with Cadence's strangled sobs and pleas for mercy, but Miasma paid them no attention. Gradually, the lightning began to lift him off the ground. He twitched in midair like a demented marionette. He had stopped screaming, having entered a level of pain beyond one of mere cries of agony. His eyes rolled around madly.

“TWILIGHT!” Cadence's shrill yell echoed off the walls as she tried and failed to summon enough magic to save her husband.

Cosmo lowered his head so that his muzzle was an inch away from Cadence's ear. “It is over,” he whispered. Raising his head, he addressed his servant. “Enough! Miasma, release him; I do not want any permanent damage.”

Casually tossing Shining Armour into the ceiling, Miasma let go of her magic, allowing him to fall to the ground with a loud thud. “As you command.” She bowed her head and stood at her barely conscious brother's side.

Cosmo strode purposefully toward Shining Armour, the flames in his eyes dancing with glee. “Can you hear me, Shining Armour?”

“To Tartarus with you,” said Shining Armour in a barely audible gasp, a great deal of blood spraying from his mouth following each word.

“Good,” said Cosmo, lowering his horn until it connected with his. Sparks coursed all over Shining Armour the moment the two horns made contact, his body awash with the colours of Cosmo's magic. “Your will is no longer your own!” his voice had suddenly become deep and raspy. Even Miasma flinched slightly when she heard it.

Shining Armour closed his eyes as he curled up into a ball, as if making himself a less presentable target would thwart Cosmo's magic. “Your will is no longer your own,” repeated Cosmo in the same voice. “Every memory of everything you have ever known, and have ever loved, is no more. Your sole purpose in your miserable life is to serve me!”

Cosmo raised his horn, his gaze fixated upon Shining Armour, who lay motionless on the ground. It was hard to tell whether he continued to breathe. Long seconds stretched into minutes as Cadence looked on in horror, words failing her. Finally, Shining Armour's eyes shot open. They had lost their soft cerulean colour and instead had a haunted, pale yellow glow. It was impossible to see his pupils.

Shining Armour slowly clambered to his hooves, his pain forgotten. Once he had risen to his full height, he bowed low before King Cosmo. “What is your will, my King?” The voice was Shining Armour's, yet the warmth and eagerness it had once possessed were gone, replaced by an almost mournful, hollow monotone.

“H-how? How is this happening?” sobbed Cadence, clutching her chest.

“All of Equestria is a stage,” said Cosmo, strutting toward her, Miasma and Shining Armour flanking him, “and everypony is merely a player upon it. They all have their parts, their entrances, their exits. But nopony knows that it is I who writes the script. Everything that has transpired, every step taken, whether for or against me, is one step closer to fulfilling my great purpose for it.”

Coming to a stop over Cadence, Cosmo glared down at her and unfurled his wings. “When I am finished, Equestria will become a perfect utopia under my eternal leadership. Do not worry, Cadence. You will see Celestia soon. Now it is time for one final demonstration.” A ring of magic snaked out from Cosmo's horn, wrapping itself around Cadence's neck and forcibly lifting her into the air. Cosmo nodded at Shining Armour, whose narrowed eyes locked on her.

“My love... what are you doing?” choked Cadence, her voice shaking with terror as Shining Armour approached her, magenta sparks flying from the tip of his horn.

Shining Armour paused for a moment when his head was mere inches from Cadence's chest. He looked up at her for a split second before plunging his horn all the way to its hilt into her. Ignoring her anguished yell, he withdrew it and resumed his position at Cosmo's side as if nothing had happened. Blood gushed from the wound.

“Mortally wounded by your own husband, who was broken by his sister,” said Cosmo. “Only at your end do you at last comprehend the folly of love.” He pressed the side of his horn against her neck. “Now, renounce its evil. Rid yourself of your weakness before you die.”

Cadence tilted her head and looked Cosmo right in his burning eyes. Mustering the last of her strength, she spat on his muzzle.

In one rapid motion, Cosmo slashed clean through Cadence's neck.

Chapter XIV - The Long Haul

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Chapter XIV
The Long Haul
===============

“War?” squeaked Fluttershy. “B-but I can't – I couldn't!”

Fluttershy and the others stared at Princess Luna. The cauldron pit's fire in the centre of Zecora's hut crackled ominously in the silence.

“It is our only option,” said Luna firmly. “Rest assured, even now, King Cosmo is on the move, gathering his strength. When he is ready, he will sweep across all of Equestria and assert his dominance over the land. That is, unless we stand against him now. If we do not, we will be hunted for the rest of our lives.”

Fluttershy blanched. “But... I wouldn't hurt anypony. Can't we –”

“Nay,” said Luna. “You wield an Element of Harmony. Even in the centuries before he fell to evil, my brother was relentless. Once he had a goal, he would stop at nothing to achieve it, and this is no different. Now that he has finally revealed himself, his top priority is to wipe out – or put under his control – anypony whom he deems a threat. We must stick together, as one. Without – without Celestia, I fear that there is nopony who can match him in single combat. The only way is to use the Elements, much like Celestia and I did so many years ago.”

“But without Twilight or – or,” sobbed Scootaloo, “Rainbow Dash...”

“Young filly,” said Luna gently, lowering her head so it was inches from hers, “the Elements of Harmony can never be destroyed. The Element of Loyalty will return, but to whom, or in what manner, or even when, it is impossible to say. We must not give up hope. To do so would mean that Cosmo has already won.”

“So, what's the plan?” said Applejack. “I mean, you've gotta have somethin' in mind, don't ya?”

“What I am about to ask of each and every one of you,” said Luna, puffing herself up and looking every inch the ruler that her title claimed, “is far beyond what I would ask anypony, but circumstance demands it.”

To everypony's surprise, Scootaloo unfurled her wings and leapt in front of Luna almost defiantly. After drying her eyes on a hoof, she loudly proclaimed, “You can count on me, Princess!”

“Now, Scootaloo, dear...” said Rarity soothingly.

“Now nothing!” shouted Scootaloo, rounding on Rarity. “Cosmo is why Rainbow Dash isn't here! He's why Twilight burned Ponyville! He's why Princess Luna doesn't have a sister anymore! I – I want revenge!”

Luna gasped and touched a hoof to her heart. “No! Enough innocents have been taken from Equestria by Cosmo's hoof already! A filly as young as you –”

“When I found out who made Pinkie...” Scootaloo glanced at Pinkie and looked as if she was about to cry, but instead grimaced and pressed on. “I promised Rainbow I'd kill who – who did it. I won't let her down. I'm killing Cosmo!”

“Young Scootaloo, you don't understand what you're saying.” Luna's normally stern expression was replaced by a mixture of astonishment and sorrow. “What you might be required to do should never be asked of anypony, much less a filly. If you go through with this, Cosmo could kill you, as he has done to far mightier ponies than you.”

“I don't care! I'll fight Cosmo single-hoofedly if I have to, just like Rainbow would!”

“I won't let you,” said Fluttershy, advancing on Scootaloo. “No, no. You're going into hiding.”

“NO, I WON'T!” screamed Scootaloo, making Rarity jump. “I'd rather die than sit here and do nothing while Cosmo kills more ponies! What if he kills Sweetie Belle and Apple Bloom next?”

“But, Scootaloo, dear,” said Rarity, her voice shaking, “both of them are safe. The Apple family is on vacation, and Sweetie Belle is staying with my parents, who live outside of Ponyville.”

“So what? What if where they're staying gets burned, like Ponyville? What if Twilight kills them? If that happens, I'd rather die fighting Cosmo than sitting here, waiting for him to kill me.”

“Very – very well,” stammered Luna. “Each of you must perform a challenging task. King Cosmo not only relies on brute force, but on deceit, subterfuge, and the division of his foes. We must head him off and gather as many allies as we can, both within Equestria and beyond it. Unless the long years of disgrace have drastically changed my brother, I have no doubt that he has already issued the decree to reform the ancient army of Canterlot. The longer we wait, the stronger his grip on Equestria becomes. Tomorrow, we will all separate and begin our quest to gather allies.”

“Split up?” said Pinkie, cocking her head. “Isn't that what Cosmo would want us to do?”

“It's the only way,” said Luna, stomping a hoof on the ground. “We cannot afford to stick together; it would give Cosmo too much time and too much freedom to spread his influence to the other parts of Equestria. We must remember that as it stands, Cosmo has an army and we do not.”

“What shall we do?” asked Rarity fearfully.

Luna turned to her. “As the only unicorn, it will be your charge to muster enough of your kin to combat Cosmo's unicorns. He always favoured them. That, coupled with the fact Canterlot is their ancestral home, leads me to believe that they will be the strongest branch of his army.”

“Me?” gasped Rarity, blanching. “Oh, no, no, no! I simply can't! I mean, I'm all for defeating Cosmo and saving Twilight and all that, but fighting all those Canterlot unicorns on a battlefield? Twilight was always the one talented with magic, not me!”

Any further wailing was silenced by Luna holding up a warning hoof and glaring at her. Luna continued. “I am aware of that. Your place lies with me. We'll retrieve the Elements and face Cosmo directly. Your task is to rally as many to our cause as you can whilst you seek out somepony potent enough with magic to combat the Canterlot elite.”

Rarity breathed a sigh of relief and began to contemplate Luna's request. Her brow furrowed as she rubbed her muzzle with a hoof. “Well, most of the unicorns I know are either from Canterlot or Ponyville, and none of them are eligible or particularly good with magic... except...”

Applejack huffed indignantly. “Oh, no. Ya ain't talkin' about who I think you are...”

“Trixie,” said Rarity timidly.

“Who's Trixie?” said Luna, taken aback by the chorus of groans.

“A showoff, that's who,” said Applejack savagely.

“She was mean,” said Fluttershy.

“Can't ya find somepony else?” said Applejack.

“Do you think I want to look for her and plead for her help?” snapped Rarity. “She turned my mane green. Green!”

“It wasn't that bad!” tittered Pinkie. “Besides, you fixed it.”

“After a great deal of time – not to mention manecare products,” Rarity added. “The only problem is, I have no idea where she'd be.”

“Los Pegasus, silly,” said Pinkie, as this should have been obvious to everypony.

Rarity blinked at her. “How do you know that?”

“It's simple. She was a big showoff, right? Los Pegasus is the perfect place for her, right? It doesn't matter if you're a phony pony, does it?” said Pinkie.

Looking crestfallen, Rarity failed to suppress a groan. “Los Pegasus is so far away,” she whimpered.

“I never said this would be easy,” snapped Luna. “Now, Applejack, whom can you seek out to aid us?”

“Braeburn!” Applejack half-shouted almost immediately. “I'm sure it won't take much convincin' to get him – and all of Appleloosa – on our side. Maybe I can even get the buffalo to help!”

Luna nodded approvingly. “Good, very good. See to it that they understand the severity of the situation.” She turned her head to Pinkie. “There are no doubt many survivors from the destruction of Ponyville. I want you to find as many as you can and lead them back here. Once you have done so, you and Zecora must take them to Smokey Mountain. With any luck, the remoteness of the location and the cover of the mountain range will allow you to go unnoticed by Cosmo. That will be our rendezvous point.”

Pinkie simply nodded, her expression grave.

“Fluttershy,” said Luna, “your task is one of the most important of all. I want you to fly to east across the ocean, to the Griffon Kingdoms. Once there, you will plead for the allegiance of their King, Gwaihir.”

“D-d-did you s-s-say g-griffons?”

“They may prove to be invaluable allies,” pressed Luna. “It is a long way and a dangerous task, and you are the only fully-grown pegasus at our disposal.”

“But – but – c-can't you –”

Luna shook her head. “I will be undertaking the most dangerous task of them all. I won't allow anypony else to endanger their lives on it. I'm not asking you to fight,” she added impatiently as Fluttershy whimpered. “With the griffons on our side, control of the skies over Canterlot would be ours. Cosmo's forces will be powerful enough without air superiority as well. This brings us to the other aspect of this plan.”

Scootaloo stood on her hind legs and rested a hoof on her chest. “That's where I come in, right?”

“Yes, little filly, it is,” said Luna. “You shall go to Cloudsdale and enlist as much of the populace as you can. King Cosmo is no doubt fully aware of the strategic location and air power of Cloudsdale. If we can make them sympathetic to our cause before they buy into his propaganda, we should be able to hold our own against the Canterlot Air Force.”

Scootaloo gulped. She'd never really gotten the hang of flying, and Cloudsdale was a long way up. Instead of uttering a word of protest, however, she gave Luna a resolute nod.

“But, Princess!” said Rarity, rushing to Scootaloo's side. “We can't send a filly on a mission like that, not on her own! Somepony else simply must go with her!”

“Who?” challenged Luna. “Fluttershy will act as our emissary to the griffons and I shall be elsewhere.”

“And where is that, exactly?” demanded Rarity, placing herself directly between Scootaloo and Luna.

“Out of the way!” said Scootaloo, trying to move past Rarity.

“The Archback Mountains,” said Luna heavily.

Fluttershy gasped. “But isn't that –”

Luna closed her eyes. “Indeed. It is the ancient roost of the dragons.”

“Dragons?” said a wide-eyed Pinkie.

“Yes. Besides the obvious reasons, I believe this to be the worst of our tasks on account of the high chance that the King himself will try to win them over. All of you know firsthoof how persuasive Cosmo is. I fear that if he reaches the dragons before we do, our war effort is doomed to failure.”

Everyone stared at Luna. As she looked at each of them in turn, she was taken aback by the myriad of feelings that leapt out at her from their gazes. In Fluttershy's eyes, she saw sadness and fear, but behind that, a glimmer of determination. In Rarity's, she detected a mixture of deep-seated concern for all those around her, as if only the desire to fight for the preservation of all that she held dear kept her in check. When she met Pinkie's eyes, she quickly pierced the thin veil of happiness she saw, delving into the torrent of sorrow, fear, and regret within.

Luna failed to suppress a shudder as she turned her attention to Applejack, where the urge to rally her relatives to their cause lit a bold fire in her eyes. Finally, she looked down at young Scootaloo. What she saw rattled her, even more than what she had seen in Pinkie's eyes. The youthful warmth she should've found there was gone, replaced by cold fury, which bore a striking resemblance to what she had seen in Celestia's eyes when Discord had threatened Equestria.

She took a step back and furrowed her brow, looking as ancient as she was. “I am sorry. I am so sorry. I feel that this is all my fault.”

“Don't say that, Princess,” said Fluttershy.

“But it is.” Luna brought her hoof down on the ground none too gently. “Long ago, I may have been able to stop him...”

* * *

“I can't believe it's finally happening! I'm so excited, aren't you, Cossy?”

“I told you not to call me that anymore, Luna,” snapped Cosmo. “I am about to be King, after all. All of us are becoming royalty. It's about time we started acting it.”

“Oh, Cosmo,” giggled Celestia, raising a hoof to her muzzle, “there's no harm in it. We're still family, you know; a few crowns will never change that.”

Cosmo let out an audible “humph”, looking at the ceiling of the hall they stood in. Wide beams of sunlight caught the manes of the three alicorns, turning each royal figure into a light source all their own, bathing the hall in a shifting cascade of colours. Pouting, Luna looked down at her hooves, failing to notice the three unicorns bearing full sets of regalia approaching them. She hoped Cosmo would be less irritable now that the Kingdom of Equestria was about to be formed with them at its head, finally bringing lasting peace and unity to a war-torn land.

Even in the weeks following the discovery of the Elements of Harmony and the defeat of Discord, Cosmo had only grown more sour, not only to her, but to everypony else around him. She supposed the nigh-endless tribulations had transformed him from the carefree, kind colt she had grown up with, into the hardened stallion of today. Luna looked at her brother, who stoically bowed his head, allowing the unicorn standing before him to place an obsidian-edged burnished gold crown upon it.

“Splendid,” said Cosmo, grinning as the unicorn fitted him with matching hoofguards.

Luna hardly noticed as she and Celestia were outfitted in similarly crafted, but differently coloured, pieces. Her attention was on Cosmo. His fiery eyes had a glint she had never seen in their youth, but became steadily more apparent over the course of the past century, around the time they began to discover the true extent of their power.

Cosmo's eyes casually flicked over to meet her gaze for a moment before returning to the balcony beyond. In that brief second, Luna saw a flame raging within them that burned with an even greater intensity than anything she had previously seen in them. She couldn't put her hoof on it, but it unsettled her, as if her brother was becoming an entirely different pony before her eyes.

“This is a most glorious day, is it not, Celestia?” said Cosmo, turning to her.

She nodded. “We've finally done it. At times, I thought we might never succeed, but we have brought peace to Equestria. I can't wait to see this kingdom blossom into paradise.”

King Cosmo took a methodical step forward. “It will become a utopia! The greatest kingdom this world has ever known! It will become a kingdom in our image. It will be... perfection!”

Luna and Celestia fell into step behind Cosmo as the three unicorns offered them all gracious bows before clearing the way for them. Luna shot a nervous glance over to Celestia, and was surprised to see a calm, optimistic expression on her face. A wave of relief hit Luna, allowing her to complete the seemingly endless journey to the balcony.

They emerged to a torrent of cheers. It took Luna a few seconds to adjust to the dazzling display of the sunlight glinting off thousands of polished helmets in the courtyard below. Her jaw dropped when she had finally taken in her surroundings. Banners bearing the emblem of Cosmo's cutie mark hung everywhere, including from many battle standards held by the ponies below.

“There has to be –” began Luna.

“Five legions,” said Cosmo, surveying the gathered army approvingly.

“But why?”

“Cosmo felt that we should maintain a standing army to help protect Equestria from any future invasions,” said Celestia, also appraising the soldiers before them, “and I agreed.”

Squadrons of pegasi flew by, maintaining perfect formation as they soared past the royal balcony. Cosmo grinned. It looked to Luna as if he was suppressing laughter as he raised a hoof high into the air, which brought about a fresh round of cheering, accompanied by fireworks shot forth from hundreds of unicorn horns.

Luna caught his eye once more. The intense heat of his gaze sent an icy needle into her heart. Overcome with doubt, she looked again at Celestia. She found the same, gentle, reassuring smile that almost always rested upon her sister's face. Noticing she had caught the eye of her younger sister, Celestia gave her a quick wink before directing her full attention back to the army. Luna gulped and peered nervously over the balcony at the soldiers below.

* * *

“You – you had no way of truly knowing, Princess,” said Rarity when Luna had finished her recount.

“Yes, I did,” said Luna bitterly. “There were other signs before that, but I was so oblivious... Sometimes, I wonder what would've happened if I had spoken up. Maybe – just maybe – we could've saved him from himself.”

Luna gasped and looked down. Scootaloo fiercely hugged her left foreleg. “Princess, nopony can change the past. Nothing you do will bring your old brother back. Nothing I do will bring Rainbow Dash back. Killing Cosmo will set things right for those of us who are still alive. For the future – something we can change.”

She knelt down and embraced Scootaloo. “You're right. Of course you're right.” Luna straightened up. “It is time. Each of us knows what we must do and the gravity of the situation. I can see the fear in your hearts – in my heart – but know this: we must stand together and fight as one. However slim our chances may be, they are surely greater than if we flee and try to hide from King Cosmo as he gathers his strength. This should have never befallen any of you, but I beg of you, stay strong and resist the urge, however great it may be at times, to crumble before the King. Only with the unyielding bonds of loyalty, trust, honesty, kindness, generosity, and friendship can you remain strong enough to combat my brother. Take solace in the knowledge that he fears you; the Elements of Harmony frighten him, as they have defeated him in the past. Now, make haste. There is much that must be done.”

Each pony took it in turns to nod solemnly at Luna and leave the hut. First to leave was a dry-eyed Scootaloo, who looked almost possessed. In her wake came Applejack, who removed her hat briefly in an act of courtesy toward the Princess; Rarity with a gracious bow; Pinkie; and finally came Fluttershy, who couldn't meet Luna's gaze as she trudged past.

“Fluttershy, take this with you,” said Luna, passing her a scroll.

“W-what is it?” stammered Fluttershy, accepting the parchment.

“It is a plea to the griffon King, and it bears my royal signature. See that you do not lose it.”

Fluttershy nodded and began flying east.

Zecora turned to Luna. “Celestia's speed, Princess Luna of the Night. I promise you we will fight with all our might.”

“These ponies are truly our only hope,” said Luna. “You know as well as I do that should they fail, Equestria may never emerge from this dark time.”

Only Zecora's grim stare followed her statement.

It was all the acknowledgement she needed. Without another word, Luna stepped outside and took to the sky, soaring high over the Everfree Forest, heading for Ponyville at top speed. She normally enjoyed flying slowly, basking in the natural beauty of Equestria, loving the rush of fresh air as it enveloped her. Being imprisoned in the moon for a millennium gave her a whole new appreciation for the world around her, but she forgot all that as she flew at incredible speeds until she saw a sight that made her heart sink. She expected the worst, but nothing could have truly prepared her for what lay before her.

Where many brightly-coloured buildings once stood, there lay heaps of ash, charred timber, and scorched earth. It appeared nothing had been spared from the flame, leaving the once beautiful Ponyville a smoldering ruin. Scores of burned corpses littered the ground. Judging from their sizes, stallion, mare, and foal alike had been killed without mercy. Luna let out an ear-splitting shriek of grief and rage. She couldn't believe it. This was exactly like it had been so long ago when the Scourge had come, eradicating entire zebra villages. But that this time, it wasn't even by Cosmo's own hoof, at least not directly, that these helpless ponies were slaughtered.

“He – will – pay!” vowed Luna through gritted teeth as she swooped down and skimmed over the wreckage.

She looked at each ruined home as she flew by, but found only more of the same. Just when she was about to give up and search elsewhere, she noticed the blackened remains of what she assumed was Twilight's library. Luna landed inside what used to be the ground floor, the gust from her wings blew the burned parchment around her in a flurry. She coughed, the smell of ash still heavy in the air. Luna surveyed the ruins in silence.

They appeared as deserted as the rest of the town until she heard a faint sound coming from the basement. As she descended the stairs, her hooves caused the more badly-burned parts to snap and splinter. The noise grew steadily louder as she neared the basement. When she completed her descent, she identified the source of the noise. It was Spike, sobbing quietly and clutching a rather large, weatherbeaten book in his arms.

“Spike,” said Luna softly.

Spike continued to weep, either ignoring Luna or unaware of her presence. She approached him and lowered her head right next to his. She repeated his name, and Spike slowly looked up at her, allowing the book to slide from his grip.

“Twilight – she –”

“I know, young dragon,” said Luna in the most soothing tone she could manage.

“You don't know!” shouted Spike. “She hatched me! She raised me ever since! We've grown up together. She's been more than a friend to me... she was like the mom I never had. And now... now...”

Luna couldn't bear to look at his anguished expression, instead staring at the book on the floor. “Of course,” she breathed, noticing the title. “So that's how he did it.”

“Did what?” sniffed Spike.

“Deceived Twilight,” said Luna, opening the book. “Yes, it as I guessed. This book was too valuable for Celestia to simply burn, so she tore out the pages instead.”

“What are you talking about?” demanded Spike, looking up at Luna in confusion.

“Ancient Equestria,” said Luna.

“What about it? That's the book that started this whole mess. Twilight was never the same after –”

“Of course it was,” said Luna, sitting down next to Spike. “Those missing pages depicted the fall of King Cosmo. When he stayed here in disguise, he must have told Twilight his version of the story. It was because of him that Twilight became the creature you saw, the pony who destroyed this village.”

“Who?” Spike scratched his head.

“You would probably know him better as Greyhoof.”

“He did this? But how? Why?”

“His real name, as you now know, is King Cosmo, my elder brother. Celestia and I believed him dead many years ago when we used the Elements of Harmony to defeat him. However, he survived, and used Twilight's own friendship against her, warping her into a creature akin to Nightmare Moon.”

Spike's jaw dropped. “She... became like you were?”

“Cosmo, is deceptive,” said Luna. “His true power lies in his ability to influence others. Once you have allowed evil into your heart, he is able to harness that evil for his own ends, and amplify it to such a degree that it gains complete power over you. My jealousy of my sister was what allowed him to create Nightmare Moon.”

“But... what did Twilight do? She was never like that!”

“She murdered my sister.”

Spike tried about a half-dozen times to choke out a word or two, but was unsuccessful.

“It was not her fault,” said Luna, filling the silence. “The King's treachery runs deep. It was his plan all along to use Twilight and her powers to defeat my sister, for he could not do so on his own. Now he sits atop the throne of Canterlot and seeks to destroy us. That is why I need you.”

“But – but what can I do? How can I fight something like that?” moaned Spike in despair.

“By helping me convince someone who can.”

Spike stood up and rubbed his eyes, alert.

“You are to come with me, on my back,” said Luna, also standing. “We shall fly with as much haste as we can muster to the Archback Mountain range.”

Spike frowned. “I've heard of those before.”

Luna began walking up the stairs, Spike jogging to keep up with her long strides. “They are the home of your brethren, the dragons. Cosmo's first strike was to destroy Ponyville and attempt to kill the remaining bearers of the Elements. I have seen to it that he failed. Now he is no doubt gathering his strength in preparation for war. I fear that all will be lost if he can gain the allegiance of the dragons. That is why you must speak with them before he does.”

“But I'm so young! Older dragons aren't exactly friendly, ya know. I've tried something like this before.”

“You will be speaking directly to their patriarch.” Luna lowered herself enough for Spike to hop on her back. “If I felt that your presence was not absolutely crucial in this task, I would not request it. Both of our lives will be at risk, if not from him, then from Cosmo.” She took off the moment she felt Spike's tiny hands tightly gripping her neck.

“But what about Twilight?”

“If the Elements defeated Nightmare Moon, then there must be a way to do the same to Miasma and bring her back. That is why I spared her life earlier today.”

Spike nodded to himself. “Twilight, wherever you are, I'm going to save you, even if I can't do it directly. I was your number-one assistant before, and I'll be your number-one assistant again.”

* * *

From here, he could see everything.

Stretched before him was the whole network of turrets, walkways, and battlements that made up Canterlot Castle, the heart of his kingdom, from the courtyard far below, to the city of Canterlot near the outer walls. A light glinted out of the corner of his eye. The sun reflected off hundreds of armour-clad ponies, marching in a perfect column to the west, battle standards proudly bearing his insignia. He stood at the newly-repaired window, his scathing gaze systematically fixing upon different points of interest.

First was the tail end of the column. They had departed right on schedule, and would no doubt return within a few days' time. Next was the courtyard far below, where the second legion that had formed in accordance with his decree made ready for its first task. Finally, his eyes rested on his new air force, the Comets, as they drilled in preparation for their flight. Dozens of ponies worked vigorously behind him, but he paid them no notice. A thumping sound came upon the door.

“Enter,” said King Cosmo, viewing the door's reflection in the polished window.

Bastion Yorsets emerged from the doorway and walked down the stairs, his head bowed low, and approached the King. When he came within a few feet of Cosmo, he kneeled. A single gleeful spark glinted in Cosmo's eye momentarily, though his expression remained stoic. He pretended to ignore Bastion for nearly five minutes before he at last turned to him.

“Report,” said Cosmo.

Still kneeling, Bastion stared at the gleaming rubies in Cosmo's hoofguards. “Everything has been carried out according to your wishes, sire. The testing is proceeding smoothly, and I can almost guarantee our three greatest pupils will be before you within the hour.”

“Good. Did you encounter any difficulties?”

“A few, my King,” said Bastion slowly, “some of my students... disagreed with your command. They have been... persuaded to see the light.”

The spark of glee returned to Cosmo's eyes. “Well done. You are serving me faithfully. Continue to do so and you will be rewarded. Now, rise.” He paused a moment to allow Bastion to stand up. “Tell me, have the rest of them been carrying out my orders as precisely as you have?”

Bastion allowed himself a glance into Cosmo's eyes before bowing his head. “More or less, sire. The changes to the castle are proceeding on schedule, and the rest of your decrees are being carried out most satisfactorily. The earth ponies in particular are following your orders with remarkable efficiency.”

Cosmo briefly glared at one of the earth ponies meticulously chiseling the King's likeness into a large statue. “Mud ponies were always hard workers. It is good to see that they still know their place. And the door of Canterlot Tower?”

Bastion shook his head. “The seal is unlike anything I have ever seen. Celestia allowed nopony but herself to make it, and I fear that only she, and presumably Luna, know how to break it.”

“Very well. It is hardly surprising that she would have taken extra precautions to keep the Elements safe. Focus your efforts elsewhere; I shall see to it myself. Now go. See to it that they do not falter in their duty to their King.”

Bastion bowed and slowly backed away. “Yes, sire. Long live the King!”

“The rest of you, get out of my sight.”

“Sire?”

“Go. Return here in half an hour.” Cosmo stared pointedly at the doors. “Now.”

Everypony in the room scrambled over themselves to leave, none wanting to be the last one out. Silence reigned for several seconds before a cry of pain echoed from the hallway. Some thirty seconds later, Miasma stormed inside, her eyes narrowed.

“Now that business has been taken care of – we move to your assignment,” said Cosmo. “But first, the report from Ponyville. I take it everything went according to plan?”

“Hardly,” seethed Miasma. “Ponyville is now a twisted pile of ash, but something happened...”

“I am aware that the Element bearers escaped, no doubt the work of Luna,” Cosmo sneered. “It is of little concern. They may have fled now, but it is only a matter of time before they come to us.”

“It's not that, my King... I encountered Luna in the woods during the return journey.” Miasma's voice lacked its usual cynical confidence.

Cosmo's eyes widened. “You have disposed of her?”

Miasma ground her teeth. “No. She – she defeated me... but she let me live. Why?”

Cosmo allowed himself a chuckle. “It seems Luna is as weak as she always was. I would have thought that being imprisoned for a thousand years may have strengthened her resolve, but apparently I was mistaken. She must think that you can be 'saved', much like herself.”

Miasma bared her teeth and pawed at the ground. “I will kill her myself. She will pay for that mistake with her life. When I am finished with her, the rest of the Element bearers will follow.”

“No,” said Cosmo sharply, “Luna is mine. You must also see as I see. Deep down, Luna knows what I am capable of. She will muster to assault Canterlot itself in the near future. Hunting the remaining four Element bearers would be fruitless. No, your place lies in Manehatten. You will take a legion and claim the city in my name. As it is the largest city in Equestria, its industrial strength and the innumerable conscripts we will gain shall prove invaluable. Strike hard, but try not to inflict too much damage.”

Taking a deep breath, Miasma bowed. “Yes. At once, my King. Manehatten will be yours.” She turned to leave, but paused. “Forgive me, sire, but where shall you be during my conquest?”

Cosmo's eyes swam out of focus momentarily, as if he was staring at a place far off in the distance, even though he couldn't see it. “I will... be visiting an old 'friend'...”

* * *

“Dresses,” grumbled Rarity, an ominous breeze sweeping through the forest, rustling her mane a great deal more than she'd have liked, “a week ago, all I had to worry about was dresses. Now here I am, on a quest to save Equestria from a mad King, who was supposed to be dead over a thousand years ago! Maybe soon, I'll wake up in a tangle of dresses from this nightmare.”

The late afternoon dragged on and the humidity set in, making the forest feel hot and humid, only adding to her misery. At least Sweetie Belle is alright, at least for now, she thought. Why does Los Pegasus have to be so far away? It'll take days at this rate.

Once again, Rarity's heart sank as her thoughts drifted back to the previous night, as they so often had during her long sojourn. She, a lone mare of little influence, was entrusted with the task of convincing an egomaniac magician – and an entire metropolis – to believe in an event almost nopony knew about, and to ally themselves with Luna.

Why Luna had confidence in her, a unicorn of largely unremarkable powers, with such a monumentally difficult task? Was it because she sees some hidden potential deep within me? Rarity wondered. No, she immediately corrected herself, it's because there's nopony else for the job. Of course that was the reason. Why else would she have been chosen?

Rarity sank to her knees in front of a brook. A haggard face lined with worry and exhaustion stared back at her. “I simply can't,” she wailed, taking note of her unkempt, foliage-ridden mane. “Cosmo is so terrible, even Princess Luna fears him. Even if I somehow succeed, what good will it do? Can King Cosmo be stopped without the Elements?”

She continued to stare at her reflection as her despair grew. Then she remembered Scootaloo, standing defiantly before everypony, unwilling to back down from her desire to do everything she could to bring Cosmo's tyranny to an end. The determined, haunted look in Scootaloo's eyes appeared vividly in her mind. A look like that was far beyond her years. Cosmo had taken everything from Scootaloo; her home, and her idol. All that was left for her was revenge. Rarity's reflection swam out of focus as her tears dropped in the brook, rippling the water.

“If she can do it, so can I!” Rarity dunked her head in the water. Sweat and loose foliage weren't all that washed away; her self-doubt and hopelessness were also gone. She narrowed her eyes and resolutely marched on.

The hours slipped by as Rarity's resolution kept her mind focused on the upcoming challenges. Perhaps somepony will know I was one of the six who saved Equestria from the likes of Nightmare Moon and Discord. Surely enough of them will believe me if that's the case! Scenarios and ideas continued to race through her mind until the scenery in front of her abruptly changed. Ahead lay the western road and its overshadowing mountain range.

Rarity blinked. “Halfway there. Things are finally looking up!”

No sooner had the words left her mouth, a new sound reached her ears. Thud, thud, thud. It grew steadily louder with each second. Thud, thud thud. The trees now shook, and some of the dislodged foliage fell on Rarity. A well of coldness blossomed in her stomach, making her instinctively duck behind a tree. She didn't have to wait long before the source of the disturbance became apparent.

“By Celestia...” The blood red of the sinking sun shone off the distinct polished armour worn by the soldiers of the Canterlot Army. She wanted to dart back the way she had come, but something rooted her in place. There she stood, transfixed as the column marched on, spears and standards of the King raised high.

Fatigue now quickly replaced the renewed strength that had flowed through Rarity's limbs only minutes ago, as the column made its way toward Los Pegasus. Her jaw fell open as she tried to count the marching soldiers, and lost count at around the two thousand mark. Clinging to the tree she hid behind for support, she craned her neck, desperately trying to see the end of it, but didn't come. The shadows around her grew long before the legion had passed.

“Well, this is just fabulous,” she said hollowly, “just fabulous. How will I succeed now, with Cosmo's army headed right for the city?”

Rarity looked around frantically until her eyes fell upon a rocky trail leading into the mountains. She was sure she hadn't seen a single soldier opt to take it; it was much too narrow and uneven to allow an army of that size to tread it efficiently. It's a long shot, but it's the only chance I have. She galloped up the path as quickly as she dared, hoping against hope it would provide a quicker route to the city. Maybe if I can just get there before they do...

About an hour into her trek, her progress was slowed considerably as the light faded into nothingness. The illumination provided by her horn only allowed her to see a few feet ahead, and it was a steep drop should she mis-step. Rarity shrieked and hit the dirt when a bright blue explosion filled the air. A purple one followed in its wake, and a red, and an orange.

“Oh no, I was too late!”

The flashy explosions continued for over a minute before Rarity realized something. Wait... I don't hear any fighting. No shouting from thousands of soldiers. Curious and emboldened, she got up and marched toward the source of the light. When she turned a corner, her eyes widened. Upon a large plateau stood Trixie. On her hind legs, she stared skyward and launched spell after spell in a dazzling display of light.

Taking a few deep breaths, Rarity clambered to the plateau until she was right next to Trixie, who hadn't noticed her approach. “Um, pardon me,” she said, clearing her throat loudly.

Trixie spun around and promptly fell on her flank. “Do not sneak up on the Great and Powerful Trixie! What do – wait – you? The Great and Powerful Trixie remembers you.”

Rarity humphed. “And what's that supposed to mean?”

“Trixie turned your mane green, or don't you remember? Perhaps Trixie needs to jog your memory!” sneered Trixie, pulling herself back up. She looked at Rarity's disheveled mane. “On second thought, that'd be an improvement.”

Rarity ground her teeth as she took in Trixie's appearance. Her hat was patched and frayed, drooping to one side. There was a sizable hole in it. The sapphire clasp which joined her ragged cloak at the chest looked suspiciously like it had received a hard kick from a hoof at some point. “Speak for yourself,” she snipped.

“What are you doing here?” said Trixie, speaking as if she didn't hear Rarity's quip.

“Looking for you, as a matter of fact.”

Trixie raised an eyebrow. “Oh? Come to see what new wonders the Great and Powerful Trixie has in store for you simple Ponyvillians?”

Rarity suppressed a groan. “I – that is, we – need your help.”

“Help? Help with what?” asked Trixie with suspicion.

“Can we get a move on to your home, please?” said Rarity, taking a few steps forward. “We don't have much time.”

“Why?” said Trixie, looking quizzically after Rarity as she strode past.

“Come with me and I'll explain everything.”

Reluctantly, Trixie fell into step with Rarity as they trotted along the path leading further west. Rarity's explanation came rapid and disjointed, but before too long, she had told Trixie everything that had happened in the past few days. When Rarity finished, Trixie darted in front of her and glared.

“You really expect Trixie to believe that?”

“Unlike your fanciful tales of vanquishing an Ursa Major, this is true! We have to get to Los Pegasus before Cosmo's army does, no matter what!”

“Trixie doesn't live in Los Pegasus,” she said indifferently.

“What? But I thought somepony like you would –”

“Well, you thought wrong,” said Trixie brusquely. “Trixie resides in Alpine Heights.”

“Whatever for?” demanded Rarity, trying to move past.

Trixie wouldn't budge. “None of your business!”

“Look, all that's important is that we get to Los Pegasus before –”

“Yes, yes, before the 'army' does, right,” said Trixie. “We won't be getting to Los Pegasus tonight, at any rate. Tell you what; you can stay over at Trixie's house for tonight, then you can go to Los Pegasus. On your own.” She lit her horn, wheeled around, and continued down the path.

“Where is this Alpine Heights, anyway?” said Rarity, trudging after her.

Trixie didn't look back. “Close.”

A village nestled between two peaks soon came into their vision, the lights from its houses gave it the appearance of a large, flickering candle. Although they approached from the north side of the mountain range, this village looked to have access to both north and south ends of the mountains, a narrow trail winding to the main road below.

Fuming, Rarity wordlessly followed Trixie into the large crevice upon which Alpine Heights was built. To her surprise, instead of going into the village proper, Trixie led her to what looked like a slipshod assortment of wooden planks cobbled together under an overhang. When Trixie attempted to open the door, it slipped and loudly plunked on the ground.

“Well? Don't just stand there, get in so Trixie can fix this darn thing!” She waved furiously at Rarity.

The words slipped out of Rarity's mouth before she could stop herself. “Excuse me... is this your 'house'?”

Trixie let out a drawn-out sigh. “Yes. Ever since that – that travesty in Ponyville... Trixie has had trouble finding work. The Great and Powerful Trixie tried to take her impressive feats of magical prowess to Los Pegasus, but nopony there – or here – can appreciate Trixie's raw talent!”

“So you're unemployed,” said Rarity, at last walking inside. She flinched when she beheld the squalor around her.

“Trixie is merely between jobs, that's all! Now find a place on the floor and make yourself comfortable.”

Rarity blanched. “But – what about a bed?”

Trixie let out a sharp laugh. “Bed? Trixie has had no bed since the Ursa Minor crushed her cart!”

Grumbling to herself, Rarity cleared the junk from the least dirty patch of rock she could find, curled up into a ball, and shivered as her body touched the cold, hard floor beneath her. In spite of this, as soon as she laid down, the weariness of the past two days caught up with her at an alarming rate, and she drifted off into a deep, dreamless sleep.

* * *

They stood in the middle of a clearing near the northeast edge of the Everfree Forest, a few hundred in all. Everypony there bore varying degrees of bruises, cuts, scrapes, caked dirt, and scorch marks. Each had the same haunted look. Many averted their eyes from Pinkie Pie, who stood on a stump in front of them, instead looking at the ground and each other. Standing beside the stump, Zecora observed solemnly, her eyes hidden beneath her cloak's hood.

“Listen up, everypony,” said Pinkie, her voice more shrill than usual, “I promised to fill you in once we were all gathered. We tried our best, and I think we've found everypony that... survived... the...”

“Get to the point!” snapped a pegasus.

“Yeah, we want to know who did this!”

“Spit it out, already!”

Pinkie frantically waved a hoof at the restless crowd. “Everypony, please!”

Her words were quickly drowned out by of the crowd's increasing volume. Her mouth opened and closed a few times but made no noise audible over the clamour. The anger and bitterness continued to rise like a flood, which threatened to wash Pinkie away in moments.

A sudden loud bang accompanied by a cloud of smoke disoriented the crowd. “Silence!” shouted Zecora. “Let's not resort to violence!” When the cloud dispersed, she glared at the Ponyville refugees. “Now, please, listen to what Pinkie has to say, so to our place of hiding we can be on our way.”

The ponies began muttering to themselves and glowering at Pinkie. She cleared her throat. “I know who was behind it all,” she said, her voice echoing in the clearing. All murmuring had ceased. “The same pony who made – made – me – Dashie...”

Zecora climbed up the stump and hugged Pinkie, who sobbed into her shoulder for a few minutes. The crowd's expressions softened as they watched her quivering in Zecora's hooves. Eventually, she stood up again, breathing heavily. After receiving a light pat on the back from Zecora, she continued. “His name – his name is Cosmo.”

A buzz filled the clearing as everypony looked to each other, similar questions on their lips.

“What did she say?”

“Cosmo, I think.”

“Who in the hay is that?”

“I think she's been off the deep end ever since what happened with Rainbow Dash...”

“I'm not making this up!” hollered Pinkie, slamming a hoof into the stump, sending a few splinters everywhere. “King Cosmo uses mind control to make others do what he wants and –”

“Did she say King?”

“Mind control? Like what Greyhoof said?”

Pinkie's ears flattened against her head as she scowled at them. “Yes, he's Princess Celestia's older brother! And he is Greyhoof!” – The crowd collectively gasped – “The pony, Miasma, who destroyed Ponyville... that was Twilight.”

She paused to wait for the crowd's reaction before she resumed speaking. It didn't come; everypony stared at her, mouths agape. Looking around nervously, she took several deep breaths. “Zecora and I were sent by Princess Luna to find all of you. She's doing her best to save all of us from Cosmo – and save Twilight. What we have to do is run to Smokey Mountain and wait for her. She thinks Cosmo won't find us there.”

An earth pony stepped forward. “Then what are we supposed to do? We have no homes!”

Ignoring the crowd's outburst, she plowed on. “We fight. Cosmo won't stop here. What he did to Twilight – what he did to you – what he did to Ponyville – what he did to me... it's just the beginning. If we don't do something, everypony in Equestria will end up like us!”

“Us, fight?”

“Look at what he did to us! How can we stand against somepony like that?”

“She really is nuts...”

“Everypony, please!” shouted Pinkie. “Princess Luna will think of something, I know it! Wait, do you hear that?”

Everypony craned their necks, straining their ears. It took them only a few seconds to hear a dull thudding sound, which grew louder with each second. It came from the edge of the forest. Pinkie jumped off the stump and crept through the foliage. A few moments later, most of the crowd followed.

“Beware, all you ponyfolk, beware!” Zecora called after them. “Getting seen could prove a dangerous affair!”

Once they reached the forest's edge, concealed by the surrounding bushes, they sat and watched the road. They weren't kept waiting long; a dark unicorn cloaked in a veil of deep purple magic emanating from her mane strode at the head of a column of soldiers wearing the distinct battle armour of the Canterlot Army. Many of the cowering ponies slid deeper into the cover of the woods. Fortunately for them, the unicorn's piercing, glowing gaze pointed directly ahead of her, and not at their hiding place. When they finished staring at her, they turned their eyes toward the forest of spears carried by the soldiers. The banners among them did not bear the Royal Seal of Canterlot. Instead, they were emblazoned with an insignia of a sun and moon eclipsed by a streaking comet.

“Miasma...” whispered Pinkie hoarsely.

Miasma's face quivered as she led her army to the east. She marched straight past the Ponyville refugees' hiding place, and didn't so much as glance at them. They stood frozen in fear as her horn began to crackle dark purple. Her aura pulse quickened until she fired a lightning bolt directly at them. It was a miracle none of them screamed. The magic connected with a large oak, exploding it in a shower if bark and splinters. Not a single soldier – or Miasma herself – so much as turned an eye toward the destruction, as if it was a normal occurrence in the column.

The ponies watched in silent horror as the army relentlessly marched on. Evening began to set in before the final rank of soldiers tramped past. They remained stock still until they could no longer see them. Pinkie turned around and trudged back into the clearing, where most of them had gathered.

“So... it's all true,” said a tearful unicorn filly.

Pinkie nodded. “That's why we have to do what Luna says. Now come on!” With that, she set off at a gallop down the path which led to Smokey Mountain, the others in her wake.

Chapter XV - Animosities

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Chapter XV
Animosities
===============

“Lava doesn't leave a mark on me. I walked right out of the library fire... So why does this cold cut so deep?”

Spike clung to Luna for dear life. His eyes were clamped shut as he did his best to forget his present situation. The harsh winds – thanks to both their velocity and their altitude – were so cold, he'd lost the feeling in his hands hours ago. Not a single word had been spoken since Spike asked why they were flying so high, only to receive a harsh reprimand from Luna, reminding him the skies were unsafe, and to avoid being spotted by King Cosmo at all costs.

All he could do was stare at the badlands far below them when there was an occasional break in the clouds. He wondered how he could possibly be of help when dealing with dragons, considering how his first attempt went. Despite his apprehension and the cold, Spike was prepared to do whatever Luna asked of him. While he didn't know the specifics, he understood the gravity of the situation nonetheless: dragons would undoubtedly prove invaluable in any war effort for either side – perhaps the most valuable.

“Spike,” said Luna sharply as she turned to look at him, “pay attention now.”

“Y-yes, P-P-Princess?” he said through chattering teeth.

“The strategy of the coming meeting has been determined. Listen carefully.”

Spike remained silent.

“There is no telling how many dragons there will be at our destination, for it has been over a millennium since I last made contact with them. Our relations are... shaky. We had our differences in the distant past, and there is no doubt they have been remembered. The understanding reached by both parties was one of mutual neutrality; they don't bother us and we don't bother them. That is why you are to approach them. Alone.”

Spike nearly let go of her. “You won't be coming with me? Last time I tried to hang with dragons, it didn't go very well.”

“It is the only way. Regardless of how your previous encounter went, you will be much more well-received than I. You will also speak with Iniquitus, their patriarch.” She stared determinedly ahead as she spoke.

“But what if I've already met him? I did see a lot of dragons when I followed them during the migration last year.”

Luna shook her head. “You would remember Iniquitus if you had met him, that much I can guarantee. When speaking with him, you must use extreme caution; he is very old and not to be trifled with.”

Spike scratched his head. “How will I know who he is?”

“He is an enormous black dragon, perhaps the last of his kind. The rest were... lost in an ancient conflict, eons ago.”

Spike now realized the cause of Luna's apprehension at approaching the dragons herself. This new information distracted him from his fears enough to take in his surroundings. The badlands continued to stretch out below them in all directions, but a large mountain range lay dead ahead. Each of these mountains was massive, their peaks towering high into the sky. Curiously enough, none were snow-capped like he would've expected.

Spike gulped as their destination drew closer. Meeting an unknown number of ancient, fully-grown, and likely irritable dragons was the absolute last thing he wanted to do, but his unyielding resolve to save Twilight forced him to cast those fears by the wayside. The fact they could crush him in an instant didn't matter now; all that he cared about was persuading Iniquitus – whoever he was – to side with Luna instead of the King.

Luna bowed her head, cutting into his thoughts. “Spike, I'm sorry – I'm so sorry.”

Spike blinked. “Sorry? Sorry for what?”

“Everything.”

He could have sworn he felt Luna shudder beneath him.

“You don't know, of course,” she said, “but I feel like all the pain you and your friends – and all of Equestria – have felt is my fault. Celestia's death – all my fault.”

“How can you say that?” said Spike, his grip on her neck tightening.

“Cosmo is my brother.” Her voice shook slightly. “I've known him my whole life. I witnessed him change from the colt who wanted nothing more than to make the best of himself and those around him, into the monster of today. I saw all of it. At first, I thought it was born out of necessity, and perhaps it was. As the years passed, he only grew more ruthless; joy gave way to hatred. Before I knew it, the pony I once called brother was gone, and the greatest tyrant this world has ever seen took his place.”

“Princess, you can't blame yourself!” said Spike vehemently. “Didn't Celestia grow up with him as well? She was the wisest pony I've ever met, and Cosmo tricked even her, didn't he?”

“Well, maybe, but...” her voice dried up and it was several seconds before she could find it again. “But if I was more vigilant, I could have saved my sister. I just know if I had been there, Cosmo would not have succeeded. I know he needed Twilight to overcome Celestia, or else he would have killed her long ago. I wish it could've been me instead. If Celestia was alive right now, we wouldn't be in this mess.”

“More vigilant at what? Cosmo was supposed to be dead for a long time, right? Why would you be looking for somepony that's dead? He fooled everypony, not just you. Twilight –” Spike abruptly paused and wiped his eyes. “Twilight even fell for it, and she saw right through Chrysalis's disguise, and she's a changeling. I think you're doing everything you can to save us.”

“You may be right, but I'm still no less ready for this than I was a thousand years ago,” she said in subdued tones. “I never knew my parents. None of us did.”

“What? Were you –”

“No, we were not abandoned,” said Luna. “No, we just... woke up on a grassy hill together. Celestia felt more like a mother to me than anything else when we were younger. I've always felt unready for challenges, even in my later years. She was always there for me, helping me through everything. The dragon wars, our clash with the griffons, the reign of Discord, even becoming royalty. She was always there... and now...”

“Princess, you are ready,” said Spike, patting her on the neck. “Look at what you've done already. You've saved me and my friends, and all of us are on missions to get as many others on our side as possible before Cosmo can get to them. I'm sure Princess Celestia would've done the same thing.”

“Are – are you sure?”

“Positive.”

Luna looked back at him, her lips trembling as she smiled. “Thank you, Spike. I mustn't think about such things now. I can properly grieve once Cosmo has fallen, once and for all.”

“I won't let you down when I talk to Iniquitus. I promise.”

Luna nodded. “Remember to use extreme caution; I fear that his defeat so long ago and the many years proceeding it have only worn his temper. The slightest misstep could prove fatal. Not being a pony will only earn you so much favour with him.”

It wasn't long before they reached the mountains, and Luna began circling them, looking for something. After a couple of passes, she homed in on a rather large cave, and touched down at its entrance. Spike hopped off her back, taking a few moments to steady himself after such a long flight.

“So, I have to go... in there?” he gulped. An ominous black cavern towered before him, its ceiling sixty feet high.

“Yes,” said Luna, standing firmly in place, “I will remain hidden in the shadows, but close enough to observe the proceedings. Quickly, there isn't a moment to spare!” She waved a hoof at the cave.

Spike grimaced before charging headlong into it at full speed, the passage growing darker with every step. Before long, he was completely enveloped in darkness and couldn't see a thing. Luckily for him, the winding tunnel was large enough for him to continue running without crashing into anything. Despite the absolute darkness, he began to notice a thick haze in the air, which grew stronger the further he went.

As the air grew more stifling, Spike spotted a light ahead. Each time he went around a corner, the light, heat, and mist all grew more intense until he took one final turn. On any other day, what he beheld would have probably made him pass out from shock and fear. He was in a titanic cavern, its ceiling at least a hundred feet high. The large tunnel he had come from was just one of many leading from the cavern. In the chamber's centre, a great blazing brazier stood atop a large, smooth rock, its roaring flames so bright, they almost blinded him.

After blinking for a few seconds, Spike began to look at the rest of the room. There were about a half-dozen dragons of varying colours and sizes around it. Most were curled up, but a couple were looking at him quizzically.

Then he saw him.

He sat upon a crude throne hewn from the rock itself. This dragon was much larger than any he had ever seen. His black scales shone brilliantly in the brazier's light, the various scars all over his body readily apparent as Spike studied him more closely. There was no doubt. The dragon he beheld at was none other than Iniquitus, whose baleful gaze was fixed directly on him.

“You are not one of ours, little one,” boomed Iniquitus in a voice so deep, the walls themselves resonated with it. “What brings you to my sanctum?”

“I – that is, my friends – need your –”

Iniquitus unsheathed and inspected his claws. “She sent you, didn't she? I can recognize her abhorrent stench.” He took a great sniff and peered around the cavern. “She's close. It is clear to me that you are not here of your own volition. Choose your next words carefully, whelp, for they could be your last.”

“Something terrible has happened,” said Spike, completely unnerved by Iniquitus's sharp perception, and now the loud, methodical drumming of his claws on the arms of his throne. At this point, all of the other dragons looked on at Spike from all directions. “Princess Celestia... is dead, and now, Equestria is in big trouble!”

“Dead?” said Iniquitus, the slightest hints of surprise and amusement slipping into his tone. “How did this come to pass?”

“She was murdered,” continued Spike, staring at him defiantly. “I'm not sure if you know who I'm talking about, but the killer was her brother, Cosmo.”

Iniquitus snorted, expelling a large plume of smoke from his nostrils. “Brainwashed too, I see. I know full well the one of whom you speak has been deceased for over a millennium. It is as I feared: you are part of the stolen brood.”

Spike took a step back. “The... stolen brood?”

“Do not tell me you never wondered,” said Iniquitus in bitter amusement. “Eons ago, during the great war of dragon and equine, an entire clutch of eggs was filched by your beloved rulers. Now it seems they are raising dragons as slaves. You have a master, do you not, little one?”

Spike puffed out his tiny chest, refusing to stand down. “Twilight was never my mistress. She hatched me from my egg with magic when she was just a filly. She's been like family to me my whole life!”

Iniquitus snapped his fingers with the sound of a thunderclap before craning his neck forward, sneering at Spike. “How touching – you've even developed an attachment for your owner. Now, let us dispense with the history lesson. What business does she have with us? Why is she so pathetic as to use a pitiful slave dragon whelp as her mouthpiece?”

“I told you!” roared Spike. Before he could continue, a yellow dragon flew in from one of the side tunnels, his arms laden with enough gemstones to make Spike's mouth water. The feast was placed at Iniquitus's right side, and he began eating the gems like popcorn as Spike resumed speaking. “King Cosmo has returned, killing Princess Celestia and taking over Equestria!”

“I grow tired of your falsehood,” said Iniquitus lazily, waving an arm. “Take him.”

The red dragon closest to Spike grabbed him in one hand and carried him off down a tunnel. Before they had gone too far, they heard a command to halt from Iniquitus.

“She is not alone,” he said, “there is another. Stay where you are.”

The dragon holding Spike concealed himself behind an outcrop, but allowed both himself and Spike a good view of Iniquitus's chamber. A cloaked pony materialized in the centre of the room. He was clad completely in black, and his orange eyes glowed ominously from beneath his hood.

Unfazed, Iniquitus addressed the intruder. “A unicorn. No doubt another of her pawns. Let it be known, pony, that according to our ancient pact, any of your kin who enter this place does so at their own peril. State your business. My patience wears thin.”

“How quickly you forget a face,” said the unicorn in a voice that made Iniquitus's eyes widen. “I would have thought your memory was better than this.”

“You...”

“I see you begin to remember,” said the stranger, throwing his head back. The hood came off, revealing his mane, the bright orange and starry deep blue of it dazzling in the brazier's light. Spike's jaw dropped when he beheld it. “You, out of anyone, should know making assumptions is foolish.”

“How can you be alive?” Iniquitus's claws dug deep trenches in the arms of his throne. “Your siblings informed me of your demise long ago!”

King Cosmo laughed as his cloak dissipated into the air, creating a gust of wind so powerful it nearly blew out the brazier's flame. His wings spread wide. “You underestimate me, dragon. I am here to give you an opportunity. I would highly suggest you take it.”

* * *

“Get up! Get up!”

The words scarcely registered in Rarity's mind before she felt a sharp blow to the head. Her eyes shot wide open as she cried out in pain. Trixie's hovel slowly swam into focus. When the stars in her eyes and throbbing in her head began to fade, she saw the first rays of sunlight creep into the house. She had no idea how long she'd been asleep, but it had not felt like very long.

“What was that for?” snapped Rarity without bothering to look at Trixie.

“Get up!” she repeated. “Trixie has seen something. Follow her at once!”

Grumbling to herself, Rarity trudged after her, almost losing her balance several times as they walked. They made their way through the desolate main road of Alpine Heights. Not one of the quaint structures emitted any light from their windows as they plodded past, and the only sounds that reached her ears was the clattering of stones disturbed by their hoofsteps.

She was so busy scowling at Trixie, she didn't notice what lay in the distance until Trixie came to a halt at the end of the road. Directly below them, a narrow, winding trail, meandered down the mountain to the large dirt road below. Upon that western road leading to Los Pegasus were –

“Soldiers!” exclaimed Rarity, clapping her hooves to her muzzle.

“What is the meaning of this?” demanded Trixie.

Rarity glowered at her, spluttering for a few seconds. “Are you daft? This is the army I was telling you about! Look at their banners. These soldiers belong to King Cosmo!”

“But there's so many of them,” said Trixie, staring at the army tramping to the west.

Rarity shook her. “The banners! Look at the banners!”

Trixie squinted down for several minutes before she sharply inhaled. “Is that a comet? But the flag of Equestria is –”

“Princesses Celestia and Luna circling a sun and moon, yes,” said Rarity. “Cosmo's is a comet over top a sun and moon. They're marching toward Los Pegasus. They're going to take it over, and kill anypony who won't obey them.”

Trixie yelped and leapt behind Rarity. “You can't seriously expect Trixie to fight against that!”

“I don't, but Princess Luna does.”

“T-this isn't T-Trixie's fight!” she said, scrabbling backward.

Rarity rounded on her. “Not your fight? Cosmo will make it your fight. Why, he had all of Ponyville destroyed, just to try and get to my friends and I. If we don't do something – here and now – all of Equestria could suffer a similar fate! Luna needs you. We need you.”

“Cosmo will never find the Great and Powerful Trixie! Trixie fights for nopony!” she shouted as she galloped back toward her home.

“You get back here!” yelled Rarity, tearing after her.

They charged through the town, ignoring the commotion caused by their verbal scuffle. Trixie reached her house a good distance ahead of Rarity, and managed to enter and slam the door in her face before she caught up.

“Oh, it's going to be this way, is it?” panted Rarity.

After giving the shabby wooden board which served as the door a brief scrutinizing look, she turned around and kicked it as hard as she could. The brittle door snapped as it flew back into the home, electing a cry of alarm from Trixie. Taken aback by her own strength, Rarity surveyed her handiwork for a satisfied moment before storming inside.

“What's the big idea? Now Trixie has to spend all day making a new door!”

“Do you honestly believe you'll escape Cosmo?” seethed Rarity, standing over her and glaring. “Do you really think he'll just leave you alone? Cosmo is evil, Trixie. His sisters tried to kill him so many years ago for a reason. He won't rest until anypony and everypony in Equestria either serves him blindly or dies, if they defy him – you included!”

“But –”

Rarity struck a fragment of the door with her hoof, splitting it into yet more pieces. “You can make a difference. Join us, and help us defeat him once and for all! Somepony has to lead our unicorns against Cosmo's.”

“Why can't it be you?”

Rarity blinked. “Well, I've got an Element of Harmony, don't I? I imagine Princess Luna will want me at her side against – against... him.”

Trixie rose to her full height, meeting Rarity's eyes with her own violet stare. “The Great and Powerful Trixie is a show magician –”

“A highly successful one, I'm sure.”

“– and will not be involved in any sort of war. She will remain neutral. This 'King' Cosmo can –”

Rarity held up a hoof. “Wait, do you hear that?”

Both mares froze in place, their ears standing alert. The sound of their argument had scarcely faded before they heard loud voices coming from the village proper. The two of them tried to poke their heads out of the doorway at the same time, resulting in them shoving each other in an attempt to get the best view while remaining mostly hidden.

Trixie stopped fighting, and slumped to the ground, her hat drooping over her eyes. “Oh no...”

In the town centre stood at least two dozen soldiers, gathered around one of the standards of the King, which was planted firmly in the ground, the cloth bearing his insignia flapping gently in the morning breeze. Villagers slowly trickled into the street, escorted by yet more soldiers. Some of them were, at or approaching, various houses.

“I told you!” hissed Rarity. “These must be from the army marching toward Los Pegasus! They're trying to claim this town as well!”

Trixie didn't move.

Rarity couldn't hear what they were saying, but she could hazard a guess, judging by the fearful and subdued demeanor of the townsponies. Her eyes widened when she saw a pair of soldiers marching up the path toward the hovel, their spears lowered and their expressions grim.

“Oh dear...” said Rarity, her voice unnervingly calm.

Trixie tilted her hat back far enough to see the pair of approaching stallions. She let out what sounded like a mixture of a muffled scream and groan, and rolled back inside. Rarity followed suit, ducking back rather than rolling. They both cowered in the darkest corner of the hovel they could find, hoping they would remain unnoticed. Rarity's heart raced as she heard the tramping of two sets of hooves drawing closer. When it sounded like they were right outside the door, the hoofsteps stopped.

“In the name of his majesty, King Cosmo,” said one of the soldiers, “you two are to come out and gather in the town square with the others at once. Failure to comply will result in the use of extreme force.”

Rarity stood up, an unfamiliar flame blazing bright in her belly. She narrowed her eyes and took a couple of steps forward. “I have got a missive for your King.”

Before either soldier could react, she sent a hailstorm of loose stones and debris at them, making them shield their eyes. Taking advantage of their lowered defenses, she yanked the spears out of their grasps and impaled both upon their own weapons. The soldiers gurgled and collapsed, their armour clanking loudly.

“What in Equestria are you doing?” cried Trixie.

Rarity turned around and glared at her. “What I should have done earlier. What you should be doing now.”

She snuck out of the hovel, slinking down the path toward Alpine Heights, praying she would remain unnoticed. It looked like the majority of the town had been rounded up now. All of them were assembled into precise rows of twenty. There were about a few hundred townsponies in all. The entire group was surrounded by roughly a hundred soldiers.

An entire... Rarity thought, her face furrowed with concentration as she drew closer to the gathering, oh, I learned this in school years ago. A century? Is that it? She had reached the town now, and began to dart between the structures. So far, so good; nopony – soldier or otherwise – had given her so much as a glance. Finally, when she hid behind a few barrels next to a teal, two-story home, she was within earshot.

“– you have heard our ultimatum,” said a soldier who paced in front of the citizens. He looked to be the leader, judging by the golden plume of his helmet. “This village is to serve the King without question. Everypony capable of fighting will become part of his Majesty's army, effective immediately. All currency and supplies are to be brought with you and –”

“Princess Celestia is our ruler!”

“Who said that?” demanded the soldier. “Come forward. Now!”

A beige earth pony broke rank and strode to the front until he stood before the soldier defiantly. The soldier pawed the ground and expelled a puff of steam from his flared nostrils before lunging forward, running the earth pony through with his spear. Startled cries erupted from the crowd as the soldier firmly planted a hoof on the fallen earth pony and yanked the bloody spear from his corpse.

“Anypony who dares utter treasonous words such as those will be dealt with accordingly!” he shouted, his gaze boring into the crowd. “We will now take census. Anypony who disobeys our sovereign, King Cosmo, puts not only himself in danger, but his whole family as well.”

To his surprise, the crowd wasn't paying attention to his threats; their eyes were directed to his left. Cocking his head in confusion, he followed their gaze – just in time to see one of the barrels Rarity had been hiding behind hurtling toward his head. His mouth fell open a split second before the barrel hit him squarely, shattering into a shower of splinters. The soldier – his helmet horribly dented – staggered back and forth before his eyes rolled into the back of his head and he crumpled to the ground in a heap.

Hardly believing what she had done, Rarity gawked at the collapsed soldier. Everypony stared at her. The shocked silence lasted for several seconds before one of them yelled, “Kill her!”

The shout snapped her out of her stupor; without pausing to think, she turned tail and galloped back toward Trixie's hovel faster than she'd ever galloped in her life. She didn't dare look back, but judging from the pounding of hooves close behind her, it sounded like at least a couple dozen of them pursued her.

A burst of green energy whizzed past her, connecting with a nearby boulder and cracking it in half. She instinctively jumped to the right, and not a moment too soon; a pale purple beam singed the tip of her tail, and would've hit her squarely had she remained in place. Rarity did her best to erect a magical forcefield behind her.

Her efforts yielded some results. A feeble blue barrier materialized behind her, redirecting a pair of incoming blasts just enough to protect her. She was only a few seconds away from reaching the cover of Trixie's, hovel but she wasn't sure if her shield would be enough. A third shot from the pursing soldiers connected with the shield directly, shattering it. Rarity screamed and dove headfirst into the hovel, another pair of bolts sizzling past her.

“W-why did you lead them here?” shrieked Trixie. “You'll get Trixie killed as we–”

“Oh, shut up,” said Rarity.

“We know you're in there!” bellowed one of the soldiers. “Come out!”

Rarity peeked out and immediately wished she hadn't. The soldiers had formed a concave outside the door. Four of them cautiously advanced on the open door, spears at the ready. Rarity a deep breath, her horn shimmered, and a few planks of the hovel dislodged themselves and smashed into the soldiers, sending them sprawling.

“Don't just stand there!” shouted Rarity. “Do something! Or do you want to be a laughingstock for the rest of your life?”

As Rarity tried to grab more of the hovel, she found she was not alone; another magical force – substantially stronger than hers – assisted her. In a matter of seconds, the planks and loose stones that made up Trixie's miserable dwelling were whirling around them as if caught in a tornado. The unicorn soldiers launched bolts of energy at them, but the debris easily absorbed the shots.

“Now!” Rarity yelled, launching her debris at the soldiers.

Trixie nodded wordlessly and complied. The torrent of rock and lumber bashed the soldiers mercilessly, sundering armour, splintering spears, and cracking bone. A few of the soldiers dropped their weapons and fled back toward their comrades, leaving the rest to die. When the dust settled, most of the debris lay broken and useless among the bodies.

“Great, now what do we do?” demanded Trixie, pointing at the rest of the soldiers, who were marching toward them. “Got any more bright ideas?”

Rarity's knees shook. “I – um – I – err...”

They remained frozen in place, left with nothing but their depleted magic to defend themselves. As the soldiers drew nearer, they broke rank. Rarity's horrified expression transformed into a wild grin when she saw why. What looked like most of the ponies of Alpine Heights – left completely unattended by the army – had charged up from behind and were now upon them.

A vein pulsed in Rarity's temple as she gathered the last of her strength to envelop her horn with magic, enhancing its length. When she was satisfied with her effort, she charged into the thick of the combat, Trixie following close behind. The combat was a disorienting flurry of attacks to her. She spent all of her concentration on slashing at soldiers with her horn, dodging their hooves and spears, and taking care not to attack her allies.

While the combat only lasted a couple of minutes, it felt like several hours. The soldiers, outnumbered at least six to one and disorganized, fell quickly to the furious, desperate attacks of the free ponies. Once they realized the battle was lost, they dropped their spears – some tossed their plumed helmets on the ground – and ran, a hail of jeers and rocks chasing them back down the path from whence they came.

Everypony turned to Rarity and Trixie and cheered.

“You two saved us!”

“How can we ever repay you?”

“Who were they?”

When they quieted down – and Rarity had time to collect her thoughts – she began to explain, starting with conformation that King Cosmo was real and he had indeed taken over Canterlot. Everypony exchanged worried looks and whispers when she finished.

“So, what say you?” said Rarity, waving a hoof at them. “It's too late to do anything about Los Pegasus, but I'm sure Princess Luna would be eternally grateful if you sided with us instead of him.”

“Lady,” said a middle-aged red stallion, “if what we saw today is any indication, Princess Luna sounds like a much better alternative. You risked your life to save us. If you hadn't distracted all of those soldiers, we'd have never been able to get the jump on them. Of course we'll fight.”

The crowd roared with approval. Turning to Trixie, Rarity gave her a sharp look. “And what about you? Will you hide, or will you lead our unicorns into battle?”

“You destroyed Trixie's home!”

“They destroyed my town!” countered Rarity.

Trixie hesitated. “Will – will there be a reward for doing this?”

“I'd imagine so, for somepony brave enough to undertake such a dangerous task,” said Rarity, trying to put as much allure into her voice as she could.

“I suppose whatever Trixie gets out of it, it'll be better than...” she looked back at what remained of her house “... that. Fine. Trixie will fight.”

* * *

“You have my attention,” said Iniquitus, the other dragons in the chamber climbing to their feet and baring their fangs at Cosmo as he spoke.

“Despite the demise of my sister, Celestia, Luna is no doubt creating a resistance movement in an attempt to usurp me again,” said Cosmo. “Aid me in crushing her and her pathetic rebellion, and your reward will be most handsome.”

“I have everything I could want,” said Iniquitus, gesturing around the chamber. “My brood, my gems. I see no need to concern myself with the trifles of ponies.”

The King's face bore a malicious grin. “Even the remnants of the lost clutch?”

“Now I know you are trying to play me for a fool,” spat Iniquitus. “Begone while I'm feeling merciful.”

“You forget whom you address,” said Cosmo, narrowing his eyes as sparks crackled on the tip of his horn. “Now, join me or face the consequences.”

Iniquitus roared before belching a great jet of flame toward Cosmo, the fire engulfing him completely. Cosmo laughed as the smoke cleared. Not a single hair on him was singed by the attack. He fired back with a surge of lightning bolts, but Iniquitus reached out and placed a hand in front of the energy, absorbing it into his palm before balling it into a fist.

Iniquitus got up from his throne and unsheathed his massive claws, each nearly as large as Cosmo himself. Cosmo, undeterred from this show of force, flew into the air and dove at Iniquitus at near-blinding speed, slamming into his chest with enough force to make him stagger backward and cry out in pain. Cosmo's horn left a fresh wound on his right breast, a trail of blood running down his it. Cosmo landed nimbly a safe distance away from Iniquitus.

A purple dragon close to Cosmo leapt at him. He smirked, and without looking at the new combatant, created a large shield that blocked the behemoth and forced him back. The dazed dragon attempted to shake off the unexpected reprisal, but before he knew what had happened, the shield transformed into a greatsword and swiped at him. He had no time to mount a defense; its slash connected directly with his neck, decapitating the mighty beast. His torso fell to the cavern floor with a loud thump.

The remaining four dragons howled in fury and attacked Cosmo from all sides. With his great speed, he avoided their large, more cumbersome attacks, and weaved through their defenses, striking in any opening he could find with varying degrees of success. Iniquitus looked on in mounting fury, clutching his bleeding chest, as he saw his brethren slowly, but surely, being picked apart by the King.

A green dragon collapsed from a series of various wounds, each following the other in rapid succession, most on vital parts of his body. Cosmo sliced a blue dragon's arm off, punctured one of his wings by diving straight through it, and severed the ligaments in the back of his right leg, making him collapse and writhe in agony.

“Enough! Back!” said Iniquitus. “Leave him to me!”

Cosmo grinned wickedly at him. “So, you still choose death over my friendship? And I thought your kind were supposed to be wise.”

“I will never side with you or your kind, murderer!” Iniquitus's tail swung savagely into the arm of his throne, splintering the rock.

“Look at you now,” said Cosmo in a patronizing voice. “A mighty dragon lord, so long ago young and brazen enough to invade my kingdom, now reduced to a broken old fool, only a shadow of his former self. Killing you will be an act of mercy.”

Infuriated, Iniquitus renewed his assault upon him, slashing furiously, trying to catch Cosmo with his mouth, and shooting plumes of flame at where he predicted his enemy would be, but the King was too quick for him.

A flash of darkness snuffed out the brazier's flame, plunging the room into pitch darkness. A moment later, a blue glow sped toward Cosmo, who managed to react just in time. It was Luna, her horn aglow, locked with Cosmo's, which also glowed with his trademark colours.

“Quickly, now, together!” Luna yelled at Iniquitus.

The moment he recovered from his shock, Iniquitus lunged at Cosmo. Both he and Luna were upon Cosmo in a flurry of blows, Luna weaving between his attacks to both strike at her brother, and to avoid getting hit herself. Cosmo was now quickly losing ground. While he was able to avoid Iniquitus's attacks and turn aside his fire breath with magic easily enough, the added complexity of having to fight his last surviving sibling head-on under the cover of darkness was proving too much.

Cosmo leapt away from his adversaries, his back to one of the tunnels. “It's been a pleasure seeing you again after so long, little sister, but we will finish this on my terms.” With that, he was gone, bolting down the tunnel as fast as his wings would carry him.

Iniquitus reignited the brazier with a jet of flame. The remaining dragons, including the one holding Spike, ran into the chamber, coming to their patriarch's side.

“So... it was true... all of it,” said Iniquitus, looking down at Spike.

Spike nodded at the elder dragon, still partially in shock after witnessing such a terrifying display of power from King Cosmo. “That was him... I can't believe he's so powerful.”

Luna turned to Iniquitus, offering him a formal bow. “What say you, o mighty dragon? Will you aid us in our plight? My brother threatens not only everypony in Equestria, but every living thing.”

“Indubitably,” rumbled Iniquitus, “the threat is far greater than I had initially anticipated. You have my allegiance, if my terms are met.”

“And those terms are?” Her voice was filled not with contempt or impatience, but genuine respect.

“We are to be treated as equals,” said Iniquitus, lowering his head to Luna's level. “The remainder of the lost clutch is to be returned, if it still exists.”

“You have my word, mighty one,” said Luna, touching a hoof to her chest. “I promise when this is over, your conditions will be met. You and your brood will be welcome in Equestria as long as they come in peace.”

“Very well.” Iniquitus bowed his head. “I cannot guarantee the entirety of my brood's allegiance; Cosmo is no doubt spreading his lies amongst the others, and I fear I cannot hold sway over them all.”

“Be that as it may,” said Luna grimly. “I am grateful for your support in this fight, for if you were to have sided with my brother instead, any war effort against him would be useless.”

“Indeed,” said Iniquitus before turning to Spike. “Now, little one. What is your decision? Under the terms of this new pact, you will be free from your life of servitude. Do you wish to live amongst your own kind, as you rightfully should?”

Spike shook his head. “Nah, that boat's sailed. My place is with Twilight. See, King Cosmo has done something to her. He's made her into somepony she's not. She may not be my mother, but she's family to me. I'm going to help save her, and go back to being her assistant, and her friend.”

“Your loyalty is most admirable,” said Iniquitus. “I must impress upon you one final time that you are a free dragon now.”

“I've always been free,” said Spike. “I may have been captured and owned once, but I wasn't even born then. I've since made my own choices, and I wouldn't have it any other way.”

* * *

“Huh, morning already?” mumbled a delirious Pinkie Pie.

She got up and blinked to make sure her eyes were open. It was still pitch black out, but the crickets in the forest overshadowed by the Unicorn Mountain Range wasn't the only thing she heard. Nearby hoofsteps had awoken her. She sprang to her hooves and strained every sense she had. She couldn't explain it, but she knew something was wrong.

Slinking along the forest floor, Pinkie followed the hoofsteps as closely as she dared. When they broke away from the main campsite, their pace quickened, and she found herself almost galloping to keep up as they crashed through the thicket. It sounded like two heavyset ponies were in front of her. She hadn't the foggiest idea where they were leading her, but she followed nonetheless.

The two ponies slowed their pace to a stealthy crawl, and Pinkie barely managed to match it in time to avoid giving herself away. She dropped to her belly and crawled forward until she found her head poking between a couple of bushes. Before her was a secluded glen she remembered passing by, shortly before the refugees set up camp for the night. She narrowed her eyes. There were three figures in the glen.

Pinkie recalled Zecora opting to take to the quiet and tranquility of the glen instead of the grove where the rest of the refugees slept; she was there, slumbering under a blanket of leaves, bathed in pale moonlight. The two ponies Pinkie had been following were creeping up on her. She couldn't tell who they were, but they appeared to be a pair of large stallions. They were soundlessly approaching the sleeping zebra. Frozen with curiosity, she watched them for nearly two full minutes before they came to a stop over Zecora. Nodding to one another, they both raised their forehooves up high.

“ZECORA, LOOK OUT!” screamed Pinkie at the top of her lungs, her vocal cords straining.

Zecora darted to the right a moment before the stallions brought their hooves hard to the ground where her head had just been. Zecora spun around to face her attackers before she bolted into the trees – past where Pinkie stood – and charged toward the campground. The two stallions roared and charged after both of them. Hot on Zecora's heels, Pinkie followed her with reckless abandon, cutting herself in many places on intervening branches and brambles.

Before she could reach the relative safety of the camp, a sharp blow to the head sent Pinkie crashing into a tree. One of the stallions advanced on her, while his accomplice ignored her and chased Zecora deeper into the woods. The stallion advanced on her, drawing close enough so she could finally see his face.

“Jim Beam?” cried Pinkie, rubbing the bump on her head.

“At first, we were only here for the dirty zebra,” said Jim – Pinkie barely managed to make out what he was saying on account of her badly ringing ears – “but you're next on our list. You saved us a night's work... Goodbye...”

He prepared himself to deliver a fatal blow, but before he could, a couple of ponies blindsided him, tackling him to the ground. Pinkie scrabbled to her hooves, accidentally showering him with dirt, and fled back toward the campsite, which now rang with cries of alarm and shouts. When she reached it, she found Vigilance tangled up with a bunch of refugees, failing his limbs wildly.

“Stop! Stop!” shrieked Pinkie, trying to pull the Ponyvillians off him. “Let's talk this over!”

Vigilance grinned wickedly at her. His eyes met hers, and to her surprise, they were not purple, but sported a familiar blood red haze. Her jaw dropped. Before she could utter a peep, he struck her in the muzzle with a forehoof, drawing a stream of blood. Pinkie staggered backward, clutching her face as she saw Jim rolling into the grove, locked in combat with the two ponies who had saved her moments ago. The refugees' overwhelming numbers against two stallions ensured that the struggle only lasted a few seconds.

“This isn't over,” chuckled Vigilance, who was pinned to the ground by a half-dozen ponies and coughed up blood. “My King will have your heads – all of them! Stopping us only bought you a few more days. Better to meet death by our hooves than meet his wrath, I say.”

Anything else Vigilance might have said was cut off by a series of blows. Everypony close to the fallen stallions kicked them as hard as they could, until both lay in broken, lifeless heaps, the ground around them stained with blood. Everypony stood up and looked at each other, exchanging shocked looks. Nopony spoke as they formed a circle around Pinkie and the bodies.

“What manner of evil is this,” said Zecora, stepping into the centre of the crude circle, “that has caused such a near miss?”

“Mind control,” said Pinkie, a hoof still clutched to her bleeding muzzle, “mind control is what did it. Those two... they were under the same spell I was when – when – I...”

“Then let's do the same to her, just to be safe!” roared Stardancer, a pink pegasus mare, rounding on Pinkie.

“What?” yelled Pinkie. “Twilight freed me! I'd never –”

“How can you be so sure?” said Stardancer, advancing on Pinkie, her wings unfurled. “You had no idea what you were doing until you did the deed, didn't you? Who's to say you aren't one of his agents, waiting to murder us in our sleep?”

“But I was freed!” wailed Pinkie as other Ponyvillians advanced on her. “Cosmo didn't get me again! He – he must've got those two when he was locked up in the Ponyville clock tower! They were guarding him alone, weren't they?”

The pegasus now stood a few feet in front of Pinkie, whose limbs were now firmly held in place by six ponies. “How can you guarantee you haven't been controlled again? How do we know Rainbow Dash wasn't your last victim?”

Pinkie shut her eyes and turned her head, as if it would somehow distance her from her aggressors. “I can't – I wouldn't – not after – never –”

“Look at me!” shouted Stardancer. “Answer the questions! Are you a threat?”

Zecora stepped in between Pinkie and Stardancer. “Everypony, please be quiet and calm down. Pinkie is no foe, and will do deeds of great renown.”

“You don't know what it's like,” whispered Pinkie, quivering. “To lose control. You – you just have blank spots in your memory. You do things – terrible things – without even knowing it. Ever since Twilight freed me from his spell, I've begun to realize how it worked. I Pinkie Promise he didn't get me again. I think I'd know if he tried... somehow...”

The ponies holding her down exchanged glances.

“I think this sort of infight,” said Zecora, her voice quavering, “would cause Cosmo great delight.”

“What she said,” pressed Pinkie. “We have to stop this.”

“But – but how do we know there aren't more of his slaves, just waiting to strike?” said Stardancer, her voice lacking much of its previous edge.

“Then we take it as it comes,” said Pinkie, able to sit up now that the others had loosened their grips on her. Tears began to well in her eyes. “We have to keep going, even if half of us are unknowingly under his control.”

“Fear, control, oppression, might, and deceit,” said Zecora, casting her gaze at everypony gathered around her in turn, “are all tools Cosmo uses to engineer our defeat.”

Pinkie – now free of the grasps of the others – buried her face in her hooves and began sobbing profusely. “We – can't – let – him – win,” she choked. “Everypony he made me kill – Dashie – those two – all victims. It won't stop until we beat him – for good.”

Stardancer slumped back, staring blankly into space. “But how do we fight somepony like that? He can use us against ourselves... how do we have any chance?”

“Because,” said Pinkie, straightening up, “we have one thing King Cosmo will never have. Look at what he's done to us – our family, our friends. And for what? Just to be big and mean and get his way and make everypony else hurt. We have something worth fighting for: putting things back the way they used to be.”

Tears began to roll down Stardancer's face as she hugged Pinkie, crying into her shoulder. A dull rumble grew into thunder as everypony began to stamp their hooves. Some chanted, “Down with Cosmo!” Everypony soon adopted the chant, until it rose to a din that felt like it shook the trees. The storm of hope surged through Pinkie as it swept her and everypony else away in its hurricane.

Pinkie smiled.

Chapter XVI - The Desert Fox

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Chapter XVI
The Desert Fox
===============

Applejack was awoken by something large and heavy colliding with her head. She swore under her breath as she rubbed the lump that had just formed. She blinked, trying to adjust her eyes to the near-total darkness of the luggage car she had stowed away in. On account of the closed blinds, she couldn't tell whether it was day or night, morning or afternoon. By the look of things, a particularly nasty bump on the train tracks had dislodged a hefty suitcase.

“How much farther?” she mumbled to herself.

She spent the next few minutes blundering around, hoping the sounds she made crashing through the luggage wouldn't alert the whole train to her presence. Sneaking aboard hadn't been easy. She had a tough time convincing a few of the surviving Ponyville cows to block the southbound railroad track, forcing the next Canterlot-to-Appleloosa train to stop. Laying in wait behind a thicket, had she snuck aboard the rearmost car in the ensuing chaos.

“I know it ain't safe,” she continued, groping for the door handle, “but I've gotta go have a poke around. I can't just let this here train roll into Appleloosa. Okay, Applejack, think. You've gotta stop this here train once it gets closer to Appleloosa, beat the soldiers there, and warn everypony. The question is: how? Ah well, I've never been one for plans; that's what Twi always did. Things will work out... somehow.”

Her hoof finally found the handle. With a soft click, the car door opened. She gasped as early morning light came flooding into it, momentarily blinding her. When her vision cleared, she a sighed with relief. This passenger car appeared deserted. She took a few cautious steps forward and glanced out of a nearby window. All she could see was rocks and cacti.

I reckon it'll be a good few hours until Appleloosa yet, she thought, continuing her advance. Peering into the passenger rooms, she found an assortment of beleaguered-looking ponies within, most of them still asleep. What's wrong with them? she wondered, drawing closer to the steam engine. If I can break enough things up front, that should delay the soldiers. If that don't work, I can outrace 'em easy. Their heavy armour ain't no match for Ponyville's best athlete! She had passed through another two or three cars before she heard commotion up ahead. Keeping her head down, she crept forward until she reached an open compartment.

“Thought you could escape, did you?”

The stern voice made Applejack's heart leap into her throat. Her panic was short-lived once she realized the voice was not directed at her.

“P-please s-s-sir,” stammered another passenger, “w-we aren't avoiding service within the King's army!”

“That's not what it looks like from where I'm standing,” said the first voice. “You're just the same as everypony else on this train: holed up in here with your family, fleeing from Canterlot. The King won't stand for it!”

Applejack dared to risk a peek into the compartment. A tousle-maned unicorn stallion, his once-fine clothes now filthy, quivered on the floor at the hooves of a trio of Cosmo's soldiers. Their spears pointed directly at him. At a second glance, she saw a pair of fillies sobbing quietly behind a mare in the back corner.

“O-of course n-not! I g-gladly pledge myself to the K-King!”

“Not so fast!” said the soldier. “By attempting to flee the inescapable will of King Cosmo, you have committed an act of treason! Answering the sacred call to arms may spare your life, but punishment will be exacted. These foals – are they yours? I think one of them would serve as a prime example, wouldn't you think, boys?”

The other two soldiers gave heartless chuckles.

“No! Not my fillies!” said the mare, her advance stopped by a spear tip pricking her throat. “Take me instead! They've done nothing wrong!”

“Oh, but I disagree!” said the soldier, advancing on the cowering mare.

“Please! Spare their lives! I'll serve the King until my dying breath!” blubbered the unicorn, clutching desperately at the soldier's hooves.

“Don't touch me, swine!” said the soldier, kicking him in the muzzle with a sharp crack. “The King, in his infinite wisdom, has decreed that disloyalty runs in families. I am doing him a great service by wiping it out in the next generation before they take after their father in betrayal!”

He lowered his spear and prepared to strike. Her heart racing, Applejack let out a wild yell before aiming a flying kick at the soldier's head. It connected with a loud clang, sending him crashing into the wall, a large dent now adorning his helmet. The other two soldiers regarded Applejack with bewildered expressions as she grabbed the first soldier's fallen spear in her teeth and thrust it at one of them. In the narrow compartment, he didn't manage to dodge in time; it pierced his chest. He gurgled and fell to the floor, trying in vain to dislodge it.

The last remaining soldier lunged at Applejack, but she rolled backward before his spear struck home, instead sticking itself firmly in the floor. Unable to free his spear in time, the soldier aimed a hoof at her. She sidestepped and hit him squarely in the jaw with a right hook of her own, snapping his head to the side.

“Teach you to pick on defenseless fillies!” she said, pummeling the stunned soldier.

Her blows were so powerful, each one left a sizable dent in the soldier's armour. Grunting, she aimed one last kick at her opponent's throat, the blow crushing his windpipe with ease. She looked up at the last soldier, who was badly trying to play dead – his armour clanked audibly from how much he shook. Without any hesitation, she finished him like she had his comrade.

“Y-you saved us!” cried the mare, hugging Applejack fiercely. “You saved my fillies!”

“Ah, it was nothin',” said Applejack. “I couldn't just stand there and let 'em do that to ya, could I?”

“But... what you did makes you just as dead as we are,” said the unicorn, hugging his fillies. “If the King or the other soldiers on board find out...”

“It don't matter to me,” said Applejack matter-of-factly. “The name's Applejack. I'm the Element of Honesty. Cosmo already wants me dead anyhow.”

“What's your plan, then?” he asked, wide-eyed. “Can we help?”

“You'd best sit tight. I'm gonna stop this train from reaching Appleloosa. Once I've done that, I'm makin' a break for it. With any luck, I'll get there before they do, and we can beat 'em with the help of the Appleloosans.”

Releasing her, the mare nodded. “Please be careful, and thank you!”

Applejack and tipped her hat darted out of the compartment. She heard shouts from both in front and behind her, accompanied by the clanging of doors. All pretenses of stealth long forgotten, she galloped forward, hoping nopony would leap out of a compartment beside her as she charged past. As she neared the next car door, she almost ran headlong into a pair of lowered spears. The soldiers advanced on her from the open door.

Spinning around, she tried to retrace her steps, but found her way blocked by more soldiers. With nowhere else to run, she frantically looked around until she saw a side door. Rushing toward it, she kicked it open. Spotting a set of rungs nearby on the outside of the train, she jumped, grabbing onto them with one hoof while holding onto her hat with another. She scurried up the ladder until she stood on the train roof.

Four cars separated her from the steam engine. She leaned back, galvanizing herself for one last desperate charge. Maybe if I can unbolt the front car from the engine, I can just strand 'em and ride it into Appleloosa! She exhaled and propelled herself forward as quick as her legs would carry her. She hopped the gap between cars, but before she made it to the second one, soldiers began to flood the roof from both sides.

“The King will be most pleased!” shouted one of them. “The head of an Element-bearer will go nicely with Appleloosa's allegiance!”

Soldiers were now climbing up the sides of the car Applejack stood on. In a few seconds, she would be completely surrounded. She narrowed her eyes and rushed at a pair of soldiers to her left, aiming swift kicks at their chests. While the faster blows lacked the power of well-aimed ones, they proved strong enough to send her adversaries flying off the train, and crashing to earth.

The remaining soldiers formed a tight wall in front of her, trying to bully her off the train or impale her on their spears as yet more soldiers spilled onto the roof behind them. With her back to the edge of the train and a half-dozen soldiers in front of her, she barreled forward. The soldiers, not caught unawares by her sudden movement, immediately aimed thrusts at her. Undeterred, she ducked and sidestepped several strikes, crying out in pain as one of them grazed her flank, drawing blood. She took out the offending soldier with a headbutt, shattering his muzzle.

After kicking three more soldiers off the train, she leapt over a pair of them, making it onto the next car. Glancing behind her, she estimated about thirty soldiers were atop the roof. Her mane flapped wildly in the wind as she squinted at her destination. The two full cars between her and the steam engine seemed miles long. Galloping toward the next gap between cars, she prepared to leap as she had before, but barely managed to stop herself in time.

Three soldiers stood on the other side, their spears raised. Had Applejack jumped, she would have skewered herself upon them. Yet more soldiers climbed up the car to either side of her, surrounding her once again. With her only escape route denied, she was left with no choice but to fight. Barreling into the thick of them, she became a whirlwind of flying hooves.

Heavily armoured and relatively untrained, none of the conscripts could land a direct hit on her with their spears, often hitting their allies instead. She fought with a desperation and ferocity she did not know she possessed. Soldier after soldier fell in a flurry of bites, jabs, hoof sweeps, and kicks mighty enough to crack large trees.

The narrow confines of the bumpy train roof worked to Applejack's advantage, preventing her foes from bringing their full numbers to bear on her. Drenched with blood and sweat, she backed off, breathing heavily. At least fifty soldiers still remained, and seemed undeterred by the deaths of their comrades. Hopelessness began to overtake her. For every one she felled, another took his place. They began to close in on her. She knew she did not have strength enough to fend them off again.

As the soldiers prepared to strike, a screeching howl drew everypony's attention. Applejack's head snapped to where it came from, and her mouth fell open. Over a hundred foxes were pelted across the arid wasteland, directly toward the train. The soldiers whirled around and stared at their unknown assailants. The foxes snarled and bayed as they drew closer, gnashing their teeth. They covered the distance between themselves and the train like a grey blur.

“Who dares?” one of the soldiers challenged. “This train belongs to his majesty!”

One of the foxes paused, the sun gleaming off the goggles over his eyes. A black peaked cap was nestled between his ears. He stood on his hind legs and raised a paw. He waited briefly before lowering it, pointing directly at the train. The foxes surged toward it, swarming up the train's side.

Finding themselves outnumbered, the soldiers turned their full attention to their mysterious assailants. The foxes were upon them in seconds, rushing up the train as well as hopping inside of the car's open doors. Full of renewed hope, she summoned her last reserves of strength. Applejack attacked the distracted soldiers with reckless abandon. Her hopes were short-lived; while the foxes slaughtered Cosmo's soldiers with terrifying efficiency, rushed at her with equal ferocity.

Her strength dwindling with each blow, she struck at anything that moved, fox and soldier alike. Unarmed and lacking hooves with which to bludgeon their foes, the foxes instead relied on their agility and sharp teeth to get the job done. Her breathing ragged, she aimed a blow at the head of a fox. It hit home, shattering its jaw. It yelped and collapsed on top of her. Though the fox was smaller than her, she was too exhausted to support its weight in addition to her own. She and her foe tumbled off the train, smashing into the earth below.

* * *

“I still can't believe it.”

“The entire train!”

“How many bodies d'ya think there are?”

“Lost count at sixty-two.”

The voices swam around in Applejack's throbbing head. Her eyelids felt like they weighed a ton each. Every part of her body ached, and the stench of death was not helping in her resuscitation. She twitched slightly, uttering a low groan.

“Look here, Braeburn! This one's alive!”

“A fox?” said Braeburn.

She could hear the loud tramping of several sets of hooves around her.

“No, it's a mare! In bad shape, too, by the looks of it.”

“T-that's Applejack!” said Braeburn. “Applejack! Applejack! You okay?”

“Braeburn?” she mumbled as he shook her vigourously, her eyes fluttering open.

Braeburn flinched at the corpse-strewn track before returning his gaze to his cousin. “What brings ya out this far, cuz?”

The scene before her swam into focus. Roughly a dozen Appleloosans surrounded her. She thought she saw the smoke from the trainwreck a few miles to the south. She groped around until her hooves found her hat. She put it back on, adjusting it as best she could before she spoke.

“Looking for you,” she said, propping herself up on her flank with her forehooves. “It's a long story. Who in the hay were those foxes?”

“It's a long story,” said Braeburn bitterly. “We'll catch up back in Appleloosa. It ain't safe here, not with those foxes around.”

“I – I don't think I can walk.”

“Don't worry, AJ, we'll carry you. Try to get some rest; it's a few hours' trot to Appleloosa.”

Giving Braeburn a half-hearted hug, she allowed herself to slip once again into unconsciousness.

* * *

The rain pelted down the Desert Fox's goggles and a cruel grin twisted his muzzle. He raised a muddy paw, prompting four hundred bloodthirsty foxes to form a wide concave in front of the buffalo village before them. Not even the sudden outbreak of this storm could dampen their spirits. They had left the train a mangled wreck and nopony alive, including the soldiers – who were no doubt Canterlot's reinforcements for the beleaguered Appleloosans.

He looked around. There were no signs that the buffalo were alerted to their presence. Of course there weren't. The Desert Fox knew the tribe was on patrol, searching for him in vain. The rain only delayed their progress – and return – leaving their village virtually unprotected. He allowed himself a sharp laugh.

“Sir,” said a fox to his left, “the troops are ready. We are prepared to strike on your command.”

“Excellent,” said the Desert Fox, his snout twitching. “The end of this war draws near. I cannot smell more than a few dozen of them; clearly only their old and young were left behind.”

“Soon these lands will be ours!” said the fox, gnashing his teeth.

The Desert Fox turned to face the troops, and a thunderbolt threw the wicked scar on the right side of his face into sharp relief. “My troops!” he barked. “This marks the beginning of our retribution at last! The transgressions of the buffalo have gone unpunished for too long! They stole our land long ago!”

The army barked, the sound barely audible over the thunder.

“They made our kind live in disgrace and poverty!”

“Today, we will make them pay for centuries of pain and humiliation! Let not a buffalo survive, or any Appleloosan who sides with them!”

More barks and howls accompanied his words. With his army in a frenzy, the Desert Fox signaled the charge with his right paw. The baying foxes surged forward in a grey tide, sweeping across the barrens toward the buffalo camp. Their howling had alerted the buffalo to their presence, but they didn't care. The foxes had nearly reached the camp by the time the buffalo formed a group outside their tents.

The Desert Fox's estimation of their strength was correct; only about sixty buffalo gathered to oppose him. The foxes were upon them in seconds. It marked the first time the foxes had engaged them in open combat, something the buffalo had sorely desired, but the foxes held an insurmountable advantage. None of the buffalo possessed the great size or strength the foxes feared. Many were either too old and frail to pose much of a threat to the foxes, or were not yet mature enough to fight.

Like vultures to carrion, the foxes leapt atop each of the larger buffalo in squads, biting and scratching wildly until their frail prey fell, one by one. The younger buffalo were not so lucky. Those brave enough to make a stand fell the fastest, usually requiring only one fox to slay instead of the half-dozen to topple their larger kin. The massacre ended as suddenly as it started, with not a single buffalo surviving the blitzkrieg assault of the foxes, who had suffered minimal casualties.

The Desert Fox stood in the heart of the tribe's village, and grinned at the mangled corpses littering the earth. “Do not burn it!” he yelled, prompting a fox next to one of the larger teepees to drop a blazing torch into the mud. “We must scour the village for information before we destroy it!”

Foxes immediately began entering each of the teepees while the Desert Fox remained in the centre of the chaos, occasionally barking orders. It wasn't long before one of the foxes yelled, “Sir, in here!” Giving his troops a final glance, he strode toward the largest and most grand of the dwellings. The fox who had summoned him stood a foot from the entrance on his hind legs, his tail wagging furiously. He clutched a huge map bearing many complicated markings in his mouth.

The Desert Fox's eyes widened as he inspected the map. “Give it here!” – he snatched the map from the fox's jaw and threw it on the floor – “Yes... yes! I can't believe it! It's here – all of it. This is the buffalo and Appleloosan strategy for replenishing their food stores! So, it seems they're devoting most of their resources to harvesting and transporting vast quantities of apples tomorrow night.”

He began pacing around the map, the gears in his head rapidly churning. “Yes, of course. The last time they tried to harvest food, we punished them severely for it. With the help of the buffalo, they will certainly protect their harvest. They should realize by now I can smell them from miles away! Their patrols will do nothing! Appleloosa will be practically undefended!”

The Desert Fox bounded outside, brandishing the map in one of his paws. He howled triumphantly and his foxes rushed from the teepees. Once he gave the signal, the foxes clamoured amongst themselves to fetch burning material. In spite of the storm, it took them only a matter of minutes to set the whole village ablaze, the fires inflicting enough damage to level the simple structures before the rain could douse them. Howling and yammering with victory, the foxes left virtually nothing behind as they made their way toward the desert to the southwest.

The scorched remains of a teepee stirred. A mud-caked Little Strongheart emerged from the wreckage, and her eyes filled with tears as she took in the destruction before her.

“Why was I spared?” she whispered. “How did they not notice me if he can smell us from so far away?”

A strange look appeared on her face. She scraped up a hoof-full of mud before slapping it all over the exposed places of her coat. Satisfied, she nodded to herself before charging toward Appleloosa as quickly as her legs would carry her.

* * *

Applejack awoke in a small wooden room lined with beds. Through one of the windows, she could make out some familiar buildings. Rain pelted relentlessly against the glass. Looking around, she saw Braeburn standing next to her bed.

“Feelin' better?” he said, hugging her.

“Who – who were those foxes?”

Braeburn's face hardened as he released her. “They've been attackin' us for weeks. Did ya see one of 'em wearing a black hat? And goggles?”

Applejack nodded and propped herself up against the back of the bed, clutching the covers tightly around her. She was still very cold; it felt as if the rain had pierced her skin while she slept en route to Appleloosa.

“They call him the Desert Fox,” said Braeburn. “Him and his band of foxes have been attackin' us for weeks.”

“Ain't y'all still friends with the buffalo?” said Applejack pensively. “There were what, a few hundred of them foxes? If you and them teamed up, you'd have 'em licked!”

Braeburn shook his head. “It ain't like that, cuz. While there may be over a thousand of us and a few hundred buffalo, somethin' tells me he's hidin' his true numbers. He's a slippery one, that Desert Fox. Like tryin' to catch smoke on the wind. Somehow, he's always everywhere we ain't. We were out on patrol, searching for him, when we found you. I don't know how he does it. So, what brings you out this way? I didn't think any of our messages got out!”

“Actually, I came lookin' for help, but I see that y'all have yer hooves full with this Desert Fox character,” said Applejack, leaning forward. “It only gets worse. Way worse.”

“What do you mean?” said Braeburn, raising a hoof to his muzzle.

“You saw Canterlot soldiers from the train, right?”

“Yeah?”

“They ain't ours. They were coming to conquer Appleloosa – or worse.”

Braeburn took a step back. “What makes ya say that?”

Applejack looked away from him, staring at a stain on the floor. “Ponyville... it's been destroyed by those soldiers.”

“What?” shouted Braeburn, striking the floor. “You don't mean that. There's no way the Princess would allow –”

“Princess Celestia is dead,” said Applejack hollowly.

“Dead?” repeated Braeburn in hushed tones.

“Dead,” said Applejack again, shivering. “Princess Luna ain't in charge up there, either. I know this don't sound right, but believe me, it's true, every word. The Princesses have a brother, named Cosmo. He ain't so nice like his sisters. They tried to kill him way back when he tried to wipe out the zebras. Turns out they didn't quite finish him off, and now he's back.”

She glanced over at Braeburn, whose jaw hung open as he stared blankly at her. “He's the pony who ordered those soldiers to take over Appleloosa and burn Ponyville,” she continued, “Calls himself King, too. He murdered Princess Celestia. He wants everypony who uses an Element of Harmony dead – that's me – and his sister. Nopony is safe unless they fight on his side. I came to ask for yer help. Princess Luna needs you – I need you – to help put Cosmo down, for good.”

It was a few minutes before Braeburn snapped out of his stupor. He mumbled a few incoherent words before he finally managed to say, “I'd better get the Sheriff,” and ambled outside into the downpour without bothering to close the door.

Applejack didn't have much time to mull things over before she saw Braeburn return, Sheriff Silverstar at his side. Silverstar burst through the open door, his mustache drooping from the rain. But he looked no less formidable than he always did.

“Braeburn's been telling me you're in a situation similar to ours,” said Silverstar, wringing his soaked hat.

“Worse,” said Applejack. “You've gotta help us!”

Silverstar put his hat back on and shook his head. “Not while the Desert Fox threatens us.”

“But Cosmo burned Ponyville!”

“The same thing will happen to Appleloosa if we gallop off to fight him,” said Silverstar, narrowing his eyes. “If what Braeburn told me is true about this King Cosmo character, then I'd be more than happy to pledge myself and anypony willing to follow me, to Princess Luna. You helped us settle our differences with the buffalo. We'll help you – as soon as we get rid of the Desert Fox.”

Applejack leapt out of bed and grabbed her hat, which hung on one of the bedposts. “Then let's get started! I'll help y'all with yer fox problem, then you come with me and fight Cosmo. How bad can the Desert Fox be compared to Princess Celestia's older brother, bent on destroyin' all of Equestria as we know it?”

“It ain't so simple, cuz,” said Braeburn, resting a hoof on her shoulder.

“And why not? How big is his army?”

“Army size isn't very relevant,” said Silverstar. “As far as we know, there are a few hundred, but there could be a couple of thousand foxes out there. The trouble is fighting him. We've never once managed a direct conflict with his army; they always run the moment the going might turn sour for 'em. I don't know how you propose to solve that problem. If only we could just fight 'em, straight up and honest.”

“Lay a trap for 'em,” offered Applejack as she began to pace around the room.

“Tried it,” grunted Silverstar, “didn't work too well. I think we actually almost had him, but he somehow found out and got his troops out of danger before we could spring it. He's been wearing us down, Applejack. We haven't been able to safely harvest apples from our orchard without heavy casualties, and our stores are running low. Tonight, Chief Thunderhooves is going to help us get the food we so desperately need. I don't know how much longer we can last, unless something changes. I just don't.”

The three of them stared at each other for a few long minutes, with the constant pitter-patter of the raindrops pelting on the windows the only sound they could hear. Their conversation's pregnant pause was occasionally broken by Applejack offering a suggestion or idea, only to be shot down by Silverstar each time. Frustrated, she sat on the bed and rested her muzzle in her hooves. Giving her one last look, Silverstar turned to leave.

Thump, thump, thump!

“Who could that be?” said Silverstar, opening the door.

A mud-caked and windswept Little Strongheart stood wheezing in the doorway. “They – told – me – you – were – here – Sheriff.”

“Are you alright? You were at the buffalo village, weren't you?” said Silverstar sharply.

Strongheart staggered inside. She spent the next minute gasping for air and trying in vain to choke a few words out.

“Come here, sugarcube,” said Applejack, guiding her to the bed. “Breathe. What's wrong?”

“It's not the village, is it?” asked Braeburn, looking deathly white.

Strongheart wrapped herself in the covers and shivered. “The Desert Fox,” she said at last. “No one was spared... and he knows – he knows about the plan for tonight.”

Silverstar slumped against the wall. “What do we do now?” he asked, his voice hollow.

Strongheart brushed a piece of dried mud from her coat and managed a wry smile. “I think I may have an idea...”

* * *

The Desert Fox took a long sniff of the evening air as he stared at the town of Appleloosa through his polished goggles. The rain had finally stopped. He raised a paw and made a short circling motion above his cap.

A fox came bounding to his side. “Sir!”

“Reconnaissance report,” said the Desert Fox dryly.

The fox's tail swished back and forth madly. “The town is deserted, sir, and we are prepared to strike at your command.”

“Good,” said the Desert Fox, wiping a strand of drool from his muzzle. “Begin the occupation of the town immediately!”

Over two thousand foxes surged across the land toward Appleloosa. It was indeed devoid of life; the streets were clear and the lights were out. As the foxes began to spread out in preparation to destroy the town, the Desert Fox allowed himself a fiendish smile. He closed his eyes and took a deep breath. There were no ponies or buffalo within miles.

The loud, abrupt clanging of the clock tower's bell jolted him out of his reverie. The other foxes stared at the tower, momentarily baffled by the noise.

“What is the meaning of this?” cried the Desert Fox.

A sea of what looked like living sludge surged toward Appleloosa from all directions. As it drew closer, the Desert Fox's jaw fell open when he realized it was actually a solid line of mud-covered ponies. His ears perked as he heard the thundering of their galloping hooves and their battle cries as they reached the edge of town.

“We've been surrounded!” he shouted. “Kill them all, then burn the town! Take no prisoners!”

The foxes were beset on all sides by the Appleloosans, who were mostly unarmed, like the foxes, though some were equipped with farming implements. The battle raged across the entire town, and its defenders had the foxes surrounded. But it was not enough; the numbers and combat experience of the Desert Fox's army proved too much for the steadfast Appleloosans. Once they had recovered from the shock of the ambush, the foxes began to regroup and assume fighting formations.

* * *

“Are ya sure about this, cuz?”

“Of course I ain't sure, but it's the only plan we've got, Braeburn,” hissed Applejack.

She sat next to him inside the base of the clock tower, the bell's rope dangling between them. Both of them were covered in wet, squishy mud, which had come from a trough beside them.

“But –”

“Braeburn!” she grunted, slapping a large pack of mud into his face. “We've been over this a hundred times. Ya heard what Little Strongheart said, didn't ya? Unless this is another of the Desert Fox's tricks, I think we're really onto something. If he can't smell us through the mud...”

“Do you hear that?” whispered Braeburn.

Applejack followed his gaze outside the window to see the streets teeming with foxes. “Okay... here goes...” she whispered before grabbing the rope in her mouth and tugging as hard as she could.

With the signal sent, she crouched beside her cousin and waited, watching the confused foxes looking around frantically. When she saw the Appleloosans flooding into the streets, she charged out of her hiding place, Braeburn close behind her. She ran headlong into a pack of foxes, who were too astonished by the chaos to ready themselves in time to dodge her and Braeburn's hind legs. Their blows rang true, sending both foxes crumpling lifeless to earth, with the rest backing away as fast as they could.

Applejack saw the Desert Fox directing his forces like a master conductor would an orchestra, but every time she made a run at him, a swarm of his troops beat her back. Emboldened by the presence of their leader, a score of foxes advanced on her. While her limbs were still weary from her last battle, she managed to dig deep enough to find her second wind against her foes.

She dropped to the ground, dodging the snapping of a fox's jaws, before she sprung herself upward with as much force as she could manage. Her head connected with the fox's muzzle, shattering his jaw. He fell with a yelp. Something grey flashed out of the corner of her eye. A fox's paw snuck through her defenses and gashed her right side. Yelling in pain, Applejack turned toward the fox and aimed a jab. The blow connected, sending him skidding backward.

He lunged toward her once more, frothing at the mouth and gnashing his teeth. Applejack charged to meet him. Applejack aimed hoofjabs at her opponent, while the fox slashed at her with his claws and snapped his jaws at her neck. They rolled on the ground, flailing wildly at one another. The fox eventually managed to land a blow, slashing Applejack across her cheek. She cried out and fell on her back, the fox sporting a bloody grin as he stared down at his beaten adversary.

“I've got you now, pup!” barked the fox, preparing to close his jaws around her neck. Then he looked up. The ground rumbled from hundreds of heavy sets of hooves pounding upon it, making Appleloosa itself tremble.

“The buffalo!” cried Applejack, thrusting her hind legs squarely into the fox's chest, sending him flying into a nearby building.

She stood back up just in time to see Chief Thunderhooves, with his entire tribe behind him, yell an ancient warcry as he lowered his head and charged into the thick of it. The Appleloosans granted the buffalo a wide berth by taking cover against buildings. The foxes had formed a large mob and attempted to batter a hole in the Appleloosans' defenses, but were promptly scattered by the buffalo's arrival.

Up until now, the foxes had always fought on their own terms. They had always engaged the buffalo in small numbers, and in situations where the buffalo could not bring their size and strength to bear. Now, the buffalo were able to build up a full head of steam before ramming themselves into the densely-packed foxes. Gradually, the foxes were pushed further and further back, the combined might of the buffalo and the Appleloosans proving too much for even the Desert Fox himself to contend with.

With the entire perimeter secured by the Appleloosans, and hundreds of buffalo mercilessly barreling into them, the noose began to tighten around the fox army. Backed against a wall, the battle-hardened foxes put up a ferocious fight. Nothing was spared – the buildings, the ponies, the buffalo, or the foxes themselves. The Desert Fox began to lead a large segment of his army toward the edge of town, cutting a path through the ponies and buffalo.

Silverstar and Thunderhooves eventually found themselves fighting back to back, surrounded and heavily outnumbered by the surging foxes. They exchanged glances and nodded at each other before charging toward their foes as one, brutally smashing through a few before breaking free of their containment. As they ran to meet with the largest group of their brethren they could find, they began shouting rallying cries. The buffalo and Appleloosans gravitated toward their leaders, preparing for the final assault. The foxes frantically tried to organize a defense of their own, but were quickly overrun. In open combat, they could contend with ponies, but not the massive buffalo.

“This one's for Appleloosa!” yelled Braeburn when he spotted the Desert Fox and charged toward him.

“Don't make me laugh,” spat the Desert Fox, slashing at Braeburn's face.

Braeburn howled in pain and clutched his muzzle as blood began trickling down his face. Applejack, who was nearby, shouted, “Braeburn!” as she lunged at the Desert Fox and kicked him as hard as she could. His goggles shattered, and he collapsed on the ground.

Upon witnessing their leader's fall, the foxes broke what little semblance of rank they had left and fell into open retreat, a good number cut down as they fled. The buffalo and Appleloosans cheered as they saw the foxes scattering into the night, tails between their legs.

“Braeburn, are you alright? Speak to me, Braeburn!” said Applejack, kneeling down beside him.

Braeburn removed his hooves from his bloody face and hugged her. “We did it, cuz.”

Silverstar and Thunderhooves stood beside Applejack, their faces beaming in the light of their victory. Both had their share of cuts and scrapes, but were more or less unharmed.

“We have triumphed,” said Thunderhooves, his tone grave, “but at a terrible price. Many ponies and buffalo gave their lives for this victory, and my tribe's village is no more.”

“That's what'll happen to all of Equestria if y'all don't help Princess Luna defeat King Cosmo,” said Applejack, her eyes roaming over the piles of corpses littering the streets.

“Who?” said Thunderhooves, raising his eyebrows.

Applejack told the whole story of the King and Equestria's plight. “... and that's why I came here,” she finished.

“Of course we will help,” said Thunderhooves. “Villains like the Desert Fox and King Cosmo cannot be allowed to roam free. While I hesitate to put my tribe through another terrible war, I fear I am left with little choice if Cosmo is as terrible as you say.”

“Fortunately, we happen to have a train here,” said Silverstar. “We can take it as early as tomorrow afternoon, once we have had time to tend to the dead and wounded.”

“We'll have to abandon it once we cross Ghastly Gorge,” said Applejack. “The closer we are to Canterlot, the more dangerous somethin' like the railroad tracks get. We're gonna meet Princess Luna behind Smokey Mountain, to the northwest of Ponyville. She reckons Cosmo won't be able to find us there.”

“It's settled then,” said Silverstar, walking toward one of the buildings. “Let's get some rest. It's been a long few weeks.”

“You can say that again,” said Applejack, following in his wake, Braeburn and Thunderhooves walking beside her.

Once the streets were deserted, and every pony and buffalo retired, the Desert Fox's eyes shot open. “King Cosmo,” he muttered, slowly standing back up, “how intriguing. Perhaps he can provide me with what I seek...” With that, he scampered off into the night, in search of his surviving comrades.

Chapter XVII - The Cruelty of King Gwaihir

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Chapter XVII
The Cruelty of King Gwaihir
===============

Fluttershy's wings ached. She surprised herself by how far she continued to fly without reprieve. The refreshing smell of sea air had lost its luster hours ago. Her body was numb and slick with sweat and moisture from the exertion of flying through the clouds.

“Oh, Fluttershy, what are you doing?” she moaned as she involuntarily dipped a few feet.

She grimaced and willed her wings to regain her altitude. The Griffon Kingdoms were a great distance to the east, she had been taught, but she had underestimated exactly how far they were. As she flew, she recalled those long days spent cooped up in the stuffy classroom in Cloudsdale over a decade ago. How she wished she'd paid more attention to the lessons themselves, and not the birds chirping outside the window.

The Griffon Kingdoms, she was taught, were a network of mountainous islands, far off Equestria's eastern shore. These mountains not only served as cities for the griffons, but fortresses. Would-be attackers who lacked the capability of flight had no hope of assailing them, for the cities themselves were built atop the peaks, and hewn into the mountaintops. Thus, the pegasi were always warned of the dangers of venturing too far east. While they were a long flight for the average pegasus, an exceptionally swift flier could make the journey in a few hours.

Though the griffons and ponies had been at peace since the fall of their great King Thorondor many centuries ago at the hooves of Celestia and Luna, the Griffon Kingdoms were a dangerous place to travel. Many pegasi who dared make the journey never returned; the griffons were a hostile people, even many generations later.

“Just remember the scroll, just remember the scroll,” said Fluttershy, patting the roll of parchment tied to her body. “If I don't lose this, everything will be fine.”

Her teeth chattered as she flew through yet another wave of clouds. She supposed she could've flown lower, but by using the clouds as cover, she'd be able to approach Pisa, the nearest of the cities, unnoticed.

“Why can't those big, mean griffons be more friendly?”

In the recent centuries, some griffons elected to immigrate to Equestria, where they resided with varied success, but the majority remained warlike and segregated. Although she was quite possibly flying to her death, it was a risk she had to take. Even a pacifist such as herself could not ignore how invaluable the griffons' aid would be when the time came.

A sudden gust of wind swept aside the thick wall of clouds in front of her. Her jaw dropped. The enormous mountain that lay before her was adorned with tall towers of black rock, with a complex network of broad, flat bridges connecting them, and several intricately detailed carvings of griffons hewn into the mountainside. There was no mistaking it: She beheld Pisa, the westernmost city in the kingdom.

She hovered in place, clutched her chest, and screamed. The scroll was gone.

“Oh no! The breeze must've –”

She felt a pair of steely talons grab her hind legs. A second griffon flew level with her, his spear lowered and his beak inches from her muzzle. He wore a suit of light ring mail and a plumed silver helmet.

“Well, well, well...” he said. “You do know what happens to little ponies who fly too far from their coop, don't you?”

Fluttershy trembled. “I – I –”

“What is your business here?” demanded the griffon, his beak clicking menacingly with every word.

“I – um –”

“Spit it out!” squawked the griffon.

“I need to talk to King Gwaihir,” squeaked Fluttershy.

The griffon holding her legs almost involuntarily let go from surprise. “King Gwaihir?”

“What business could a lowly pegasus such as yourself have with our King?” said the other, arching an eyebrow.

Fluttershy gulped and took a shaky breath. “I've been sent by Princess Luna to parlay with the King. All of Equestria is in danger, and she needs his aid.”

Quick as a flash, the griffon in front of her swiped a talon across her left cheek, leaving a trail of blood in its wake. “If your pretty pony Princess wanted to speak to his majesty King Gwaihir, then why did she send a wimpy little pegasus like you?”

She looked her tormentor in the eye, unblinking, as tears streamed down her face. “S-she is d-dealing with the d-d-dragons!”

“Dragons?” scoffed the griffon. “What's she doing, going to all of her old foes and rubbing in how they defeated them in the wars of old?”

Fluttershy violently shook her head, her mane lashing against the griffon's face. “She needs their help, too. King Cosmo has returned and overthrown Canterlot, and now he's taking over all of Equestria, killing anypony who opposes him!”

“King who?” The griffon wrapped a taloned hand around her neck. “Never heard of him. Perhaps a few months in the dungeon will loosen your tongue.”

“No, please!” gasped Fluttershy. “I'm not lying to you, I swear!”

“Silence! I don't know why you really came here, but we'll find out soon enough!” His grip round her neck tightened as he spoke.

Fluttershy's wings snapped to her side. If it was not for her captors' strangleholds on her neck and hind legs, she'd have plummeted to her death in the ocean far below. She brought her forehooves to her face and began to sob.

“Oh, shut up!” shouted one of them, driving the butt of his spear into her stomach.

Each griffon grabbed her by one side with one hand, held onto their spears with the other, and sped toward Pisa. Fluttershy continued her sobbing as they drew nearer. Upon touching down on one of the bridges, she dared to peek between her hooves just in time to see one of her captors approaching her with coils of rope in his clutch. One wrapped around her middle, tightly binding her wings to her side, while another was tied to her neck, like a leash.

Once the griffons gave their knots a couple of tugs, they began dragging her along the bridge. Her eyes snapped shut again a couple of minutes later when the first of the jeers reached her ears. Despite being too scared to look around, she knew more and more griffons gathered around the spectacle she must have been making. What started as a few insults and catcalls turned into a din as she continued to put one hoof in front of the other. Eventually she collapsed, unable to find the will to continue.

“Get up!”

A swift kick to her side followed the command. Fluttershy yelped and sprung to her hooves. She opened her eyes and began to sob. “Please – please listen! If I could just speak with –”

“You come here, sneaking through the clouds, with the worst cover story I've ever heard!” he squawked. “You will never get to address King Gwaihir! You are probably nothing more than a spy sent by Celestia to plan the conquest of Pisa! Let your Princess come herself if she wishes to parlay with his majesty!”

“But – but I was given a note!”

“And where is that?”

Fluttershy pawed at the ground. “I – I lost it... when the clouds were blown away...”

“A likely story. You know what?” A malefic grin spread across his face as he eyed his comrade. “Today's your lucky day, kiddo. King Gwaihir happens to be here on royal business. We haven't had an intruder in as long as I can remember. This should be fun!”

The other guard ribbed him playfully. “I hope he tears her limb from limb!”

Fluttershy yelped.

“Get a move on; I wanna see the show!”

Fluttershy's head hung low as they dragged her across a network of bridges. She felt caught in a whirlpool of insults from the surrounding griffons and her captors as they dragged her along Pisa's high streets. After what felt like an eternity to her, one of the griffons kicked her and forced her head upward. Blinking back tears, she looked across the vast expanse before her.

Across a few bridges ahead stood a gaggle of griffons clad in armour identical to her captors'. They stood in neat six-by-six squares, surrounding a mighty-looking griffon. He wore silk purple garments with a fine gold trim that glinted in the sunlight. A gem-encrusted circlet rested upon his head. His feathers were significantly greyer than those of his subjects, and he had a battle-worn look about him, which was completed by his piercing gaze. He stared directly at Fluttershy.

“Is – is t-that?”

One of the guards nodded. “Yes, that's King Gwaihir. If you lie to his majesty, your execution will be swift.”

Fluttershy quailed as her captors dragged her through the air, toward Gwaihir. She shivered as they touched down in the midst of Gwaihir's entourage. Both guards went down on all fours and touched their heads to the ground. Fluttershy looked blankly at them before quickly mimicking their action.

“Tell me,” said Gwaihir, his voice sharp and tinged with a hint of a bird's screech, “why have you dared enter my kingdom, and why should your life be spared?”

Fluttershy covered her head with her hooves. “You see, y-your highness –”

“Speak up!” squawked Gwaihir.

“Equestria is in danger, and not just us ponies, but every living thing!”

He glared at her. “Of what do you speak? What could possibly threaten not only Equestria, but my kingdom as well?”

Fluttershy rose and met his glare. “His – his name is King Cosmo. He is... wicked, cruel, heartless. He – he burned down Ponyville – my hometown – just to try to kill me and my friends. Who's to say he'll stop once he's taken over Equestria?”

“Your lands are subjugated by Celestia.” Gwaihir's talons glinted in the sunlight as be brandished them. “My time is valuable. You would be wise to discontinue wasting it.”

Fluttershy gulped. “Princess Celestia... is dead – murdered by her older brother. King Cosmo won't stop until everypony is enslaved or killed! If you don't help Princess Luna and my friends stop him, he'll take over everything, not just Equestria! You have to believe me! I wouldn't think of coming here if it wasn't really really urgent!”

Gwaihir arched an eyebrow. “A fair point.” He snapped his fingers. “Scout! You are to fly to the town of Ponyville to verify her claim. If it is a charred ruin as you say, perhaps your statements holds some water. While I suspect you are trying to play me for a fool, I cannot remain blind to a potential threat to my people.”

A familiar-looking griffon emerged from the ranks and stood at Gwaihir's side.

Fluttershy's jaw dropped. “G-Gilda?”

Gilda hardly spared her a glance. “Sire, as the fastest scout in Pisa, I'll take a look. I've been there before; finding it will be easy.”

Gwaihir nodded. “Then make haste. Until your return, this pegasus shall languish in the dungeon.”

Fluttershy scrabbled backward. “No! Please!”

“Take her!” Gwaihir snapped his fingers again before turning his back on her and flying off, his entourage in his wake.

The two who had captured her forcefully steered her across another bridge, toward a cave. A buffeting of kicks brought her struggles to an end. She trotted as quickly as she could to keep the rope from tugging at her neck too hard. Before long, the cave swallowed her up.

Her timid hoofsteps echoed off the walls as they proceeded into the unknown depths of Pisa. The tunnel was barren, and the only illumination came from the gloomy lanterns hanging from the ceiling at regular intervals, giving it the feel of a mineshaft. At last they came to a halt in front of a wooden door with a sturdy metal frame.

The lead griffon fiddled with a few crude locks before it swung open, its hinges in need of a good greasing. Fluttershy froze. Large, barred metal doors lined the walls as far as she could see. Her lead captor grabbed a sizable keyring from a bolt in the wall near the door. After fumbling with it for a few moments, he unlocked a nearby cell.

“In there – now!” said the other griffon, giving her a swift, hard kick in the flank.

Once inside, they untied her, backed out, and slammed the door.

“Please – please listen,” moaned Fluttershy.

“King Gwaihir's word is law!” squawked a griffon, his face visible through the bars. “You're lucky to be alive in there instead of what I thought would happen to you!”

The griffons' laughter rang in her ears as she curled into a ball on the unyielding stone floor. She closed her eyes as the day's pain and fatigue finally caught up with her.

* * *

“Who is that unicorn?”

“Why are they doing this to us?”

“Did we anger Princess Celestia?”

“They won't get away with this!”

Thousands of confused and distressed ponies had gathered in the enormous square in front of Manehatten's city hall. Banners bearing the insignia of the comet, sun, and moon hung from the surrounding buildings and planted standards. Hundreds of armoured soldiers protected every entrance to the square, blocking them in.

A pair of bright lights emerged from the city hall's finely carved double doors. Miasma stepped out from the shadows, her baleful gaze set upon the crowd. She strode slowly and purposefully down the steps until she came to a wooden podium at the crowd's edge. The hubbub grew in volume as she approached.

“Silence!” The magically-amplified command made everypony – including the soldiers – clap their forehooves to their ears. They felt the voice sting their hearts with cold needles as it penetrated them like a wave of glacial water. “Subjects of Manehatten, I stand before you to herald the call to arms for every able-bodied mare and stallion, by decree of our lord King Cosmo, sovereign over all Equestria.”

“Our loyalties lie with Princess Celestia!” shouted a stallion, stepping forward. “Who does this 'Cosmo' think he is?”

“Celestia no longer sits upon the throne of Canterlot,” said Miasma, wrenching her latest challenger from the ground and levitating him next to her. “She has unjustly ruled over Equestria for far too long. At long last, our rightful King has reclaimed his birthright. You will answer to the King, and the King alone.”

“Long live Celestia!” shouted the stallion. He spat at her hooves.

Miasma's face hardened, and she set him down next to her. The stallion's nostrils flared as he expelled a puff of steam and pawed at the ground. Miasma's eyes narrowed and she lunged toward him, piercing his chest with her horn. She smirked as she withdrew it, and watched her victim splutter before his eyes rolled up into his head and he fell to the ground, rolling down the stone steps before coming to a stop in front of those gathered.

“His fate was no different than the traitor Celestia's,” said Miasma. “I leave you with a simple choice. Either join me in service of our King, or join your friend in death. His majesty does not tolerate disloyalty, and will not hesitate to reduce this city to ash should he deem it necessary.”

Only the occasional terrified sobs broke the silence that followed. “Good,” continued Miasma. “Our noble King may have at long last reclaimed his crown, but the treachery in the royal family runs deep; Luna has committed the most foolhardy act of opposing the will of King Cosmo. Civil war is upon us. Anypony who does not pledge loyalty to the throne of Canterlot will be considered treasonous, and dealt with appropriately.” She touched a hoof to her chest before raising it high into the air. “Long live the King!”

“Long live the King!” echoed the crowd, their collective voices trembling.

* * *

“Huh... you'd think I'd be able to see Ponyville by now,” said Gilda as she flew past Cloudsdale.

She squinted at the land far below. The setting sun had begun to cast long shadows over Equestria, but her eagle eyes had no trouble seeing the roads and fields beneath. Then she gasped. She floated as the vista before her, and all its implications, imprinted itself into her brain. It was just as Fluttershy had said. Ponyville was a blackened and charred ruin. Even from this distance, she could easily tell that no structures had survived the razing.

“No way...” She gulped. “Does – does this mean she told the truth – about everything?”

She descended as she drew closer, then skimmed over the fields of unrecognizable wreckage and scorched earth. Her eyes darted around the land. She had no idea what she was searching for, but whatever it was, it compelled her to continue. Gilda shuddered as her flight progressed toward Sweet Apple Acres. Ponyville – once so vibrant and full of life – now resembled a barren wasteland.

As she glided over the relatively untouched fields of the farm, a strange stone caught her eye. Curiosity piqued, she changed course and headed toward it. Her heart sank when she saw the stone was set atop a mound of freshly disturbed earth. When she touched down, the words carved upon it leapt out at her, illuminated by the setting sun.

Here lies Rainbow Dash. Legendary flier and the most brave, loyal friend a pony could ask for.

“No...”

Gilda sank to her knees, a deathly chill surging through her. She embraced the tombstone and wept into the earth. Tremors rocked her body as she lay quivering in the soil. Her face now muddy, she looked up at the stone's words. She balled her talons into fists and struck the ground as hard as she could.

“Why Dash... why?” In her left hand, she grasped a patch of dirt. “I... I never said I was... sorry... Why did you have to go, Dash? Why? WHY?”

She screamed and hurled the soil, her chest heaving as tears continued to flow unchecked. Half-blinded, Gilda stumbled toward a nearby pine. Leaning heavily against it, she peered around, her search impeded both by her tears and the onset of nightfall. Finally, she found it. She reached for the small flowerbed, grasped a fistful of tulips, and uprooted them.

“You never were much for flowers, were you, Dash?” Gilda half-choked, half-chuckled as she shambled back to the grave.

Kneeling down, she laid them at the tombstone's base. After taking a step back, she stared at them as a gentle nighttime breeze stirred the petals. There she stood until the last vestiges of sunlight vanished from the horizon. Taking a deep breath, she straightened up and clapped her right fist to her heart. After giving Rainbow Dash's final resting place one last, respectful nod, she took off, flying eastward with all haste and little regard for her own fatigue.

* * *

The door hinge's screech jolted Fluttershy from her slumber. Through her bleary eyes, she recognized a rather large griffon wearing light silver body armour and a matching helmet.

“You are the pegasus who had an audience with King Gwaihir yesterday, yes?” He spoke in disciplined tones punctuated by the clicking of his beak.

Rising to her hooves, she nodded.

“Good,” he said. “You are to come with me at once. Our scout has returned. It is now that King Gwaihir will determine your fate. You will not be bound for the journey, but any escape attempt shall end most unfavourably. Do I make myself clear?”

Another nod.

He spun on his heel and marched out with Fluttershy in his wake. Her eyes widened as they progressed through the dungeon, out the way she had come. Within minutes, they had reached the cave mouth. Fluttershy squinted as her eyes adjusted to the light of the outside world. It was almost noon. As she began to see clearly once more, she saw Gwaihir surrounded by about a dozen of his royal guards waiting for her. Gilda stood beside him. Once she had approached Gwaihir, Fluttershy gave him a formal griffon bow.

Gwaihir regarded her with his sharp eagle eyes. “So, it would seem that this King Cosmo exists – or his misdeeds, at the least.”

Fluttershy's mane swung up and down as she nodded. “Yes! It's what I've been saying all along! Oh, we'll be so grateful for your help when –”

“I never said anything about assisting you,” said Gwaihir. “How do I know that this is not some elabourate ruse staged by Celestia to lure me and my warriors into your kingdom?”

“Sire, if I may,” said Gilda. “I checked it out myself. Ponyville really is dust. And he – he... he murdered my best friend. I think this Cosmo guy is serious, your majesty. When I lived in Equestria, nothing like this has ever happened under Celestia's rule.”

Without sparing her a glance, Gwaihir waved a wing at Gilda. “That's quite enough.” His brow furrowed. “Am I to understand, pegasus, that you have been sent by one of the ponies who opposes him?”

“Princess Luna sent me,” said Fluttershy, puffing her chest out as she stood up. “She's Equestria's last hope. Everypony loyal to her and Princess Celestia are gathering and preparing to overthrow Cosmo.”

Gwaihir frowned and steepled his talons together. After a few minutes of silence, he cleared his throat. “I am afraid that this does not concern us. This matter seems to be between you ponies, and you ponies alone. As an act of gratitude for bringing this matter to my attention, however, I hereby grant you safe passage to return to Equestria.”

Fluttershy did not back down. “'Does not concern you?' How can you even say that? I don't think you really understand who King Cosmo is. Twilight Sparkle is one of my best friends. She's always there for anypony who needs her, and she always puts others' needs before her own. She's the most talented and kind unicorn I've ever met; she lives for her friends, like me.”

A pair of Gwaihir's guards lowered their spears and advanced on Fluttershy, but were halted by his raised hand.

She paced as she spoke. “I'm telling you all of this because, not long ago, King Cosmo entered Ponyville, disguised as a unicorn. He sought Twilight's friendship, which she was only too happy to give him. He took that friendship and turned it against her. Thanks to Cosmo, Twilight is the pony who is responsible for the death of Princess Celestia. She is the pony who burned down Ponyville. King Cosmo does not just kill his enemies. He turns them on their friends.”

Fluttershy stopped and stared into Gwaihir's eyes. “If we don't stop him, and stop him quickly, there's no telling what he will do. If what Princess Luna told me about how he used to be is true, then he will try to expand his kingdom. Cosmo is the pony who tried to kill all the zebras a long time ago, because he deemed them inferior creatures. What do you think he'd do to griffons? As soon as he's finished killing us, he will set his sights on the Griffon Kingdoms.”

Gwaihir's expression softened. “I am sorry,” he said. “I cannot help you. I have not forgotten my ancestor, King Thorondor's defeat, many generations ago. We fought a great war against you ponies, and were defeated at the hooves of Celestia and Luna. We still feel the repercussions of that war even today. I am loath to put my kingdom through another such ordeals one by rushing headlong into battle against Cosmo. If he is as powerful as you say, then it is in our best interest not to take sides.”

He shook his head. “No, to be king is to care for and protect my people. We have had peace with your kind for centuries – albeit an uneasy one. Should King Cosmo triumph in his conquest, then I wish to remain on good terms with the ruler of Equestria. If we aid Princess Luna, and she is defeated, then our lives will be forfeit as well. You must go home. A pony civil war not of our concern.”

Fluttershy's lip trembled as her eyes welled with tears. “B-b-but you – you don't understand!”

“Your highness!” said Gilda.

“Silence!” screeched Gwaihir. “Go, pegasus. Leave my kingdom and never return.”

Fluttershy frantically looked around, first at the royal guards, and then at Gilda, who shook her head when she caught her eye. Gwaihir unfurled his wings and made a flicking motion with his right hand before he took to the sky. Fluttershy stared at him blankly as his guard followed his lead. She looked at Gilda again, who closed her eyes and ambled off.

It was a long time before Fluttershy found the will to fly west.

Chapter XVIII - On the Wings of Pegasi

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Chapter XVIII
On the Wings of Pegasi
===============

Scootaloo woke up to a deceptively beautiful morning. She glowered at her surroundings as she brushed off the loose foliage she had taken refuge under the previous night, allowing the sun's rays to fall on her face. Shielding her eyes, she clambered from the roots of the tree she had slept beneath. Once she shook herself off, she squinted through a gap in the trees. As her eyes adjusted to the brightness, Cloudsdale swam into focus, far in the distance.

Scootaloo stretched her wings and gulped. Numerous cuts and scrapes throbbed dully as she plodded toward the forest's edge. Trying to expel the grim reminder of yesterday's failures from her mind, she stared determinedly at the pegasus city. I can't let Princess Luna and the others down. No way! she thought. I made a promise to Rainbow Dash, and I'm gonna keep it! I'll get to Cloudsdale if it's the last thing I do.

She had attempted to fly an innumerable number of times in the past – both with and without Rainbow's guidance – but her tiny wings had never lifted her above the treetops. Her inability to fly had consumed her daily. She had always been in awe of Rainbow's incredible flying abilities, and wanted to follow in her hoofsteps, and one day become every bit as legendary.

A frustrated kick from her forehoof sent a pebble flying. “How am I ever gonna do this?”

Scootaloo took a deep breath and closed her eyes. She immediately felt herself being yanked by an invisible force. Indistinguishable colours and shapes whizzed past her at dizzying speeds. Just as she began to feel the need to retch, she came to an abrupt halt. No... no! Not again!

Before her stood a familiar wooden door, Twilight, Greyhoof, and herself. She cried out, but nopony seemed to hear her. Not again! No, don't open it... please! Too late – she saw Greyhoof's horn crackling light blue. She screamed and leapt in front of it, but the magic passed through her and disintegrated the door handle. It swung open. She knew what was coming, but she inexplicably could not bring herself to shield her eyes.

A piercing scream escaped her throat as the image of Rainbow's mangled corpse laying on the cellar table branded itself into her retina. Scootaloo writhed on the floor as Greyhoof turned to her and transformed into a gigantic black stallion with a mane of flames. Sinister laughter filled her ears, and everything around her dissolved into an inferno, with the exceptions of Rainbow's corpse and the aberration of King Cosmo.

The conflagration closed around her like a fist. Cosmo regarded her through molten eyes and continued to laugh. Scootaloo tried to clamp her eyes shut, but her lids went rigid, forcing her to behold the grotesque vision.

“Stop it! STOP IT!”

Scootaloo tried to lash out at Cosmo, but her limbs would not obey. Cosmo lowered his head until it was inches from hers. He stopped laughing.

“You presume to challenge me?” He bared his teeth at her. “What could an insignificant foal hope to accomplish against somepony like me? I am a god!”

When he finished speaking, Cosmo swung his horn at Scootaloo's neck. The moment it made contact, white-hot pain shot through her body and her eyes snapped open. She lay face-down in the middle of the meadow she had reached before the vision took her. Her coat was covered in sweat, and tears streamed freely down her face as she stared at the ground in front of her.

She gritted her teeth and rose to her hooves. “No!” Her voice rang through the field, reaching nopony's ears but her own. “I won't let everypony down! I won't let Rainbow Dash down!”

Her words cleansed her pain as she uttered them. Every time I close my eyes... every time! This is gonna keep happening until he's dead... isn't it? She shivered as she felt on her hooves the sensation she had felt when she had touched Rainbow's cold, lifeless body that day. The chill left as quickly as it had come, replaced by a mounting flame, fueled by a desire of revenge.

Scootaloo looked skyward. “I promised I'd get the pony who killed you, Rainbow Dash. I don't care how powerful he is. As long as I live, I'll try my hardest to keep my promise!”

She flared her wings and crouched, preparing to take flight. Thinking back to her many flying lessons with Rainbow, she tried to use those memories to push the thoughts of Cosmo from her mind. She leapt and simultaneously flapped her wings for all she was worth. With her wings buzzing, she beamed as she surpassed the trees and continued her ascension. I'm actually doing it!

A sudden gust snapped her out of her reverie.

“Whoa!”

Before she knew it, she had lost all control, and spun around wildly. Her wings stopped moving, but the breeze propelled her in a dizzying spiral until she crashed in the middle of a field with a loud thud. There she lay for what felt like hours, crushed under the weight of yet another failure. Why did I do this? Why did I make a promise to Princess Luna and everypony else that I couldn't keep? The image of Cosmo reappeared in her mind's eye, his visage bearing a triumphant smile.

“No!” Scootaloo wiped the blend of tears, blood, and dirt from her face. “I won't let you win!”

She sprung to her hooves and lunged toward her invisible foe, jabbing at thin air with her forehooves. Her attack and the uneven ground made her landing uneasy, and she tumbled head over hooves and fell flat on her stomach. Breathing heavily, she picked herself up and rubbed her bruised flank. When she looked up, a large rock in the distance drew her eye.

Mechanically plodding toward it, Scootaloo thought there was something oddly familiar about it. Upon reaching it, she sat down and scratched her head. After staring at the rock for nearly a full minute, she felt an inexplicable chill blossom in her stomach. It started as a puddle of ice water, but rapidly expanded into a wave whose breakers relentlessly crashed through her body. Rigidly, she shambled around the rock, knowing what she would find.

When she looked up at it, the words she knew by heart and had repeated to herself burned brightly in the morning sun. Staring at Twilight's inscription, she wept uncontrollably. She rocked back and forth as grief clawed at her heart. Wailing, she lunged forward and embraced the cold stone as if it was Rainbow herself, sobbing into it and whispering, “I'm sorry,” again and again.

She had no idea how much time had passed before she stopped crying. It felt like her eyes could not produce tears anymore. After struggling to her hooves, she looked down. She had unknowingly crushed a rough bouquet of tulips. Rainbow Dash really meant a lot to somepony else, too... She took a long sniff, finding their scent strangely invigourating. That's it!

Scootaloo's wings sprang out. “I promised you, Rainbow Dash. I won't let you down. I can't let you down!”

Closing her eyes, she began flapping her wings once again. She kept her eyes closed for a few minutes as she blocked out everything except the movements of her wings. As she struggled to gain altitude, she thought she felt a firm hoof on her chest. Her body tingled with a warmth she had not felt since her last flying lesson with Rainbow, and she soared upward. She could not help but laugh wildly. Opening her eyes, she let out an involuntary gasp. The clouds were only a few dozen feet above her.

“Thank you, Rainbow Dash,” she said, wiping tears of joy from her face. “Thank you for everything.”

Before long, she found herself closing in on Cloudsdale, its pristine white columns and structures more amazing than she had imagined. She landed on what looked like the largest of the clouds that served as the city's foundations. Looking ahead, she gawked at the bustling streets before her. Hundreds of pegasi – both on the clouds and in the air – darted hither and thither around the great city.

As she trotted through the streets, the ramifications of the city's magnitude dawned on her. How in the hay am I gonna find the Wonderbolts like this? They could be anywhere! Nopony paid her any mind as her eyes shot from structure to structure, none standing out as candidates for where the Wonderbolts could be. Her newfound joy from reaching the city dissolved as quickly as it had come. She felt no closer to completing her mission than she had been in the morning.

Hopelessness sunk in as she tried to ask passersby where she could find the Wonderbolts. Everypony seemed so absorbed in their daily lives, they failed to hear her over the bustle of the crowded streets. She continued to mope until a blond-maned grey pegasus gently tucked a hoof under her chin and propped her head up.

“What's the matter?” said the mare, her googly eyes giving Scootaloo a quizzical look. “Are you lost?”

Scootaloo pouted. “I need to find the Wonderbolts.”

The strange mare shook her head and flew away at an ungainly trajectory. Scootaloo sank to the ground and began to sob. Why... why is this so hard?

“What's eating you?”

Scootaloo looked up. Blinking away tears, she saw a brown colt with a shaggy, darker brown mane. “Can you tell me where I can find the Wonderbolts?”

The colt chuckled. “The Wonderbolts? Don't make me laugh! What would a wimpy little filly like you want to talk to the Wonderbolts about? How you dropped out of Foal Flying School?”

She got up and advanced on him. “No!” Her face flushed. “Just tell me where they are!”

A menacing look spread across the colt's face. “I'll tell you... if you can fly around Cloudsdale in two minutes!”

“You're on!”

Scootaloo flared her wings. When she tried to flap them, they screamed with pain in protest. Oh no... flying here took a lot more out of me than I thought! Her eyes narrowed. I can't let a little thing like that stop me, not now! I have to do this, for Rainbow Dash! Her wings gave a few feeble beats, lifting her ten feet in the air, before they gave out and she landed face-down in the cloud.

The colt nearly fell over from laughing. “That was the most terrible flying I've ever seen!” he wheezed. “You'll never get to talk to the Wonderbolts! Never!”

The colt sped off. Picking herself up, Scootaloo looked after him. He's right... how am I ever gonna make it? She looked to the heavens as what little remained of her resolve evaporated. Her mouth fell open. A score of pegasi wearing blue and orange uniforms zoomed overhead. Unable to believe it, Scootaloo sprang to her hooves and galloped after them. They headed toward an elabourate two-story structure placed on a dozen pillars at the city's edge.

Wait a second... she thought as she continued her breakneck pace, they're not the Wonderbolts... The Wonderbolts have yellow and blue, not orange... And Rainbow Dash always told me there are six of them, not that many. Who are they? Do they know where the Wonderbolts are?

Her breathing came laboured by the time she reached her destination. The building had only a single stepladder as a non-flying entrance. Exhaling loudly, she clambered up. When her head poked through the hole in the floor, her heart leapt into her throat. Standing before her were not only the unknown pegasi, but the Wonderbolts.

“So, do we have an understanding?” said one of the pegasi, a proud-looking stallion with a long, bright blue mane similar in colour to part of his uniform. His eyes were obscured by a pair of flight goggles.

Spitfire nodded. “Yes, Captain Comet. The Wonderbolts and Cloudsdale have always been loyal to Canterlot. We will be at the assembly shortly.”

“Good,” said the Captain, motioning with a forehoof. “Comets, move out!”

“Sir, yes sir!” barked the Comets.

Captain Comet and his soldiers took off and soared through the open-topped structure. Scootaloo thought she could see them disperse to various points of the city after they cleared the roof. After taking a deep breath, she jumped the last few rungs and landed before the Wonderbolts, who exchanged quizzical glances.

“Hey, kid,” said Soarin, approaching her with a smile. “You here for an autograph?”

Scootaloo shook her head. “I'm here to warn everypony in Cloudsdale. You have no idea what I've been through to get here! You've gotta listen to me!”

Spitfire rested a hoof on her shoulder. “What's eatin' you?”

“All of Equestria's in danger!” said Scootaloo breathlessly. “Canterlot's been taken over by somepony. Somepony bad. His name is King –”

“Cosmo?” said Spitfire, arching an eyebrow at her. “News sure does travel fast. But you misunderstand, kid. Captain Comet his filled us in on what's been happening. Princess Celestia was not the rightful ruler. He has also told us about Luna's rebellion. Our loyalty is to the King.”

Scootaloo's mouth fell open. “What? You – you can't be serious! Cosmo is evil! All the things he's done...”

“What makes you say that?” said Soarin, rubbing his muzzle.

“Do – do you remember Rainbow Dash?” said Scootaloo in an unnerving monotone. She stared deeply into Spitfire's eyes.

“That pegasus who saved our lives and did a sonic rainboom?” said Spitfire, beaming. “How could we forget? She finished top of her class in her first year at the Academy, too. Good kid.”

Scootaloo involuntarily looked away. “She's dead.”

The Wonderbolts collectively gasped.

“Come again?” said Spitfire.

“She was killed by King Cosmo,” said Scootaloo, her voice hollow.

Spitfire recoiled and clutched her heart. “No! That can't be right!”

“Because of Cosmo, she never lived her dream of becoming a Wonderbolt!” said Scootaloo, baring her teeth and flaring her wings. “That's all she ever wanted, you know. She always talked about you guys when she gave me flying lessons. But now – but now that can't ever happen. Cosmo used his powers to force her best friend to murder her! He – he can take control of other ponys' minds. Ever since, I've promised not to stop until he's dead!”

“Look, kid...” said Spitfire, lowering her head level to Scootaloo's. “Captain Comet will be addressing Cloudsdale shortly. Why don't you come with us? Once he's spoken to everypony, maybe you'll feel better. I don't know what's gotten into you, but maybe this will set you straight.”

Scootaloo's face burned. “He burned Ponyville! The entire town! All of it! Cosmo had it burned!”

“That was a freak wildfire,” said Soarin. “We asked Captain Comet what happened, and that's what he told us. It must've been magic, because nopony could respond and put it out in time.”

“How can you believe this stuff?” said Scootaloo. “You've all been brainwashed!”

“Everything's gonna be okay,” said Spitfire, grabbing Scootaloo's forelegs.

“You'll understand after the assembly,” said Soarin, grabbing her hind legs.

The Wonderbolts flew through Cloudsdale, paying Scootaloo's screams of protest no mind as they sped toward the city centre. A sizable crowd had gathered in front of a multi-storied building with a large balcony. As they neared it, she saw members of the Comets appearing at all sides of the crowd as well as above it.

“Now you'll see,” Scootaloo muttered defiantly when they touched down and released her.

Before long, Captain Comet emerged from the building and stood on the balcony. He looked down upon the crowd, his goggles glinting ominously in the sunlight.

“Greetings, subjects of Cloudsdale!” he began, his tone of steely command sending a involuntary shiver down Scootaloo's spine. “I am delighted to inform you of your recruitment into his majesty the King Cosmo's Royal Air Force of Canterlot, effective immediately. You are to report to Canterlot Castle upon the conclusion of this assembly to receive further orders. There, you will be instructed in the ways of the Comets.”

“Hey, who in the feather made you king of Equestria?” said a burly, dark grey stallion. “Actually, who died and made Cosmo the King of Equestria? Princess Celestia is our ruler!”

A wry grin spread across Captain Comet's face. “Oh, Celestia – of course! She was nothing more than a usurper. The justice of the King found her at long last. If somepony as mighty as Celestia has fallen at his hooves, nopony who harbours treason has any hope of escape!”

“Ha ha, yeah, as if,” said the stallion, unfurling his wings. “Get outta here! Nopony comes to Cloudsdale and tells us what to do!”

His expression unchanged, the Captain gave a quick motion with his right forehoof. Within seconds, a pair of the Comets grabbed the stallion by the legs and dragged him toward the Captain, who didn't so much as spare him a glance.

“Let it be known,” said Captain Comet, “that anypony who dares oppose the will of King Cosmo shall meet a fate similar to this one!”

He carelessly flicked his forehoof again. The Comets paused briefly before nodding at each other and releasing the stallion. Before he could react, they grabbed one of his wings each and brought themselves down upon them. Their victim shrieked as his bones gave a loud crack! When the two Comets withdrew, the crowd gasped as one. The wings stuck out and bent at weird angles.

Spitfire blinked in surprise. “They... they broke his...”

Captain Comet motioned with his hoof a third time. The two Comets grabbed the stunned prisoner and unceremoniously carried him to the edge of the cloud, and flung him off. He attempted to flap his now-useless wings as he plummeted down, but gained no altitude. The pegasi, shocked into inaction, stared as his screams of terror grew fainter. Rapidfire sprung into action, and darted after the falling pegasus as quickly as he could, only to find his path blocked by a half-dozen Comets.

“Stand down, Wonderbolt!” said Captain Comet from the balcony. “You are not to interfere with our disciplinary actions!”

Rapidfire gritted his teeth and slowly flew back to where his comrades and Scootaloo stood. “That – that monster!” he spat when he landed. “What gives him the right?”

“Cosmo,” said Scootaloo bitterly. “It's just like him to put somepony like that in charge! Don't let him do this!”

“Now,” said Captain Comet in a deceptively calm voice, “I expect every able-bodied pony to report for duty in Canterlot tomorrow! Additionally, you are to show unconditional and unquestioning cooperation as we secure this city in the name of King Cosmo. Long live the King!”

Upon finishing his ultimatum, Captain Comet made a swift about face and retired into the building. The Comets dispersed and flew to numerous strategic locations throughout Cloudsdale, covering the entire city in under a minute.

“We – we can't just let this happen!” said Soarin, driving a forehoof into the cloud beneath him.

“But we pledged our loyalty to the King!” said Fleetfoot, resting a hoof on Soarin's shoulder.

“Horseapples to the King!” roared Soarin. “I say we get anypony who can see sense and take the fight to the Comets!”

“Now you're talking!” said Scootaloo, bouncing up and down. “Once you get 'em outta here, we're gonna meet up behind Smokey Mountain where Princess Luna and the others are gathering!”

Spitfire nodded. “Kid, go find someplace safe. This'll be no place for a filly before long.”

Scootaloo paused for a few seconds to watch the Wonderbolts take to the skies and speak with everypony they could find. After taking a deep breath, she galloped toward the nearest building and leapt through its open window, and peered into the skies. A sizable group of pegasi congregated high above the city, and were soon met by a contingent of the Comets.

Straining her eyes, Scootaloo could barely make out what was happening. Heavily outnumbered, the Comets fell one by one, broken and lifeless, to the city far below. Her ears pricked. At first, she thought a thunderstorm had broken out. Upon further concentration, she found that it was not the weather, but a steadily rising roar that seemed to build from the entire city. It grew into a tumult as two groups of pegasi coalesced at opposite ends of Cloudsdale like opposing clouds of locusts.

Scootaloo waited with bated breath as she saw six blue-and-yellow figures zooming through one group, forging it into perfect combat formations as a smithy would form a lump of shapeless steel into a deadly blade. Shifting her glance to the right, she saw a pegasus who must have been Captain Comet doing the same to his forces.

Even from such a great distance, Scootaloo could tell the Comets would prove to excel in combat, although lesser in number. Her body tingled as she felt the tension mounting. She dared not blink. Within seconds, it broke; Captain Comet and his forces surged toward the larger formations of the Wonderbolts and the Cloudsdale pegasi.

The opposing formations of pegasi dissolved into one enormous cluster, which spread across a vast expanse of sky. Scootaloo gawked. What have I gotten myself into? Pegasi began falling as the battle took its toll. At first, only a few were claimed, but as the indescribable combat wore on, dozens of corpses – Comet and otherwise – dropped from the sky. Is this what war really is? I knew war was coming... but not like this.

The battle spread at an alarming rate. Scootaloo dove under a nearby table when a dead pegasus struck the house like a meteor, splintering the roof and crashing to the floor beside her. She took mild solace when she noticed the corpse wore a tattered blue and orange uniform. From her shelter, she saw the battle had begun to consume the city itself.

Dogfights between Comets and Cloudsdale pegasi whirled around the city in a maelstrom, damaging or destroying everything in their wake. Pillars cracked, buildings crumbled, and large clouds were torn asunder. Her heart panged when she realized that, regardless of outcome, Cloudsdale would bear the scars of this conflict for a long time to come.

Time was lost on Scootaloo. She had no idea how long she remained quaking under that table, but eventually, the combat was pushed back first from the city itself, then to the sky above, and finally to its borders. Flaring her wings, Scootaloo bolted from the house and into the streets, hoping for a closer look. Amidst the firestorm of combat, she saw that the Comets were quickly losing control of the air.

The Wonderbolts, appearing to her as blue and yellow streaks, surged through the battle with terrifying precision, felling foe after foe. Scootaloo's heart raced as she rushed back toward the city hall while the combat before her began to dissolve into a rout. By the time she reached her destination, the Comets broke into full retreat and did not regroup until they were a great distance from the city.

Scootaloo jumped up and down and waved her forehooves in the air. “They did it! They did it! They beat the Comets!”

Her face broke out into a wide smile when she saw all six of the Wonderbolts flying down to meet her. She lunged at Spitfire and hugged her tightly.

“I don't know how, kid, but you were right,” said Spitfire, ruffling Scootaloo's mane. “You'd better get someplace safe; something tells me this isn't over yet...”

“Spitfire!” said Soarin. “I think they're getting ready for another attack!”

“Let 'em come!” said Rapidfire, jabbing at the air with his forehooves. “What does Captain Comet think will happen? The Comets are no match for all of Cloudsdale!”

Releasing Scootaloo, Spitfire turned to face her comrades. “If he wants more of what we've got, we'll give it to him. Wonderbolts, move – wait, isn't it a little early for nighttime?”

Sure enough, darkness had begun to set in at a much greater rate than normal. Everypony collectively shuddered and began frantically checking the sky. Without warning, a deafening sound wave, akin to that of a sonic rainboom, crashed upon them like a tsunami. It lacked the brilliant rainbow; instead, ever-changing light pulsed ominously around an object hurtling toward the city.

At first, it looked like a small meteor, but as it drew closer, it stopped, creating an enormous shock wave of the same colours. Scootaloo's blood ran cold when her eyes adjusted to the alien light. A great grey alicorn was outlined against the setting sun. Although she had never beheld him in his true form, she immediately knew who it must be.

“King Cosmo...” she said, paralyzed with awe and fear.

“Rabble of Cloudsdale,” said Cosmo in a magically-booming voice so thunderous that it seemed to shake Cloudsdale to its foundations, and made Scootaloo clap her hooves to her ears. “I have graciously extended my hoof in friendship to you. But you have brazenly spurned my gesture of good will by openly resisting the Comets' annexation of this fair city! Now you shall be punished for your act of high treason against the Crown!”

“We've gotta get out of here!” said Scootaloo, scrabbling backward. “There's no way we can stop him!”

“Come with me!” said Rapidfire, picking up Scootaloo and tossing her on his back. “Hang on!”

The Wonderbolts scattered and the pegasi of Cloudsdale abandoned the city as the sky flared with the King's power. Groups of pegasi too close to Cosmo were incinerated in multicoloured flashes of light as Cosmo hurtled toward the city centre, the Comets in tow. Rapidfire banked away from the others toward the cover of the trees far below.

Another flash of light blinded them momentarily. When their vision cleared once more, Scootaloo nearly fell off Rapidfire. King Cosmo floated a few feet in front of them. His fiery orange gaze seared into her eyes with such intensity that it felt like it was burning a hole through her skull.

A malefic grin twisted Cosmo's face. “You are Scootaloo. Foolishly you have sworn a vendetta against me, and by doing so, sought your own demise. Brazenly you have disregarded powers beyond your understanding. You have no doubt fought hard against my control of the city.”

The King's horn surged with power, which surrounded both Scootaloo and Rapidfire. “Now there is no way out. No retreat. No escape. You have failed; supremacy of the skies is mine and mine alone! You see, at first, you were to share the fate of this one.”

Cosmo's eyes flashed as his magic burned Rapidfire alive, who had no means of escape. Cosmo tossed him aside like a dirty rag, allowing Rapidfire's corpse to drop to earth like a stone.

“But I have other plans for you,” said Cosmo, returning his baleful glare to Scootaloo. “No, death alone is not enough. I will break you utterly, and your destruction will immediately follow the quashing of this pathetic insurrection. Nopony will dare oppose me again!”

Scootaloo spat at Cosmo, but missed. “I'll kill you!”

Cosmo's magic drew her close, but prevented her from moving a muscle. He began flying toward Canterlot dragging Scootaloo beside him, casually obliterating any Cloudsdale pegasi in his path.

“You will grasp the full extent of your naivety soon enough,” he said. “Until then, you shall languish in the dungeons, where you will be reduced to nothing!”

Chapter XIX - Reunion

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Chapter XIX
Reunion
===============

Pinkie Pie cowered behind a boulder far away from the camp, staring blankly into the dark, cloudy sky. Her spirits had sunk to a new low. The refugees had traversed the wilderness and had set up camp in a secluded glen in Smokey Mountain's shadow. Covered in dust and dirt from their travels, they had gathered around a bonfire, chatting earnestly and loudly amongst themselves. Pinkie could tell that the air was thick with unrest.

She couldn't face them. While she could not hear their exact words, she knew exactly what they were talking about. She shivered and her eyes glazed over, creating, in her vision, brief flickers of rainbow-coloured streaks in the sky.

“Just like Dashie...” she whispered.

Her hallucinations grew steadily worse as she felt herself vividly reliving her fondest memories with Rainbow Dash, beginning with the sonic rainboom when she was a filly, which she had not realized involved Rainbow until many years later. She recalled the pure joy that had filled her up that day. Happiness saturated every fibre of her being until she felt she would explode. The memory dissolved before her. The multi-coloured sky warped itself into a pair of enormous flaming orange eyes.

Pinkie's ecstasy transformed into grief, loss and despair. King Cosmo's laughter rang in her ears as she found herself dragging an unconscious Rainbow Dash down a long corridor. No! Stop! Please! Her body would not obey. They had reached the cellar door. Pinkie's right forehoof reached for the handle. NO! STOP! The handle turned and the door swung open. Rainbow's body bumped along as Pinkie dragged it by the neck.

Pinkie felt her face break out into a feral grin. Every ounce of her consciousness howled like a banshee in protest as she hauled Rainbow's body onto the table. The King's searing, omnipresent eyes bored into her as she retrieved a large cake knife, its point sharpened enough to rend flesh and bone like a freshly-baked cake.

“You are mine, Pinkie Pie!” Cosmo's words resonated deep within her. “You have always been my willing puppet. Manipulating your simple mind was a small feat. You will never escape my eternal will!”

As Cosmo finished speaking, Pinkie slashed the knife across Rainbow's throat. Anguish erupted deep within her, consuming her utterly as her vision went white. When her eyes refocused, she no longer stood in Sugarcube Corner's basement. Rainbow's tombstone stood before her. It and the ground beneath her were stained with fresh blood. She looked down at her hooves. They were covered in Rainbow's blood as well.

She loosed a long, piercing scream. As it carried, her vision blurred and distorted. She continued to shriek until it stripped her throat raw, and she found herself quaking on the ground behind the boulder. Tears blurred her vision so much, she could hardly see. She heard no sound. Slowly realizing what had happened, she picked herself up and staggered toward the bonfire. Everypony stared at her as she dragged her hooves closer to them, step by unsteady step.

When she reached the crowd's edge, she teetered backward and fell flat on her flank. “I'm so sorry,” she said hoarsely, without bothering to stand back up again. “I know I can't ask you to forgive me for what I've done; I can't even forgive myself. It's a miracle you even trust me at all.”

They stared mutely at her as her eyes wandered from pony to pony, their cold looks making her shiver. Pinkie mouthed a few words, but couldn't choke anything else out. She silently started to weep as remnants of her vision flickered in her mind's eye. Pinkie sank to earth as she felt the atrocities she had unwittingly committed weigh down on her like a set of iron shackles.

Everypony gasped. At first, she thought it was directed at her, but when she looked into their eyes, she saw them directed skyward. Relief surged through her body as she followed their gazes, as if struck by a thunderbolt. Hundreds of pegasi flew toward them. Pinkie squinted and blinked away tears. Among them, she thought she saw a few pegasi wearing the distinctive uniforms of the Wonderbolts.

“Everypony, Scootaloo's back!” said Pinkie, springing to her hooves. “She did it! She did it!”

A sound swept through the gathered refugees that seemed almost alien to Pinkie: a murmur of happiness. The pegasi touched down in front of them, the Wonderbolts at their head. Spitfire removed her flight goggles, and the others followed her lead.

Spitfire took a few steps toward Pinkie. “Are you with Princess Luna?”

Pinkie nodded emphatically. “Cloudsdale's on our side now? Where's Scootaloo! I know it won't be much, but she needs a 'Congratulations-on-winning-Cloudsdale-over-to-our-cause' party!”

Spitfire's face fell and she shook her head. Pinkie gulped and looked more closely at the pegasi. Many were bruised, cut, or bleeding, and all looked noticeably haggard.

“W-what happened?” said Pinkie, shuddering despite the bonfire's heat.

Soarin stepped forward. “We fought as hard as we could. We even beat 'em back at first... but...”

“But then... then he came,” said Spitfire, punching the ground with a forehoof. “There was nothing we could do...”

Pinkie and the refugees held their collective breaths as fear clawed its way into their hearts.

Soarin looked solemnly at Pinkie and the others. “King Cosmo. When it looked like we had the battle won, he appeared. And he... he killed Rapidfire, like he was nothing!”

Spitfire clapped a hoof on Soarin's shoulder. “There was nothing you could've done to save him. There was nothing anypony could've done. I've never seen anything so horrible.” She shook her head again. “He took her. He took Scootaloo. Rapidfire was trying to fly her to safety.”

Pinkie blanched. “No!”

“That's not all he took,” spat Spitfire. “Cloudsdale fell. It's now occupied by a pegasus flight group called the Comets – Cosmo's toadies. Everypony with us are the survivors.”

Pinkie fell back on her flank. “Scootaloo and Cloudsdale... gone?”

Soarin stepped forward. “Where is Princess Luna? We've gotta do something!”

“She's gone somewhere,” said Pinkie without bothering to look up. “Dunno when she'll be back.”

“Look, Soarin,” said Spitfire, stepping in front of him. “Everypony is dead tired. We're not gonna accomplish anything by getting more riled up tonight. Let's get some rest.”

Soarin heaved a drawn-out sigh. “Got any place for us to sleep?”

“Same as us,” said Pinkie in her monotone. “The ground.”

“Thought as much,” grumbled Soarin, laying down on the spot and resting his head in his forehooves.

“Right,” said Spitfire, turning to address the rest of the pegasi. “Everypony, dirt's on a first come, first served basis. I'm gonna need a dozen sentries to handle guard duty. If Cosmo ended up following us somehow, let's not make it easy for him.”

The sounds of thousands of shuffling hooves punctuated by a chorus of groans filled the air as the pegasi obeyed. Following their example, the Ponyville refugees doused the fire and curled up on the softest patches of earth they could find. The noises died down almost as quickly as they had risen. Within minutes, Pinkie found herself the only pony awake, alone in the darkness.

“I'm sorry, Dashie,” she whispered into the air. “Can you ever forgive me?”

* * *

King Cosmo opened his eyes. He gazed out of the east tower's window at Canterlot Castle and the fields to the west. He breathed deeply as he ran a forehoof along an ornate arm of his new platinum-streaked gold and obsidian throne. He grinned as he admired how the jewels of every colour set into it gleamed in the sunlight. A knock came at the door. With his eyes still set upon his kingdom, Cosmo gave the command to enter.

Bastion Yorsets approached the King, his hoofsteps muffled by the black-trimmed red and gold carpet leading from the doorway, down the stairs, and to the throne. Upon his arrival, he bowed his head and lay on his belly. Cosmo tapped a hoof on the throne, his burnished gold hoofguard clinking softly upon the metal. He looked down at Bastion.

“Your arrival is timely, as befits a unicorn of your position,” said Cosmo. “Excellent. You may rise. There is much to discuss, the first of which is the masterful work of the architects.”

Cosmo turned his eye to the enormous statue of himself in the centre of the room. A magnificent example of unicorn sculpting, it stoically looked to the kingdom, as if its stone gaze kept eternal watch over all of Equestria and its subjects.

“Thank you, my King,” said Bastion, bobbing his head. “You will be pleased to know that each and every one of your decrees has been carried out to your exact specification in your absence.”

As he descended from the throne, Cosmo flared his wings as his hooves sank into the thick carpet. “I would expect nothing less. Walk with me.”

Bastion nodded and fell into step with Cosmo. “I am curious, my lord. What is our next course of action?”

Cosmo strutted down the spiral staircase of the east tower, into the heart of the castle. Every one of the numerous guards they passed bowed low. “The mustering of my army will soon be complete. My sister's ragtag band of simple workhorses will be no match for the combined might of loyal Equestria.”

Bastion suppressed a gulp. “So, war will soon be at our doorstep, then?”

The King's molten gaze flicked to Bastion, making him quiver as they neared the castle's front entrance. “Yes, but it is of no concern; by doing so, she is only galloping toward her doom. Now tell me, are my weapons ready?”

Bastion grinned. “Nearly. Tempering them has been a more difficult task than I had anticipated, but fear not, sire, for they shall be ready for use in the very near future.”

As they passed through the outer garden, Cosmo fired a burst of energy toward the trees. It snared a toucan, which squawked in alarm as it was dragged and imprisoned in a cage by the castle wall. “Very good, Bastion. You will now take on an additional responsibility. Is our new guest comfortable?”

“Yes, but – please forgive me, my lord – but I must ask –”

“Why a flightless pegasus filly now inhabits the dungeons?” said Cosmo coyly.

Bastion shivered. “Yes. Isn't it a bit frivolous, my liege? To throw somepony so insignificant in prison while you have proven more than willing to execute those disloyal to you with impunity. Why the act of mercy?”

“Make no mistake, she will die.” Cosmo loosed a laugh that caused birds to fly from the nearby trees. “Her death will serve as a symbol. First, her will shall be broken. Once Luna's head is impaled upon a pike at my hooves, this filly shall tell all of my subjects her tale. A tale of how she sought to defy me, until she realized her error. And then she will bear her neck to me and stand, waiting for her evisceration. It will come. Nopony will dare defy me again.”

“And I presume my task is to pulverize her spirit?”

“Partially,” said Cosmo, coming to a stop in front of the garden's series of statues near the hedge maze. “It is also probable that she was privy to Luna's war counsel. You are to extract any and all information she may possess.”

Bastion nodded and they resumed their walk, passing by statue after statue. “Very well, my King. And what of your endeavors?”

Cosmo smirked. “Cloudsdale is mine and the dragons will be culled. While their patriarch chose death, enough of his brood saw the light of reason to counterbalance any advantage Luna may stand to gain. It is only a matter of –”

The King came to a halt and looked up at Discord's petrified form. He grimaced. Remaining silent, Bastion quizzically looked first at Cosmo, and then at the statue. Cosmo's eyes flared as he stared into the etched look of terror upon Discord's face.

“My King!”

A pegasus Royal Guard landed beside him and knelt.

Cosmo blinked and shook himself. “What is it?”

The guard rose and saluted. “Sire, an envoy has approached Canterlot with an army at his back, but bearing a white flag. What are your orders?”

“Where is this pony from?” said Cosmo as he turned to face him.

The guard shook his head. “Not a pony, sire, but a fox.”

Cosmo raised his eyebrows. “The foxes of the southern deserts. Very well.” He turned to Bastion. “You have your orders. Carry them out.”

Bastion bowed low. “Yes, my liege.”

Cosmo stood in place as the two ponies retreated, leaving him alone with his thoughts. He was not kept waiting for long. A fox wearing a battered black peaked cap with a cracked pair of goggles resting on it, came into view. Cosmo's expression soured as he took note of the fox's missing patches of fur.

“You have sought parlay with the King of Equestria,” said Cosmo, looking down at him, “and I shall grant your request. Speak. What services do you pledge?”

The fox bowed. “My lord, I am the Desert Fox. My troops are fewer in number on account of my enemies, but they are formidable and well-trained fighters.”

Cosmo stalked around him, as if to scrutinize him from every angle. “Of whom do you speak? I presume you seek revenge, do you not?”

“Yes, my lord,” said the Desert Fox. “Even in the far south, word of your power has spread. I speak of the cursed Appleloosans and buffalo. Long ago, they stole the land from my ancestors. I may have suffered a defeat at their hooves, but I will aid you in bringing Equestria – and them – to their knees. All I ask for in return is the lands that are rightfully mine.”

“You said you attacked Appleloosa?” said Cosmo, narrowing his eyes.

“Yes, sire, but those treacherous Appleloosans and buffalo caught me unawares. I will never forgive them for the humiliation and pain they inflicted upon me and my troops.”

Cosmo stopped in front of him and glared. “I dispatched two centuries of my army to occupy Appleloosa. I have not heard from them ever since. Tell me, did you attack a train in recent times?”

The Desert Fox gulped and took an involuntary step back.

Cosmo's eyes flashed. “By attacking Appleloosa, you not only invaded my land, but you murdered hundreds of my soldiers. You have committed high treason, peasant.”

The Desert Fox blanched. “B-b-but, sire, I have no way –”

The air around them darkened. “Silence! I should execute you and your army for their transgressions, but today I am feeling merciful.”

The King's eyes glowed ominously as the Desert Fox quailed before him. A lightning bolt surged forth from his horn, striking the Desert Fox between the eyes. He fell over and lay still. Cosmo shot him three more times, then brought his horn down and touched the Desert Fox's forehead. The Desert Fox's eyes opened. He stood up and stared at Cosmo. His eyes now seemed dull and listless.

“My... will... is... yours... sire,” said the Desert Fox in a hollow monotone.

* * *

A soft, worried voice eased the bone-weary Pinkie back into consciousness. The words spoken swam incoherently in her ears. Despite its distraught undertones, Pinkie found the voice strangely soothing. She wished it would sing a lullaby for her instead.

“Not now, Fluttershy,” Pinkie mumbled.

Her eyes shot open and she yelled, “Fluttershy?” as she sprung to her hooves with a sharp jolt. Her jaw dropped as Fluttershy swam into focus. Fluttershy stood before her, wings flared, with dark rings under her eyes and a dirty, disheveled coat and mane.

“What happened?” Pinkie wailed loudly enough to wake half the sleeping refugees.

Fluttershy paused for a moments, took a deep breath, and began recounting her tale of the past few days. As she spoke, pegasi and refugees alike formed a large circle around and listened with rapt attention. Their faces fell as her story progressed. Once she had finished her account, everypony was sombre and speechless.

Despite the warm summer weather, a chill swept through those gathered. Pinkie, her eyes downcast, wrapped a forehoof around Fluttershy's shoulder and guided her toward a nearby brook. Neither could bring themselves to speak. When they reached it, Fluttershy froze, her reflection gazing back at her from the calm waters. Pinkie gestured at the stream. Fluttershy shook her head and took a step back.

Pinkie cracked a smile, wrapped her hooves around her friend's, and dragged her into the water with a loud splash. A strangled laugh escaped Pinkie's throat as she playfully splashed Fluttershy. The water washed the nightmarish memories of the past weeks from her mind, as it did to the grime on Fluttershy. She could not explain it, but she found the water strangely liberating. As they swam and splashed, Pinkie felt herself drifting back to happier, simpler times.

All the while, they failed to notice hundreds of travel-worn ponies tramping along the dusty mountain trail, drawing closer to the camp. When Pinkie and Fluttershy eventually swam ashore, they exchanged a quick embrace before returning to camp. As they approached, Pinkie's heart leapt as she saw Rarity engaged in a heated discussion with Spitfire and –

“Trixie?” said Pinkie as she neared them.

“Don't get her started, please!” said Rarity, rolling her eyes. “It took days to get her to stop.”

“Did – did Los Pegasus go well?” said Fluttershy.

“We're here, aren't we?” said Trixie, carelessly waving a hoof at the Alpine Heights ponies.

“If you must know,” said Rarity with a loud huff, “it did not go well. No, King Cosmo's army beat us there. Those you see are from a mountain town called Alpine Heights.”

Fluttershy flinched and looked at the ground. “You – you couldn't try to –”

“Do you expect me to venture into a city while thousands of soldiers occupy it? I had no choice!” said Rarity, stamping the ground.

Pinkie looked around and felt a great lead weight in the pit of her stomach. Of course these are ponies from Alpine Heights! The old me would've recognized them and thrown them a welcome party by now! What's happened to me? Pinkie shivered as she felt as if a part of herself had just died. What am I becoming?

Instead of listening to Rarity and Trixie's recount of the past few days, Pinkie trudged back to the boulder she had hid behind the previous night. She finally understood what the need to be alone felt like. Upon arrival, she curled into a ball and wished for the pain to go away. Every time she closed her eyes, faint and blurry recollections of the atrocities she had committed under Cosmo's control flickered before her.

“Please, Dashie, I'm sorry! I'm sorry!” she moaned.

Pinkie opened her eyes again and let out a startled cry. An alicorn, silhouetted in the setting sun, descended upon the camp. With her heart thundering, Pinkie galloped toward the alicorn's destination.

“He's here! He's here! He's here!” said Pinkie as she drew close.

“Calm down, dear,” said Rarity, moving in between Pinkie and the others. “Who's here? I don't see anypony.”

“Look up!” said Pinkie, pointing. “It's – it's King Cosmo!”

They followed the direction of Pinkie's hoof. Panic swept through everypony, and cries of terror and hopelessness erupted throughout the camp as pandemonium struck. As the alicorn came into sharper focus, their dread dissipated as quickly as it had come.

“Princess Luna!” shouted four score ponies.

“We thought you were –”

“King Cosmo?” said Luna. “Perhaps I should have made my return in a less... ominous manner.”

Spike climbed off Luna's back and ran over to Rarity. After giving her a broad smile, he hugged her tightly before scampering off into the gathering crowd. Rarity winked at him as he departed before bowing to Luna.

“Somepony, please recount what has happened,” boomed Luna across the glen. “Our journey was met with moderate success; we have forged an alliance with Iniquitus, the dragon patriarch, but it is evident that many of the dragons will be loyal to my brother.”

Pinkie, Rarity, and Fluttershy each took it in turns to inform Luna of what they had been through.

Luna sighed. “It is a shame that Gwaihir is as cold-hearted as his forefather.”

“What about Applejack?” said Rarity. “She's the only one we haven't seen hide nor hair of yet.”

Luna smiled. “During our return, we spotted her. I can assure you that she was quite successful; the Appleloosans and the buffalo are marching to our position as we speak. I believe there are nearly a thousand ponies from the south as well as a few hundred buffalo.”

Luna looked around and frowned. “Tell me – I see many pegasi in your midst. Evidently, Scootaloo's mission was a success. Why is she not here?”

Spitfire stepped forward. “Your majesty... she's...”

* * *

“You'll never get away with this!”

Scootaloo's scream echoed throughout the stone dungeon. She banged her hooves uselessly against her cell's iron bars.

“Oh, do be quiet,” said Bastion Yorsets as he made his way toward her from the dungeon's entrance. “While the guards have been expressly instructed not to kill you, too much noise may cause them to disobey.”

Bastion nodded. The guard to the left of her cell jabbed her in the stomach with the butt of his spear through the bars. Scootaloo fell back, clutching her chest and wheezing.

“Who are you?” said Scootaloo, gasping in between words.

Bastion glared down at her through narrowed eyes. “I am Bastion Yorsets. I was formerly the Headmaster of Celestia's School for Gifted Unicorns, but now I am one of the greatest vassals of the King.”

“Cosmo won't win,” said Scootaloo sullenly, meeting Bastion's gaze. “My friends will save me, and both of you will be dead!”

“Hah! Don't make me laugh.” Bastion began to pace. “I have witnessed the King's power firsthoof, and I have personally seen to the mustering of his great armies. Luna's paltry forces haven't a chance in Tartarus against him.”

Unwavering, Scootaloo kept her eyes fixated upon him. “You just don't get it, do you, Bastion? My friends wield the Elements of Harmony. With the power of their friendship, they can do anything!”

Bastion huffed indignantly. “Your vaunted Elements are powerless! They are stored deep within Canterlot Tower, and my King has taken steps to assure that they will never threaten his rule. Tell me, little foal, where has this 'friendship' gotten Twilight Sparkle and Rainbow Dash?”

Scootaloo lunged at Bastion and clanged off the bars. “Shut up! Shut up! Cosmo won't win!”

“As Canterlot's leading magic scholar, I have spent many years studying the properties of the Elements. Without all of them, they are utterly powerless! Now, enough of your sniveling. The King has decreed that your mind is to be unraveled.”

Bastion grinned as power crackled on his horn tip. “But first, the King suspects that you possess intimate knowledge of Luna's strategy against us. You are to divulge this information at once. Should you cooperate, your pain shall be lessened.”

Scootaloo's face remained adamant as the wicked light emanating from Bastion's horn played across it. “I'll never tell you anything! Unlike you, I'm loyal to the Princesses, to my friends!”

“Touching, but naive, little foal!” Bastion's magic lashed out and bound each of Scootaloo's legs to the cell's wall. “Such poisonous sentiment is precisely what Celestia would profess. And what became of her? She met final justice at King Cosmo's hooves – the same fate that awaits Luna and those treasonous enough to follow in her hoofsteps!”

A magical whip formed between them. “I am loyal to Equestria's true ruler, and my loyalty shall be rewarded.” He cracked the whip experimentally, sending sparks flying from the stone floor. “Power has always governed Equestria. From ancient to present times, the one who possessed the most power sat atop the throne. This is no different. Opposition of King Cosmo only leads to ruin.”

“You're abandoning Princess Celestia, just because Cosmo's the biggest bully in the playground?”

“Silence!”

A crack of the whip upon Scootaloo's chest punctuated Bastion's command. She screamed as it left a red streak on her coat. Scootaloo writhed as she tried break free of her shackles as Bastion readied the whip once more. But she could not move an inch.

“I won't tell you anything! Never!”

Bastion ground his teeth. “Very well. You force me to do this.” He lashed her again. “You will divulge!” He cracked the whip with each word he spoke.

Scootaloo's head lolled like a rag doll's with each strike. She passed in and out of consciousness as Bastion struck her again and again. Finally, he relented and released her, allowing her to crumple to the floor. Her body burned with agony.

Bastion knelt and scrutinized her as she twitched on the ground. “Has that loosened your tongue?”

“I'll never tell you anything!” she spluttered, unable to stand up.

Bastion rose to his full height and humphed. “You leave me little choice. Perhaps a day without food or drink will change your mind. Fortunately for you, should I continue my efforts now, it may prove fatal. Enjoy your reprieve while it lasts. I shall return.”

As Bastion spun on his heel and left, Scootaloo blacked out.

* * *

Princess Luna stood upon a rock with the camp's bonfire at her back. She turned her gaze to the glen behind her and looked upon its inhabitants. The forces gathered numbered in the thousands, but she knew the number paled in comparison to the army of the King. She looked back into space and shook her head.

“Many of them have not so much as lifted a hoof in aggression, much less engaged in open war.”

She took off and soared toward the camp, touching down in the middle of the crowd next to the fire. The crowd's babble died down at once, and they turned their attention to her. The dancing flames illuminated her stern face and the worn, near-hopeless ones of those nearest her. She cleared her throat.

“Rest well tonight, brave, brave heroes,” she said, not in her booming voice, but one that barely carried throughout those present. “For tomorrow, the end begins. The end of this conflict. The end of King Cosmo! You have witnessed firsthoof the destruction he has wrought upon your homes, your family, and your friends. It will not stop there. Unless he is brought to justice, he will continue to inflict pain and suffering upon you forever. The longer we tarry here, the firmer his grip on the land becomes.”

Luna gestured to the crowd. “Look amongst yourselves. What do you see? I see earth ponies, pegasi, and unicorns, all of whom are united by a common foe – a tyrant who would enslave you and make your wills no longer your own!” She paused for a few moments as she saw everypony begin to stir around her.

“There may be only a few thousand of us, but if we play to our strengths, and fight with all our hearts, for freedom, for liberty, we have a chance. It does not matter how impossible the odds look. If we fail, my brother may never be stopped. All of you must contend with the army he has amassed while I lead the Element bearers into Canterlot Castle itself.” Luna spoke faster as she felt the passions of those around her ignite.

“Once we have acquired the Elements of Harmony, we will assault the King directly.” She stamped the ground. “The Elements of Harmony have served as the eternal guardians of this land, even before we alicorns were created. They will see us through this. King Cosmo has been overcome by the Elements once before, and he shall be again.”

“Princess Luna!” said Spitfire, landing next to her. “Cloudsdale is lost. With Cosmo in control of our Weather Factory, any attack on Canterlot is futile! Do you have any idea what that thing can do? We must reclaim our city!”

A loud cheer erupted from the pegasi following Spitfire's interjection. Luna frowned. “I am reluctant to divide my forces and to delay our assault on Canterlot. Are you sure that Cloudsdale cannot be circumvented?”

Spitfire stared determinedly up at her. “No. If Cosmo's goons use it properly, the Weather Factory will tear large chunks of our army to shreds. We must get Cloudsdale back.”

Luna sighed with resignation and pawed at the ground. “Very well. When we set out tomorrow, continue the march east.” She looked to her right and her ears flattened. “Spike, it falls to you to greet Iniquitus upon his arrival. I shall lead the attack upon Cloudsdale myself. We will rejoin you once the city is ours. Perhaps we can use the Factory to our advantage in the coming war. Now, rest while you can. Tomorrow, we shall take our first steps toward the liberation of Equestria, once and for all!”

Everypony cheered and stomped their hooves, making the ground shake. Luna solemnly raised a hoof before unfurling her wings. She lowered her hoof and flew back toward the rock, away from the camp. Each beat of her wings felt laboured. She closed her eyes, allowing the cool night breeze to gently tickle her face. She felt a twinge of fear in the pit of her stomach, which rippled through her whole body. She shivered and tensed up.

“Here I sit, upon the eve of battle,” she whispered into the night. “Am I truly correct? Will the Elements come to our aid as they did for Celestia and I so long ago? The repercussions of this war will be unforgivable and unrecoverable should I be in error.”

She opened her eyes and looked skyward. Tears trickled freely down her cheeks. “Sister... I do not want to be alone in this conflict. You were always there at my side in times like these. You protected me, and guided me along the right path as we fought for the safety of this land and its inhabitants.”

Her vision blurred. “I promise I won't let him destroy this wonderful kingdom that you have created. I – will – not – let – him!”

Chapter XX - The Battle of Cloudsdale

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Chapter XX
The Battle of Cloudsdale
===============

Spike lost count of how many times he had stared at Canterlot Castle, which grew steadily larger on the horizon. Dust clouds rose and pebbles danced as the tramp of thousands of hooves shook the road like an earthquake. The ranks of Luna's army had swelled over the course of the day, with the addition of the Appleloosans and the buffalo. As he turned his attention to the troops, fear jolted through him.

How many of them are gonna die?

He hugged Rarity's neck. Even her offer to carry him after he had nearly collapsed from exhaustion under the blazing sun could not ease his spirits.

Feeling the tightening of Spike's grip, Rarity turned her head. “Is something the matter, Spikey?”

“It's just...” Spike sighed and waved a hand at the army. “Everything.”

“I know what you mean,” said Rarity as she continued to plod forward. “But everypony here is doing what's right. We've both seen what King Cosmo is willing to do to somepony who stands in his way.”

Spike shivered. “But – but everypony here could die,” he said in hushed tones.

“Then we'll have died for a good cause,” said Rarity, her voice loaded with an unnerving amount of resolution. “I saw what his soldiers tried to do to Alpine Heights. You saw what he did to – to Twilight. Is an Equestria with him as King worth living in?”

Spike relaxed his grip slightly. “You're right. But I can't help feeling like we're all marching to our deaths...”

“Everypony here understands the risks. What matters is we trust in Princess Luna. She's the best hope we have.”

Spike nodded and gazed at the many towers of Canterlot which looked down upon their approach. It surprised him how the simple act of transferring the crown of Equestria from one head to another transformed Canterlot into such an intimidating fortress, when it had felt so welcoming just a fortnight ago. The thought that Cosmo could be watching them from one of the towers at that moment made Spike's scales crawl.

Spike felt as if his fears had been confirmed when the sky abruptly began to darken. The army halted. He looked up in alarm and cried out, but breathed a sigh of relief when he saw the cause of the darkness. Iniquitus, accompanied by scores of dragons, descended upon them. He touched down at the head of the army, and Spike leapt off Rarity's back and rushed to greet him.

“We meet again, little one,” rumbled Iniquitus, lowering his head closer to Spike. “Where is your Princess?”

“She and the pegasi have flown to Cloudsdale,” said Spike, his hands trembling. “Princess Luna told me to welcome you as we march to Canterlot.”

“She will return soon, I trust?” said Iniquitus, drumming his claws on the road, inflicting enormous gashes upon it.

“As soon as she's retaken Cloudsdale,” said Spike. “She's got the Wonderbolts, plus hundreds – or thousands – of pegasi with her! Cloudsdale's as good as ours!”

Iniquitus let out a deep, mirthless chuckle. “You underestimate Cosmo, little one, and so does she. Unlike any of you, I fought a war against Cosmo long ago. He was a cunning foe then, and the intervening centuries have only tempered that cunning, I daresay.”

Spike stood his ground. “Luna's got this! I know it.”

Iniquitus laughed. “We shall see, little one, we shall see...”

* * *

Luna grimly surveyed the city before her from behind a thick veil of clouds. Nearly all of its once magnificent structures bore the scars of the previous night's battle. She squinted. From here, she could only see a few squadrons of the Comets patrolling the city. She frowned. It was most unlike her brother to leave such an important location with little protection.

“Good,” said Spitfire, hovering next to her. “They're none the wiser. We may have lost control of Cloudsdale, but nopony can move clouds like our pegasi.”

Luna nodded. “A wise decision indeed.”

Soarin looked far behind them, to the swarm of slowly approaching Cloudsdale pegasi. “Are we just about ready to do this thing? It looks like everypony's in position.”

Luna turned to face the Wonderbolts. “Very well. The strategy is clear, and we are poised to strike. You may commence the attack.”

The Wonderbolts tossed Luna a quick salute before splitting up and zooming toward different sections of the approaching pegasus air force. After a moment's pause, the entire fleet of pegasi sped toward Cloudsdale. Luna took up formation with them as soon as they neared her position. She veiled herself in a dark haze as she galvanized her power in preparation for the coming battle.

They breached the fluffy wall of white clouds like a spear would flesh. The sounds of Cloudsdale's alarum reached Luna's ears as soon as the first ponies emerged from the clouds. As they drew closer, the Comets scrambled into action, rallying at the city's edge, preparing to meet their foes.

Luna frowned. “There must be only a few hundred of them. Brother, what is your plan?” She blinked and tried to wash away her doubt as the two forces hurtled toward one another at full speed. “Keep your distance from the buildings!” she shouted. “There may be more of them concealed within!”

The forces met several meters above Cloudsdale. Spitfire and Soarin exchanged feral grins before diving headlong into a tightly packed group of Comets. The Comets struck at them, but the two Wonderbolts juked the blows and struck back. Two foes plummeted earthward, one with a shattered pair of goggles, the other with a crushed windpipe.

Spitfire sped upward, pursued by three opponents. Soarin, locked in a tight dogfight, finished his foe with a series of quick jabs and a pair of kicks from his hind legs. He looked up and surged after his wingpony. He caught up to his foes within seconds and wrapped his forehooves around one Comet's wings. The Comet struggled before Soarin brought his hooves up and snapped his neck.

When Spitfire saw what Soarin was doing out of the corner of her eye, she banked hard left before corkscrewing around and smashing into a Comet's chest. He fell with a grunt, and Spitfire brought her hooves up just in time to parry a jab from her foe's comrade. She darted upward and brought her forehooves down on her opponent's head, cracking his skull.

They nodded to one another and surveyed the battle roiling around them. Their comrades were not faring as well. Although the Comets were heavily outnumbered, they held their ground against the Cloudsdale pegasi, who lacked the training, speed, and agility of the Wonderbolts. Soarin and Spitfire steeled themselves as they plunged into the thickest part of the combat.

Luna gritted her teeth as she sped toward a pack of Comets near the middle of the battle. Darkness pulsed around them. The Comets hovered in place and flailed blindly as she swooped in. White electricity crackled on Luna's horn tip and illuminated the sky around them like a buoy in a thick fog. They lunged toward her, but when they drew close, she unleashed her gathered power.

Lightning bolts encapsulated her foes, playing across their bodies and invoking screams of anguish. The Comets writhed as they struggled to break free, but pegasus after pegasus dropped from the sky as the electricity overrode their brains' command of their bodies. When the last of her foes had perished, Luna closed her eyes and exhaled, returning the air around her to normal.

Cheers of triumph rippled throughout the Cloudsdale pegasi as they witnessed the heroics of Luna and the Wonderbolts. They fought with renewed vigour, driving the outnumbered Comets farther and farther back. In the Comets' midst, the Captain led a squadron in a counteroffensive. He wove his way through a group of his enemies, aiming precise kicks and jabs as he passed through.

Emerging from the dogfight unscathed, Captain Comet soared hundreds feet above it before he spun around and hurtled toward them. Gaining velocity by the second, he appeared as a streaking blue meteor. He smashed into the pegasus cluster, laying waste to anypony in his path – friend and foe alike. Once he emerged from the other side, he looped around, laughing as he prepared for another pass. Three Wonderbolts blocked his flight path before he could gain enough momentum.

The Captain screeched to a halt and spat as he sized up his adversaries. “Wonderbolt scum.”

“You'll pay for what happened to Rapidfire!” shouted Spitfire, baring her teeth at him.

“Don't make me laugh,” said the Captain. “His fate was no different from anypony who doesn't serve the King with unquestioning and unrelenting loyalty! Mark my words: none of you shall leave this city alive.”

“Big talk for somepony whose air force is a fifth the size of ours,” said Soarin, wiping a bloodied forehoof on his flight suit.

“You think you'll take the city?” Captain Comet carelessly gestured at the battle raging around them. “Cloudsdale belongs to the King! It will never fall to enemy hooves!”

Soarin roared and charged toward him headfirst, Spitfire and Fleetfoot in tow. The Captain banked hard to the right, narrowly avoiding him, but he left himself exposed to Spitfire's forehooves, which slammed directly into his chest. Winded, he doubled back, dropping several feet. Fleetfoot ducked under him and aimed a kick that connected with his chin.

Captain Comet spat out blood. “You'll – regret – that,” he said as he flew toward the core of his air force as quickly as his wings would carry him.

“Wonderbolts, to me!” boomed Luna's voice across the sky. “Drive them back!”

Cloudsdale's five ace fliers congregated around her and formed the point of a wedge that drove mercilessly into the heart of the Comets' formation. The Comets scattered before them like leaves in the wind. Luna allowed a grim smile to spread across her muzzle. With their numbers thinned, the Comets dispersed and took cover in the city's structures. Spitfire flew to her side.

“We got 'em,” said Spitfire, bearing only a score of minor cuts and scrapes.

“It is a shame that they did not abandon the city upon their defeat,” said Luna, keeping her eyes fixed upon Cloudsdale. “There is no doubt that King Cosmo has a stratagem.”

Spitfire rubbed her chin. “But what? His air force took a beating.”

Luna's eyes narrowed. “That remains to be seen...”

Soarin joined them and tossed Luna a salute. “Princess, is it time for phase two?”

“Yes,” said Luna. “Take your assigned flight groups and exercise extreme caution; my brother will not let this city fall easily, and the few hundred pegasi employed against us were not the full extent of its defenses.”

Spitfire and Soarin saluted and flew to different sections of the pegasus formation. In under a minute, Luna's air force split up and flew toward various sections of the city. Luna hovered in place to observe their progression through Cloudsdale, ready to rush to their aid at any sign of trouble. With the help of Spitfire, she had divided the city into quadrants.

The first was the residential zone, with its myriad of houses capable of concealing hundreds of foes. As she watched the skirmish in the streets below, her fears were soon put to rest. Despite their ability to use the buildings as cover, the hoof-full of Comets defending it crumbled before Spitfire and her troops.

The second quadrant was Cloudsdale's Weather Factory. The pair of Wonderbolts leading their detachment appeared to gain entry with no opposition. Doubt flickered in Luna's mind.

“This is far too easy,” she muttered to herself. “Brother, what are you hiding from me?”

She turned her attention to the town centre. Though it was not a particularly large objective, Luna considered it important. Soarin himself had volunteered to lead that assault, taking only the pegasi whom he had hoof-picked, as he had anticipated it to be difficult to capture. Luna gasped when she witnessed its defenses crumbling as well.

“Of course!” She sped toward the Cloudsdale Coliseum where Fleetfoot and her contingent fought. “The Comets must be using it as their staging area if they are not anywhere else!”

Luna gritted her teeth as she desperately tried to reach it before it was too late. The Coliseum, open as it was, seemed like the least logical place to hide a reserve force, which also made it the easiest to overlook. Its sheer size allowed it to house hundreds of pegasi.

When she flew over the upper lip of the Coliseum, her jaw dropped. A few dozen Comets were already fleeing, as they too had been routed by the Wonderbolt-led pegasi. Before she could do as much as lift a hoof in assistance, the remaining Comets fled toward the Weather Factory.

“Regroup at the city hall!” said Luna, waving a hoof at Fleetfoot. Doubt continued to gnaw at her. Something was not right. Not a single quadrant had appeared to put up much of a fight.

Cloudsdale had not sustained much damage, relative to the ravaged state it was already in. Luna saw groups of pegasi congregating above the city hall and the residential area, as well as the group from the Coliseum behind her. A sharp twinge of dread stabbed the pit of her stomach.

“Has anypony returned from the Weather Factory?” she said to Spitfire when she they landed in front of the city hall.

Spitfire shook her head. “No, and I've been keeping an eye on it, too.”

Luna winced. “Then it is certain. That is where they are making their final stand. Who knows how many of them lie in wait?”

“We can't just leave everypony in there to die!” said Spitfire, punching the air. “They could be alive inside, fighting! We have to help them!”

“And help them we shall,” said Luna, flaring her wings. “But we must be wary. It is possible that they have been killed by an ambush. Many ponies have lost their lives today. I do not wish to fruitlessly add to the death toll.”

“I say we hit 'em with everything!” said Soarin. “I've been inside the Factory tons of times. There's no way there can be enough of 'em to stop us all.”

Luna reluctantly nodded. She stared intently at the Factory, fervently hoping to see signs of combat, but there was only silence. She shivered as she led the pegasi toward it. They reached it with no opposition. Its doors lay wide open. Flanked by Soarin and Spitfire, she took a hesitant step inside. The Factory was eerily quiet, its various normally-churning contraptions unmoving. When she turned and began surveying the floor, she almost cried out in alarm. Beyond the initial set of machinery, it was festooned with the corpses of Cloudsdale pegasi and Comets alike, including –

“NO!” screamed Soarin, flying toward a pair of bodies.

Luna's face fell when she spotted them. Near the entrance to the rainbow factory lay a pair of pegasi clad in the distinct uniforms of the Wonderbolts, the dark blue fabric stained red.

“They must be in the rainbow factory!” said Spitfire, struggling to maintain her composure.

Luna abruptly fired a beam of concentrated energy into the room, creating an explosion that rocked the whole factory and left a thick haze of purple smoke.

“Quickly! Move!” said Luna, charging into the factory beneath the veil she had fashioned.

When Luna and the pegasi entered it, they braced themselves for the Comets to be upon them like a swarm of bees whose nest had been disturbed. But to her thorough befuddlement, the rainbow factory was completely deserted, its floor almost completely devoid of bodies. The pegasi looked around and started to babble amongst themselves as the smoke cleared.

“Are there any other rooms in this facility?” said Luna, looking at Spitfire.

“Just one,” she said, indicating a large pair of doors with elabourate patterns of clouds decorating them. “The refinery.”

Luna gazed at the doors. “I imagine that is where –”

“The raw materials of all the weather are processed before being distributed amongst the other sections of the Factory,” said Soarin. “That's where they must be hiding!”

Luna nodded. “There is no telling how many Comets are behind those doors. Be prepared for anything.”

Her horn shimmered as the doors creaked open to reveal yet another deserted room full of inactive weather machinery. Crates of all shapes and sizes were piled high. Luna's gaze frantically darted from side to side, expecting a group of Comets to pop up from behind a pile of crates at any moment. But the refinery remained silent save for the scores of careful hoofsteps upon the tile floor. When they rounded the corner of yet another crate tower, they were greeted by a single Comet.

“Ah, welcome, Princess Luna,” said the Comet, bowing in an exaggerated fashion. “So glad you could make it!”

“Spare me the theatrics,” said Luna brusquely. “Where is your master?”

“Oh, the Captain and his forces are long gone.” The Comet, smiled broadly. “You, however, won't be joining them.”

“Silence!” said Luna, her voice echoing throughout the vast room. “You will answer me clearly, or you will meet your end!”

The Comet tossed her head back and laughed, voice cracking from the pitch she tried to achieve. “But I am answering you clearly!” she said. “Once we knew of your grand entrance, the Captain left through the refinery's loading bay. We're completely alone here.”

It was then Luna noticed the device the Comet held. It was a slipshod contraption that had a small lever, as well as a wire connecting it to various nearby crates. No sooner had Luna realized this than the Comet pulled the lever, a crazed glint in her eyes.

“Everypony, get out! NOW!” screamed Luna as she took flight and soared toward the exit at top speed.

The others cried out as they attempted to join her, but within seconds, the crates near the Comet exploded, with all the adjacent crates following suit. Luna dared a glance behind her and saw the refinery engulfed in flames as more and more crates full of volatile material exploded in a deadly chain reaction. The pegasi bumped into each other as they tried to escape.

“My wing!” yelled Soarin, trying to free himself from a crate that landed on him and pinned him to the floor.

Spitfire rushed over and grunted in exertion as she helped her wingpony lift the crate. Soarin took off like a bullet as soon as they succeeded. As Spitfire began to join him, another crate, this one from the top of a nearby stack, tumbled down and hit her squarely in the back, spinning her out of control for a few seconds.

When she regained her bearing, she could only open her mouth in horror as a wall of fire rushed to greet her. She could not utter so much as a squeak before the inferno ravaged her, immolating her coat and flight suit in less than a second.

“SPITFIRE!” cried Soarin as he continued to speed toward the exit.

The flames rapidly gained on them, consuming pegasus after pegasus as the explosion grew in strength and speed. Luna projected all of the power she could spare as she unleashed it past the pegasi behind her in an attempt to stall the wild flames. Unhindered, the explosion, fueled by the vast quantities of volatile raw materials, devoured her magic as easily as it did everything else.

With one final burst of speed, Luna shot out of the Weather Factory's front doors, closely followed by scores of pegasi. A mighty plume of fire billowed out from the doors in pursuit. In moments, the inferno consumed the entire structure. The pegasi flew as far away as they could before a deafening explosion rocked all of Cloudsdale.

Its shock waves sent the pegasi tumbling in all directions. When Luna managed to right herself, she hovered in place, slack-jawed, and her eyes filled with tears as she bore witness to the most terrible display of fireworks she had ever seen in her many years of life.

Chapter XXI - Under a Darkling Sky

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Chapter XXI
Under a Darkling Sky
===============

Canterlot Castle's portcullis smoothly ascended, granting Miasma access to the castle grounds. Her lantern-like eyes peered about the surrounding area, and she grinned as anypony who fell under her malefic glare trembled. She strode past regiments of drilling soldiers in the castle grounds, servants scurrying about, and unicorns shooting deadly fireworks into the sky as they practiced offensive magic.

What gave Miasma pause in her observation was how drastically the castle had changed during her brief absence. The various shops and houses that populated the outer portion of the grounds behind the castle walls were plastered with banners of the King. She smiled and looked up at the castle itself. Somehow, it seemed to be a colossus stretching its arms far and wide over the land, representing King Cosmo's broadening influence.

As Miasma reached the castle's reinforced double doors, they swung open. The guards stationed at the entrance gave crisp salutes. Before entering the castle proper, she looked to the streets behind her. Her newly-raised army from Manehatten tramped along the road in her wake, its ranks swelled by the thousands. The King would be most pleased.

A small bird flew overhead, merrily singing its summer tune. An expression of pure contempt contorted Miasma's muzzle as she blasted the helpless bird with a bolt of magic. The creature's blackened corpse hit the ground soundlessly. Sparing nopony a second glance, she spun around and stormed into the castle, heading toward the east tower. As she swept through the corridors of Canterlot with swift, purposeful strides muffled by the black carpets, she could not help but notice some sort of painting or statue of the King staring down at her every few feet. Everywhere she looked, at least one banner of his insignia was visible.

Miasma chuckled when she laid eyes on a hallway that had not been finished yet, the old banners of Equestria laying in tatters on the floor next to a smashed statue of Celestia. The dust from the broken rock dirtied the carpet. As she ascended the east tower's spiral staircase, she felt adrenaline surge through her in anticipation of the coming war. Within the next few hours, the fate of Equestria would be decided once and for all.

“The King has been expecting you, my lady.”

Miasma blinked. She had been so engrossed in her thoughts, she had not realized she had reached the grand entrance to King Cosmo's throne room. She glared at the Guard, who jumped a few inches into the air and pushed the door open as quickly as he could. As she entered and slowly descended the stairs, she studied the King's face. His demeanor was passive, but his eyes glittered with a sort of childish glee. Upon reaching the throne, she bowed her head and kneeled before her lord's hooves.

“Report,” said the King impassively. “I take it that Manehatten proceeded according to plan?”

“Yes, my King,” said Miasma, raising back to her full height. “Our ranks swell with thousands of fresh conscripts from the city as well as suitable equipment. We suffered virtually no losses.”

“Good,” said Cosmo. “Your work here is now done; all the pieces have been set in motion. Soon, the game will begin, and Luna will meet her demise, assuming that she still lives.”

Miasma took a step back. “My lord? I witnessed a catastrophic explosion from Cloudsdale. It must have illuminated all of Equestria and beyond. Additionally, during my return, scouts reported an army thousands strong marching toward the castle. They will arrive as early as tomorrow morning.”

“That is correct,” said Cosmo, leaning back in his throne. “The army marches to its death. My forces will soon be prepared to expunge them from the fields below. Not a single piece of Luna's traitorous filth shall set hoof in my fortress.” His eyes flared. “And the explosion you witnessed was the destruction of Cloudsdale's Weather Factory. A small sacrifice to make, in exchange for the obliteration of her air force. Captain Comet has done well.”

Miasma chuckled. “Shall I lead your legions into battle, my King? I will tear them apart myself.”

“No,” said Cosmo. “I have other plans for you. You will remain here with me.”

Miasma's eyes narrowed. “But what of Luna? Surely one of us will need to deal with her.”

“That will not be necessary,” said the King, rising to his hooves and slowly walking toward the window. “Soon, Luna will enter the castle relatively unprotected. I have no need to seek her out; she will come to us.”

Miasma walked with him. “Of course. She thinks the Elements will be her saviours.”

Cosmo stared at the grounds below. “Correct. She should realize that without you and Rainbow Dash, they will do her no good. Come. The army awaits my presence.”

He unfurled his wings and his horn emitted a light that enveloped both himself and Miasma. Turning his attention to the window, he opened it with a flick of magic. He paused. then fired a bright burst of sparks into the sky. The sound of an alarum reached their ears. Cosmo began to flap his wings, and ascended from the tower with Miasma beside him, lifted by his magic.

Once clear of the tower, they descended toward the royal balcony. Cosmo laughed as he scanned the skies. Sizable formations of pegasi flew toward his destination. High above them, scores of dragons circled the castle like storm crows, slowly gravitating toward the grounds. When the King landed upon the balcony with Miasma touching down beside him, he surveyed the army gathering before them.

The entirety of the castle grounds, stretching from the balcony to the castle wall, was filled with thousands upon thousands of soldiers, each clad in gold and silver armour. Seemingly endless ranks of foxes, unicorns, pegasi, and earth ponies faced him in precise rows, every head looking up at him. The dragons landed at the army's perimeter.

“My loyal subjects,” boomed Cosmo's voice. “The time is upon us! As I speak to you now, my traitorous sister is leading an army that marches on our doorstep. She brings civil war and unrest. See to it that she does not succeed. I behold over four legions of ground troops before me. Your numbers are plentiful, and hers are few. My command is singular: annihilate them. Slaughter everypony who opposes my eternal reign without mercy or remorse. Now go forth. You will march down the mountain as the sun rises. Crush them in the open field, and let their bloodstains upon it serve as a testament to my unbridled power. Bring victory to your King!”

* * *

“Halt!” said Luna as she turned to face her army.

Her heart sank when she shot a quick glance at a pair of earth pony refugees, who had been muttering to themselves. When they grew aware of her attention, they quickly averted their eyes. This was one of many such occurrences in the column throughout the morning and previous day. Their despair had been palpable; Soarin and the pegasi's despair proved virulent.

Luna shuddered as she looked up at Canterlot Castle, which grew larger as they drew closer, its towers staring down at them menacingly. She squinted. What looked like a stream of light trickled down the mountainside, starting from the castle's front gate. Even from such a great distance, there was no mistaking its source. The sun glinted off the polished armour of legions of the King's soldiers.

She raised a hoof, bringing her army to a halt. “The battle draws close. Even now, King Cosmo's army is preparing to meet us upon the fields below Canterlot. We must now fight not only for ourselves, but the whole of Equestria and beyond!”

“Why should we?” said an earth pony from Alpine Heights loudly.

“Yeah, ponies who follow you are only asking to get themselves killed!” said a mare from Ponyville.

“Cosmo can't be any worse than getting blown up!”

“SHUT UP!” said Soarin over the din, flying over to Luna. “Look, nopony saw what happened at the Weather Factory coming. Take it from me, Princess Luna and I did everything we could to avoid a trap, but – but Cosmo outsmarted us. There was nothing anypony could've done.

Soarin's outburst only served to stir the crowd's ire.

“You don't honestly believe that, do you?”

“What can you really expect from somepony who was locked up for a thousand years?”

“She's too old-fashioned to lead us.”

“Now you wait just a minute!” said Rarity over the din as she charged to Luna's side. “Princess Luna is a wonderful leader. Why, if it weren't for her, I'd be dead. Need I remind you of Ponyville? My entire life's work is gone – and the town, of course – which is only a hint of what's to come to all of Equestria should we lose here today. Living in a world where Cosmo is King is worse than death!”

The crowd's outrage did not decrease until Fluttershy flew circles around Luna and Soarin, staring at the army intently all the while. “You can't just run away, not now,” she said, her voice barely audible. “Princess Luna loves and cares for everypony in Equestria. To King Cosmo, we're just tools for him to achieve his goals. He used one of our friends, to kill another, just because she was a threat to him. I'd never hurt anypony, but I will do what it takes to see Cosmo brought down!”

“Me too!” said Applejack as she forced her way through the ranks to join Luna. “If Cosmo wins today, then everything and everypony we know and love will be gone, just like that! All he cares about is himself. Many of y'all saw what he did to poor Twilight! The one thing that mare valued above all else was friendship, and what'd he do? He just used it against her, and now she don't even have her own free will anymore!”

“Free will...” said Pinkie. “Free will is precious. He took that away from me. I can't even close my eyes without seeing what he made me do to Dashie over and over and over and over again!” She collapsed in front of the army and began to sob into her hooves uncontrollably.

Luna's mouth quivered as she found herself on the verge of tears. “Thank you...” she said to the five ponies gathered around her. “Soldiers, if you will not heed my words, heed theirs! They are ponies just like you: unicorns, earth ponies, and pegasi alike. They all share one thing in common, as do you: they have suffered terribly at the hooves of King Cosmo. Before us lies his stronghold and the army that protects it. His grasp upon Equestria is relatively weak now, but grows stronger with each passing hour.”

She pawed the ground and her eyes narrowed with resolve. “You are the only living representation of direct opposition to his rule. But know this: the longer we wait, the stronger he becomes and the tighter his hold over the land will be. We must strike now, before he can gather forces from all corners of the world, for once he does, he will sweep through any free cities like the Scourge of old that nearly wiped out the zebras. Soldiers, I ask, no, I beg of you, fight for what is right. Fight for freedom, for liberty, for free will! For if Cosmo triumphs this day, those things will be forever lost. I will march into battle and storm Canterlot Castle alone if I have to, for mark my words: as long as I still draw breath, I will never stop fighting. I do not care if Cosmo has one or ten legions at his command, for only one of us will survive this night!”

Upon finishing her plea, Luna cast her eyes downward, not wanting to meet the discontented glares that had been boring into the back of her head for the past day and night. But to her surprise, she heard the stamping of hooves. At first it was faint, but it mounted in volume until it was akin to thunder, and the ground shook as the thousands of ponies in front of her roared with applause. Filled with renewed hope, Luna turned around and held her head high, watching a massive column of Cosmo's army forming at the mountain's base.

The sheer size of the King's army exceeded even her expectations. She could not fully estimate its size while it gathered from this distance, but she guessed there were at least three full legions, which meant her forces were outnumbered at least three to one. She was sure Cosmo himself would eschew dirtying his hooves on the battlefield. By the look of things, the number of disloyal dragons did not outweigh those Iniquitus had brought with him.

“As amusing as this is, we have work to do,” rumbled Iniquitus, landing beside Luna. “Cosmo's underlings will not tarry now they are on the warpath.”

Luna nodded. “I thank you, o great dragon. I will never forget this, and I am truly in your debt.”

“Spare me your thanks,” said Iniquitus, unsheathing his claws. “We care not for your petty family squabbles. I want Cosmo's head for the transgressions he has made against my kin, both past and present.”

“Bring us victory on the field, and I promise I will do everything in my power to bring down my brother within the castle.” Luna turned toward Pinkie, Applejack, Rarity, and Fluttershy, and adopted a hushed tone. “You four, stay close to me at all times. We will not participate in the battle for long; we must retrieve the Elements of Harmony from within Canterlot Tower before confronting King Cosmo.”

“Uh, Princess,” said Applejack, scratching her head. “I hate to burst yer bubble, but there are six Elements and only four of us. We couldn't defeat Discord until we used all six!”

“Once upon a time, my siblings and I were the ones who harnessed them. Mayhap I can use them once more in our greatest time of need.”

“I – I trust ya,” said Applejack, straightening her hat. “Let's do this thing.”

“Forward!” boomed Luna. “For Equestria! For Celestia! For freedom!”

The ponies and buffalo echoed her warcry at the top of their lungs and began to march toward Canterlot and the mustering army before it. Both forces closed quickly, the dragons on either side circling overhead like oversized vultures. Once the armies were a short distance apart, hundreds of pegasi, clad in the uniforms of the Comets, rose from the enemy ranks to join their dragon allies, posing a significant numerical advantage over their counterparts in Luna's army.

“Charge!” bellowed Chief Thunderhooves, as he led his tribe directly into the enemy lines.

Mimicking the chief's warcry, the rest of Luna's army charged toward Cosmo's legions at a full gallop. Momentarily taken aback by the bloodlust of their enemies, Cosmo's forces hesitated for a moment before they rushed toward them, the long lines of the two armies clashing in hoof-to-hoof combat. The normally silent fields to the west of Canterlot rang from the sounds of pitched battle.

Luna discharged a surge of white electricity from her horn, its tendrils brilliantly playing across the armour of a group of soldiers who bore down on her. No sooner had they collapsed lifelessly to the ground, than they were replaced by fresh bodies from the next rank. Try as she might, Luna gained little ground against the legions' onslaught.

Even when Applejack charged forward and began to wildly kick the soldiers with enough force to crumple their polished silver and gold armour inward, Luna saw her army being pushed farther and farther back. Rarity's magical attacks, though less devastating than Luna's, were effective on the few soldiers she targeted, sending small stones through their eye sockets or hurling them high into the air.

“Luna, above you!” said Pinkie, pointing above Luna's head.

Luna's eyes shot skyward in the direction of Pinkie's hoof. A powerful jet of dragon flame headed straight for them. With not enough time to mount an adequate defense, Luna desperately grabbed ten soldiers with her magic and flung them toward the incoming fire. They intersected in a fiery blaze, and their blackened corpses hit the ground in a shower of ash and melted armour.

“We cannot keep fighting like this; we must break through!” said Luna. She turned to Applejack, Rarity, Fluttershy, and Pinkie. “The four of you, hold on!”

Luna took flight and harnessed every ounce of magic she could. She enveloped her four companions in a field of white energy and pulled them along as she took flight, weaving through large pegasus aerial combats, deadly plumes of dragon breath, and a myriad of stray spells from the Canterlot unicorns. Between her desperate maneuvers, Luna managed to get an idea of how the battle progressed, and her heart sank. It looked like her forces were being steadily pushed back on most fronts by the superior numbers of the King's army.

She gritted her teeth as she veered off to the side of the battle, seeking a suitable place behind friendly lines to land and concoct an attack plan, for a direct flight toward Canterlot Castle would be suicidal. When she had set a course for a safe location, she found her way blocked by a squadron of Comets, far more than she could hope to deal with due to her current magical exertions. Her expression hardened into one of resolve as she let forth a deafening, indecipherable shout accompanied by a bright magical shockwave. The Comets cried out and groped at their goggled eyes. She sighed with relief as she slipped past her blinded foes.

“We need to think of something,” said Luna to the others upon touching down. “We cannot get to the castle walls at this rate, and we certainly cannot afford to stay out here; it is too exposed.”

“Um... Princess... excuse me...”

Luna looked down. “Yes, Fluttershy? What is it?”

“Don't you have control over the moon, and now the sun... because...”

Luna frowned as she looked skyward. “Not entirely. Upon the death of my sister, my brother appropriated control of the celestial bodies.” She took a deep breath. “However, I am the Princess of the Night. It will not be easy, as he will oppose me at every turn once he discovers my ploy, but I should be able to wrest command of the moon for long enough to accomplish our goal. Should I succeed, we can slip into the castle undetected.”

Her eyes glazed over, and she began to emit a dark purple light, which intensified until it enveloped their group completely. Luna's wings fanned out and began to flap at a pace slow enough to gradually lift her into the air. The sky grew darker as she ascended, and the black haze of night pulsed from her body.

The four ponies surrounding her began to see stars appear in the sky, but just before they were about to congratulate Luna on her success, an orange light ignited from atop the highest tower of Canterlot Castle. As the light grew more and more brilliant, so too did the sun's rays.

Every pony, buffalo, fox, and dragon paused mid-combat and gawked at the spectacle in the sky. The moon grew visible despite it being midday, and it projected a dark mist toward the sun, as if trying to blot it out. But the sun emitted a blinding light that sliced through the haze, forcing long shadows to wildly wax and wane. Luna began bellowing in a deep, rumbling voice, chanting words nopony understood, her incantation intensifying the darkness.

Over the constant, seemingly omnipresent thunder of Luna's voice, another voice made itself heard. At first, it sounded faint, but it grew steadily louder, chanting words of the same tongue. The voice was male. The two voices constantly shifted in volume, and as Luna's grew stronger or weaker, the shroud of darkness over the battlefield followed suit. The voices' cadence dictated the heavenly duel's flow. Gradually, Luna's voice began to drown out King Cosmo's, and the moon began its ascent to superimpose itself over the sun.

“An eclipse!” said a Canterlot unicorn, galloping full tilt past scores of Luna's soldiers, who all had their eyes fixed upon the events above. “Somepony, stop her!”

“Oh, no you don't!” said Rarity, charging toward the opposing unicorn.

The two unicorns locked their horns in combat, sending a shower of multicoloured sparks flying in the growing night. Rarity noticed her opponent was a well-groomed mare, which hardly surprised her as even the rich upper class of Equestria was not exempt from conscription into the King's army. Both combatants exchanged a flurry of quick blows, each managing to parry the others' attacks, until Rarity spun around and gave the startled mare a quick kick to the chest. The blow sent the unicorn stumbling backward, the hit ringing off her armour. Rarity rushed forward and slashed her across the neck and chest, her horn's magically enhanced swipe piercing armour and flesh alike.

Rarity grimaced when she looked at her handiwork. “I do not want to commit such a boorish act again.”

Luna uttered one last word with a strong tone of finality, and the moon fully eclipsed the sun, plunging the whole battlefield into total darkness, save for the sparks coming from the battling unicorns and the bright flame breath of the dragons.

“We do not have much time!” said Luna, reeling Rarity and the others toward her with her magic.

She took off and sped toward Canterlot once more, four ponies dangling beside her as she neared their destination. The sky lit up like a celebration for them as the Canterlot unicorns fired wildly, but they were so inaccurate in the absolute darkness that Luna did not have to dodge them. She easily outmaneuvered the spells, dragons, and Comets between her and the castle. With one last burst of effort, they cleared the ramparts and touched down in the desolate streets of the city of Canterlot. As they landed, the sun began to rapidly reclaim its dominance over the sky.

“We – we made it,” said Luna, panting. “But do not let your guard down, for there is no telling what awaits us.

The five ponies cautiously trotted forward, the cobbled streets echoing with every hoofstep as they made their way into the fortress of King Cosmo.

Chapter XXII - The Battle of Canterlot

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Chapter XXII
The Battle of Canterlot
===============

Braeburn lost his balance and fell on his back after ducking an oncoming hoof. His foe raised his spear triumphantly and prepared to drive it through Braeburn's neck. As the armoured earth pony lunged forward, Sheriff Silverstar blindsided him with a kick to the head, the blow smashing the soldier's helmet and killing him instantly.

“You okay?” said Silverstar, shoving the fallen soldier off Braeburn.

“Yeah, I think so,” said Braeburn, standing back up and shaking himself. “There's just no end to these guys!”

Silverstar nodded and grunted before knocking the spear out of an advancing soldier's hooves and bearing down on him. The two wrestled, each one's muzzle pressed against the other. Silverstar slowly pushed his opponent toward the ground, raised a forehoof, and slammed it down on the soldier's head. The soldier staggered backward before Silverstar bludgeoned him again. With a third strike, the soldier's eyes rolled up into his head and his legs gave way. Silverstar scarcely had time to mop his brow before another soldier took his fallen comrade's place.

“Come on, everypony!” said Braeburn, rushing back into the fray. “We ain't goin' nowhere at this rate! Let's show Cosmo what Appleloosans are made of!”

Everypony within earshot roared and pushed forward with renewed vigour, driving the entire left flank of the King's army back despite the large numerical difference. While the Appleloosans lacked the discipline of the trained fighting force of King Cosmo, the countless long days of work spent in harsh and unsettled fields had toughened them up to the point of being every bit as valuable in combat as a battle-hardened soldier.

A wave of fear swept through the ranks of Cosmo's forces as the Appleloosans performed stunning feats of strength, felling soldier after soldier with few losses of their own. Between kicks from their powerful legs conditioned from years of apple bucking, as well as bites, leg sweeps, and lashes from their tails, the fierce and desperate southern ponies slaughtered soldier after soldier, and continued their push forward.

But the seemingly endless reinforcements of Cosmo's legions began to sap at their strength. The traditional hoof-to-hoof combat training of Cosmo's soldiers was inferior to the Appleloosan fighting style, but numbers began to win out. The Appleloosans found themselves losing hard-won ground as the unending tide of soldiers pushed them back.

* * *

The ground battle continued without interference from the air, which was just as hotly contested. As much as Iniquitus yearned to wet his claws with the blood of Cosmo's soldiers, the presence of the traitor dragons forced him to remain in the air. He found himself face to face with a lanky yellow dragon, who bared his claws at his patriarch.

“I never took you for a coward,” Iniquitus growled.

“A coward? Me?” said his foe as he swiped at Iniquitus. “I'm not the one kowtowing to a weakling such as Luna! All these years of 'peace' have made you fat and soft, Iniquitus!”

“This has nothing to do with her, whelp!” said Iniquitus, and snapped his jaws. “Do you not comprehend the virtues of honour for one's brood? I need not remind you that it was Cosmo who would have had us all slaughtered many years ago. It was his 'weak' sisters who persuaded him to stay his hoof. And look at you now – bowing to his every wish. Pathetic.”

The yellow dragon wildly slashed at Iniquitus's chest. His claws inflicted shallow cuts, but the old dragon's exceptionally thick scales saved him from serious harm. Iniquitus bared his fangs before savagely biting into his enemy's neck, puncturing the younger dragon's thinner scales. Iniquitus felt an immense sense of loss when he released his opponent and watched him clutch his neck in pain before losing consciousness and plummeting to the earth below, crushing nearly a dozen battling ponies. With the lesser dragon dispatched, Iniquitus had free reign over the Comets in this part of the sky.

“Such puny and insignificant creatures, pegasi,” said Iniquitus as he soared toward a squadron of Comets.

The Comets formed an attack formation to confront him as he approached. Iniquitus allowed himself a feral grin before belching a gout of flame. Most of the Comets dodged, but a pair were incinerated by his breath. The remainder of his foes regrouped and came at him from all sides, zooming around the behemoth like a swarm of angry bees.

Iniquitus swatted at them with his claws and spiked tail, but the Comets weaved through his attacks, and made quick and precise strikes at every opportunity. He roared with frustration, folded his wings and nose-dived toward the ground. He stopped himself from crashing moments before he would have landed atop a score of friendly troops. Iniquitus's eyes flared as he unleashed another jet of flame.

Baffled by Iniquitus's maneuvers, many Comets could not get out of the way in time. The survivors cried in alarm as they turned tail and fled at top speed toward a larger pack of their comrades. With unrestrained fury in his eyes, Iniquitus barreled after them, the beats of his great wings sending mighty gusts swirling about the soldiers below. He snarled as he cut five retreating pegasi to ribbons with swipes of his claws.

After killing one last pegasus, he paused for a moment to survey the battle as a whole. His heart sank. Luna's forces were outnumbered by more than four to one on all fronts, and were rapidly losing ground. By his calculations, Cosmo had mustered no less than four full legions against them. Even the air battle was not going well, for most of the dragons were too busy fighting each other to make an impact on the rest of the front. Without his assistance, the Cloudsdale pegasi were growing more overwhelmed by the Comets by the minute.

* * *

As she squinted from the light emitted by a burst of Iniquitus's flame breath, Zecora prepared herself for another foray into enemy lines. She fought near the centre of the battle, despite lacking proficiency in hoof-to-hoof combat. She had spent the majority of the past few days gathering as many ingredients as she could to concoct mixtures she would have normally sworn never to touch. The result of her efforts came in the form of slender glass vials filling two bulging saddlebags.

“A zebra!” said a widely grinning Canterlot soldier near her. “My King will reward me handsomely for your head!”

Zecora turned to him, eyes narrowed. “A move like this is most unwise, for anypony who touches this mixture dies!”

The soldier cocked an eyebrow as he began to thrust his spear at her neck. In a flash, Zecora reached into a saddlebag and hurled a vial filled with a sickly green substance at him. It shattered on his muzzle, and he screamed as he collapsed. The soldier writhed on the ground as the acidic substance turned his face into a twisted, melted mess of flesh and metal. Zecora charged forward, lobbing vial after vial into the enemy ranks, each one resulting in a shriek of pain. Cosmo's troops began to falter as Zecora's poison took its toll on their front line.

* * *

The Ponyville and Alpine Heights earth ponies fighting at the centre now pushed forward in earnest, although many did not understand the significance of such a maneuver: Should the centre of the King's army crumble, the flanks would surely follow suit. Cosmo's soldiers, realizing their peril, funneled more reinforcements to their centre.

Overhead, Soarin found the pony he had spent the duration of the combat searching for. “There you are, you coward!” he roared over the din of combat.

“So, you survived my little fireworks display? Impressive,” said Captain Comet, turning to meet him. “I never took you for such a quick flier. I guess that means you succeeded Spitfire as the Wonderbolts' new Captain. You have my congratulations.”

Soarin took a wild swing at the Captain. “Don't you dare speak her name in front of me!”

The Captain banked left and brought his forehooves up. “Come now, Soarin. All is fair in love and war! The King was most impressed when I came up with that maneuver. I'll go down in history as the greatest pegasus general who ever lived!”

Soarin stretched out his forehooves and lunged toward him. The Captain once again evaded the attack, and he aimed a kick at Soarin's exposed back with his hind legs. Soarin spun out of control. Taking advantage of his opponent's lapse, Captain Comet's forehoof connected with Soarin's jaw. Grunting in pain, Soarin kicked the Captain squarely in the stomach with both hind legs. The Captain fell back and coughed up blood as he clutched his stomach.

Captain Comet growled savagely and renewed his attack, but Soarin blocked both jabs with his forehooves. The combatants swung their hooves with little regard for their own safety until Soarin landed a punch directly on the Captain's throat. Captain Comet barely maintained his altitude as he gagged and clutched his throat.

“This one's for Cloudsdale!” said Soarin as he punched the Captain's stomach. “And this one's for Spitfire!” He slammed both forehooves into his foe with all his weight, sending him plummeting toward the ground.

Soarin grunted with grim satisfaction as he saw his fallen opponent disappear into a crowd of Canterlot soldiers below. His euphoria did not last, as he saw the Comets meticulously picking apart his air force. He narrowed his eyes. If he did not think of something soon, the Comets would have free rein over the ground forces of Luna's army.

* * *

Luna and the others cautiously looked around for signs of life, but found none. The castle grounds were eerily quiet, save for the distant clamour of battle. They felt as if they walked through a ghost town. Luna felt completely unnerved.

“Why ain't we just kickin' down the front door again?”

Rarity rolled her eyes. “Really, Applejack, have you no sense? The Princess said Cosmo would be expecting that! Canterlot Castle has more than one entrance, you know.”

“Oh, the garden path sounds a lot more nice and peaceful than the main entrance...” said Fluttershy.

“This ain't about nice, ya know,” said Applejack with a sigh.

“Luna says there should be less guards at the garden doors, plus we'll get to Canterlot Tower quicker,” said Pinkie as they reached the garden, the cobblestones giving way to grass.

“I do not like this,” said Luna, eyes narrowed, as they proceeded into the deathly quiet garden. “Cosmo is no doubt aware of our presence by now, and as big as his ego is, surely he did not commit all of his resources to the battle outside the walls.”

“Princess?” said Rarity, concern creeping into her voice.

“Cosmo has some sort of plan,” said Luna, flaring her wings, “and the longer it takes to figure out what it is, the less chance we have of liberating the Elements, much less making it to his throne room.”

“Making it to his throne room?” said Pinkie, scratching her head.

“Yes,” said Luna while keeping her eyes alert and focused ahead. “While his legions may be on the battlefield, he will not allow us to parade through Canterlot Castle without resistance. He will attempt to slay us at every turn.”

Rarity shivered. “Be that as it may. If I remember this part of the grounds, we're almost to the side entrance.”

As they rounded the next corner, the door leading into the castle itself came into view. No sooner had they taken a few steps toward it, than a grotesque avian creature stepped in front of it. It was an enormous monstrosity, the likes of which Luna had never laid eyes upon. Its long, curved beak shone like a scimitar in the sunlight. Instead of feathers, the creature's body was studded with bladed yellow and orange scales, except on its leathery black wings; its clawed, tree trunk-like legs; and its gnarled arms ending in razor-sharp, taloned hands.

“W-what is that thing?” said Fluttershy, scurrying behind a nearby bush.

Luna pawed the ground bitterly. “Cosmo... how could you be so cruel?”

“Huh?” said Applejack as she took a step back.

“This – this thing was once an exotic bird, by the looks of it,” said Luna as she lowered herself into a defensive stance. “But now it has been twisted into this abomination that stands before us by my brother's vile magic.”

The aberration screeched a sound that could only be described as a mixture of a squawk and a roar. Luna's companions trembled. The creature before them was wrought from a magic unlike anything they had ever laid eyes on. It gnashed its beak and lunged forward, brandishing its claws.

“Defend yourselves!” said Luna as she ducked a swipe from the creature.

She rolled to her right and shocked it with a burst of electricity, but the beast did not flinch as it continued to barrel forward. Using its momentum, the monster turned its attention to Applejack, and swiped at her legs. She leapt into the air and narrowly ducked her head under a snap from its beak.

“My hat!” said Applejack as the creature's beak shredded it to ribbons.

Pinkie, swallowing her fear, charged toward the creature headlong, and effortlessly weaved through its scything claws. Once she closed the distance, she spotted a gap in its defenses and struck as hard as she could. The blow rang off the creature's resilient scales. Grunting in annoyance, the monstrosity snapped its beak at her, but she nimbly leapt out of the way and brought her hooves down on its head. Pinkie's assault continued as she dodged the creature's blows and struck it again and again.

“Pinkie, get out of there!” said Luna, magic pulsing all around her. “Its scales are too thick!”

Pinkie glanced back at the Princess and nodded. She ducked another swipe of the creature's claws and galloped to safety as quickly as she could. The moment she had made enough distance between them, Luna fired. The surge of power sped toward the monster, but it raised its arms and put its hands in front of it. When the blast struck, the energy played across its scales, but was mostly contained in its palms. Emitting another ear-splitting screech, the creature clenched its hands into fists and quenched Luna's assault.

Luna gasped. “Impossible! How can a mere beast be this powerful?”

“We've gotta think of somethin'!” said Applejack as she backpedaled toward Luna.

The creature screeched and barreled toward Luna.

“NO!” roared Fluttershy. She flew up from her hiding place and headed straight for the creature. “I have not come this far to see you do this to my friends!”

Fluttershy reached its eye level and stared intently into its beady black eyes. The creature raised a clawed hand and prepared to slice her in half. But it stopped mid-swing. Mesmerized, it gradually lowered its arm.

Luna blinked in surprise. “What in Equestria is happening?”

Rarity quivered with nervous excitement. “I – I think it's the stare!”

Luna turned to her and shot her a sharp glance. “Explain.”

“Fluttershy can occasionally use this stare of hers on all manner of creatures,” said Rarity quickly. “Somehow, it pacifies them.”

Luna immediately took flight. “Of course! This creation of Cosmo's was once a natural being, so part of it must still survive underneath my brother's corruption. Stand back!”

The hypnotized creature's limbs twitched, but it continued to gaze at Fluttershy placidly. Luna focused all of her mental energy and harnessed her magic to probe the creature's body. Heavy resistance met her attempt, but due to the creature's passivity, she evaded Cosmo's enchantments and latched onto what she presumed was the creature's true self, buried deep under the magic.

Unleashing a narrow, concentrated beam of white light, Luna watched with bated breath as the creature emitted a blinding white glow. After a few seconds, it began to undergo a sort of metamorphosis as its shape changed, although the true effect of the spell was lost on the onlookers. Luna gritted her teeth as the beam intensified in one last blast that made everypony shield their eyes. When the light faded, a confused toucan stood where the creature had been. It ruffled its feathers, squawked loudly, and flew to a nearby tree.

“When ya said Cosmo was prepared for us... ya weren't kiddin',” said Applejack as she pawed at her hat's tattered remains.

“There is no time to waste,” said Luna, magic shimmering around her horn and the castle doors. They swung open with no resistance. “We must reclaim the Elements of Harmony before Cosmo figures out our strategy.”

Following her lead, the ponies rushed into Canterlot Castle. Luna slammed the doors behind them as soon as they entered. They found themselves in a familiar room: the ballroom where Twilight's last birthday party was held. Its windows were now barred by large wooden shutters, jet black carpets had replaced the red ones, and Princess Celestia's statue now had an obsidian simulacrum of the King in its place.

“What's happened here?” said Fluttershy, biting her lip. Her eyes rested on one of the many banners of the King.

“The same thing that will befall all of Equestria, should we fail here today,” said Luna grimly, her words echoing off the walls of the deserted ballroom. “Canterlot has already succumbed to his twisted designs. It's just as it was, all those years ago...”

Rarity looked up at her. “You mean when –?”

“Yes, back when we triumphed over Discord,” said Luna, glaring at the King's statue as they walked past it. “It was gradual at first, but before we knew it, the whole castle looked exactly like this room. I cannot believe we did not see it then.” She paused mid-stride and struck the floor with a forehoof, the sound muffled by the carpet. “No, Celestia and I were blinded by our love for our brother and our faith in him as King. We did not realize the truth until the first attack on the zebras came. An entire village, turned to dust. Not a single survivor...”

Applejack nodded at Luna. “The story of the Scourge, like we talked about at Zecora's...”

“It was then that Cosmo's true self shone through,” said Luna as they left the ballroom and began walking down a long hallway. “He betrayed our trust, and the trust of his subjects. Those zebras were loyal to him, but he deemed them unfit to live, solely on the grounds that they were inferior to ponies. After that, we knew we had to stop him. But despite our best efforts, Cosmo somehow survived our attack. I am sorry that your generation must pay the price for our error.”

The ponies gaped at Luna, who looked as if she were about to collapse on the ground and bawl like a filly. Rendered speechless by her words, they pressed on, passing through another set of doors at the hallway's end. They immediately recognized this part of the castle, despite the striking change of decor. They were nearing Canterlot Tower. As they entered another hallway near it, a sight met their eyes that made their jaws drop.

“D-Dashie?” said Pinkie in a high-pitched squeal. “How? How?”

“Don't talk to me,” said Rainbow Dash, her voice full of venom. The large doors slammed shut behind the five ponies. “I know what you did to me. Now, I'm gonna get my revenge!”

Pinkie's eyes widened in horror as she frantically looked around. She could not believe what she beheld. Turning to her friends, she hoped to find sanity in them. But all four stood in place, transfixed by something unseen by her eyes. The others spoke to thin air, and what they said was lost on Pinkie as the room began to dissolve around her, morphing into a warped iteration of Sugarcube Corner's basement. It looked eerily similar to how it had been on the day of Rainbow's murder.

Tears streamed down Pinkie's face as she galloped toward Rainbow. “Dashie, I'm sorry! I'm so sorry! Not a moment goes by when I'm not sorry!”

Rainbow flared her wings and punched Pinkie across the face so savagely that she slid across the floor. “Murderer!”

Pinkie, her vision blurred by tears, hardly saw Rainbow as she bore down on her, preparing to land another blow.

Applejack found herself in the middle of Ponyville. It was night and each of its houses were aflame. A few feet in front of her stood Apple Bloom, completely surrounded by fire and the corpses of villagers.

“Apple Bloom? What in the hay are ya doin' here? It ain't safe! Yer supposed to be in Fillydelphia! Come with me!”

“No,” said Apple Bloom coldly.

“Apple Bloom?”

Apple Bloom waved a hoof carelessly at the inferno. “Look around, Applejack. All of this is your fault.”

Applejack staggered backward. “How in the hay do ya reckon that?”

“You're supposed to be the Element of Honesty, right? Then how come you didn't see through Cosmo's lie? If you did, none of this would've happened! Look around you. They're all dead. Dead because of you!” When Apple Bloom finished speaking, she lunged at Applejack, headbutting her with surprising force.

“Apple Bloom, what's come over you?” said Applejack, rubbing her muzzle while Apple Bloom prepared to strike again.

Everything went pitch black around Rarity. Disoriented, she illuminated the room as best she could with a blue glow from her horn and peered around. She stood in a large cave, its walls slick with moisture. She cautiously plodded forward. When she rounded a corner, she recognized it. It was the network of tunnels beneath Froggy Bottom Bog. Her curiosity as to how she had ended up there vanished when she laid eyes on the pony who occupied the cavern.

“Twilight!” she galloped toward her friend. “I'm so glad to see you! How did we end up here, and how in Equestria did you break free of Cosmo's spell?”

Twilight spat on the ground. “You covetous, greedy mule!” A magenta glow surrounded her horn and Rarity's body. She snarled and flung Rarity against the wall. “Your lust for platinum allowed Cosmo to deceive us, to deceive me into thinking he was some sort of hero! Look at me now!”

Twilight's form warped into that of Miasma, her lantern-like eyes shining on a quivering Rarity. “I am now a slave to the almighty King Cosmo! It is because of you I believed his lies! It is because of you Ponyville is now a mere pile of ash! It is because of you Princess Celestia is dead!”

Rarity's eyes welled with tears. “Twilight, please! I had no idea! None of us –”

Dark purple energy crackled around Miasma's horn. “Spare me your pathetic excuses. Now you will die.”

Fluttershy blinked in astonishment. She found herself in Sugarcube Corner, surrounded by her friends, including Twilight.

“Twilight?” said Fluttershy quizzically. Twilight did not respond.

“She cannot hear you,” said a familiar voice from behind. “This is between you and me.”

She spun around and rubbed her eyes in disbelief. Clad in his tattered black cloak, Greyhoof stood before her, his eyes narrowed and his teeth clenched.

“G-Greyhoof? How?”

“I would have thought that somepony as in touch with animals as you could have pieced it all together, but for once, I was mistaken,” said Greyhoof as he grinned wickedly. “Did you not think that it was my mere presence that struck such deep-seated fear into their tiny little brains?” As he spoke, his voice changed slightly with every word, until it had taken on the sinister tones of King Cosmo. His mane transformed before her eyes, lengthening into its true shape. His cloak had vanished as well, revealing his wings and mark. “I should really be thanking you, for your blindness allowed my plans to reach fruition.”

Fluttershy stumbled backward. “No... it can't be true! I would never –”

“Submit,” said Cosmo, his eyes blazing. “Turn back and give yourself over to my army, or you will be destroyed!”

Luna's eyes narrowed with suspicion as she felt the room around her begin to change. Flaring her wings, she crouched into a fighting stance, preparing to be attacked at any moment. When the walls stopped shimmering, she immediately recognized where she was. It was the top of the east tower of Canterlot Castle, its window broken, the full moon bathing it with its pale light. A pony flew through the broken window. Luna's heart stopped when she saw her...

“Sister?” said Luna, her voice barely a whisper. “How is this possible?”

“How dare you speak to me?” said Celestia, her eyes full of a fury that Luna had not seen in them since their clash a millennium ago. “I should have never shown you mercy when I vanquished Nightmare Moon!”

Luna stood there, unable to move or speak. The words cut into her as painfully as a slash from a unicorn horn.

“All this time that Cosmo had been planning his revenge, you squandered it by flying aimlessly across the countryside!” said Celestia as she approached her sister, her horn aglow with bright-gold power. “Had you been there when he showed himself, I would still be alive! This whole war, all of this frivolous bloodshed, could have been prevented had you not been so self-absorbed!”

Luna closed her eyes and bowed her head. Her sister's words hit her like a sledgehammer. Somehow, she felt her strength and her resolve being sapped by every word Celestia uttered, their inexplicable speaker possessing a sort of warped truth. So utterly disarmed by Celestia's scathing verbal assault, Luna did not raise her defenses against the attack she knew was coming. She could not see it, but Celestia's magical strike left her writhing on the ground in pain.

“Look at you,” Celestia spat with contempt. “Too pathetic to save your own sister, and now too pathetic to even defend yourself from such an elementary attack. I am afraid your little civil war is at an end.”

Pinkie assumed a fetal position as Rainbow continued to mercilessly bludgeon her with her hooves, cursing her name with every blow. Pinkie could have easily avoided many of Rainbow's attacks, but she found her self unable – or unwilling – to do so. Rainbow abruptly stopped swinging. Instead, she stared deeply into Pinkie's eyes, her gaze penetrating her very soul.

“Your strength is gone,” said Rainbow in a jarringly deep, raspy voice, her eyes blazing with an alien, yet somehow familiar, fire. “Your will is gone. Your world is pain. Surrender.”

Pinkie's eyes widened. Rainbow's eyes and voice had resonated deep within her, but not in the intended way. She had seen all this somewhere before. Unbidden, a vivid memory from what felt like years ago flooded into her consciousness. She was in Sugarcube Corner, on the night of the welcoming party she had thrown for Greyhoof. Those eyes had belonged to Greyhoof when his horn shimmered with unknown magic.

“I have use for you,” Greyhoof had said with a manic grin on his face. “Now, carry out your mission. The fate of Equestria depends on it.”

Pinkie calmly stood up as the memory faded. “I... I understand now...”

Rainbow arched an eyebrow. “Oh yeah? What?”

“This isn't real. You aren't real. This has happened before!” A grin spread across Pinkie's muzzle as she spoke. “I won't let this happen – not again!”

“It is pointless to resist! BEND TO MY WILL!” said Rainbow, narrowing her eyes.

“Get out of my head, Cosmo!” said Pinkie as she advanced on Rainbow. “You aren't Dashie! Nothing and nopony can bring her back. GET OUT OF MY HEAD!”

Rainbow flinched in pain at Pinkie's words. Her body, and Sugarcube Corner itself, began to shimmer. Pinkie closed her eyes and summoned every good memory she had of Rainbow Dash. Scattered snippets of all the pranks they had pulled, all the laughs they had shared, and every happy moment they had had together whizzed by her mind's eye.

Rainbow fell to the floor, and her face contorted with pain. “No! What is happening to me? Stop!”

Pinkie began laughing with joy as her memories reached critical mass within her. Rainbow's jaw dropped as a series of tears appeared throughout her body, and silver light shot from them in bright beams. As Pinkie's laughter increased in volume, so too did the damage to Rainbow's body. Pinkie loosed one final laugh, and watched in amazement as Rainbow exploded in a shower of glowing white ethereal shrapnel. She grinned as Sugarcube Corner faded into nothingness and the room reverted back to the way it had been minutes before. Pinkie looked around and saw her four friends on the floor, curled up and sobbing incoherently.

“Wake up, everypony!” yelled Pinkie. “Cosmo's trying to trick you! Think happy thoughts! Be positive! LAUGH!”

Pinkie's friends somehow heard her words, and their glazed looks transformed into expressions of intense focus as they stood up and grinned. One by one, they returned to normal and shook themselves as illusions gave way to reality.

“Pinkie... I – I cannot thank you enough!” said Luna, hugging her tightly. “I was helpless. I could not do anything against his magic.”

“As was I!” said Rarity, her voice trembling. “I thought I was going to be killed in that cave!”

“Everything was burnin', and it was all my fault,” said Applejack. “That is, until I heard a voice. Your voice, Pinkie. It told me to be happy, so I began thinkin' of all the fun I had doing my chores with Apple Bloom! As soon as I started, everything just felt better. I can't explain it...”

“Same here!” said a wide-eyed Fluttershy. “But... how did you escape? Nopony could've told you what you told us.”

“I – I remembered what happened that – that night,” said Pinkie, looking away. “It was during the party when Greyhoof – I mean Cosmo – took over my mind.” The others stared at her, their mouths agape. “When I saw his illusion staring at me with those eyes and speaking in that voice... I somehow remembered everything. It's what he did to me...”

“So,” said Luna bitterly. “That was the purpose of this whole charade. Why fight us himself when he can simply manipulate us to do his bidding? It is a brilliant ploy, and exactly what King Cosmo would do.”

“Wait, what are we standing here for?” said Rarity, perking up. “Isn't Canterlot Tower just ahead? We're so close to the Elements! Surely Cosmo didn't think we'd make it past this room!”

“Do not underestimate my brother,” said Luna, making purposeful strides toward the door. “His deception runs deep. Far deeper than any of you could fathom. I would think that this illusion of his is proof enough of that. There is no telling what lies in wait for us beyond these doors.”

Her horn shimmered as she tested the doors, which started to slowly creak open. “Cosmo will not let us simply take the Elements. He knows they are the last true threat to his power. Be ready for anything.”

* * *

“My lord!” said an out-of-breath Royal Guard as he burst into the throne room at the top of Canterlot Castle's east tower.

“What is it? Speak,” said Cosmo, regarding the soldier with his blazing orange stare.

The Guard trembled before him. “We have intruders, sire!” Five ponies have broken into the castle itself and are making their way toward Canterlot Tower!”

“Yes, I know,” said Cosmo, waving a forehoof dismissively before rising to his hooves. “It is a fruitless action. Begone. I am expecting Bastion's presence shortly.”

The Royal Guard gulped, then scurried from the tower, almost crashing into Bastion Yorsets in the doorway. Bastion trotted down the stairs and bowed to the King.

“Greetings, Bastion,” said Cosmo. “Is the weapon prepared?”

“Yes, my King,” said Bastion, his expression grim.

“My lord,” said Miasma, moving between Cosmo and Bastion, “shall I dispose of Luna and her filth? As entertaining as it is to watch the traitor army crumble, I grow impatient.”

“That will not be necessary,” said Cosmo, his eyes fixed upon Bastion. “I have other plans for them. Tell me, Bastion, how fares our prisoner?”

Bastion looked away for a split second. “She has proven... resilient, sire. I was unable to extract anything from her.”

Cosmo's eyes sparked dangerously. “Do I detect hesitation, Bastion?”

Bastion blanched. “No, of course not, my King!”

“See to it that you do not falter.” His eyes flicked to the doorway. “Time grows short. Send in The Four.”

Bastion nodded solemnly. “They are waiting outside, sire.” His horn shimmered and the doors swung open.

Four cowled ponies stood in the doorway. The King grinned as they approached. Their appearance was masked by large cloaks, save for their horns and their coats. One was black, another pale green, the third blood red, and finally, one had a pristine white coat. All four had the same bright, haunted eyes.

“Who are these clowns?” said Miasma. “Why send them when I can just as easily do the job myself?”

“Patience, Miasma,” said Cosmo, a coy smile playing across his muzzle. “You would not deny your own brother, would you?”

Miasma stopped and turned her lantern-like eyes on the white stallion, who stood next to her, unmoving. “I was wondering what had become of you.” She chuckled mirthlessly. “If only you could see yourself now, 'brother'. Reduced to a mindless drone. A pity you did not receive the same blessing I did.”

“What is your will, master?” said Shining Armour, remaining still.

“We have intruders,” said Cosmo, evaluating them. “As of now, they have reached Canterlot Tower. Should they succeed in obtaining the Elements of Harmony, see to it that they do not remain in possession of them. You will bring them to me, along with Luna's head.”

The Four bowed to the King and wordlessly retreated up the stairs. The doors slammed behind them.

“Do you really think those cretins are capable of defeating Luna?” spat Miasma as she ground her hoof into the carpet. “I see little point to this.”

“You underestimate them, Miasma,” said Cosmo, strutting toward the window and looking out at the battle below. “Along with your brother, the other three were Bastion's top pupils at Celestia's School for Gifted Unicorns. He has been forging them for this very moment. Should the Elements fall into Luna's hooves, they will not remain there for long.”

Miasma joined him at the window, and stared down at the conflict with little interest. “I will be disappointed if they succeed. I must avenge the humiliation Luna dealt me.”

“Calm yourself, Miasma, and enjoy the show,” said Cosmo as he turned to face Bastion. “And you – I do not desire to deal with your inadequacy upon this war's conclusion. Go and break the prisoner. Now.”

Bastion took a step back. “But my lord, I flayed her to within an inch of her life not too long ago! Lest I risk killing her –”

Cosmo bore down on him with flared wings and a molten stare. “Did I not make myself clear? She is to be broken immediately. Information is no longer a concern. Inflict pain and hopelessness until there is nothing but a vacant shell.”

Bastion bowed woodenly, then trotted up the stairs and out of the door slightly faster than usual.

Miasma smirked as a series of fiery explosions blossomed across the battlefield. “It will not be long.”

“Indeed,” said Cosmo, returning to her side. “It is only a matter of time before they are all slaughtered and the Elements are within my possession. It is not a question of whether Luna will die – merely a question of how.”

Chapter XXIII - The Elements of Harmony

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Chapter XXIII
The Elements of Harmony
===============

Canterlot Tower's doors swung open, exposing the room to the five ponies who they stood in the doorway. It was just as they remembered it, as if it had somehow escaped the ravages of the King's influence. Even the statues of Celestia and Luna by the Tower's door remained intact. The only sign of King Cosmo was the wall at the opposite end. The door that protected the Elements of Harmony was in pristine condition, but the frame and the wall around it was blackened and marred.

“I was right,” said Luna, breathing a sigh of relief.

“Right? Right about what?” said Pinkie as she merrily bounced alongside her, the spring in her step restored at last.

“Cosmo could never break the seal. Look.” Luna indicated the door. “Only Celestia and myself can open it. We can finally obtain the Elements! We just might have a chance!”

They glanced from side to side at the stained glass windows lining the walls as they crossed the long hallway. As they approached the door, a faint sound of grim laughter reached their ears. Luna froze and unfurled her wings. Her narrowed eyes darted around the room. The laughter faded as abruptly as it had begun.

“Stand back,” said Luna as they neared the door. She lowered her horn and prepared to open the seal.

Before she could begin the spell, a voice came from near the entrance. “It's good to see you, Luna!”

Everypony leapt in surprise and stared at its source. It came from the statue of Princess Luna, whose eyes now possessed a sort of ethereal fire. The statue began to move of its own accord.

“What – what do you want?” said Luna, gawking at the statue.

“Come now, Luna,” said her statue, its voice conveying none of the fire in its eyes. “You know as well as I that any attack made against the King is futile.” It began to circle around Luna as it spoke. “Look at these loyal ponies around you. Much like your army, they are willing to fight and die for you. By continuing this mad quest, you are leading them to their doom.”

“It's – it's not true!” said Luna, recoiling. “A world crushed beneath Cosmo's hoof is a world not worth living in!” We are fighting for the liberty of not only ourselves, but all of Equestria!” She bared her teeth at her simulacrum. “Now stand aside! I did not come here to give an audience to your lies!”

“Then do not listen to her,” said another familiar voice.

The startled ponies spun around and looked to where it had come from. With a similar fire burning from its eyes, the statue of Princess Celestia advanced on them, offering them a stony sneer. Flaring its wings, the statue circled around them as Luna's did, like two predators, waiting for a lapse in their prey's defenses.

“Luna, what has become of you?” said Celestia's statue in harsh, mocking tones. “You have become weak and powerless! Only a coward would surrender to the King like my sister counsels. No, power is the answer here.”

Luna gritted her teeth. “Let me pass.”

“The Elements of Harmony are worthless against Cosmo,” said Celestia's statue. “Magic and Loyalty obey no mistress, and will never answer to one who betrayed their trust so long ago.” The flames in the statue's eyes continued to rise as it spoke. “The only way to defeat Cosmo is to give in to your desires. Remember the envy, the thirst for power, the anger!”

Luna blanched. “The ways of which you speak are those of Nightmare Moon! I swore I would never succumb to those desires again.”

“It is your only choice!” said Celestia's statue. “The Elements were the only thing capable of defeating you once you became the dark harbinger of eternal night. The same rule of the Elements applies to Cosmo as well! Should you reacquire your lost powers, he will be able to do nothing but fall at your hooves. You could rule Equestria forever!”

“If I do as you suggest,” said Luna, trembling, “then I will be no better than King Cosmo. It will merely replace one tyrant with another. I would sooner die than see Nightmare Moon return. I lost myself to that madness once. I will not do so again.”

“Then surrender yourself to the King!” said Luna's statue. “Surely the two of you can reach an agreement. Who knows, Cosmo might even offer you a share of the land if you are peaceable enough. Think of the countless lives you will save. As we speak, those loyal to you are being slaughtered by the King's legions. You claim to have a sense of mercy, but your actions are responsible for more deaths than bowing to Cosmo ever would have been!”

“I have known my brother for far too long,” said Luna with finality. “Long enough to know that the word 'clemency' is not in his vocabulary.”

“Pathetic,” said Celestia's statue. “You would willingly choose certain death.”

“I... am not the Luna I once was,” said Luna with resignation. “I used to want – no – demand to be adored by my subjects. I wanted absolute power. I allowed myself to be consumed by my thirst for it. I trotted down the same path my brother did, and for what?” She hung her head low. “Cosmo was sentenced to death for his crimes – a fitting punishment. I cannot believe that he escaped justice. And myself? I had a thousand years to contemplate the error of my ways.”

A newfound surge of resolve coursed through her body. She held her head high and gestured to her companions. “These very ponies gave me the most precious gift of all: a second chance. How dare you insult them by suggesting that I squander it?” Her hoof struck with a loud crack as it splintered the tile beneath. “The Elements of Harmony will see us through in our time of greatest need. They exist to keep Equestria in balance. First Discord, and then Nightmare Moon, saw their evil and impure ambitions quashed by them. They will not allow Cosmo's wicked deeds to go unpunished!”

“Do you honestly believe that?” said Luna's statue, its blazing eyes glaring at her. “You are putting the lives of everypony in danger, on nothing more than a foal's hope. But, if you refuse to see sense –”

Luna's eyes sparked bright white. “SILENCE! I now see through your guile, and I will not be manipulated by you, Cosmo! If we both die, Equestria can elect its leaders as the towns do mayors for all I care! I swear that I will fight you as long as I still draw breath!”

“If you will not join me...” said the statues in tandem, their voices transforming into King Cosmo's. “Then your life is forfeit!”

“Princess, look out!” Pinkie lunged at Luna and tackled her as hard as she could, bringing her crashing to the tile.

The statues' horns crossed together, impaling thin air from either side where Luna had been a split second earlier. Luna got back to her hooves, her eyes blazing as raw magic surged around her. She unleashed it toward the statues. The stone turned bright white for a moment, before it disintegrated into two heaps of smoldering dust.

“Pinkie Pie... you – you saved me,” said Luna. She closed her eyes and exhaled. “I cannot thank you enough.”

Pinkie hugged her. “After what you said... I think the Elements would be more than happy to let you use them again.”

Luna blinked away unbidden tears as she smiled and returned Pinkie's embrace. “Let us not tarry any longer.” She fixed her gaze upon the keyhole. “As soon as we get what we have come for, we make for the east tower. Cosmo has sat upon the throne for far too long.”

Luna resolutely approached the door and inserted her horn into the keyhole. A short burst of icy blue energy emanated from her horn for a second before the door was aglow with it, exactly as it had been when Celestia had opened it not long ago. The magic bathed everypony in its light. Once the glow began to fade, those present saw the jewel-encrusted chest containing the Elements of Harmony sitting upon its pedestal. Luna gulped, plucked it from its seat, and rested it on the ground beside them. With a deep, tentative breath, she opened it.

Fluttershy gasped and flared her wings. “The Elements! They're all here!”

“We did it!” said Applejack as she grabbed the necklace of Honesty and put it on. “Cosmo, we're comin' for ya!”

The others followed suit, with Luna wearing the necklace of Loyalty and the tiara of Magic. The ponies paused for a moment and looked at each other. Luna almost felt giddy with relief. She could scarcely believe they had successfully obtained all six Elements of Harmony, despite the King's best efforts. Slowly approaching one of the stained glass windows, she peered out and stared at the east tower. There was not a shadow of doubt in her mind that King Cosmo was aware of what had just transpired.

“We have overcome everything Cosmo has sent at us,” said Luna, briskly trotting toward the exit. “I can only hope that he did not anticipate us making it this far.”

The others followed in her wake, passing through room after room, hallway after hallway. The castle seemed just as deserted as when they had entered. A strong sense of monotony set in as, apart from shapes, each room looked identical to the next. Despite their lack of inhabitants, every room in the castle was rife with Cosmo's influence.

“It feels like we're bein' watched,” said Applejack as she looked uneasily at yet another portrait of the King, its watercolour eyes glaring down at her. She reached for where her hat had been, but her face fell and her ears drooped when her hoof found only thin air. “I don't like it.”

“We are almost there,” said Luna as she opened the door in front of them. “One or two more rooms, and we will have reached the staircase leading to Cosmo's tower!”

When they stepped into the room, they froze in place. In its centre stood four cloaked and hooded ponies, their pale yellow eyes glittering from beneath their cowls. Their coats were barely discernible under their black cloaks.

“It would seem that we've got company,” said the green unicorn.

“You should've turned back when you had the chance,” said the red unicorn.

“But, instead, you have found your way here,” said the black unicorn, the only mare of the group.

“And now that you have...” said the white unicorn, lifting his cowl with magic. It fell away, revealing Shining Armour's haunted face. He wore an expression of pure hatred. “We shall grind your bones to dust...”

* * *

The Desert Fox squinted at the air battle above him through his goggles and smiled. The Comets were making short work of the rabble led by the Wonderbolts, as was expected of the King's air force. His smile broadened as he scanned the battlefield as a whole. The enemy lines were gradually crumbling before the might of Cosmo's legions.

Everything seemed so much simpler to him. Not a few days ago, his mind had been filled with personal ambitions of conquest – the desire to have a slice of Equestria to call his own. But no more. Now, his sole desire was to fight, kill, and die for his King. The opportunity for revenge on the Appleloosans and the buffalo was merely a bonus for services rendered.

The King would most certainly be pleased with his efforts. The Desert Fox had done what he was best suited for: leading his army around the battle like a band of marauders, weaving through the Canterlot lines and conducting a series of surgical strikes upon Luna's army to deadly effect. Thanks their exploits, total victory in the name of the King was all but assured.

As he set his sights on what may have been the final key point of strength in the enemy's line, the Desert Fox felt a sudden surge of adrenaline. It was the buffalo. They wrought havoc on the King's armies by flattening scores of soldiers and snapping their spears like twigs. The Desert Fox's blood boiled when he spotted a buffalo amongst the stampeding herd.

“Chief Thunderhooves!” spat the Desert Fox. “I promise you will not walk away from this battle!”

Viciously grinning from ear to ear, he charged forward with his army at his back, directly into the gap in the Canterlot lines that the buffalo had created. The two forces met in a violent clash of horns and claws. The buffalo were unable to adequately charge the foxes due to the dense fighting conditions, which allowed the foxes to take full advantage of their smaller, more nimble bodies.

All the buffalo could do to combat the foxes was gore them upon their horns or crush them beneath their hooves. Every time a buffalo would commit to attacking a fox, his target would nimbly evade the assault and strike back, biting or scratching any exposed limb before backing off to a safe distance.

The Desert Fox began laughing madly as the line of buffalo quickly fell into disarray. Those unfortunate enough to get isolated from the herd were swarmed and cut down by the swift foxes. Sensing the weakness in his foes, he gave the order to push forward. His foxes drove the buffalo farther and father back until the two forces became separated from the greater battle.

“It ends here, fox!” said Thunderhooves, his fur stained with his enemies' blood.

The Desert Fox laughed. “I concur! It's high time you and your filth met the judgment of the King!”

“Listen to yourself,” said Thunderhooves with a note of pity in his voice. “When you sought to slaughter my tribe and conquer Appleloosa, you were independent and free. Look at you now. Your free will is gone, and you bow to a false King. Is this really what you desire?”

“Bah!” said the Desert Fox with a predatory grin. “Everything will be taken care of by my lord. Those who do not obey face certain death – starting with you!”

“We'll see about that,” said Thunderhooves, his eyes narrowing. “Buffalo! At last, we find ourselves in an open field! CHARGE!”

The Desert Fox's eyes widened as the realization of his grievous error hit home. He had lost track of how far forward his troops had pushed. Left with no other choice, he retreated as quickly as he could to the relative safety of the clashing armies' lines. The rest of his densely grouped army attempted to join him when they saw their leader flee, but the buffalo were upon them before they could move far enough. A solid wall of buffalo hurtled toward them at frightening speed. The fox army crumpled like tin soldiers beneath a steamroller as the buffalo trampled them mercilessly. Bones crunched like twigs under hooves.

Gritting his teeth, the Desert Fox leapt at Thunderhooves, and clawed at him in a wild frenzy. Thunderhooves stumbled backward, his face bleeding from numerous gashes. He shook himself, rushed toward the Desert Fox, and aimed a headbutt at him. His foe rolled to the side and began to attack anew by swiping at his foe's forelegs.

Thunderhooves cried out and fell on his belly as he felt his legs give way beneath him. A manic grin spread across the Desert Fox's muzzle as he slashed Thunderhooves across the forehead. His vision blurred as blood trickled into his eyes. Everything began to fade as he felt his foe clambering onto his neck, preparing to deliver the finishing blow.

A surge of desperate adrenaline shot through him. He bellowed with rage and forced himself to stand once again, then flung his assailant across the battlefield. He lowered his head and charged full-bore, toward where the Desert Fox had fallen.

The Desert Fox scurried back to his paws and leapt above the charging Thunderhooves. He landed on the buffalo's face and began swiping and biting madly at anything he could reach. Weathering the storm from his assailant and shaking him off, Thunderhooves directed a forehoof into his enemy's skull. The blow sent the Desert Fox sprawling. He shook himself and tried to stand back up, but Thunderhooves brought his head down upon him. The Desert Fox found himself powerless against Thunderhooves, whose horn had impaled his chest.

He looked down and spluttered in disbelief when he saw his blood run down Thunderhooves's head. In a last-ditch attempt to conquer his foe, he raised a paw and swiped. Thunderhooves lowered his head and allowed his enemy to hit the ground instead. The Desert Fox's eyes widened in horror when he saw Thunderhooves bearing down on him without a hint of mercy in his eyes. He bellowed and brought his forehooves down on the Desert Fox's skull.

* * *

Scootaloo's eyes cracked open. Every inch of her body throbbed. She looked down. A score of red gashes crisscrossed her coat where Bastion had tortured her. The two guards outside her cell stood unmoving, and stared blankly at the wall. A chill swept through the cell, and made her curl into a ball and shiver. She did not cry. The squeal of the door's hinges reached her ears. She stood up and looked out to see Bastion approaching.

“So, have you reconsidered your position?” he said as he reached the cell and glared at her through the bars.

Scootaloo pawed at the ground and flared her wings. “What do you think, you big bully?”

Bastion sighed and looked away. “I was afraid of that. You could have made this considerably easier on the both of us.”

Scootaloo narrowed her eyes. “Do your worst.”

“As you wish,” said Bastion as magic surged from his horn. Fetters identical to the ones he had used earlier latched onto Scootaloo's legs and spreadeagled her against the wall. “I went too easy on you last time – a mistake I will not make again.”

Scootaloo gazed into Bastion's eyes and clenched her teeth as he fired a small beam of magic into her chest. She barely restrained herself from crying out as pain surged through her. The impact left a smoking black mark.

Bastion pawed the ground as he unleashed another beam at her right shoulder. She blinked tears of pain from her eyes, but continued to stare doggedly into his. He shuddered as he shot her again and again, until her eyes began to swim out of focus and her head lolled to the side.

“Why... why do you continue this madness?” he said as he released her.

Scootaloo lay in a crumpled heap on the stone floor. Her breathing was shallow, almost to the point where she looked dead. “I should be asking you the same question.” Her voice was a barely audible mumble.

Bastion's eyes widened. “What?”

Scootaloo tried to struggle back to her hooves, but her legs gave out beneath her. “You were the headmaster of Princess Celestia's unicorn school, right?”

“What of it?”

She dragged herself toward the wall and used it to prop herself on her back. Each movement of her hooves was a struggle. “That sounds like a really good job, doesn't it? Helping unicorns learn about magic and being a very important pony. It's a big job, so Princess Celestia must've really trusted you.”

Bastion stared at her and stood stock still, as if his limbs had seized up. “She had absolute trust in me. I was one of Twilight Sparkle's instructors. I even oversaw her examination on the day she hatched that dragon egg.” He took a deep, rattling breath. “I am more than a simple school teacher now. Now, I am one of the greatest servants of Equestria's true King. I have wrought weapons that the King will use to obliterate Luna and her ilk.”

Scootaloo rubbed her chest gingerly. “What weapons?”

“They were once three of my brightest pupils,” said Bastion as he observed her movements. “They have been reshaped into perfect weapons for the King.”

She tested her right forehoof and winced. “What do you mean, 'reshaped'?”

Bastion failed to suppress a shiver. “They were... inadequate to perform the desired task as they were. I had to wipe the slate clean and begin anew. It took quite some time, but my efforts bore fruit.”

“When you say that... you mean you did to them what you're doing to me, don't you?” She rose unsteadily to her hooves and took a few wobbly steps toward him, trying to stare him down despite their considerable size difference. “When me and my friends did well in school, Miss Cheerilee would just give us sugar lumps or extra recess... but you – you did this to them? Princess Celestia trusted you. They trusted you!”

Bastion's ears drooped. “What's done is done. The time of Celestia has passed. King Cosmo will rule Equestria until the end of time. Resisting will only end your life prematurely, as you shall soon discover firsthoof.”

Scootaloo wrapped her hooves around the bars and brought her muzzle within inches of Bastion's. “You're wrong. I don't even think you're truly evil, like he is. You're just scared. Scared of what might happen if you stand up to him. I know what he can do.” Tears welled up in her eyes. “Rainbow Dash was the closest thing to family I had. She – she was like my big sister. And he made Pinkie Pie – her best friend – kill her. She was supposed to give me another flying lesson.”

She shook, and would have fallen over if not for her grip on the bars. “Instead, I found her dead in the basement of the bakery. Her body was still a bit warm. I thought... that somehow, she would get up and laugh at the awesome joke she pulled... but she never moved again. All this because of Cosmo. I knew I couldn't just let him win. So what if he's super powerful?

“I have something worth fighting for. Rainbow Dash's memory, her friends, my friends, and Princess Luna. So what if Cosmo's almost invincible? We still have to fight! To him, you're just the same as those ponies you tortured. You don't mean anything to him. Didn't you like your life before?”

Bastion gulped as beads of cold sweat glistened on his face. “I did... but nothing can bring that back now. Like your friend, it is forever lost. We must adapt to the change and accept our fate, lest we be consumed by it.”

Scootaloo shook her head emphatically. “No! It can go back to the way it was! I'll never forget Rainbow Dash as long as I live and fight for what's right. Wasn't Princess Celestia a great ruler? Everypony lived in peace and happiness under her. All Cosmo's brought is death and sadness. Don't give up. Even if you do die, you died fighting for something. Princess Luna wants to set things right, back to the way they were before Cosmo came back.”

“What would you have me do? Storm into his throne room and attempt to assassinate him with Miasma standing right there?” Bastion said in a shrill voice as he mopped his brow.

“No. Let me go. I'll fight him myself.”

Bastion nearly fell backward. “That's suicide!”

“No... somehow, I know it's what I need to do,” said Scootaloo staring into space.

“You're mad.”

“I'm fighting for what's right,” said Scootaloo in adamant tones. “Everypony's gotta stay true to others and themselves. Stick by those you care about through anything. That's why I've gotta fight him, even if it's both him and Miasma against me!”

Bastion took a few steps back and sighed with resignation. “You leave me with no choice.” Power surged from his horn, casting the dungeon into a deadly glow.

Scootaloo did not flinch; she stared intently at him as he prepared to unleash his attack. There was a blinding flash...

She blinked in surprise as she found herself unharmed. Both guards fell to the ground, dead, their corpses blackened and smoking. Bastion fired another burst, destroying the lock.

Scootaloo leapt and punched the air triumphantly. “You – you –!”

“Save your breath,” said Bastion as his snout wrinkled from death's pungent smell. “Although I have just sealed my own fate by doing this, I do not think I can live with myself after what I've done under the King's rule. His throne room lies at the top of the east tower of Canterlot Castle. There are virtually no guards present, but you must exercise caution; The Four roam the castle in search of Luna. Your life will be forfeit should you run afoul of them. Now go.”

Scootaloo gave Bastion a quick hug before trotting toward the dungeon door. “Thanks! I won't forget this. When this is all over, I'll tell Princess Luna what you did. I'm sure she'll be thankful.”

Bastion blinked back tears. “Even after all I've done?”

Scootaloo paused and turned around. “Don't you remember who she was? I think Princess Luna believes in second chances more than anypony else.”

* * *

Luna staggered backward. “Impossible!”

“Shining Armour?” said Fluttershy, cowering.

Luna shuddered as she felt a wave of cold pass through her body. “Where is Princess Cadence?”

Shining Armour's expression remained unchanged. “I have pierced her heart. It is the fate that is in store for you, in accordance with the King's decree.”

Pinkie's lip quivered and she sank a few inches, as if Shining Armour's statement had tied an anvil around her neck. “You... you murdered your own wife?”

“It is of no consequence,” said Shining Armour, without looking at her. “I exist only to exterminate you, and to bring the Elements of Harmony to King Cosmo.”

“He's done to him what he's done to Twi!” said Applejack, snorting aggressively. “We've gotta free him!”

Luna slowly shook her head. “I am afraid not. I witnessed this phenomenon long ago. Shining Armour as we know him has perished. My brother's twisted magic is all that inhabits the empty shell that was once his body.” She glared at him. “What kind of abominations are you?”

“We are The Four,” said the red unicorn, discarding his cloak to reveal a bright orange mane.

“We are the chosen ones!” said the pale green, incinerating his cloak to display his mane of stringy black hair.

“Hoof-picked by King Cosmo himself!” said the black mare, her dull brown mane appearing from beneath her cloak as she disintegrated it.

Shining Armour expelled a puff of smoke from his flared nostrils. “We will now collect the Elements from your corpses. It is pointless to resist us.”

“I do not care who you are or who you once were,” said Luna, pawing the ground. “I will not allow you or anypony else to come between me and bringing my brother to justice!”

“Such courageous words,” said the red unicorn mirthlessly. “But futile.”

“The King has bestowed great power upon us!” said the green unicorn.

A wicked grin appeared upon the black unicorn's muzzle. “Allow me to demonstrate!”

“Fluttershy, watch out!” said Pinkie, jumping in front of her.

A black blast of smog-like magic hit Pinkie squarely in the chest, and she collapsed on the floor, twitching in pain.

“Pinkie!” squeaked Fluttershy, hugging her tightly. She shook her and tried to prop her back up.

“Fluttershy...” said Pinkie in a barely audible whisper. “I – I took Dashie's life... but at least... I could save yours...”

“Pinkie, don't talk like that!” Fluttershy cradled Pinkie's head in her forehooves. “Everything will be fine! Everything will be fine!”

Pinkie smiled at her. “It's... too late, Fluttershy...” Her eyelids slowly fluttered shut. “Please... don't let... Cosmo win...”

“PINKIE!” screamed Fluttershy as tears streamed down her face.

“She was but the first to fall before us,” said Shining Armour. “All those who do not submit to the will of the King shall be conquered by our insurmountable might.”

“You'll pay for that...” said Fluttershy through clenched teeth. “YOU'LL PAY FOR THAT!”

Luna raised a hoof in warning. “Fluttershy, no! Stay back!”

Giving Luna no regard, Fluttershy charged headlong toward the black unicorn with no care for her own safety. The green unicorn narrowed his eyes and laughed as he rushed toward her. Dark purple magic shimmered from his horn. As the two ponies drew near, the green unicorn stabbed at Fluttershy with his horn, aiming directly at her heart. The blow came within mere inches of her, but Rarity's horn narrowly parried it.

“Get back, you ruffian!” said Rarity. Sparks of stray magic flew from where their horns met.

“Hah!” said her opponent. “You have no idea who you're dealing with!”

He withdrew his horn and slashed at Rarity, who barely parried his attack. “Oh, I'm gonna enjoy this!” he said as he stabbed at her again.

Fluttershy, having recovered from her shock, charged toward the green unicorn at a full gallop. Shining Armour loosed a surge of magic toward her, but Luna swooped in and deflected it with her horn before it could connect. The red unicorn's eyes flashed and he used his magic to lift Fluttershy into the air then slam her into the wall with enough force to create a spiderweb of cracks. She fell unconscious to the floor next to Pinkie.

“You'll pay for what y'all did to Pinkie!” said Applejack, as she pawed at the ground.

“How... quaint...” said the black unicorn. “What could a pathetic mud pony like yourself hope to accomplish against us?”

“I may be no unicorn,” said Applejack as she galloped toward her foe, “but I'll show ya what happens when you mess with my friends, the good old earth pony way!”

The black unicorn fired magic bursts at her, similar to those used against Pinkie, but Applejack nimbly weaved through them. The unicorn's eyes widened as Applejack drew closer in spite of the deadly magic. She ignited her horn and sliced downward where she anticipated her foe would be. But Applejack darted to her opponent's side and wrapped her tail around the black unicorn's forelegs like a lasso. She pulled, and sent her foe crashing down on her side.

As her enemy clambered back to her hooves, she lashed out at Applejack with a series of horn swipes, which Applejack evaded. As their duel continued, Rarity continued to hold her own against her green opponent, their horns locked in deadly combat. The red unicorn and Shining Armour set their sights on Luna. Their horns crackled with power as they readied themselves for battle.

“It is hopeless,” said Shining Armour. “Give up.”

“I will not kowtow to Cosmo's pawns!” said Luna as she summoned her magic. “Not even you, Shining Armour.”

“Very well,” said Shining Armour. “You will find no peace in death...”

Both unicorns rushed toward her, their horns blazing. They aimed one slash at her neck, and another at her side. She parried the upward slash and dodged the other. Carried by their momentum, the two unicorns surged forward with unnatural speed and aimed more joint attacks at her, which she only narrowly avoided each time. Forced farther and father back under her opponents' tireless frenzy, Luna's heart sank as she felt herself bump into the wall behind her. She stole a glance around the room. Her eyes widened as she saw the green unicorn towering over a fallen Rarity, preparing to deliver the coup de grace.

“You put up a good fight!” said the green unicorn with a wicked grin. “But now you must join your friends in death!”

Luna felt adrenaline surge through her at the prospect of watching everypony succumb to The Four. In a burst of pure white light, she surged toward the green unicorn, weaving between her other foes. Luna's horn lanced through his neck before anypony else realized what had happened.

“What – a – waste – this – is...” spluttered her fallen adversary as he collapsed and the glow faded from his eyes.

“You will regret that!” said Shining Armour as he turned to face her. “Bow to the might of the King!”

Shining Armour and his comrade stopped and brought their horns together. As one, they shot a torrent of raw magic toward Luna. She returned fire, and her eyes widened in surprise. The two beams collided in the centre of the room, in a crescendo of lethal light. As the three ponies unleashed their magic, Applejack found herself locked n hoof-to-hoof combat with the black unicorn.

Despite the disadvantage presented by her foe's horn, Applejack held her own. As she began to charge, Applejack's forehooves snagged on a broken piece of tile. She tumbled forward, and barely rolled out of the way of a horn slash, which splintered the floor instead of her head. Her enemy stood over her and grinned, her teeth flashing from her horn's emanating light.

“Your life is mine!” said the black unicorn as she prepared to eviscerate Applejack.

“It ain't over yet,” said Applejack with grim determination.

Her hind legs shot up with blinding speed, and caught her foe squarely in the jaw. The blow sent her sprawling. She spat out broken teeth and blood, and attempted to get back up, but Applejack brought her hoof down on her face. Once. Twice. Three times. Applejack relentlessly bludgeoned her enemy until she stopped twitching.

Applejack looked at the bloody mess on the tile floor and grimaced. “I – I never want to have to do that again,” she said, her voice heavy with regret.

Luna began to sweat as she felt her magic weakening before her foes'. She knew she was more adept in the art than either of them, but could not overpower both as long as their assault remained united. She caught a flicker of movement out of the corner of her eye, then gasped as she saw Pinkie strike the red unicorn hard enough to send him crashing into Shining Armour. Both unicorns collapsed, and their attack broke.

Luna's jaw fell open. “Pinkie... how did you?”

“There's no time right now, Princess!” said Pinkie. “We've got a job to do!”

“I'm with ya too, yer highness!” said Applejack with narrowed eyes, as their enemies stood back up.

Shining Armour and the red unicorn began to muster their energy for another attack, but Luna's body glowed bright white as she absorbed the room's light. Then, her glow faded. Everypony except Luna frantically looked around in the sudden blackness. Luna rushed forward and impaled the red unicorn in the chest. Light returned to the room in a bright explosion when her horn made contact. The glow faded from her enemy's eyes as he bled out on the floor.

Shining Armour bared his teeth at Luna and lunged forward as his vision cleared. “I will not fail my King!”

“You have already failed yourself,” said Luna as she parried a sideways horn slash.

With her opponent's horn out of position, she unleashed a burst of white lightning. The blast sent Shining Armour crashing into the wall. Before he could recover, Luna surged forward and pierced his heart with her horn. She looked down on him with pity as he sank to the floor.

Shining Armour gave a few feeble twitches as he craned his neck to meet Luna's gaze. “I – I am... released!” he said, wearing a weak, blissful smile. “Thank you... Princess Luna. Please... please save Twily and everypony else... Cosmo... warped me. I couldn't stop myself... Forgive... me...” He slumped against the wall.

Luna bowed her head as the last vestiges of life faded from Shining Armour's eyes. Blinking back tears, she gently closed his eyes as he lay on the floor, looking almost peaceful.

“Is – is everypony alright?” said Luna, slowly turning to the others.

“I think so,” said a shaken Rarity, as she looked at the broken bodies of their adversaries.

“Pinkie... how in tarnation?” said Applejack as she hugged Pinkie tightly.

“I don't know!” said Pinkie as she ruffled Applejack's mane. “One minute, I blacked out, like my strength and will to live had been sucked right out of me. And the next, I was okay again!”

“That attack the unicorn hit you with must have been some sort of draining magic,” said Luna as her gaze fell upon the door leading onward. “It would have been fatal if it held sway over you for too long. Fortunately, the spell's caster perished, and your strength returned upon her death.”

Fluttershy opened her eyes and blinked as she staggered to her hooves. “Girls... what happened?”

Rarity rushed over and hugged her fiercely. “We won, that's what!”

“Fluttershy!” said Pinkie. “You're okay!”

Luna allowed herself a smile as the four ponies hugged each other and rejoiced in their victory. While they had triumphed here, she knew their greatest ordeal still lay ahead. Their faces fell when they regrouped and looked at Shining Armour's broken corpse.

“We... we couldn't save him...” said Fluttershy, kneeling beside him.

Pinkie clutched her heart. “Was there... nothing?”

Luna solemnly shook her head. “King Cosmo broke his very soul. That kind of magic is only broken upon the death of the pony that it afflicts. I am... sorry. He is yet another among the countless victims of Cosmo's cruelty.”

Applejack nodded at Shining Armour. “When this is over... I'm gonna give ya a good and proper funeral at Sweet Apple Acres. I think that's what Twi would want.”

“This has to end,” said Luna, gesturing at the door at the room's opposite end. “As soon as you are fit to continue, we must press on. King Cosmo resides at the top of this tower. Let us not keep him waiting any longer.”

* * *

“Trixie, are you okay?”

“Trixie is fine!” Trixie gave the concerned unicorn a reproachful look. She staggered back to her hooves.

The battle had been a rude awakening for her. She had been given command of a small battalion of a few dozen of her kin. During their march to Canterlot, Luna had charged her with the task of remaining near the back rank – an order she was only too happy to follow – and to provide magical support for the main army. It was a job easier said than done, thanks to the Canterlot unicorns. Trixie cursed herself for overlooking the fact Canterlot had by far the highest unicorn population in Equestria, and that the King had wasted no time in mobilizing them.

Although she had avoided direct confrontation with the Canterlot unicorns all day, she knew the time drew close. Every time she led her unicorns into battle, the superior numbers and skills of their enemies drove them back. Trixie shielded her eyes from a nearby explosion that made her cape flap violently. The left flank of Luna's army began to disintegrate rapidly.

“Come on, everypony!” said a blue unicorn with a dark blue mane, pointing at the flank. “It's Cosmo's unicorns again! We've got to do something!”

Trixie cringed. She knew what her course of action had to be. Gulping, she nodded slowly and raised a trembling hoof into the air. She paused for a moment before she signaled the attack. Trixie saw her unicorns charge toward the explosion's source, firing bursts of energy to cover their advance. Gritting her teeth, she unleashed an enormous cloud of smoke that rolled in front of her unicorns like a fog bank. When they neared the front lines, she turned to address them while the smoke still held thick.

“Everypony!” she said with as much gusto as she could muster. “Follow the Great and Powerful Trixie's lead as she invokes magic the likes of which you have never seen before!” Her horn sparked with magic – her hat had long been forgotten somewhere on the battlefield. “Remember, all of us must attack as one. Soon, everypony will know the name of Trixie!”

Trixie turned to face the enemy lines, which became more visible as the smoke dissipated. The moment she could see the Canterlot unicorns, she fired a beam into the air. Dozens of similar attacks from her unicorns joined it, creating a rapidly expanding concentration of raw, untamed magic. As it intensified, Trixie tilted her horn forward and unleashed it at her foes.

“Hah!” said Trixie as she watched the effects of their joint effort. “Nothing can stop the Great and Powerful Trixie!”

The enemy unicorns retaliated with a vengeance. They shot a multitude of similar energy beams into Trixie's assault. At first, they only slowed the attack slightly, but as more of Cosmo's unicorns contributed their energies, the attack lost more and more momentum. Trixie's jaw dropped when she saw the collective efforts of herself and Luna's unicorns explode in a shower of multicoloured fireworks that she wished she could have conjured during one of her magic shows.

Trixie stood, completely out of breath, as the Canterlot unicorns charged forward, smashing into Luna's army like a tsunami into a beleaguered ship's hull. She barely managed to raise her horn in time to parry the blow from an oncoming unicorn as the others rushed past her, firing deadly magical strikes while they galloped forward. Trixie and her opponent exchanged a flurry of blows until Trixie leapt into the air and fired a blast of lighting. The attacking unicorn took the full force of it, allowing Trixie to decapitate her.

With her deed done, Trixie surveyed the battlefield and failed to suppress a shudder. The entire left flank of Luna's army had collapsed, and the Canterlot unicorns there mercilessly exterminated their disorganized opponents. She fled back to the relative safety of the army's centre, knowing full well the implications of her failure. With the removal of her unicorns, the entire ground force of Luna's army was left unprotected against Cosmo's.

“Please, Luna...” said Trixie, staring at the ground in shame. “Whatever you're doing in there, please, do it quickly. We can't last much longer...”

* * *

Soarin averted his eyes from the sudden explosion a few hundred feet away. Even at such a distance, its force was incredible. He gaped as he saw the Canterlot unicorns spill through the enormous gap in Luna's lines. Panic struck as he saw the events on the ground continue to unfold.

“They're gonna get routed at any moment... and I can't help them! I can't just stay here...” He punched at the air. “Horseapples! I'm not gonna let them win!”

He clenched his teeth and began to speed toward the advancing brigade of enemy unicorns, but before he made it far, a foe he had not thought he would see again blocked his path.

“Going somewhere, Wonderbolt?” said Captain Comet.

“How did you...?”

“The King didn't give me the rank of Captain for nothing, you know! I'm sure somepony like Spitfire would understand what that rank means.” Captain Comet wore a malicious grin. “Why don't we ask her?”

Soarin howled with rage as he sped toward the Captain, who juked his attack effortlessly. “Now now, Soarin, play nice,” he said in a tone normally reserved for curbing a filly's tantrum. “I'll tell you what. You stay here, and I'll introduce you to some of my friends. Nopony strikes the Captain of his majesty's air force and lives to tell about it!”

Captain Comet banked off and flew toward a large group of his comrades before Soarin could react. Soarin punched at the air in anger and frustration. Left with no options, he spotted Iniquitus and flew toward him. Iniquitus was beset with Comets, who threw themselves at him with reckless abandon. Soarin banked in from their blind side and smashed into one, sending him crashing to earth. Iniquitus turned the rest aside with a jet of flame and a swing of his tail.

“Iniquitus! The ground battle is lost. We have to help them!” said Soarin, his voice rife with panic.

“It cannot be done,” said Iniquitus flatly. “Enough of my kin have perished in the skies today. I will not allow more to die as a result of my absence.”

“Then let's end this quickly!” said Soarin, indicating the thickest part of the air battle. “Now!”

“Very well, little pegasus,” said Iniquitus. He snorted a small plume of flame in amusement. “It is a good day to die.”

They flew side by side, dragon and pegasus, headlong into a dogfight which saw their forces outnumbered by about five to one. Years ago, when he had first joined the Wonderbolts, Soarin never imagined his career being cut short like this. If he could not spend the rest of his days performing legendary aerial tricks, he had anticipated forced early retirement due to some sort of injury. But nothing like this. Here he was, heading recklessly into impossible odds.

Soarin saw something in his peripheral vision that made his heart stop. Captain Comet had returned with dozens of reinforcements, hotly pursing him and Iniquitus. Paying the Captain no heed, Soarin dove into the thick of the dogfight, swinging at every target of opportunity, his earlier fatigue forgotten. Even with his and Iniquitus's aid, the battle looked grim. With Captain Comet leading them, the Comets picked apart Luna's forces with horrifying efficiency.

“I... don't know how much longer we can keep this up,” Iniquitus said finally.

His statement hit Soarin like a sledgehammer. He had not expected the great dragon to utter those words. In one last, desperate effort, Soarin flew toward Captain Comet at full speed.

“If I can kill him... maybe, just maybe, it'll disorganize the Comets long enough for us to gain an advantage!” Soarin muttered to himself as he closed the distance.

A loud screech pealed across the battlefield. He gasped as his path was blocked yet again – this time, not by a pegasus, or even a dragon.

“Stay back, pony!” It was a great griffon wearing a purple cape and gold, gem-encrusted battle armour. “You are in no condition to fight.”

Soarin stopped dead in the air. He watched in astonishment as hundreds of griffons entered the fray and began to tear into the Comets with remarkable fervour. Captain Comet and the regal griffon squared off in the air and dueled, as if they were a pair of age-old foes meeting on the battlefield once more.

He gasped as he witnessed Captain Comet swing at the griffon, miss, and leave himself open. The griffon took advantage of the gap and swiped his opponent across the chest with his claws. For a second, the Captain gawked at his bloody chest and tattered flight suit, before the griffon tore into him without hesitation. In a flash, he flung the Captain's broken body to the ground. Looking around, Soarin found the Comets being shredded to pieces by their griffon adversaries.

“King Thorondor!” bellowed Iniquitus with delight as he joined Soarin and the griffon. “I see that you can still rend your foes as proficiently as ever.”

The griffon blinked. “Thorondor? He was my forefather. I am Gwaihir, king of the griffons. I am honoured to draw such a comparison. Even today, his strength is legend.”

“King Gwaihir!” said Soarin with relief. “Fluttershy told us that you refused to aid us. Why the change of heart?”

“We witnessed the destruction of your Weather Factory, even from our lands,” squawked Gwaihir. “It was then clear that the repercussions of this war would reach my kingdom, with or without my intervention. After your ambassador's warning proved true, I thought it prudent to dispatch scouts to keep an eye on the situation. They informed me that it was the work of King Cosmo. He must be brought down.”

Soarin grinned at him. “Well, you're just in time. I don't know how much longer we'd have been able to last without you!”

“Come,” said Gwaihir, waving a taloned hand. “It would seem your ground army is overtaxed. It is time that we tip the scales.”

Soarin and Iniquitus nodded. Following Gwaihir's lead, they began doing what they had longed to do all day: relentlessly dive-bomb the enemy lines. The results were devastating. Beset from the air and ground, the legions of the King could not continue their advance. With the griffons' aid, Luna's army tore massive holes in the King's lines. Before long, the legions of King Cosmo began to disintegrate.

Soarin allowed himself a grim smile. “Maybe... just maybe... we'll make it out alive after all...”

* * *

The long spiral staircase of Canterlot Castle's east tower echoed with the sound of five sets of hooves clopping up them as Luna and the others ascended. A blood red sunset seeped through the windows. Before long, they stood before a pair of large gold and obsidian-plated doors.

Rarity's eyes widened. “Are those...?”

“Indeed,” said Luna.

“Then what are we waitin' for?” said Applejack as she kicked them with full force. She cried out in surprise as the doors absorbed her attack and zapped her with a burst of lightning, knocking her flat on her belly.

“An odd countermeasure,” said Luna, arching an eyebrow. “This sealing spell is hardly advanced magic.”

Luna closed her eyes and focused a bright white beam on the doors. It completely enveloped them. As they glowed brighter and brighter, the others understood why Luna had shut her eyes. They shielded their own as the light's intensity grew. A few moments later, the doors emitted a series of loud cracks. When the light faded, the doors crumbled to the ground.

When the dust settled, the five stood in the frame of the doorway as the room came into view. A massive statue of King Cosmo faced the large window, and the elabourate throne of the King sat beside it. Miasma, and King Cosmo himself, stood by the window.

“Ah, Luna,” said Cosmo as he turned his baleful glare on them. “I had secretly hoped that my servants would fail in their mission, so I could have the pleasure of separating your head from your body myself.” The King laughed. “Just as the setting sun heralds the end of this day, so too does it mark the end of your feeble insurrection!”

Chapter XXIV - The Spark

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Chapter XXIV
The Spark
===============

“You have failed, Cosmo,” said Luna, as she advanced down the stairs with the others in her wake. “Despite your attempts, we have the Elements of Harmony. History repeats itself, brother. The Elements were your undoing once, and they shall be again.”

King Cosmo's eyes blazed as he loosed a peal of laughter. “So, your strategy was to gamble the lives of everypony loyal to you on a false hope? It is just as I predicted. However, I anticipated that it could have been a ruse for a more operable stratagem. It seems that I was mistaken.”

The King narrowed his eyes as an ancient sneer of contempt twisted his visage. “You are far more desperate than I expected. Have you not forgotten those words spoken to us so many years ago? 'Once the Elements have chosen new wielders, they will forever forsake their predecessors.'”

“Do not listen to him, everypony!” said Luna as she glared at him. “Get in position. The Elements were created to keep balance and peace in Equestria. They will not brook my brother's cruelty to continue any longer!”

“Twilight? Is – is that you?” said Rarity when she noticed Miasma at the King's side.

Pinkie nodded grimly. “That's her, all right.”

“We've come to save you, Twilight!” said Fluttershy, as the ponies took positions at Luna's side near the room's centre.

“You should be more concerned with saving yourselves,” said Miasma with a venomous grin. “Master... please, allow me to expunge this slime from existence!” Her horn began to crackle with wild magic. “I have waited far too long to taste their blood.”

“Twi, listen to yourself!” said Applejack. “Please! This ain't who you are!”

“Twilight? Twilight was weak,” said Miasma, as dark purple magic coalesced around her like a cloud of noxious fumes. “My King allowed me to rid myself of that weakness. Thanks to his generosity, I am now invincible.” The bleak aura surrounding her continued to grow as she spoke. “Long have I yearned to fulfill my mission. I will take great pleasure in breaking you, one by one.”

“Stay your hoof, Miasma,” said Cosmo, briefly flicking a glance at her. “Your time will come. Let them have their fun. What good is slaying an enemy if all their hope has not been crushed?”

“Now is our chance!” said Luna.

Pinkie, Fluttershy, Rarity, and Applejack turned their heads toward her and nodded. All five closed their eyes and began to concentrate. Laughter, Kindness, Generosity, Honesty, Loyalty, and Magic were united, and shone as one. Luna felt herself float into the air as the Elements emitted an intense white glow. When she felt the time was right, she unleashed the gathered power toward him. After a few seconds, she fell to the ground along with the others as the glow faded and the magical assault fizzled into nothingness.

Cosmo tossed his head back and laughed. “You have failed, Luna! I have enjoyed this little game, but now your role in it has come to an end.”

Luna pawed the ground and flared her wings. “We do not need the Elements to defeat you.”

Cosmo sneered. “I must respectfully disagree. Everything all of you have done in this war has been in accordance with my will. You are far too predictable, sister. By allowing you to conduct this laughable resistance, you have effectively rounded up each and every pony who is bold and foolish enough to oppose my divine rule. Once they have been wiped out, all of Equestria will fall at my hooves. What's more, you were kind enough to remove the barrier that was preventing me from procuring the Elements of Harmony.” He flared his wings and his horn began to shimmer with magic. “Your failure is absolute! None can challenge my power, and with the Elements in my possession, nopony ever will! I will rule this kingdom forever!”

“Enough!” Luna's horn surged with white lightning. “I will not back down, not anymore. Your rule is at an end!”

Cosmo glanced at Miasma, who stood in place and quivered with fury. “This has gone on long enough. Luna is mine. I leave the rest to deal with as you see fit.”

“At once, my King!” said Miasma with fiendish glee, as she stalked toward the ponies.

“I must admit, I am surprised that you still wished to challenge me,” said Cosmo as he slowly ascended. “You know as well as I that you are no match for me. I am not normally one to grant requests, but you are begging for death!”

Luna took off high into the air, and having nearly reached the ceiling, looked down at Cosmo, who continued his gradual upward drift. Power coursed through her body; white lightning danced around her as her magic swirled like a cloud. Cosmo continued to grin as he drew level with her in the air. He closed his eyes and spread his limbs wide. The entire room began to shimmer before Luna's eyes.

“Now,” rumbled the King, “you will experience the ultimate power in all of Equestria!”

As Cosmo spoke, the room swam out of focus in Luna's vision, giving way to the appearance of outer space. Luna looked around in shock, as the only things she could see were countless stars, an enormous sun overhead, and a moon far below the floor, which was now a translucent platform emanating a strange white smoke. She was so absorbed in the disorienting change, that she narrowly avoided a pony-sized meteor that sped toward her.

“The stars themselves come to my aid!” said Cosmo with a gleam in his eye.

Luna glared at him. “What have you done?”

Cosmo laughed hysterically as he surrounded himself with a whirlwind of multicoloured energy. Sparks flew wildly from his horn. Luna caught a subtle gleam in his eye. A split second later, the King hurtled toward her at blinding speed. His energy streaked behind him like the tail of a blazing comet. Cosmo drove his forehooves into Luna's chest, the speed of his attack too great for her to avoid. She grunted in pain and barely raised her hooves in time to deflect the follow-up swing by Cosmo.

The two alicorns continued to exchange a rapid flurry of punches and kicks, seemingly forgetting their magical abilities. Despite this, whirling energy eddied around them in a deadly maelstrom of many colours. Their hooves became blurs as their power enhanced their speed.

The King landed a blow on Luna's muzzle, but she struck back and hit him squarely in the chest. They both snorted in pain and lashed out again. Luna was astounded to find herself matching her brother almost blow for blow.

Cosmo abruptly broke away from their combat, and hovered a score of feet away from her. His tricolour aura pulsed around him ominously. Luna did the same as her brother, but she knew it was too late when saw his magic forming into a trident, which sped toward her. Her eyes widened, and she veered hard left to narrowly avoid it as it whizzed by.

As she tumbled in midair, she formed her aura into a slender rapier. She thrust it at Cosmo, who recalled his trident and parried. Cosmo gave her a feral grin and aimed a series of jabs at her. Bright sparks flew in all directions as her nimble weapon deflected each blow.

Cosmo narrowed his eyes in frustration. “I should never have taught you how to do that.”

He brought his weapon around and swung at her again. Luna parried once more and went in for a riposte, but Cosmo broke his trident into three short swords. One parried her attack, and the other two sped toward her. Luna weaved between the two enchanted blades and pulled her rapier back in anticipation of her brother's next assault. As she drew close, another meteor whizzed straight at her. Calling upon her already strained power, she fired a blast of lightning at it. It exploded within mere inches of her face.

Her heart raced as more meteors came at her from all sides. Veins pulsed on her temples as she used her rapier to contend with Cosmo's three blades, her magic to blast meteors, and every flying trick she knew to avoid the rest.

“You cannot last forever, dear sister!” said Cosmo, his eyes ablaze with glee. “Sooner or later, you will make a mistake, and then you will rest in pieces!”

Luna's eyes widened as a sword danced toward her neck. She twisted her head painfully to avoid the blow, and the weapon nicked her cheek. Wiping away blood, she recalled her rapier and reshaped it into a shield. She gave a determined snort and barreled toward the King, the shield absorbing any intervening attacks.

Cosmo grunted as he concentrated the energy from his swords into an energy beam, which he directed at the oncoming shield. The two colossal sources of energy met and created a blinding cascade of energy in midair. Their power surged as each struggled to overpower the other. Loose magic shot in all directions as the magic duel grew in intensity. When Cosmo realized he was not gaining much of an edge, he drew off his attack and transformed himself into a mist the colour of his mane.

The vapour-like form swirled around Luna's shield and rematerialized directly in front of her. He gathered his power and fired a swath of lightning. Luna screamed in pain as it ruthlessly danced across her body. His grin broadened as he increased the power of his attack, until he noticed Luna's shield returning to her. Cosmo gasped and folded his wings. He dropped a few dozen feet, only narrowly avoiding decapitation, before flaring them again, and flying back to his sister's altitude.

Luna looked at him grimly, recalled her shield's energies, transformed herself into a mist similar to what Cosmo had done, and shot toward him. Cosmo chuckled as he re-assumed his mist form and met her. The clouds collided in a shower of sparks and rebounded off each other before clashing again. Both ponies bounced through the air, smashing into each other over and over in a shower of blinding light.

* * *

Pinkie, Fluttershy, Applejack, and Rarity looked down in shock as they saw the floor dissolve before them, shifting their hooves uneasily upon the white mist that replaced the stone.

“What in Equestria is happening?” said Rarity shrilly, as she looked around and saw that nothing of the room apart from the statue of the King and his throne remained.

Miasma chuckled. “Now you are at last beginning to realize the true power of King Cosmo! It is time. Fight me.”

“Twilight,” said a wide-eyed Fluttershy as she slowly approached Miasma. “We couldn't possibly fight you. You're our friend. Remember us, please! Help us stop Cosmo, together!”

“I – said – fight – me!” Miasma ground out every syllable between clenched teeth. Letting out a sort of half-scream, Miasma blasted Fluttershy with dark lightning bolts, sending her crashing into thin air where the room's wall once stood. The others looked on, mouths agape, as Fluttershy struggled to stand back up, bawling as she did so. Miasma continued her purposeful advance toward the others. Sparks continued to fly from her horn as Luna and King Cosmo dueled overhead.

“If you wish to deny me the pleasure of vanquishing you in combat, so be it.” Miasma lunged toward Applejack, her horn aglow. “I'll make sure you die slowly.”

A split second before Miasma's horn made contact with its target, Rarity intercepted the slash with her own horn, electing a sharp laugh from Miasma. She began to relentlessly swipe at Rarity with her horn. To Rarity's surprise, she managed to parry Miasma's attacks, unsure if it was through sheer luck or her own prowess. Fear gripped her heart as she steadily lost ground to Miasma, who advanced methodically and purposefully.

Miasma's lantern-like eyes darted to her right. “You stay out of this, worm. Your time will come soon enough!” She fired a burst of dark lightning at Pinkie, who was attempting to blindside her.

Pinkie cried out and collapsed as Miasma's attack scored a direct hit. The lightning made her hair stand on end as it played across her body. Rarity cried out and lunged toward Miasma, slashing at her neck, but Miasma brought her head down and parried the slash. She then pressed forward, driving Rarity back. Rarity stumbled backward and fell flat on her flank. Miasma stood over her and raised her horn in preparation to eviscerate her. Before she could strike, Applejack charged forward and drove her hind legs into Miasma's side. The blow sent her soaring across the room.

“Y'all alright?” said Applejack as she stood over them like a mare protecting her foals.

“I... think so,” said Pinkie as she staggered back to her hooves.

The four ponies looked toward Miasma, who picked herself up and stared at them with contempt.

“I – I can't do this!” said Fluttershy as she averted her eyes from Miasma's piercing glare.

“We must,” said Rarity, struggling to keep herself from choking up. “Not only for our safety, but the safety of all of Equestria!”

“It's still Twi inside, I just know it!” said Applejack desperately. “We can't just kill her!”

“Remember what Luna said?” said Pinkie breathlessly. “Maybe Twilight can be saved, like I was!”

“A touching thought, but a futile one,” said Miasma, who now stood a few feet away from them. “Do not have false hope. I can destroy you any time I see fit, but my master never said I couldn't have any fun first... I shall savour this moment.”

“Listen to yourself, Twilight, please!” said Rarity, her legs threatening to buckle beneath her. “Stop this madness! If we work together, we can help Luna defeat Cosmo once and for all! We can end this!”

“And end this I shall,” said Miasma. Her horn crackled with lightning. “The remnants of your army no doubt lie smeared and broken across the fields beneath Canterlot. You four and Luna shall soon join Twilight and Rainbow Dash among the dead, and the Elements will belong to their rightful King. Our victory will be absolute!”

Miasma's horn emitted forked lightning. Its deadly bolts shot toward all four ponies at once. Rarity raised her horn like a lightning rod and drew the magic into it. She cried out in pain as Miasma's attack intensified. Most of the magic struck her instead of her friends. As if energized by Rarity's suffering, Miasma increased the power of her assault until Rarity sank to her knees.

Pinkie and Applejack looked at each other and nodded resolutely, then galloped toward Miasma at full speed. Sneering, Miasma diverted some of her lightning at them, catching them in its paralyzing grip. Laughing to herself, Miasma kept up the attack, none of its victims unable to move or retaliate.

“Now you realize the hopelessness of it all,” said Miasma as power coursed through her. “Writhe in agony as I –”

A loud scream pierced the air as Fluttershy dove toward her headfirst from behind. Her head collided with Miasma's back hard enough to smash her into the ground. The stream of lightning fizzled as her concentration broke.

“Twilight... I'm so sorry...” said Fluttershy as she backed away from her fallen foe.

Miasma staggered back to her hooves and spat out blood. Her rage seethed palpably. “Four against one...” she said patronizingly. “You should've brought more friends.”

“Twi...” said Applejack, on the verge of sobbing. “Somepony once told me that if we all stick together and harness the power of friendship... anything is possible.” She winced as she saw magic gather once more on Miasma's horn. “That pony... was you, Twi.”

“Save your breath,” said Miasma. “It's time we play a little game. The rules are simple: anypony who survives has the privilege of dying by my hoof.”

Everypony collectively gasped as they saw Miasma's dark purple magic envelop the statue of King Cosmo at the room's centre. After a few seconds, it began to move. Its motions were only slight at first, but before long, the enormous simulacrum headed straight toward them, its eyes emitting a bright red glow. Miasma threw her head back and laughed hysterically as the statue continued its approach.

* * *

As the statue came to life below, Cosmo resumed his normal form after rebounding yet again from a direct clash with Luna's mist form. “You cannot keep this up forever, sister!”

“You do not frighten me anymore, Cosmo!” said Luna defiantly. “You will meet justice soon enough!”

“On the contrary, I sense a great deal of doubt within you,” said Cosmo, bearing down on her with his words. “You have anger, you have hate, you have fear. You have reached the conclusion that becoming Nightmare Moon once more is your only possible escape. Become that vessel of hatred once more. Give in to your fear!”

“I would rather die than become that – that monster again!” spat Luna.

“So be it,” said Cosmo as he ignited his horn.

Luna followed suit just in time to stop a quick slash of his horn with her own. King Cosmo's eyes blazed as he rushed forward in a blur and aimed a series of swipes at her. Sweat matted Luna's coat as she barely parried the assault. Clangs filled the air as their blazing horns rang off one an other.

With her vitality being sapped by the King's attacks, she realized she could not hold out for much longer. Try as she might, she could not muster the strength to mount a counteroffensive, while Cosmo seemed tireless. Gathering as much of her magic as she could spare, she loosed an arcane shout as she projected a dark mist at the King. Her blood ran cold as Cosmo's horn absorbed the mist like a sponge.

Cosmo hovered in place and gestured with a forehoof. “As fun as this has been, little sister, I cordially invite you to look around. What do you see?”

Luna frantically scanned the sky around her and noticed several stars that appeared to have entered the room, and were not part of Cosmo's illusion of outer space. Her eyes widened as the saw them collapse on themselves before exploding. She flew as high as she could, narrowly escaping the blast.

“Now... prepare to be torn limb from limb!” said Cosmo as the gashes in the sky where the stars had been turned into tiny black holes. Their gravitational pull tugged at her with an iron grip.

Cosmo hovered in place as he summoned another shower of meteors, which hurtled toward Luna. Despite juking downward, the first projectile grazed by her. With her maneuverability cut by the wild gravity, Luna began to blast the meteors from the sky, destroying as many as she could before they smashed into her.

“How long can you survive, Luna?” Cosmo laughed. “I have not had this much fun in centuries!”

As if to underscore his words, a meteor struck Luna in the stomach, winding her. She spun out of control and frantically flapped her wings as she drew dangerously close to a black hole. Her eyes widened when another meteor zoomed toward her face. With no energy to spare, she banked hard right to avoid it. The meteor slammed into the black hole and caused it to close. Grinning, she flew as close to each black hole as she could without being sucked in, breaking her trajectory at the last possible second, sending any pursuing meteors into them. She systematically closed them until none remained.

The King expelled a puff of steam from his nostrils. “Very clever, but you have merely delayed your fate. You, like all others, will serve me or suffer the same fate as Ponyville, Cloudsdale, and Celestia!”

* * *

The statue of King Cosmo bore down on Pinkie, Rarity, Fluttershy, and Applejack. It thrust a stone hoof toward them with surprising speed as it drew near. Pinkie ducked and rolled to the side, then sprung back to her hooves and charged toward its leg. She kicked it as hard as she could before jumping off. Her hoof clacked loudly upon the stone, inflicting no visible damage. Rarity loosed a burst of magic toward it, but the statue raised a forehoof and swatted it as if it were an insect. Applejack darted through a flurry of hoof strikes and bucked one of its hind legs with everything she had, but the attack caused little more than a small chip in the solid stone.

“The King taught me this one personally,” said Miasma. “I'm glad you're enjoying it.”

“How in the hay do we stop this thing?” said Applejack as she backed away from the advancing statue.

“We can't!” squeaked Fluttershy. “It's going to flatten us!”

“Flatten...” said Rarity as she looked at the statue's eyes. “Like that Ursa! Cover me, everypony!”

“What in Equestria is she on about?” said Applejack as she charged toward the statue.

“Dunno, but I trust her!” said Pinkie as she joined Applejack.

Applejack nodded. Both mares attacked the statue from each side, narrowly avoiding its stony punches. While their attacks were ineffective against the simulacrum, they bought Rarity the time she needed. Concentrating with all her might, she unleashed a burst of magic directly between the statue's eyes, much like she had done with the Ursa Major so long ago. The statue stumbled backward. Grinning, Rarity kept up her attack. Miasma gasped when the red glow faded from its eyes and it toppled over, shattering asunder when it hit the floor.

“Oh, Rarity, you did it!” said Fluttershy, hugging her tightly.

“Do no celebrate too soon,” said Miasma. “I think I've toyed with you for long enough. Now you will meet your fate!”

Veiling herself in dark magic, Miasma slipped into the shadows and struck at Rarity with her horn. Rarity deflected the first few attacks, but soon stumbled backward against the onslaught of her nearly invisible foe. Miasma reappeared, standing over Rarity, and struck her with lightning. Rarity writhed in pain. As soon as the others rushed to Rarity's aid, Miasma disappeared again, reappearing a score of feet away from them. One by one, Miasma unleashed her lightning on her foes until all four lay in broken heaps on the floor, barely able to twitch.

“A pity that this could not have lasted longer...” said Miasma with feigned regret as she prepared to deliver the final blow.

* * *

“I will not be touched by rabble such as you!” said King Cosmo as he harnessed all of his power and launched it toward Luna.

Luna called upon all her remaining magic and met Cosmo's attack head-on. The two beams collided in an almost blinding shower of wild magic. Luna's kept Cosmo's at bay for only moments before his completely enveloped hers, the white energy devoured by the three colours of the King's attack. Luna cried out as Cosmo's beam hit her squarely, consuming her body in a swath of deadly colour. Cosmo laughed triumphantly as his attack ceased and Luna's singed body plummeted to the ground, landing beside her four fallen comrades.

“Excellent!” said Cosmo as he admired Miasma's handiwork. “You have served me well, Miasma. Now, at long last, the end of Luna's rebellion is at hoof!”

A seam appeared in the side of the starry blackness as the throne room doors burst open. Everypony looked at the entrance. Scootaloo stood in the doorway.

Covered in welts and bruises, and with her wings flared, Scootaloo defiantly advanced toward them. “I won't let you win, Cosmo!”

Cosmo nearly doubled over with laughter. “So, the cavalry has arrived! In your hour of most dire need, the last pony in Equestria capable of helping you – a lame pegasus filly – has risen to the challenge against the greatest pony who ever lived!”

Miasma turned her eerie gaze toward Scootaloo. “Sire, how did this... thing get in here?”

“She was supposed to be languishing in the dungeon,” said Cosmo, his eyes narrowing. “It is clear that Bastion has betrayed me. No matter, he has served his purpose. Once I have finished disposing of this filth, his head will adorn a pike right next to Luna's!”

Scootaloo galloped forward. “Shut up, Cosmo! I'm not afraid of you!”

“Silence!” said Cosmo, his eyes scorching her. “Your time will come soon enough. But first, you shall witness the demise of Princess Luna, your friends, and the end of the vaunted justice that they represent.” His eyes began to glitter with fiendish glee. “Behold, the absolute triumph of Cosmo, the one true King of Equestria. My foes lay broken beneath my hooves; their defeat is absolute. They have been but mere actors in the great play of this war upon the stage of Equestria! They have followed my script from act one until now, the final scene. The era of King Cosmo shall begin anew! Now, young foal, all who you knew and held dear shall perish along with Luna and her ilk!” He turned to Luna. “You have fought well, sister, but only I can live forever...”

As the King finished speaking, he struck the five fallen ponies with multicoloured lightning. Scootaloo skidded to a halt a few feet away from them. Her eyes filled with tears as she felt herself paralyzed by the effects of Cosmo's attack. Cosmo descended to Miasma's side as his attack continued, eliciting a chorus of screams from his victims.

Scootaloo quaked in place. “No... I can't give up... not now... not ever! I promised Rainbow Dash! I promised my friends! DO YOU HEAR ME, COSMO! I'LL NEVER GIVE UP! NEVER!”

The necklace of Loyalty began to glow, and rose from Luna's neck. It rushed in front of Cosmo's attack and deflected it, sending lightning bolts flying in all directions. None touched Scootaloo or the others. A moment later, it hurtled toward Scootaloo and fastened itself around her neck. She blinked in surprise as she began to share the necklace's bright red glow. The necklaces of Kindness, Generosity, Honesty, and Laughter began to glow as well. Pinkie, Fluttershy, Applejack, and Rarity all stood back up, gawking at her.

“What is this?” said a wide-eyed Cosmo. “You wield the Element of Loyalty? Impossible! Its wielder was Rainbow Dash, and she is long dead! Do you hear me? RAINBOW DASH IS DEAD!”

“Rainbow Dash will never truly die,” said Scootaloo. “As long as she continues to live in her friends' hearts. In my heart!”

“Quickly, Miasma! Destroy them at once!” said Cosmo, as he took an involuntary step back. Desperation had manifested in his voice.

The five Elements' glow intensified. Miasma marched toward Scootaloo, her eyes full of death. She raised her horn over Scootaloo's neck, preparing to swing it like an executioner's axe. As she lowered it, the Elements' light surged at her. Her lantern-like eyes were momentarily replaced by ordinary purple ones.

Miasma staggered backward. “What is happening to me?”

Before anypony could answer, the unicorn lost consciousness. When she awoke, she found herself floating in a vast, empty white space.

“Where am I?” Her voice echoed strangely in the void.

A dark purple unicorn with bright white eyes floated next to her. “You are in your subconscious.”

“You – you're the one responsible for all the evil things I've done!”

“You brought this upon yourself, Twilight Sparkle!” spat Miasma.

Twilight gawked at her. “What's happening? How did I end up here?”

Miasma shook her head and gritted her teeth. “I don't know. You're supposed to be dead.”

“Somehow... it feels like I've always been here...” said Twilight. “Just... trapped. I've seen and felt everything that's happened, but I've only been able to watch helplessly, as if I were imprisoned in my own mind.” Her eyes narrowed. “But no more, Miasma! I'm putting an end to you and all the evil you've wrought!”

Miasma's laugh echoed into space. “Destroy me? You cannot destroy me! King Cosmo forged me from the evil inside of you!”

“It's a lie! I'm not evil, and I will never kowtow to a madpony like Cosmo!”

“A lie, you say?” said Miasma, her voice dripping with sarcastic venom. “Then how come you murdered Celestia? It was by your hoof, and your hoof alone that she perished! If you are truly as pure as you claim, then Celestia would have killed the King, preventing this whole war! You allowed your infatuation and your blindness to corrupt your very soul!” Her eyes bored into Twilight's. “There is nopony to blame for this but yourself! Now curl up and die like you were supposed to! This body belongs to his majesty, the King!”

“She – she's right...” Twilight muttered to herself. Her eyes welled with tears as she looked away. “It's... all my fault...” She felt as if she were being crushed by a giant unseen hand. “What have I done? I've destroyed the world as we know it!”

“Don't tell yourself, that, sugarcube!”

“Applejack? Applejack, is that you?”

Miasma blanched. “How did she get here?”

“Look, Twi,” said Applejack as she floated next to her. “Stay true to yourself! You only did what you did because you believed it was the right thing to do! Cosmo tricked you and used you like a pawn in his little game!” She defiantly stared at Miasma. “You're a good pony, and don't you ever forget it! Miasma is not who you are!”

“Applejack, I –”

Rarity appeared at her side with a loud pop. “Twilight!” she said sharply. “You simply can't believe what this – this creature is saying! She is nothing more than what King Cosmo wants you to believe. You're better than that. The love you've shown not only to us, your friends, but to everypony, is evidence enough of that!” She huffed at Miasma with contempt. “Now, use that love! Vanquish this monstrosity once and for all!”

“Your powers are as weak as your words!” said Miasma. “I am in control. This is my body, my mind! It belongs to me and the King!”

“Now wait just a minute!” said the stern voice of Fluttershy as she appeared above Twilight's head. “Twilight has always been there for us, through thick and through thin. She puts aside her own desires just to help her friends.” She landed and stood next to Twilight, her wings flared. “Now we'll return the favour. You think us weak and helpless, but together, as friends, we can beat you!”

Miasma pawed the ground and her ears flattened. “Boldly stated. But my powers, like that of my King's, are absolute!”

“Absolute? As if,” said Pinkie, joining the others next to Twilight. “The joy that Twilight has brought not just to me, but to everypony in Ponyville, is all the proof I need to know all you're doing is trying to make her forget who she really is!” She turned to Twilight and looked directly into her tearful purple eyes. “Don't you ever forget who you are! The laughter and happiness you've brought all of us should never be forgotten!”

“But... how can I face you again?” said Twilight, looking away. “The things I've done are unforgivable. The murders I'm responsible for – the razing of Ponyville! I should be executed for my crimes.”

“No, Twilight,” said Rarity, propping up Twilight's muzzle and gazing directly into her eyes. “We're your friends. You've taught all of us what friendship really means.”

“You remember what happened that night we got connected with the Elements, don't ya?” said Applejack, giving Twilight a tight hug. “Luna did some horrible things as Nightmare Moon, and after the Elements redeemed her, Celestia forgave her. Everything you've done is because of Cosmo, not you. We forgive you.”

“Anypony could've been tricked by the King,” said Pinkie. “Look at what he made me do to poor Dashie...”

“We'll stand by you, no matter what!” said Fluttershy. “You're a great pony, and an even greater friend. Anypony who tries to tell you otherwise will have to answer to me!”

Rarity stomped the ground with a forehoof as she stepped forward. “And all of us!”

Twilight perked up and looked at Miasma. “They're – they're right! Begone, Miasma! You are not welcome here!”

Twilight fired a beam of bright white light at Miasma, who countered with a dark purple beam of her own. Miasma's attack quickly devoured hers, but each of her friends rested a hoof on her back.

“We're with you, sugarcube,” said Applejack calmly.

Twilight's beam increased in power, but was still incapable of matching Miasma's.

“Don't be scared,” said Pinkie. “You can beat Cosmo if you put your mind to it!”

“We're with you, Twilight!” said Fluttershy.

“Until the bitter end!” said Rarity.

As Rarity spoke, Twilight's beam became so powerful, it seemed to overwhelm Miasma's defenses.

“You fools!” said Miasma. “I am the embodiment of the King's will! I am invincible!”

Miasma's beam sliced through Twilight's effortlessly and headed straight toward her and her friends. A split second before it devoured them all, another pony appeared, shattering Miasma's attack. It was Scootaloo.

“Twilight...” said Scootaloo, staring at her. “Stay true to yourself, no matter what. Stand up to the King. I know it seems impossible, but trust me. Fight him until your dying breath! I promised Rainbow Dash that I would. No matter how powerful he is, I will fight him. Fight him too! You have the power! Use it now – destroy Miasma!”

“I – I can do this!” said Twilight as her horn sparked with magic.

“Try me,” said Miasma. “This will be your end!”

Twilight fired a narrow beam of light toward Miasma. It connected directly.

“What?” said Miasma in alarm, emitting the same light from various parts of her body, as if she had begun to split at the seams. “No! This can't be happening! I am Miasma! My power is eternal!”

“BEGONE!” shouted Twilight as the light completely engulfed Miasma.

Miasma screamed and exploded, the light from the blast momentarily blinding Twilight. When she could see again, she found herself standing before her four friends. The Elements of Harmony around their necks still glowed.

“I said destroy them, Miasma!” said King Cosmo from behind her. “At once!”

“No...” said Twilight without looking at him.

“What?” said Cosmo. “You dare disobey your King? Destroy them! We both know who owns your soul!”

“Miasma?” Twilight turned to face him, a bright twinkle in her eyes. “Miasma is dead.” As Twilight spoke, Luna slowly got up, and the tiara of Magic flew off her head and landed atop Twilight's. “There is only Twilight Sparkle!”

“Impossible!” said Cosmo as Twilight's eyes began to glow white, along with the tiara.

It was then that King Cosmo realized his folly. Before him stood the six Elements of Harmony, their all-too familiar energies uniting once more, just as he and his sisters had harnessed them so many eons ago. The rising pillar of rainbow light that had crushed the likes of Discord and Nightmare Moon now towered above him – a harbinger of his own doom. Despite all his carefully laid plans and webs of fear and treachery, all his stratagems and the war he had so meticulously engineered, the unstoppable cascade of Harmony's power came crashing down upon him. From the foes he had deemed defeated, the eternal force of all that was good in the world hurtled toward King Cosmo.

He yelled and struck out with all of his power. The tricoloured energy beam collided with the Elements' rainbow. Gritting his teeth, Cosmo fought with all his might, but the Elements of Harmony quickly overwhelmed him. Before long, the rainbow tornado had utterly enveloped the King. He could not move. He continued to struggle against its ever tightening grasp, but his efforts proved fruitless. The King felt a sudden sharp pain blossom in his chest. He looked down and his mouth fell open in a combination of agony and disbelief. He saw Luna, her horn piercing him up to its hilt.

Luna withdrew her horn and pulled back before the tornado exploded in a blinding flash of light. When the room swam back into focus, the strange outer space appearance had faded, its walls and floor reverting to their normal state, and upon the floor at the feet of his elabourate throne lay King Cosmo, coughing up blood. His crown lay shattered at his hooves. His mane had changed to the short, scraggly green mess Greyhoof had worn. Luna approached him and looked into his eyes. The once ever-present fire in them had been doused, replaced by a dull, cold orange. Exhaling one last time, Cosmo closed his eyes and grew still as the final vestiges of life left his body.

“I'm sorry...” said Luna quietly. She sank to her knees. “I'm so sorry for everything!” She wailed and buried her face in her forehooves, sobbing uncontrollably. “Everypony, please, forgive me. It should have been me and not the thousands of innocents who paid the price for my mistakes!”

“Princess...” said Twilight, kneeling beside her. “Nopony was above being deceived by him, not even you. We will stand by you and help rebuild Equestria, no matter what. I promise.”

Luna looked into her eyes. “Thank you... thank you, everypony, for everything!” She lunged forward and hugged Twilight, collapsing into her warm embrace.

Epilogue

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Epilogue
===============

Twilight Sparkle paced back and forth in Canterlot Tower. The tiara of Magic lay on the carpet before her. Her head hung low; her misdeeds were an anvil around her neck. The doors behind her glided open on well-oiled hinges. Applejack, Rarity, Fluttershy, Pinkie Pie, and Scootaloo slowly approached her, their hoofsteps muffled by the red carpet.

Twilight's ears pricked up and she turned around. “Girls...” Her eyes were red and puffy.

“We thought you'd be here, sugarcube,” said Applejack. The necklace of Honesty was still fastened around her neck. She rested a forehoof gently on Twilight's shoulder.

Rarity uttered a small whimper. “Oh, darling, you look positively dreadful! Have you slept?”

As Twilight shook her head, Fluttershy and Pinkie ran to her and embraced her warmly. They too wore their Elements, as did Rarity and Scootaloo.

“Don't be so hard on yourself!” said Pinkie, nuzzling Twilight's neck.

“It's all over now,” said Fluttershy.

Twilight freed herself from her friends' embrace and took a few steps back. A forehoof rested atop the tiara on the floor. “No, you don't understand. It's not over. Everything I've done... I've committed crimes I'll never be able to atone for.” She stared at the ground.

Scootaloo entered her field of vision and stared into her eyes. “You can't give up, Twilight. No matter how bad everything looks... you've gotta stay true to yourself and your friends. Rainbow Dash was dead, Cloudsdale had fallen, and I was in the dungeon with Bastion almost killing me.” Tears welled in her eyes as she struggled to continue. “I never gave up, not once. I couldn't give up. You can't give up.”

Twilight knelt down and held Scootaloo tightly. “You're – you're right. If you'd given up... everypony I love and care about would be dead, and I would've spent the rest of my life as Cosmo's slave...”

Applejack joined Twilight and gently removed her hoof from atop her Element. “So, have ya heard about what happened after Cosmo's death?”

“No... I've been wandering around the castle all night. It looks so different now. I can't believe how much he warped it.”

Rarity levitated the tiara of Magic and placed it on Twilight's head. “Wear that proudly, dear. The first thing I did afterward was help tend to the wounded.” She looked at Twilight grimly. “Thousands lie dead. They will be buried this afternoon. The battlefield will be turned into a graveyard, to serve as an eternal reminder of the repercussions of such a grisly war.”

She began to pace as she continued her bleak recount. “I was told that everypony saw it when the Elements smote the King. They stopped fighting when they realized what had happened. It turns out many of them only served him through fear and his mind oppression. It is... a shame that they didn't surrender until then. The war is over, and Princess Luna is to be crowned Queen of Equestria within the hour.”

Twilight blinked. “Queen?”

Pinkie nodded. “Yeah. She's the last of the royal bloodline, isn't she? Cosmo wiped out all her relatives. Everypony's been saying that after all Luna's done for Equestria and what she's been through, she's ready for it.”

“Oh, yes,” said Fluttershy. “What she did took a lot of courage. I'm glad she'll be our Queen.”

Still kneeling, Twilight stared at her friends. “It's wonderful that she's taking on the responsibility. It must be hard for her. But... but what are we going to do? I destroyed your homes – my home.”

A voice came from the doorway. “We'll rebuild it!”

“Spike!” Twilight leapt up and galloped toward him as he ran to her, arms outstretched. The two hugged in the middle of the long hall. Tears streamed down Spike's face. “You're okay! Spike! You're okay!”

“I should be saying the same to you!” said Spike as he clung to her tightly. It was as if he was afraid he'd lose her if he ever let go. “They did it! You're – you're saved! I'm... so happy!”

Twilight collapsed into his arms, nearly crushing him as she sobbed into his shoulder.

“You're darn right, Spike!” said Applejack as everypony gathered around them. “I'll work my flank off until Ponyville's right back where it should be!”

“As will I!” said Rarity. “Somepony's got to oversee the design!”

“And I'll help feed all the hungry ponies every night!” said Pinkie.

“I'm sure that once we finish rebuilding the shelter, the animals and I would love to help you make a new library,” said Fluttershy.

Twilight choked back a fresh torrent of tears as she staggered backward and sat up. “How can everypony forgive me, just like that? You're the best friends a pony could ask for, but how can I face the rest of Equestria?”

Scootaloo trotted next to her. “They'll find a way. What matters is what you do now – how you feel. Didn't the Element of Magic allow you to use it? That means you're still the Element of Friendship. You're still good, Twilight! Everypony will realize that. It may not be now, it may not be in a few years even, but one day, they'll understand.”

Twilight pulled Scootaloo into her embrace with Spike. “You're right. All I can do is move forward. I'll help rebuild Ponyville, and anywhere else I or Cosmo destroyed, until everything is set right again.”

“I think forgiveness will come,” said Rarity. “Look, you're already a heroine.”

Twilight looked at Rarity and tilted her head. “What do you mean?”

Rarity pointed toward one of the walls. Twilight had not noticed before, but now she saw them. A series of new stained glass windows adorned the sides of Canterlot Tower. One depicted her and her friends standing above a fallen Princess Luna and firing the Elements of Harmony at King Cosmo. Another showed Soarin, Sheriff Silverstar, Chief Thunderhooves, King Gwaihir, Iniquitus, and Luna standing in a circle around a crescent moon. A third showed Scootaloo floating in the midst of a large red thunderbolt, identical to the one on the necklace of Loyalty, above a kneeling Bastion Yorsets, who spread his forelegs wide above his head.

Twilight wiped her cheeks and turned toward the door. She looked outward longingly. The others gathered around her and followed her gaze before looking back at her. Blood turned to ice water in her veins.

“Where... where is my brother?” she said in a hoarse whisper. She turned to her friends half-expectantly, as if she already knew the answer.

Everypony stared blankly at her. After what felt like an eternity, Applejack slowly shook her head.

It felt as if Twilight Sparkle's heart had stopped.

She staggered backward as if King Cosmo had thrust his hind legs into her gut. As she fell, Spike rushed out to catch her, and Rarity's horn shimmered as she propped her friend back up. Twilight's upper lip quivered, and hot tears stung her face.

Pinkie wrapped her in a warm embrace. “I'm... sorry...”

“There – there was nothing anypony could've done...” said Fluttershy, as she used her wingtips to wipe Twilight's tears away.

Rarity hugged Twilight, along with Pinkie. “You have to believe us. If there was any possible way –”

“I know, girls... I know...” Her voice cracked with strain. “I... I was the pony who made him that way.” The words spilled from her mouth like water breaching a dam. “When I was... that way... Cosmo made me torture my own brother...”

Twilight stared at the floor. “He never fought back. Not once. He didn't raise a hoof. He just let me... and I would've killed him if Cosmo didn't stop me and use his magic on him. There was nothing left of him... He would've killed you all if you didn't stop him.”

Everypony hugged Twilight as tightly as they could.

“Twilight...” said Rarity at last, her voice shaking. “He was himself again, for a moment, before he...” Her horn shimmered and a white handkerchief floated to her muzzle. She blew her nose, the sound echoing in the cavernous chamber. “The last thing he told us to do... was to save you, Twilight.”

Twilight would have fallen in a heap if her friends had not held her in place. She wept into Pinkie's shoulder. Everything else was lost to her, and she did not know how long she mourned. At last, when she felt as if she could not shed another tear, she slipped out of her friends' embraces and stood up. Every limb felt numb.

“Girls, please, I beg of you, don't repeat the same mistakes I did,” said Twilight with a shudder.

Fluttershy threw her forehooves around Twilight's neck and nuzzled her. “What do you mean?”

Twilight swallowed a painful lump in her throat. “When Cosmo broke my mind, he created visions of a dark cloud of smog that eradicated everything I know and love. In those dreams, I always tried to destroy it.” She gave Fluttershy a squeeze. “When I... murdered Princess Celestia, I became that cloud – that miasma. I became the very thing I hated and tried to destroy; it consumed me.”

Rarity gazed placidly at her. “You always become the thing you hate the most...”

“Oh, it's just so horrible!” said Fluttershy, patting Twilight's neck. “But it's all over now...”

Twilight shook her head and took a step backward, freeing herself from her friend's embrace. “It's not over. Cosmo is just an example of the type of manipulative pony who we must always fight. He told me that, 'None are more hopelessly enslaved than those who falsely believe that they are free.' Don't you see, girls? We have to guard ourselves against this kind of evil. Otherwise, history will repeat itself.”

Scootaloo stood on her hind legs and jabbed the air with her forehooves. “If another Cosmo tries to mess with us, we'll be ready, and that's a promise!”

“Yer darn right we will be!” said Applejack, ruffling Scootaloo's mane.

“Didn't you say Luna's coronation was soon?” said Twilight hollowly. “You should get going.”

“What do you mean, 'you should get going'?” said Spike, wrapping his arms around one of her forelegs. “You're comin' with us!”

“No, Spike, I can't,” said Twilight. “You go on without me... I'll stay here. I can't face everypony now.”

“Don't be silly!” said Pinkie as she nudged Twilight's body with her muzzle. “You helped save all of us!”

“But –”

“Don't you 'but' me, darling!” said Rarity as she gestured toward the open door. “You're just as much a hero as anypony else in this war! If it wasn't for your Element of Magic, Cosmo would've killed us all!”

Twilight looked at everyone around her. “I... don't know what to say. Despite how evil I was... and everything I've done... you still stand by me.”

“We're just followin' in somepony's hoofsteps,” said Applejack, throwing a forehoof around her shoulder. “And what a mighty fine example of true friendship you've been. Look at it the other way: you still have your Element, showin' ya still got that quality, and got it strong, despite all you've been through.”

Twilight wordlessly mouthed thanks before wiping her eyes on her forehooves.

After giving Twilight one last heartfelt hug, everyone made their way toward the royal balcony, where Luna stood and waved at the crowd. In the castle grounds, all of the survivors of the Battle of Canterlot stood assembled next to a mountain of discarded weapons and armour. Soldiers from both armies mingled, their conflict forgotten.

Chief Thunderhooves, standing amidst his tribe, nodded at Twilight as they passed by. King Gwaihir stared at her solemnly at the crowd's edge. While they were not a part of the crowd, Twilight noticed his griffons perched along the battlements and towers. Iniquitus, paying them no mind, sat in the centre of the gathering and gazed at the balcony. His brood circled high above, gliding calmly upon the air current.

All applauded as Luna bowed her head. A large, dark crown studded with gleaming diamonds and a topaz in the centre rested upon it. As Twilight and the others ascended to the balcony, Luna cleared her throat, and the crowd fell silent.

“I am sorry,” said Luna. “I never wanted to be a Queen. I never wanted to rule or conquer. It is only with the greatest reluctance that I accept this crown. I should like to help everypony if possible – and not just ponies, but griffon, buffalo, dragon, and zebra. We should all want to help one another in this time of loss and sorrow. We must all live by one other's happiness as we rebuild what King Cosmo has destroyed. We do not want to hate and despise one another for what he has made us do, for the innocents he has made us slaughter. No – life in Equestria can be free and beautiful, as my late sister has shown for over a thousand years. We can live in peace and prosperity. But we have lost the way.” She briefly looked down at the ground sorrowfully before she found the strength to continue.

“The evil of Cosmo has poisoned our souls and has divided Equestria with hate, misery, and bloodshed, but do not despair. I have learned that those who are best suited for power absolute are those who want nothing to do with it. I am grateful that I have learned such a lesson. A thousand years of imprisonment have taught me a great deal. Know now that the misery that is upon us is but the passing of one pony's greed, and his desire to control and rule with an iron hoof. Evil can never truly triumph. The power it steals from the kingdom's subjects will inevitably return to its subjects. Be not afraid of your monarchs. Your monarchs should fear you, should they allow power to corrupt their hearts as it did to my brother. Dark times will pass, and tyrants will die, be it through the sands of time, or from the justice born of the goodness in us, and embodied in these six brave, brave ponies, the wielders of the Elements of Harmony. Know that their power far exceeds mine, and was the ultimate undoing of the King.”

She stepped back and bowed to Twilight and her friends, then resumed her place at the head of the balcony. “Subjects, don't give yourselves to tyrants – ponies who would despise and enslave you, who would regiment your lives, tell you what to do, what to think, and what to feel – who would use you as means to their ends! Don't give yourselves to wicked ponies – ponies driven by hatred, who would execute you for harbouring thoughts and ideals that differ from theirs! You have love and compassion in your hearts. You don't need to hate. Hatred and oppression are what drive tyrants forward. I beg of you, my beloved subjects, should I walk the path of my brother, do not hesitate. Rise up and put me in my place. The Elements of Harmony will always protect this land from evil, and should I fall into darkness, they will bring the light!” She emitted white light from her horn, and it illuminated the six Elements around her.

“I could not have defeated King Cosmo on my own. Never think that I am some sort of all-powerful ruler – nopony is. The King of Equestria is not within one, nor a group – but in all of us! You, you the citizens have the power, the power to create happiness, the power to create love, the power to send dictatorships crashing down upon the very same dictators who would see you subjugated! In the name of a free Equestria, let us all unite, pony, zebra, griffon, and dragon! Let us forget our past differences, our ancient conflicts. Let us forget the evil that drove us to war. I propose to hold true to my words, and to truly set you free, and I implore you to hold me to it. Tyrants will make the very same promise, but instead of freeing you, they free themselves and enslave their subjects! Now, let us fulfill that promise! Let us free Equestria, and do away with hate and fear. Now, in the name of Celestia, a ruler who I can only hope to live up to, let us all unite!”

A torrent of cheers crashed against the balcony, drowning out Luna's last few words. With the applause thundering through her, Twilight looked to the skies. Clouds had rolled over the sun, casting Canterlot Castle into sombre shadow. A drop of rain landed on her muzzle and slowly rolled down her cheek. She blinked as beams of sunlight began to pierce through, highlighting an uncanny outline within them. Twilight gawked in amazement as the face of Celestia beamed down at Twilight Sparkle, filling her with metaphysical warmth.

A gust blew the clouds away, revealing the bright sun overhead.

The End

Repercussions

by GaryOak

Prologue

Chapter I - Greyhoof

Chapter II - Into the Darkness

Chapter III - The Masticore

Chapter IV - The Path to Recovery

Chapter V - Abduction

Chapter VI - Wild Accusations

Chapter VII - Guilty Until Proven Innocent

Chapter VIII - Nightmare's Manifestation

Chapter IX - Aftermath

Chapter X - Sunset

Chapter XI - Miasma

Chapter XII - Inferno

Chapter XIII - The Gathering Storm

Chapter XIV - The Long Haul

Chapter XV - Animosities

Chapter XVI - The Desert Fox

Chapter XVII - The Cruelty of King Gwaihir

Chapter XVIII - On the Wings of Pegasi

Chapter XIX - Reunion

Chapter XX - The Battle of Cloudsdale

Chapter XXI - Under a Darkling Sky

Chapter XXII - The Battle of Canterlot

Chapter XXIII - The Elements of Harmony

Chapter XXIV - The Spark

Epilogue