> The Last Laugh
>  by Waffle134
> --------------------------------------------------------------------------

> Chapter 1
> --------------------------------------------------------------------------

	Celestia stared towards the darkening horizon as her magic slowly coaxed the large celestial body that was her birthright behind the distant mountains, her brow furrowed in fervent thought. From her place on the balcony, she could see the dark and empty streets of Ponyville, a sight that had become all too familiar and filled her soul with trepidation and worry.

Ponyville had not always been like this. It had once been a bustling hub of ponies that had grown since its inception generations past by the pioneering Apple family. To Celestia, the city had grown in the blink of an eye. What had started as a homestead swiftly became a farming community, and from that farming community a town sprang into existence. It had even been given the opportunity to host the Summer Sun Celebration as the metropolis continued its slow expansion. Then, just as suddenly, it had declined into the derelict ruins that she now cast her gaze upon.

And Ponyville was not alone in its forsaken barrenness. Sprawled out below her lay the pristine city of Canterlot. The last rays of the setting sun gleamed off of the white marble that made up the glamorous city. It had once been the heart of Equestria. Here the nobility had dined and scoffed as the normal laypony wandered about the city with friends, travelling from work to home and home to work. And though it had once been the life of Equestria, it was now nothing more than bones. As the sun’s warmth left the city, the cold white of the marble did nothing but accentuate that thought.

Celestia’s mental debate continued as it had for days, so lost in thought that she barely gave little more than a passing thought to the approaching echo of hooves. The door to Celestia’s bedchamber creaked open as the dark blue Princess of the Night entered her sister’s confinement. She walked towards the balcony that Celestia stood silently upon, her long tapered horn glowing a soft white. When she reached her sister’s side, the glow encasing her horn dissipated and the moon now swam its way through the starry mosaic of the night sky.

Princess Celestia’s motherly tones broke the standing silence. “Why have you come, Luna? You know I requested some time to myself.” Celestia’s stare never wavered from its fixed point on the skyline.

Luna tilted her head up, looking at the side of Celestia’s face as Celestia continued to ignore her presence. “Sister, thou hast been in thy bedchamber for days. I am worried for thy well being. Is all well?”

Celestia fixed Luna with a cold glance out of the corner of her eye before turning her gaze forward again. “You and I know full well what the answer to that question is Luna. And we are beginning to run out of options.” She turned towards her sister, now giving her her full attention. “But we both know that, now why are you really here?”

Luna recoiled under her sister’s questioning glare. “It is her, sister. We are afraid there is not much time. She is in her residence in the east wing.” She turned away from her sister and walked towards the same exit she had entered from. Her voice hardened. “But perhaps we shall inform her that thou wast too busy.”

“No!” Celestia declared quickly. She looked down as she fought to hold back the tears that suddenly manifested themselves as Celestia’s emotional wall came tumbling down. She looked back up towards her sister who had stopped in the middle of the room looking back towards her, a worried frown etched onto her face. “I’m sorry that I've been withdrawn. I’m just trying to find out where we went wrong.” Celestia struggled to hold a regal stance as her passion overtook her. “What could we have done different to prevent all of this? What can we do to fix it?”

Luna walked slowly towards Celestia's side and nuzzled her. “Sister, we possess all the time in this world to find out. But she does not. Her time is limited and we must go to her. To help ease her passing." Luna stepped back from Celestia and looked at Celestia in the eye. She saw sadness and anger. "She is the last of our subjects, and we shall not forget her. I do not know what thou hast planned, but it can surely wait.”

Several seconds passed as Luna held Celestia’s gaze. With a sigh Celestia seemed to shrink as she broke eye-contact and rebuilt her stony facade that had momentarily been thrown down. With a now regal and composed face, she returned Luna’s gaze. Her emotions were once again masked from her sister. “I’m sorry sister, you are right.” She slowly breathed in and out. “We better hurry if we are to make it in time.”

Luna simply nodded, her starry mane billowing in a nonexistent wind as she turned towards the exit and walked out. Celestia followed behind her timidly. The empty corridors reverberated with the sounds of their passage as they walked to their destination. Moonlight poured through stain glass windows, the light dimmed by the thin films of dust coating the once colorful depictions of Equestria’s past. The Royal Sisters looked about cheerlessly as they reminisced on happier times. Happier times filled with a kaleidoscope of vibrant ponies that had once walked the same halls and admired the same works of art the Sisters now passed.

Ahead of them, light pooled out from an open doorway. As they drew near, Celestia could pick up the sounds of heavy wheezing, as if the pony inside struggled for each breath of air. Luna entered the room first, followed by Celestia. The room was modest, containing only a single wooden chair and an extravagant bed. Several candles hanging on the walls provided the light that illuminated the room. Lying on the bed rested an elderly mare with a pale yellow coat and a dark red mane. She was curled up under the covers. The strained sound of her breath permeated the room.

Celestia wore a grimace on her face as she took in the sight. The two Sisters stood in silence, waiting for the mare to acknowledge their presence. The seconds turned to minutes and still the mare lay unresponsive in the bed. Celestia, deciding to take the initiative, opened her mouth to speak but was cut off by a heavy cough as the mare cleared her throat and turned to face the Sisters. “An’ so it has come to this,” the old mare said out loud, “here ah lay, unable to move from this darned bed.”

Celestia walked to the side of the bed and leaned down towards the filly, nuzzling her. “The Apple family always was long lived, but I’m afraid that even you can’t outrun death forever.” Celestia sighed. “Just like everypony else.” Her horn glowed as she waved it over the bedridden pony. “There’s not much I can do Applebloom, but I can tell you how much longer you have.”

Applebloom looked away from Celestia and gave a sad sigh. “Ah think it’s best if I don’t know.”

Celestia gave Applebloom a soft, understanding smile. “As you wish.” Applebloom leaned forward and gave Celestia a hug. Luna walked to Celestia's side and received a hug of her own. After what felt like minutes she lied back down in the bed and closed her eyes.

“Please,” Applebloom said, here voice dropping to a scared whisper, “don’t leave me. Ah don’t want to be alone.”

“Of course, my little pony.”

**

The dawn of the next morning was just as bright as it always was. The grass was a colorful shade of green and exotic birds fluttered about from tree to tree. A cool breeze blew through the air. Yet all this could not lift Celestia's mood. How could she be happy if there were no ponies here to enjoy it?

She and Luna stood solemnly around a freshly dug mound in the Canterlot gardens. A polished granite gravestone stood above the fresh dirt, as blank as it was new. Luna’s horn flared and a bolt of white magic struck the blank stone surface. Words materialized onto the gleaming headstone:


Here lies Applebloom
The last of the Apple family
The last of the Earth Ponies
The last of Ponykind


The Sisters continued to stand there, basking in the glow of the morning sun as they mourned for their lost friend. After a time Celestia walked to Luna’s side. “Sister, for the last several days I have been thinking. I believe I may have found a way to possibly fix things. I don't want to do it, but it is our last resort.”

Luna raised an eyebrow and gave a questioning glance. “Is this what broughtest thou into thy seclusion these past days?” she said.

“Yes,” Celestia answered. “At first I didn't want to accept it. There had to be another way! But when I stared out over our Equestria from my balcony, I realized just how empty it was." She stomped her hoof on the ground. "I realized how hopeless any action we had taken up until that point had been.” Celestia glanced over her shoulder toward a stone monument set deeper in the gardens. It featured a unicorn in a battle pose, wearing the Element of Magic. “Twilight’s research brought up nothing. She studied for years, but she never discovered a reason for the sudden atrophy that gripped Equestria. Why no foals were being born. ‘It just doesn't make any sense!’ I thought to myself.”

“And then what, sister?” Luna said, urging Celestia to finish the story.

“And then I heard a voice echo from the past,” Celestia continued softly, as if reluctant to reveal her thoughts. “A memory from long ago.” Celestia’s eyes grew distant.

“What did it say?” Luna replied impatiently.

“It said, ‘Sense, oh what fun is there in making sense?"

***

The Royal Pony Sisters stood before the white statue of Discord. His stone visage was contorted into a face of terrified surprise. Luna stood behind the chaotic spirit’s statue, while Celestia stood facing him. The sun was reaching it's pinnacle in the blue sky.

“Art thou sure this shall work?” Luna called back from behind the statue. She was clad in her finest battle armor, similar to the armor she had donned as Nightmare Moon. A silver metal plate adorned her chest, engraved with a depiction of the full moon. The armor covered the front half of her body, yet allowed her wings to move freely. It seemed to glow, almost as if it were reflecting moonlight.

“Of course it will," Celestia replied. She was garnished in armor as well. On the chest plate, a sun was emblazoned upon its golden surface. The metal shone brilliantly, giving off a golden aura. Almost at odds with Luna's soft glow. "With the Elements of Harmony no longer connected to Twilight and her friends, Discord’s imprisonment will be weakened. He can’t break out, yet, but we can break in.” 

“Whatever thou sayest, sister. Art thou sure he will help, or even that he can help?"

“He has to," Celestia said. "It's our last hope.”

Celestia lowered her head and closed her eyes in concentration as she drew upon her inert magical powers. She focused the energies into her horn and looked up at Luna long enough to see she was doing that same. “Ready, sister?” Celestia shouted.

“Yes,” was Luna’s only reply. The two Sisters each unleashed a pulse of magic that joined at the statue standing between them. The magic began to coalesce into a solid pink sphere that continued to grow and engulf Discord’s statue as the power of the Princesses fueled it. A whirlwind rushed around the statue, blowing back the ethereal manes of Celestia and Luna. The large sphere of magic now completely engulfed the statue, and as it slowly lifted into the air it began shedding some of its power through bolts of lightning that arced from the orb to the ground. A deep pulsating sound reverberated across the garden causing everything to shake.

Celestia and Luna braced themselves and continued to pool energy into the globe until, with a loud crack, they were knocked back as the magic exploded in a bright flash of light. Celestia struggled to her feet as Luna did the same. Their armor was singed and thin wisps of smoke wafted off of the shimmering metal. They were both shaking from the immense amount of power it had taken to open the magical prison. A hazy cloud of smoke obscured the center of land between Celestia and Luna, but through its haze they could see the silhouette of a figure.

The smoke cleared. Between the two Sisters stood the newly animated Discord. He brought his paw up to his mane and slicked it back. “Well hello Celestia,” Discord chuckled eerily, “I was wondering how long it would be before you began to miss me.” He snapped a finger and vanished, suddenly appearing behind Luna. “And if it isn't my favorite pony princess Luna. It has been simply ages since the last time we met.” He nonchalantly put an arm around her neck and Luna began to look worried and uncomfortable.

Celestia stood by watching, too jarred to say anything. “The way I hear it,” Discord continued mischievously, “you have quite the knack for causing chaos yourself. Or at least Nightmare Moon does. She seems like she would be much more fun than you two.”

Luna’s horn glimmered as she teleported away, leaving Discord falling to the ground. Luna rematerialized by Celestia’s side, snapping Celestia out of her trance and prompting her to act. “Discord! Stop your teasing. We did not resurrect you idly. If you do not cooperate with us we are not afraid to put you down.” She stood up straight and her armor shown with an incredible brilliance, much brighter than before. Magic crackled about her horn and she struck an intimidating pose.

Discord looked at Celestia with a grin and laughed. “And how do you plan on doing that?” he mocked. “With that?" he said, pointed at her. He bent over,overwhelmed by laughter. The magic bristling around Celestia subsided and she returned to a normal stance. Slowly his laughing ceased and he returned his attention to Celestia. "Oho, you make me laugh. We both know the reason I’m here in the first place is that the Elements of Harmony are no longer connected to anypony, and it’s not like you two can reattach yourselves to them to defeat me.” He let out a chuckle. “Which reminds me, I wonder how long it took you two to release me." He looked down at a newly formed watch on his wrist. “Oh my, 105 years! That must be a record time for escaping the Element’s prison!”

Celestia scowled as she spoke. “You did not escape, Discord! We let you out.” She glanced away from Discord towards the distant town of Ponyville. Her tone changed from powerful and angry to soft, and filled with melancholy. “As much as I regret asking, we need your help. For some reason, over the last century, ponies have been unable to reproduce. We haven’t seen any new foals in over a hundred years and now ponies have been driven to extinction. We revived you as an act of desperation. You have to know some way to fix this. You have to!” 

Discord suddenly, impossibly, came from behind the two Sisters and wrapped his arms around them both. “Oh Celestia, you always were dense.” Celestia shot him a cold glare. “You see, I actually did escape. This was all just part of my plan!” He evaporated and reappeared in the air above them. “I never face the Elements of Harmony without having a contingency plan. You may have overthrown me all those years ago when you first found those wretched Elements, but,” his voice took on a more malicious tone, “it was I who planted those seeds of jealousy in your sister’s head, forcing you to banish her. And, might I add, disconnecting you two from the Elements, eventually leading to my escape."

Celestia and Luna simply stood there overwhelmed. Luna was the first to act, taken by a sudden burst of rage. The Royal Canterlot Voice was in full effect as her eyes began to glow and her horn shimmered with energy. “THOU WRETCHED FIEND!” She spread her wings and lifted into the air, level with Discord.

“Ha ha!” Discord laughed, “this is just too fun!” He looked toward Celestia. “Why can’t you be more like this and less... boring.” He disappeared as a storm of lighting shot across the space he had been occupying. Luna’s horn smoked and she breathed heavily, looking for Discord. “You missed,” Discord said, grinning directly above her. He waved his hand over his chest causing a target to appear. “Here, maybe this will improve your aim.”

Luna screamed in rage and rushed up at him, pushing her wings as fast as they would fly, only to stop cold as Celestia appeared in front of her in a golden burst. “Stop this at once sister!” Celestia shouted, now assuming the Royal Canterlot Voice as well. “Can’t you see he is enjoying this?” Celestia nuzzled Luna’s cheek and the Royal Canterlot Voice faded away. “I know that what he has done to you in unforgivable, but there is nothing we can do right now. All you are doing is providing him entertainment.”

Luna’s shining eyes dimmed and returned to their natural state. “I suppose thou art right as always, sister.” Luna followed Celestia back to the ground where they landed softly.

Discord teleported to the side of the two of them. “Ugh, gag! Celestia, you are always such a buzz kill. Now where was I?” He put his finger up to his chin with a mocking quizzical look. “Oh, yes that’s right. I was explaining how I outsmarted everypony. You see, I always have a way out.” He waved towards Luna. “It was Nightmare Moon last time, but this time I had to do something different. I thought to myself, ‘Now Discord, you handsome fellow, you could corrupt one of these ponies like you did that Luna and escape in another 1000 years, but then you would simply be stopped by the Elements of Harmony again.'” Discord flew above them with his body spread out in a dramatic pose. “And that’s when I realized that if I needed to stop the Elements of Harmony, I needed to stop what makes them work. Ponies! The friendship and love between ponies to be specific. So that’s exactly what I did.”

Luna stared in confusion. “Thou stopped… ponies?”

Discord grinned. “Exactly! It was actually quite a simple spell, and in all the chaos no one noticed it. Not Twilight, not Celestia, and not you. No ponies means there are no Elements to stop me. No Elements to stop me means Chaos can rule with a chocolaty fist!” As if on cue the sky became overcast with pink clouds and chocolate milk began pouring down, drenching the three of them.

Celestia knelt to the ground, overcome with the new revelation. “So we… we failed? Our little ponies are gone forever?”

Discord teleported to the ground and walked over to her. “Now Celestia, how could I be the Spirit of Chaos if there wasn't a little bit of chaos in my plan?”

“What dost thou mean?” Luna asked inquisitively.

Discord rolled his eyes. “Chaos allows for the possibility of all outcomes." He bent over and put his finger on Luna’s nose, leaning close to look her in the eye. “ So in order to truly be chaotic, you have to have a chance to beat me.” He suppressed a grin. “Also, it will be fun to watch you try.”

Luna pushed his claw away angrily, but her gaze was unwavering. “And how are we to do that now that thou hast disposed of the Elements of Harmony?”

Celestia stood up, now listening intently. “Yes, I want to hear this as well.”

“Hold your horses Celestia. I was getting there before your sister so rudely interrupted me!” He vanished only to reappear behind Celestia, giving her shoulders a massage. “I’m sure you remember our old friend Starswirl the Bearded?” His snake-like body twisted as he conjured a posh couch and laid down on it, relaxing. “After my reign began, I discovered that he had one last project. His Magnum Opus if you will.” 

Popcorn appeared in his lap with a flash, followed by an umbrella to protect him from the raining milk. “But I’d much rather show you than tell you.” He snapped his fingers and a large white screen blinked into existence. Soon, dim shapes began to appear. “Swirly never discontinued his research into time spells. In fact, he actually completed his field of research.” A large Starswirl the Bearded appeared on the glimmering surface. He was working feverishly at his workbench, which was littered with old books and glowing vials of liquids.

“Only a few more tweaks and the spell should remain stable,” the old stallion muttered to himself. His horn glowed and a rock to his left vanished, only to reappear seconds later. He levitated a quill to a piece of parchment, recording his observations. “Yes,” he continued to mutter, “yes, I think I've done it. My time travel spell is complete! Oh, but this is too much power for any one unicorn to have…” He turned back towards the stone, setting the quill and parchment down on his workbench. “I think I know what to do,” he said quietly.

The scene faded and Discord’s face now appeared on it, surprising Celestia and Luna. They both glanced at Discord, who lay on his couch. He waved his paw defensively. “Just go with it.”

The Discord on the screen coughed abruptly. “Ahem, all eyes up here please." The shot of Discord panned out, revealing an hourglass that was sitting upon a pedestal. “You see, this is the Time Turner. ‘Ol Swirly didn't want his research to be abused, but he also didn't want it to be lost along with himself. He cast his mightiest spell on it, and imbued it with the power he had created. Time travel. Forwards and backwards. See where I’m going with this?” The screen vanished.

Discord floated off his couch, which then turned into a buffalo and danced off. “I once came into possession of it during my glorious time as Ruler of Equestria. I found it useless, however, as I could already do what it was capable of doing." He yawned. "It wasn't much of a threat as only the most powerful of ponies can use it, so I decided to gave it to someone to see what they would do with it. I won’t tell who.”

He teleported in front of the Sisters. “And now to the point: Here are the rules to our game,” he grinned maliciously, “there are no rules.” Discord snapped his fingers and vanished.

“Before I go,” his voice echoed, “I’ll give you one clue as to where I sent it.

“If it is the Time Turner that you wish to collect,
remember that ‘this day is going to be perfect.’"

His words trailed off with a string of laughter before they faded into silence.
> Chapter 2
> --------------------------------------------------------------------------

	The two Sisters continued to stand in the chocolate rain, unsure of what to do. For Celestia the day had gone from hopeful, to abysmal, to hopeful once more.

Luna turned to Celestia. “This day is going to be perfect… what dost thou think he meant?” she asked Celestia inquisitively.

Celestia remained silent for a few seconds before responding. Her voice was slow and methodical. “Do you remember the Changeling invasion 100 years ago? I recall you were off on business with the Griffin Tribes that day.”

“Yes, I remember you telling me,” Luna snorted, “our city under attack! And you, my sister, defeated!

Celestia couldn’t help but grin at Luna’s reaction. “Now Luna, that was over a hundred years ago. Everything ended up right in the end and we haven’t had problems from the Changelings since.”

“I suppose so,” Luna grumbled, “but all could have been prevented had I been there.”

“The past is in the past,” Celestia said. “And now to answer your question: The Queen of the Changelings, Queen Chrysalis. I heard her sing the words that Discord spoke. I was barely conscious, and in a cocoon, but for some reason those words have stuck with me. I think… I think that is what Discord was talking about.”

“Are you sure, sister?” Luna spoke. “Why would Discord give such a relic to the Changelings? If we go, the Changeling lands are a dangerous place, and our relations with the Changelings have not improved.”

“None of that matters now Luna,” Celestia said, “and if this ‘Time Turner’ is the only thing that we have to save our beloved ponies, isn’t it our duty to do all that we can to find it?” Celestia sighed. “Our safety is no longer an issue. We must either find this device or die trying.”

The rain continued to pour, dousing the manes of the alicorn Sisters, staining their armor, and causing their coats to become matted and sticky. “And enough of this blasted rain!” she suddenly shouted, releasing her pent up rage and frustration. She shot a blast of magic at the overcast clouds, temporarily clearing the cotton candy sky. She stomped her armored hoof. “I’m sick of everything! Of Discord and his riddles, of his games and plans!” She was panting heavily as she released her anger. The pink cloud cover slowly began closing the gap in the sky Celestia had made. Taking deep breaths, she returned her breathing to normal. “Why can’t we all just live in peace,” she finally said, hanging her head in defeat. The sunlight was again blotted out by pink clouds and the chocolate rain returned.

“Sister, what is the matter?” Luna asked, a tinge of worry in her voice.

“It’s just… I’m tired Luna. I’m tired of it all.” Celestia looked up at the clouds, but her thoughts were elsewhere. She thought of the beauty and light hidden behind their chaotic cover. She thought of a thousand years of loneliness. She thought of her beloved ponies. “Do you remember Twilight, and how she would jump at any opportunity to help? Often she would save the day with little or no help from us. I think it’s our turn to do something for a change.”

Luna simply smiled comfortingly and wrapped Celestia in her wing. She cast her gaze upon the fresh grave of Applebloom that lay on the other side of the gardens, thinking of what to say to calm her sister’s mind. She decided to say nothing and simply stood there, keeping Celestia in her embrace.

***

An aged parchment was encapsulated with a golden aura. It hovered from its resting place on an old shelf towards a table that Celestia and Luna surrounded, no longer dressed in their armor. They were deep within the Canterlot Castle library, inside a room that was seldom used, even when Equestria was bristling with ponies. There were no windows, and a single door marked the exit. The only source of light came from an enchanted crystal suspended from the ceiling. Banners and maps hung on the stony walls, displayed alongside tokens of victory. Bookshelves lined the walls, containing books with detailed geographies and battle strategies. The table was set up in the middle of the room and was, aside from the bookshelves, the only form of furniture in the chamber.  This was the war room.

Celestia spread the parchment out across the table, revealing it to be a map. She poured over its contents. “After the Changeling invasion, our scouts reported the Hives to be here, in the Badlands.” Celestia placed her hoof on the old parchment, pointing towards an area in the lower right.

“Tis a long way to fly,” Luna remarked.

“Indeed, but I don’t intend for us to.” She swiftly rolled the map up with her magic and returned it to its proper place on one of the book shelves. “After the Changeling army was repulsed, and the Hives discovered, I led a diplomatic mission to the Changelings.”

Luna’s eyebrow rose inquisitively. “Yes,” she spoke, “I remember it well. If I recall, though, thou met with little success.”

Celestia grinned. “True, but I didn’t expect to. My true intention was to familiarize myself with the area.” 

Luna’s eyes went wide with sudden realization and she smiled ecstatically. “Sister, thou art truly clever! Now thou canst envision the area-”

“-so we can teleport there,” Celestia finished. “Get ready Luna. We need to leave before Discord’s influence spreads to the Badlands. Meet me here in an hour.”

Luna nodded and left the room, leaving Celestia standing at the table. Celestia removed some books from their respective shelves, intending to peruse them for any information that would aid them during their visit to the Changeling Hives. She hoped to make this mission a diplomatic one; there was no need for violence. Her main objective was to find information on Changeling customs, anything that would allow them to form a connection with the Changelings that they could then strengthen into a bond. Her eyes strained in the dim light as she rushed through book after book, finding little useful information. 

The magical light emanating from a crystal on the ceiling suddenly flickered. Surprised, Celestia looked about, slightly alarmed. An eerie silence filled the room. Celestia returned to her reading, more alert now than she had been previously. The light flickered again. 

Celestia horned glowed brightly as she looked about the room, preparing for a fight. “Show yourself!” she shouted. She was met with silence. Celestia was not fooled. “How long have you been listening, Discord?”

The light crystal completely darkened, leaving the room pitch black. Several seconds later it reignited, and standing across the table from Celestia stood Discord. “Oh, you caught me Celestia. You know how curious I am.” He rested an arm on the table and looked at the claws of his paw nonchalantly. “I didn’t catch too much. Just that you and your sister are leaving somewhere. It took me a little while to get past the magical protections you had around this place, this room was almost more protected than the Elements of Harmony!” Discord smiled coyly and laughed. “But of course, I broke through them. You can’t stop me Celestia, you can only slow me down.”

“Is this part of your game, Discord?” Celestia said sternly. “Spying on us?”

“Well if you put it that way, I suppose it does sound rather crass. Please forgive my rudeness.” Discord bowed in a grand sweeping motion. “I was just checking up on things. I’m very busy myself, you know.” He put the back of his hand to his forehead, mimicking a dramatic voice. “Spreading chaos is such hard work! And I never get thanked for all the effort I put into it.” He lay across the table, his head resting right beneath Celestia, and looked up at her with big puppy dog eyes. Celestia just glared at him.

“Ugh! You’re always so serious, Celestia,” Discord teased as he lounged on the table. “Now if you’ll excuse me, I have to spread my Empire of Chaos! It’s been fun chatting. Ta-ta!”

Celestia’s horn lit up brightly as she fired an arcane bolt of pure magic at the draconequus. He snapped his fingers and vanished from the room, narrowly avoiding the bolt hit the table, disintegrating the aged wood. Celestia closed her eyes, concentrating, probing her surrounding for any signs of Discord.

Finding that he had truly left, she sighed in relief. She was unsure if Discord truly hadn’t overheard their plans. Erring on the side of caution, Celestia ran out of the room. She needed to find Luna; they had to leave immediately.

***

The desert gleamed as the sun shone down, warming its surface. The chaotic storm had yet to reach this far south, but was slowly making progress. Its pink bulk loomed on the horizon, leaving the lands beyond shadowed by their darkness. Silence reigned supreme, only broken by the sounds of sand blowing in the wind.

A bright pinpoint of light appeared above the surface of the sand, slowly expanding before bursting in a bright flash of golden magic. Standing in the middle of the now scorched ground Celestia and Luna stood, adorned in their armor. They positioned themselves defensively, looking for any signs of hostility.

Before them stood dozens of large, smooth, black mounds. Sensing nothing, they momentarily relaxed. “The Hives are exactly as I remember,” Celestia said grimly.

They walked from the smoking crater that marked their arrival and approached the largest of the black mounds. It loomed high above them, rivaling the height of Canterlot Castle. The top of the large mound ended in sharp and jagged spires, in sharp contrast with the lesser, rounded mounds surrounding it. Dark and empty windows pockmarked its gleaming black surface, joined by large, twisted spikes jutting from its surface.

Carefully, they approached the wide hole leading inside the misshapen structure. As they entered, the darkness of the hive quickly swallowed the light of the sun, replacing it with a cold chill.

Luna looked about warily. “I welcome the darkness of night but this darkness… it is unnatural,” she murmured. Her voice echoed about the room, twisting until the words became unrecognizable.

“Hello!” Celestia shouted. She was only answered by her deformed echo. “We come seeking audience with your Queen!”

Silence.

“Something seems wrong here, sister,” Luna whispered. “This place… it feels abandoned.”

“It was not anything like this when I last visited,” Celestia said hesitantly. “There were Changelings everywhere. It reminded me of our city, but this...” She shuddered. “This just reminds me of a ghost town.” They strained to see through the darkness, but could see almost nothing beyond the ghostly light coming from the entrance. “Let’s shed some light on the situation,” Celestia said. Her horn ignited, and a glowing ball coalesced at its tip. With a thrust of her head, Celestia sent the glowing orb flying upwards. Its speed gradually decreased until it hovered in the middle of the chamber they stood in, giving off enough light to push back the suffocating darkness to the edges of the room.

Celestia and Luna froze. They were surrounded by the dark bodies of Changelings. They lowered their heads, horns glowing, ready for the smallest movement. Tension filled the room as the two sides stared each other down. Nothing happened, the Changelings simply stood there. Unmoving. Unblinking. Still as statues.

Luna began slowly walking towards the closest Changeling, ready to react at the slightest movement. “Luna!” Celestia said in a hoarse whisper. “What are you doing?”

Luna didn’t answer, slowly moving her glowing horn towards the frozen Changeling. With a soft tap, she pushed it over onto the ground. The scraping sound of stone striking stone filled the room.

“I believe they are statues, sister!” Luna said surprised. Sure enough, as they absorbed the scene more fully, the dull color of stone could be seen on each of the Changelings.

Celestia looked from statue to statue, still wary of any tricks. While some stood as if guarding the entrance, others could be seen behind them standing in groups, others frozen mid-stride.

“What in Equestria happened here?” Celestia said, utterly flabbergasted. She looked about the room, observing her surroundings. They stood in a spacious entrance hall, its ceiling supported by jagged pillars, standing periodically throughout the room. Dark openings along the sides of the grand hallway marked the other hallways and rooms which branched from the main hall. The shriveled crusts of green cocoons hung from the ceiling, long empty of whatever creatures had once resided in them. The pale light of Celestia’s magic orb cast the in a ghostly light.

Luna used her magic to clear a path through the Changeling statues. “I think it best that we continue our search, sister. Tis not what we suspected but this does not change our purpose in coming here,” she said as the nearest one slid to the side. Celestia nodded silently and followed her sister as they worked their way through the statues towards a large set of black steel doors at the far end of the spacious hallway.

Celestia observed the faces of some of the Changelings as she passed them. “They all seem to be in anguish,” she stated, “each expression is filled with more despair than the last. I almost pity them. What happened here must have been terrible.” She sighed, sadly. “It appears our ponies were not the only ones who needed help.”

Luna levitated aside one last statue, allowing them access to the heavy steel door. Luna pushed it open, the loud grating sound of metal on stone filling the chamber. The Sisters entered the next room, closing the door behind them.

They squinted as their eyes momentarily adjusted to the increased level of light. They were inside what appeared to be the throne room, lit by vibrant torches giving off a sickly hue of green. What struck them most was the distinct lack of statues.

Straight ahead of them, in the center of the room, stood a black iron throne, spikes jutting from its top. It gave off a polished sheen which reflected the dancing green light of the torches. Resting upon the throne lay an old and battered figure, larger than any of the other Changelings they had seen.

“Come to mock me, Celestia?” the figure croaked. The black mass of the figure lurched forward off the throne, landing with a heavy jolt. “Have you come to laugh at my weakness?” It attempted to take a step forward, but the figure crumpled to the floor in exhaustion.

“Chrysalis?” Celestia said, almost not believing the sight before her. She took a tentative step towards the fallen Changeling queen.

“Don’t come closer! I don’t need your help!” Chrysalis said angrily, slowly attempting to stand up before falling to the floor again, exasperated. She was encapsulated in the aura of Celestia’s magic as Celestia helped her to her feet. She scowled angrily but did not fight it.

As Celestia got a better look at her, she gasped at the condition Chrysalis was in. Her mane was unkempt and she struggled to remain standing. Her eyes were a dull green, no longer glowing in the darkness while ears lay flat against her head, as if she no longer had the energy to hold them up.

“What happened here Changeling Queen,” Luna asked sternly. “What of thy subjects and thyself? Hath Discord visited thee?”

“Discord? That fool had nothing to do with this. It was you,” Chrysalis snarled.

Celestia and Luna shared an uncertain glance. “We have had no contact with you for decades, how could we have done this?” Celestia questioned.

“We starved,” the queen said bluntly. “After we were repulsed from Canterlot we were weak. The other species noticed this.” The Changeling queen scowled. “First, the Zebra herds moved south, beyond our reach. Then the Buffalo repulsed us from our lands. Our remaining food source became the ponies of Equestria, the outlying settlements were just enough to sustain us.

“And then they began leaving. As their numbers dwindled so did our food. Without the power of love to sustain my Changelings, they turned to stone, one by one. Your plan worked,” Chrysalis spat. “So I ask again. Have you come to mock me?”

“We have come to ask for thy help,” Luna spoke up. “We are looking for something that thou art in possession of.”

Chrysalis laughed weakly. “You have come looking for my help? What makes you think I would help you?”

Celestia put her hoof down. “By helping us you will be helping yourself!”

Chrysalis raised an eyebrow. “Oh? And how so? The last I checked you were starving my subjects!” Her voice rose in anger. “You sent all your ponies north, beyond our influence!”

“That’s the problem,” Celestia answered, “we haven’t sent our subject anywhere. They’re all gone.” Celestia took a step towards Chrysalis.  “Over the last hundred years, Discord has driven our ponies into extinction, and with it your food source. What we are asking for is your help getting them back.”

Chrysalis gave a wry smile. “You would have me save your pitiful ponies, allowing us to feed again?”

“I admit, it’s not the best solution,” Celestia said, “but saving my little ponies is in both our interests.” Celestia took on a serious tone. “Of course, I will try to stop you once they are back, but for now, I need you.”

Chrysalis slowly walked towards Celestia, continuing to smile. “I can smell the love you have for your ponies.” She inhaled deeply and her eyes dilated. “Very strong. Very… powerful.” She stopped in front of the two Sisters. “I can feel it; even now I gain strength from it.” She breathed deeply again, standing taller. “I will help you.”

“We are seeking an artifact known as the Time Turner,” Luna said. “We were told you would be in possession of it.”

“Do you have it?” Celestia asked hopefully.

Chrysalis frowned. “No, I do not.”

Luna sighed. “So we have come all this way for nothing.”

“I do not have it,” Chrysalis continued, “but I do know where it is.”

Celestia opened her mouth to speak but froze as she heard the steady stream of rain pattering outside the Hive.

“Oh no,” she whispered.

The metal door behind them swung open with enough force to create a loud crash.

A familiar voice responded. “Oh yes!”

> Chapter 3
> --------------------------------------------------------------------------

	Discord couldn’t help but smile as he saw the looks of complete shock on the three royalty standing before him. Today had been a good day; he had escaped the Elements, conquered Equestria, and travelled across the world doing what he did best, spreading chaos. But he was now faced with something he would never escape; he was growing bored. Oh, how he hated boredom! At least he would never grow tired of taking his playthings by surprise. He had always cherished his role as puppetmaster. He hadn’t planned to interfere so early, but what was a little fun here and there?

“What is this sorcery!” Chrysalis demanded. 

Discord stood in the now open doorway, flaunting the new form of a stone Changeling. “Oh, I just thought I’d try out a new body. It’s rather boring using the same one all the time, and there were so many of these lying around it would have been a shame not to use one.”

Chrysalis began shouting at Discord. “You will pay for this, cretin! Do you think you can come into my kingdom and use my subjects’-” 

A zipper appeared on the side of the Changeling Queen’s mouth, quickly zipping her mouth closed, leaving only the angry muffled cries of Queen Chrysalis’ tirade.

Ignoring her, Discord turned to face Celestia and Luna. “I see you’ve made a new friend! Or at least a new ‘enemy of my enemy.’” He emphasized the last words with air quotes.

“You’ve always been one to underestimate friendship, Discord,” Celestia said. Her horn glowed and her golden aura disintegrated the zipper closing Chrysalis’ mouth. 

“-you with a rusty knife!” the Changeling Queen finished, falling into silence.

“You know what? You’re right. I have always underestimated the power of friendship!” He smiled. “That’s why I decided to make a few friends of my own.” Dozens of blue eyes appeared in the darkness of the shadowy doorway behind Discord. As he walked casually forward, a large swell of stone Changelings marched into the room behind him, forming line upon line of dark statues, painted a sickly green by the torches.

“My subjects!” Chrysalis shouted. “Attack this fool who would dare encroach upon my kingdom!” The Changelings didn’t react to her voice. “I am your Queen! Do as I say!” She was only met with Discord’s laugh.

“Oh ho, they’re mine now, Chrisy,” Discord said. “A little reanimation spell here and there does wonders for making an army.” He gestured towards the rows of stone Changelings behind them. “Technically they’re still just statues, so don’t feel bad or anything if you break a few of them.” Seeing Chrysalis’ anger, he gave an off smile, his one fang protruding awkwardly from his mouth. “If it helps, I used to be a statue. Not too bad really.” He yawned, stretching slightly. “You just feel a little stiff in the morning.” He waved his hoof forward and the Changelings began to advance.

The Changelings circled the three, snarling menacingly. Celestia, Luna, and Chrysalis were forced to stand back to back, facing the packed circle of Changelings that stood all around them. Discord walked around the packed group and sat himself on the black throne. “I hope you don’t mind if I watch. Nothing screams chaos like a good fight.” He nestled on top of the throne, resting his head on his claw. “Ok, go ahead. Amuse me.”

On cue, the Changelings leaped at the three, burying the Queen and Sisters beneath a pile of stone bodies. For a few seconds, nothing happened. Discord couldn’t help but feel disappointed, was it already over? He was hoping for something a little more… actiony. But beneath the cold pile a bright light began to build, and with a fiery flash the attacking Changelings were scattered about the room. Discord’s face lit up, he knew it wouldn’t be that easy!

Gradually, the Changelings picked themselves up off the ground. Several Changelings had shattered as they impacted the wall, but their numbers were still overwhelming.

“Yes!” Discord said, laughing upon his throne. “Give ‘em the old one-two!”

“I don’t know if I can do that again,” Celestia said, ignoring Discord’s jeers. She was breathing heavily with her head slightly lowered, as if she was having trouble holding it up.

“Don’t let them surround us!” Luna shouted, eyes glowing as she stared down the approaching Changelings.  Standing between Chrysalis and Celestia, she spread her wings out, shielding them both. She slowly walked backwards, guiding the three of them to the edge of the throne room. They backed up to the wall, facing the changeling horde.

“There are so many…” Celestia said in awe.

“Come sister, put away thy fears,” Luna said, her face resolute and determined. “Thou told me we must complete our task or die trying.”

Celestia braced herself for the next attack.

Like a stony wave, the Changelings rushed forward. The wave crashed against the wall that the Princesses and Queen formed. Celestia’s horn flared, blasting a large swath of Changelings to her left to pieces. One Changeling moved in closer, striking the Princess of the Sun in the chestplate, only to be stopped cold as the magical armor gave off a brilliant sheen, releasing a magical pulse which obliterated the creature. 

Luna fired bolts of magic into the fray that arced from Changeling to Changeling, shattering them. The Royal Canterlot Voice magnified her battle cries, causing many of her potential attackers to flee from her wrath. Any Changeling that dared to come close enough to attack was swept away by her magic.

To Luna’s right, there was a flash of green from Chrysalis, turning a group of Changeling statues into dust. She was struggling to muster up enough energy to fight, but managed to hold the Changelings at bay. Her horn unleashed another blast of green and several Changelings disintegrated, only to be replaced by more.

“No matter what we do, there are always more!” Chrysalis shouted to the two Sisters above to the roaring din of battle. She fired another bolt of magic, causing two more Changelings to fall to the ground as splintered stone.

For a moment there was a lull as the petrified Changelings regrouped to attack.

“Come on, ladies!” Discord said. “You can do better than that!” His body glowed white then morphed into its natural draconequus shape. “Here, let me help.” His fingers snapped and the Changelings doubled in size, growing long barbs along their bodies as their fangs enlargened. 

“Whoops,” he laughed. “I guess that didn’t help at all. Oh well.” He shrugged and lounged back on the throne, summoning a cushy footrest for his feet.

With renewed vigor, the Changelings charged again. Just as the size of their bodies had doubled, so had their ferocity also doubled. The Royal Sisters summoned powerful shields of energy, burning and repulsing all the Changelings that touched it. Chrysalis, however, was not so lucky. Already weakened, the onslaught quickly overwhelmed her and she fell beneath a pile of her petrified subjects which attacked her relentlessly. 

As the assault continued, the shields protecting the Sisters began to wane. Celestia looked at Luna in desperation. There wasn’t anything they could do.

Suddenly, a loud voice echoed from outside the Hive. 

“DISCORD!” 

A huge explosion sounded outside, shaking the entire Hive.

Discord paused and turned his head slightly to one side, sensing something. He gave a hearty laugh and smiled. “Ah ha! This is interesting!” he said. “I’m afraid I must bid you ladies adieu for the moment, wait right here.” He disappeared in a bright flash. The Changelings froze, becoming immobile statues once more.

The two sisters dropped their shields, turned to the pile of statues burying Queen Chrysalis, and quickly levitated the stone creatures away. She moved weakly and looked up at Celestia and Luna.

“We are going to escape now, right?” she said in a hoarse voice as she tried to stand up.

In answer, Luna’s shimmering magic enveloped the three and they vanished from the throne room.

***

Celestia, Luna, and Chrysalis rested under a shield of protective magic in the middle of a small clearing. The woods were pitch black, and would remain so until the sun, under Discord’s control, made its unscheduled appearance.

Once they had escaped, they immediately began setting up defensive measures to hide themselves from Discord’s, and others’, magic and sight. The large, swirling shield around them was the result.

Chrysalis lay sleeping on the ground. Being starved of food for so long followed by a grueling battle had left her exhausted, despite the two Sisters’ love she fed on. Celestia and Luna circled about opposite ends of the shield, their eyes closed and their horns glowing, casting spell after spell. While the shield was already strong enough to evade Discord’s probing search for them, they weren’t taking any chances.

Finally, tired and bruised, they sat themselves in the middle of the clearing next to Chrysalis. Celestia’s horn flashed and a small fire ignited between the three of them, giving them warmth and light. Thankfully, the shield hid this sight from outside eyes. In the corner of the clearing, the Sisters’ unworn armor gleamed on the ground. Finished with their work, the two Sisters had time to think.

“What dost thou think, sister?” Luna said calmy, the fluctuating light of the fire illuminating her face.

“About what, Luna?” Celestia asked. “About where we go from here? About what I think happened back there? About what to do with Chrysalis?”

“Yes,” Luna said.

“Well,” Celestia replied, “we still need to continue our quest. What happened at the Hives changes nothing.” She looked down at the snoring Chrysalis and smiled. “But at least now, thanks to her, we have an idea of where we are going. When she wakes, we need to find out what she knows about the Time Turner.”

She returned her gaze to Luna. “And as for the Hives… I’m not sure. I don’t know what drew Discord’s attention, but at least it allowed us to escape.”

“And for that we can all give thanks,” Luna said.

Silence fell between the two as they returned to their thoughts. What would they do when found the Time Turner? Would it still work after all these years, and if so how could they use it? They both knew one thing for sure, however, and that was that they had to retrieve to artifact first.

“Tell me Luna,” Celestia said idly, breaking the silence, “what is she dreaming of?” She motioned a hoof towards Queen Chrysalis.

Luna’s eyes glowed softly and her body tensed as she began exploring the dreams of the sleeping Changeling. After a few minutes, her eyes dimmed as she returned to her body. She was frowning.

“She dreams of a darkness she cannot escape. A darkness that she fears.” Luna said, looking mournfully at the sleeping Chrysalis.

This grabbed Celestia’s attention. “What is this darkness?”

Luna’s eyes glowed once more. Several seconds later they returned to normal

.	“Well?” Celestia said, urging Luna to answer. “What is it?”

“Hunger,” Luna said simply. “Feeding her subjects. She fears that her failure at the wedding hath led them to their fate.”

It was now Celestia’s turn to look troubled. She cast a sad glance towards the resting Queen.

“Perhaps,” Celestia said in a soft voice, “perhaps we misunder-”

“What was that?” Luna whispered suddenly, standing up. She was fully alert, ears straining to pick up any sounds from outside the magical barrier.

“What is what?” Celestia asked, nervous. She now stood up too, looking about nervously. A crack suddenly sounded in the woods.

“There it was again. Dost thou hear it, sister?” Luna said quietly. She motioned for Celestia to keep her voice down. She approached the swirling wall in the direction the sound had come from. Celestia followed behind her.

“Luna,” she said skeptically, “we are in the middle of a forest. There are bound to be noises late at night. Furthermore, we are inside a magical stealth shield that muffles all our sounds. It is unlikely that something outside will-”

Luna jammed her hoof over Celestia’s mouth, cutting her off. Before Celestia could reply, Luna pointed towards a dark patch in the woods beyond the field. It meshed with the darkness, and Celestia was startled by its size when it stood up and moved stealthily through the woods. The dark figure was massive, nearing the heights of the trees themselves. It was eerie how silently it could traverse the woodland.

The world flashed around them, and Celestia prepared for an attack before she realized it was only the sun rising to midday. She would never get used to Discord’s chaotic cycle. And neither, apparently, would the beast before them. It roared and covered its eyes from the sudden light.

Celestia gasped as she recognized the beast. It was red-skinned, and stood on two hooved legs, matted with dark fur. Its upper body was bare, revealing rippling muscles as it raised its arms to block the light. Large horns adorned its head and a heavy black fur matted its neck, trailing down its back. A demon of Tartarus.

The day ended, the sun quickly descending below the horizon, and the woods became dark once more. The figure of the demon blended once more into the shadows and it trudged away from the group into the vast expanses of the woods, unaware that its movement was being watched. Celestia released the breath she hadn’t realized she was holding. This made things much more difficult. If there was a demon released from Tartarus, what else could be wandering the lands of Equestria?

“What is a demon doing outside of Tartarus?” Luna exclaimed, no longer worried about being overheard. “Did I miss something in my thousand year imprisonment?”

“This shouldn’t be possible.” Celestia said, trying to come to terms with what she had seen. “The demons were sealed away in Tartarus, along with some of Equestria’s most dangerous beings thousands of years ago.” They turned away from the edge of the shield and walked towards the fire. “The only thing that makes sense is if Tartarus was opened. But how? And why?”

The two sisters heard a coughing fit and turned their attention to Chrysalis, stirring by the fire. Seeing the approach of the two Sisters she stood to greet them. Though shaking, she was now able to stand.

“Isn’t it obvious?” she croaked.  “This is Discord’s doing. Just like everything else!” she finished angrily. She coughed again and sat down, the effort of standing being enough to tire her. 

The Sisters returned to their seats by the fire. The sun rose again, bathing the clearing in daylight. On the horizon, the clouds of pink loomed ever closer, threating to block out the chaotic sun.

Chrysalis cleared her throat. “So I suppose this is where you ask me where the Time Turner is.”

“Yes, I suppose it is,” Celestia answered.

“Indeed,” Luna said, “thou mentioned thou knew where to find the Time Turner.”

The sun sank below the trees again, the trio only illuminated by the flickering light of the fire. The two Sisters focused intensely on the queen of the Changelings.

Chrysalis took a deep breath. “The story goes back over a thousand years ago, or so my mother once told me.” She stared deeply into the fire. “My great great grandmother, the once mighty leader of the ancient Changeling kingdom, had aspirations to expand her empire. To the north, the chaotic Discord ruled, and to the west the buffalos were too strong.

“So she turned her eyes east, to beyond the seas. There, she found the Griffon Kingdom. While normally the Kingdom consisted of squabbling tribes that fought each other for land, the griffin tribes united to fight the invading Changeling armies, and my ancestor was forced back across the ocean. But the retreat did not end there. The griffons followed, united by their common lust for vengeance and soon the Hives were under siege, the Changeling kingdom all but broken.

“It was then that my great great grandmother was met by a mysterious individual. He gave her what he called the Time Turner, and told her that it had amazing abilities. With it, she was able to stop the siege, and defeat the griffon armies at every battle. But she did not fully understand the power she had been given, and soon the griffons were once again laying siege to the Hives.

“In a final attempt to save her kingdom, she made a truce with the griffons. In it, she gave up the Time Turner to the griffons and in return, the griffons returned to their lands, taking it with them. Soon afterwards, Discord’s rule was overthrown by the two of you, and my great great grandmother turned her sights on Equestria.” Chrysalis exhaled. “That is all I know. My mother told this story to me when I was small, and when you came to the Hives, speaking of this object, it made me remember this story.”

The Sisters stayed silent, digesting the information. 

“So,” Luna said, “we need to go to the Griffon Kingdoms.” She smiled. “I believe we have caught what is called a ‘lucky break’!” 

The sun rose again, light filled the clearing.

“We’ll rest here while we can,” Celestia said. “Soon, we will leave for the Griffon Kingdoms and undo a hundred years of evil.” She smiled.

***

“I still don’t understand why we can’t fly,” Chrysalis said as the group marched towards Equestria’s western coast. They were currently walking through a valley between two large mountains, and were swiftly nearing the ocean.

The Sisters wore saddlebags on their sides, carrying their armor. They had debated leaving their amron in the woods before they left but had ultimately decided against it; the sighting of the demon earlier had played no small part in that decision.

“It’s too dangerous to fly while Discord runs rampant. And now that the denizens of Tartarus roam free, we can never be too cautious. There ancient evils sealed there which would give even us a run for our bits.” Celestia answered.

“Ugh,” Chrysalis moaned. “Then why can’t we teleport? I am too dignified to walk!” 

They had been walking for hours. So far, they had seen nothing like the demon in the woods, but they had been diligently watchful.

“We’ve never been across the sea,” Celestia said. “We’ve always met with griffon ambassadors, and despite being allies we’ve never needed to visit. So unless you’ve been there none of us can teleport there.”

Chrysalis just groaned as they continued to walk. She carried nothing, but she was still suffering from near starvation and exhaustion from battle.

They continued for another hour, the valley beginning to slope upwards, the mountains leveling.

“We are nearing the ocean,” Celestia said. “From there we will have to fly. It won’t be as dangerous as flying over land, but we might still be spotted. Prepare for the-”

She was interrupted by a loud screech from above. Looking up into the sky, she saw two white figures flying, closely tailed by three dark figures.

“Luna,” Celestia said, “look there, in the sky!”

“Those look like… griffons!” Luna exclaimed, squinting in the sunlight. “But, what’s following them?”

One of the dark figures darted towards the traling griffons. Another loud screech filled the air and the white figure of the griffon plummeted.

Celestia quickly removed her saddlebags and shot upwards, flying towards the falling griffon. Glancing back, she saw Luna following just behind her while a very exasperated Queen Chrysalis stood on the ground watching. She returned her attention to the figures ahead of them and motioned Luna towards the falling griffon.

With a mighty flap of her wings, Celestia powered forward. As she neared the aerial skirmish, she saw three large, winged snakes chasing the remaining griffon. She zeroed in on the group and flew in behind the group of winged snakes. Her horn glowed brightly and she fired a golden beam, striking one of the snakes. It hissed and plummeted, smoke trailing from its burnt side.

Looking below her, Celestia saw Luna catch the injured griffon. She looked back up to see that other two flying snakes had disappeared. She heard a whizzing noise to her left and swerved, narrowly avoiding a rocketing attack from one of the flying snakes she now recognized as Couatl, beasts from Tartarus. They were roaming the skies, searching for prey they had been denied for thousands of years. 

Glancing behind her, she saw the other Couatl. She spread her wings against the wind, quickly slowing her speed and flew behind the trailing serpent. Her horn lit up again, charring the Couatl dropped from the sky like a stone, joining its brother.

She looked around for the last Couatl. Seeing nothing, she looked back down to Luna just in time to see the white fangs of the third serpent flying up towards her at a terrifying speed. Surprised, she tried to move out of the way, but she realized it was too late. 

At the last moment, an arc of lightning struck the belly of the snake, making it fall towards the earth. Luna flew up Celestia’s side and nuzzled her sister. Celestia smiled back, and turned her attention to the fleeing griffon.

With a few flaps of her wings, she moved up to the griffon’s side. The griffon looked at his new saviors with surprise.

“Go down!” Celestia yelled over the sound of the wind. 

Following Celestia’s, he began his descent. Looking below, Celestia saw that Luna had planted the other griffon on the ground next to Chrysalis.

As they came in for a landing, Celestia saw that the other griffon was female. She hit the ground softly and ran towards the griffon. Nearing her, Celestia saw that she was unconscious. Searching for wounds, she rolled the griffon over and saw a distinct bite mark covering her entire shoulder.

Her horn flared brightly as she waved it over the bite marks. Gently, she pulled her horn back and a clear yellow liquid flowed from the wound. With a flash, she vaporized the liquid, and quickly healed the small bite wounds on the griffon. 

The other griffon joined Celestia’s side and began checking over the fallen griffon. Looking between the griffons, Celestia noticed brightly colored blue bandanas the griffons were wearing. The female griffon coughed, drawing Celestia’s attention. The griffon suddenly opened her eyes and shouted in fear.

“Shhh, it’s ok now. You’re all right.” Celestia’s tranquil voice calmed the fearful griffon. “I’ve removed the serpent’s venom from your body; everything will be alright.”

She glanced at the other griffon. “What are you two doing here? The Griffon Kingdoms are across the sea. What business have you here in Equestria?”

Clearing his throat, the male griffon spoke. “My name is Frauke.” He motioned towards the griffon on the ground. “And this is my partner, Gisela.” 

“Pleasure to meet you Frauke,” Celestia said, holding out a hoof. Frauke took it in his claw and shook it vigorously.

“Thank you for your help,” he said, “a few more seconds and we would have both been goners. Those things came out of nowhere! What exactly were those?”

“An ancient terror,” Luna said from behind Frauke, drawing his attention. “They once roamed these lands during the evil times thousands of years ago. Then, during the dawn of the Days of Enlightenment, they were sealed away in Tartarus, along with most other great evils. They were known as the Couatl. Flying venomous snakes; they killed indiscriminately.”

Frauke drew back alarmed. “Well then it is very fortunate you were able to stop them; they may have hurt several Equestrian ponies after dispatching us. Speaking of which, can you point us to the nearest Equestrian town?” He pulled a letter from a bag near his side. “We come to bring this letter to their Princesses, Luna and Celestia.”

“You have found them, master griffon,” Celestia said. 

Frauke’s eyes went wide and, stiffening his posture, began bowing. “I am sorry, your Majesty. I did not know.” He continued to bow repeatedly.

“It’s alright,” Celestia said, “you may stand.” The griffon did as she said, but stood straighter than he had before. He motioned for Gisela to stand up next to him.

Looking at the two griffons, a question formed in Celestia’s mind.

She spoke to Gisela as she asked it. “Tell me, what do those bandanas on your head signify?”

Gisela looked confused. “Have you not heard, your Majesty? The griffon tribes are at war!”

> Chapter 4
> --------------------------------------------------------------------------

	“War? There hasn’t been a war in the Griffon Kingdoms for centuries!” Celestia said, pacing back and forth. “Ever since the Iron Wing clan united the tribes, there has been only peace and prosperity. What changed?”

“We don’t know,” Frauke said, shrugging. “Three days ago, the nobles gathered to decide tax laws and before we knew it the Kingdoms were in chaos between the two warring factions.”

Celestia’s ears perked up at the word chaos.

“On the day the war started, we saw a large group of nobles storm out of the palace,” Frauke continued. “Something was wrong with them; they were… different.”

“It’s true,” Gisela added. “My master, Lord Pother, and the others that left had turned gray. He was always caring and kind to me, but on that day he was angry and all I did only served to irritate him more.”

“It must have been some sickness,” Frauke said, “because half the city joined them when they left. They weren’t themselves, and it seems whoever they touched became just as gray as they were. They formed an army and declared war on our good King Kraut.

“Luckily, those still normal drove them out and secured our capitol, Windsoar, and the surrounding territories. We have been at war ever since.”

Celestia’s mind was racing. With Discord’s release, she was sure this was no coincidence. Altering personalities was a game Discord had always played, and as their personalities drained, so did their color. She had seen the same thing happen to Twilight’s friends, and now it seemed that Discord had done this to half of a kingdom.  

“You never answered her question,” Chrysalis said, suddenly.

“What?” Frauke asked, tilting his head in confusion.

“You never told us what the bandanas are for,” she said. She pointed toward the bright blue pieces of cloth wrapped around the two griffons’ heads.

“These help us find out who has ‘turned,’” Gisela said. “I don’t know about ponies, but there are some griffons that are naturally colored gray. This bandana,” she pointed towards the colorful cloth, “lets us know if someone is still normal. When someone turns gray, so do any colored clothes they were wearing.” She paused for a little bit, thinking. “Think of it as our identification,” she finished.

“If you have come here for Equestrian aid, we bear ill news,” Luna said, speaking up. “Things are not as they were the last time thy kingdom sent an emissary.”

Frauke’s eyes opened wide. “You mean… you mean you couldn’t find a cure? But your head wizards had promised our ambassadors-”

“We know what they promised,” Celestia interrupted. “And all of our efforts proved fruitless.”

There was a moment of awkward silence as the griffons didn’t know what to say. Gisela rubbed her neck as she spoke, “I’m sorry, we didn’t realize… we didn’t know…” She trailed off into silence.

“It’s alright,” Celestia said. “Now, you said you had a letter?”

“Aw! Yes.” Frauke said, moving quickly to give the letter to Celestia. “It’s from our king, but, I don’t know if it’s relevant now.”

Celestia grasped it in her magic and opened its seal. Luna walked to her side and Celestia held it for the both of them to see.

	To The Royal Princesses of Equestria,
These are indeed terrible days. Even as I write, my kingdom is at war. To make matters worse, we rage war with ourselves. Some of my most loyal nobles and advisors have betrayed me and are threating the safety of the state. In accordance with our alliance, I hereby ask for the Equestria’s aid in maintaining order. Time is of the essence, for  I fear if you do not act swiftly I will not be here to greet you.

~King Kraut


“We had a hundred years,” Celestia said quietly to herself, “and now everything is happening at once.” She closed the letter and floated it into her saddlebag on the ground and levitated the saddlebag onto her back.

“It just so happens that we were on our way to your king,” Celestia said to the two griffons. “Now that you have delivered your message, I assume you will be returning?”

“That is correct,” Frauke answered.

“Then you shall be our guides,” Celestia said smiling. “We need to get to your palace without being seen by any unfriendly eyes. Can you manage that?”

Gisela saluted. “Yes your majesty.”

Celestia turned from the still saluting griffon to Chrysalis. “This is your last chance to turn back, Chrysalis. As soon as we cross the seas, it will be too late to rethink your decision.”

“Where will I go, back to the Hives?” Chrysalis laughed. Not the arrogant laugh Celestia had come to associate with her, but a real laugh.

“Your subjects aren’t the only ones depending on the success of your mission,” Chrysalis continued. “Besides, you’re the only food source around. I’m staying,” she said resolutely.

Celestia nodded. “So be it. We’ll fly from here.”

Celestia opened her wings and lifted into the air, followed by Chrysalis and the two griffons. Luna hoisted her saddlebags onto her back and took to the air. As they rose, the vast blue expanse of the ocean opened in front of them.

***

The soft sounds of the ocean rose from below the small group as they glided over its waters. The soothing sounds, however, had little effect on Celestia’s nerves. When Discord said he was spreading chaos everywhere, he had meant it. This was worrisome; he hadn’t been this aggressive when he had ruled Equestria all those years ago. Then, he had been content to torment the ponies of Equestria, now he seemed intent on encompassing the entire globe. And one of his first targets had been the Griffon Kingdoms.

At the moment, it was night. While the sun and moon had settled into a more ordered pattern, they were still prone to fits of excitement, making telling the time of day impossible. Celestia had no idea how many hours had passed since they had left the coast. Normally it was a five hour journey, as the pegasus flies, to cross the ocean, but as her wings grew heavier and heavier, she wondered  if they were approaching that time or if they had long since passed it.

The group had started off flying as fast as they could, considering time to be of utmost importance, but as the miles dragged on they had settled to a steady pace. Celestia looked to her right to check on Luna and the two griffons. Luna looked as stoic as ever, but Celestia could tell that the griffons were struggling. If they didn’t reach the Griffon Kingdoms soon, they might have to carry them.

She glanced left to Chrysalis. She was keeping in formation, not showing any noticeable signs of exhaustion, but Celestia knew that flying so far after what Chrysalis had been put through couldn’t be doing her any good. She had been rather quiet since they had left the Hives.

Luna decreased her speed and  grabbed onto Celestia’s tail, dragging them a little behind the two griffons.

“I wish to ask thee, sister. Why hast thou not told them of Discord?” she said, motioning towards the two griffons ahead of them.

Celestia suddenly found Chrysalis on her other side.

“Yes, I’ve been wondering the same thing,” Chrysalis said.

Celestia looked forward to check if the griffons had noticed yet. Luckily, they were too busy struggling to fly.

“I don’t think it’s best to tell them,” she said. “I believe Discord has something to do with all the griffons acting differently and turning gray. They think it is some sort of disease, but I have seen Discord do this before and how do you think they would react if they learned that we were the ultimate cause of their problems? They certainly wouldn’t let us anywhere near their king, whom I’m sure knows where the Time Turner is.” Celestia shook her head resolutely. “No, it’s best if we don’t tell them.”

Luna and Chrysalis nodded in agreement, and Luna flew forward towards the griffons. Chrysalis, however, remained behind for a moment.

“We need to talk,” Chrysalis demanded. She wore a troubled face.

Celestia raised her brow, but said nothing, waiting for Chrysalis to speak. She had noticed Chrysalis’s odd behavior earlier; maybe this was what had been troubling her.

Chrysalis took a deep breath and slowly exhaled. “Ever since we left the Hives I’ve felt different,” she said hesitantly, avoiding eye contact. “I… I used to be so angry all the time but now…” She trailed off, letting several seconds of silence pass. 

“Now what?” Celestia urged. 

Chrysalis took another deep breath. “At first I thought it was because I was feeding again, but it’s not the same… I now realize… that I’m happy. My whole life I’ve sought power, thinking that would make me happy.” She screamed in exasperation as tears welled up. “So why is it now, when I’m at my weakest, that I finally find happiness?”

“Oh, Chrysalis,” Celestia said, giving a weak smile. “Power doesn’t bring happiness.” Her eyes grew misty. “I know that better than most…

“When Luna and I first ascended to the throne, I thought we were the greatest in in all of Equestria. We had just overthrown the Master of Chaos! The ponies of Equestria treated us as heroes!” Celestia gave a bitter smile.  

“I was a fool back then, a prideful fool. I became aloof from the ponies of Equestria, becoming the princess they treated me as.” Celestia pause for a moment. “But I realized something was wrong; I was unhappy. I couldn’t understand why! After all, I was the most powerful pony in all of Equestria! But then I met Dew Drop.” A smile began to play at the corners of her mouth. “She treated me like any other pony, and because of this I almost had her replaced as the chief gardener once!” Celestia smiled at the memory. “Strangely enough, it was this quality of hers that allowed her to become my closest friend, and I was the happiest I had ever been. At that moment my one friend was dearer to me than all the power in the world. Do you understand?” 

“I… I think I do.” Chrysalis said. “Your power didn’t bring any happiness. You were happy because…” a soft tear fell from Chrysalis’ cheek, “… because you had a friend.”

Celestia smiled warmly. “It is not power that makes us happy, nor commanding others. It is spending time with others; helping them and in turn being helped ourselves. It is the magic of friendship.”

Chrysalis wiped away her tears smiling. “Perhaps instead of feeding off the friendship of others, I should find it for myself.”

"Pull up!"

The two gave a powerful flap of their wings at the sound of Luna's voice, narrowly avoiding crashing into the massive cliffs emerging from the thick darkness ahead of them, towering far above the tumultuous waves of the ocean.

The cliffs lined the waters as far as Celestia could see, fading into the night. They scaled the height of the cliffs, careful to avoid crashing into the hard rock. As they crested the dark cliffs, the sun jumped into the sky, the moon dropping below their line of sight.

The two griffons landed with an audible thump in the tall grass, collapsing on the ground and gasping for breath. Luna landed gracefully, followed by Celestia and Chrysalis. Immediately they began surveying their surroundings from the grass they stood in, which easily rose to Celestia’s chest. Several large mountains dotted the distant skyline, their height in stark contrast to the flat, barren expanse in front of them. From the hill they stood on, they could see several villages scattered about the grassy plains. To the far north, a smoky haze hung over the horizon.

“Shall we begin the concealing wards, sister?” Luna asked Celestia.

“That depends on if we stay here to rest or continuing our journey,” Celestia replied. She turned towards the griffons lying on the ground. “Do you need to rest for much longer or can we carry on.”

Gisela wheezed as she stood up. “No, we need to move. The sooner we get there the better.” She pointed north, towards the smoke. “King Kraut’s palace lies in that direction. Hopefully the rebel armies haven’t made it that far north yet.”

“They weren’t very close when we left,” Frauke said between breaths,” but that was a full day and a half ago; anything could have happened.”

“Then we shall continue forth,” Luna finished.

Ready to take to the skies, she spread her wings out, only to be pushed down into the tall grass by Chrysalis. She motioned the others to keep down and stay quiet. She pointed towards the sky, where the group saw a flying party of gray griffons. Hopefully, the grass would be tall enough to conceal them. They waited patiently for the griffons to pass, only to be horrified as they circled and began to descend. As the griffons closed in, they could hear them talking.

“Are sure you saw something?” one of the griffons said in a gruff voice.

“Yes I’m sure,” one of the other griffons replied, his voice much more eloquent and refined. Unlike the other griffons, he wore a bandana on his head similar to Frauke’s and Gisela’s. Celestia guessed he was a recently turned member of King Kraut’s army.

“Well I don’t see anything,” the first griffon replied.

Six griffons landed only twenty feet from the group. Aside from the griffon with the bandana, they wore nothing but their weapons strapped to their back, ranging from large steel war hammers to heavy maces.

The griffon with the bandana wore faded chainmail and metal shoulder pads. A heavy mace was strapped across his back. From the workmanship of the armor, Celestia guessed he had been a leader of some sort.

“Spread out in a search pattern,” the griffon with the bandana said. “If anyone’s here, they’ll be hiding in the grass.” They began to fan out.

Celestia crawled towards Luna and Chrysalis and motioned for the two griffons to do the same. They huddled in a circle, speaking in hushed whispers, careful to avoid being heard.

“What should we do?” Celestia asked, looking around at the others in the group. “They’re going to find us, we need to act first.”

“I think I know what we can do,” Chrysalis whispered. “Let’s just talk to them.”

“Are you crazy!” Gisela said, struggling to keep her voice to a whisper.

“Listen,” Chrysalis said, “they may be changed by this ‘disease’ but we don’t know if that makes them evil. Maybe they’ll listen to us.”

“They started a war!” Frauke said, joining Gisela’s side. “They attack all normal griffons on sight! What’s not evil about that?”

“But we’re not griffons,” Celestia chimed in. “They might not be hostile towards us.” She looked at Chrysalis.

“I think it’s worth a shot,” Chrysalis said.

“Chrysalis and I will see what we can do,” Celestia said. “Gisela and Frauke, I want you two to stay hidden. I don’t think having them see you will help. Luna, stay with them and help us if things go awry.”

Luna and the two griffons nodded, staying low. Celestia and Chrysalis stood up and walked slowly towards the group of griffons searching through the grass.

“I believe it is us you are looking for,” Celestia said calmly.

The griffons reacted quickly, forming ranks in front of Celestia and Chrysalis. Some of them already had their weapons drawn.

“Well look what we got here,” one of the gray griffons said. “A pretty pony and a Cheeseleg!”  Chrysalis shifted uneasily and some of the griffons began to chuckle

From behind her, Celestia heard a Luna’s whispered voice. “Cheeseleg? What’s a Cheeseled?”

“It’s a slur from the Changeling war a long time ago,” Gisela whispered back.

The griffon with the bandana pushed himself to the front of the group of gray griffons. He looked at each of the two menacingly, weighing them up.

“Why are you here? These are not your lands,” he said. “You are not welcome here,” he added in a dangerously low voice.

“We visit from the land of Equestria, across the sea. Have you heard of it?” Celestia responded.

“Aye, I’ve heard of it,” he said, frowning. “I’ve also heard of the king’s attempt to contact them for help.” He narrowed his eyes.

Celestia didn’t like where this was going. She needed to change the conversation quickly.

“Tell me,” she said. “Where are you griffons headed to?”

“We’re headed to the palace!” one of the larger griffons in the back of the gang said excitedly. “We got the king and the loyalists holed up in there!”

“Quiet!” the griffon with the colorless bandana said, scolding the griffon. He drew the heavy mace from his back, his armor crinkling. “Can’t you see these are Equestrian scouts? You’re giving away our plans!” He motioned the group forward and the griffons circled Celestia and Chrysalis. “But that won’t matter much if they can’t tell anyone,” he said, grinning.

“Now would be a good time to help!” Celestia shouted over her shoulder. Luna and the two griffons sprang from the grass, pinning two of the gray griffons down and opening a gap. Celestia and Chrysalis ran through the opening and took to the skies, followed closely by Luna, Frauke, and Gisela.

From behind her, Celestia could hear the echoing shouts of the griffon leader. “I told you! They’re working with the loyalists! After them!”

Sure enough, the gray griffons were on their tails, easily catching up to the group, which were still tired from flying beforehand. Celestia heard a scream behind her and glanced back to see one of the griffons grabbing Frauke from behind. Celestia shivered, seeing the gray spread from Frauke’s lion-like legs, covering his entire convulsing body. He dropped from the sky, quickly caught by one of the other griffons.

Thinking quickly, Celestia encased the group in her magic and with a golden flash teleported them to the ground below, leaving the corrupted Frauke behind. She quickly hid in the tall grass, concealing herself.

Far above them they saw the griffons reeling in surprise. Their cries echoed down.

“Where did they go? They were right there!”

“It’s foul pony magic, it is!”

“They must have gone to the castle,” Frauke’s voice echoed.“After them! We can’t let them see the king!”

The griffons turned and flew towards the smoky horizon, leaving Celestia and the others unnoticed. Celestia sighed in relief.

Celestia heard Gisela whimpering. “They… they got Frauke,” Gisela said quietly. “He’s one of them now…” She stared into space, shocked at what had just happened.

Chrysalis gave Celestia a look and walked to Gisela’s side. She put a comforting hoof around her as Gisela sobbed.

***

Several hours had passed since they had lost Frauke. The sun had set and risen several times, leaving it night. They had traveled for the first hour, but eventually the groups of discorded griffons travelling to the besieged palace had forced them stay in one spot. Setting up their magical wards, they could move freely about, but every second that passed burned into Celestia’s soul. She knew that at any moment the palace could fall, and when that happened they had almost no chance of retrieving the Time Turner.

They had managed to walk to within sight of the palace, and it taunted them all the more. A constant stream of griffons poured overhead, flying like moths toward the flames of Windsoar, the Griffon Kingdom capitol. Inside the capital the king’s palace stood tall, untouched by the flames.

Gisela hadn’t said a word since they started traveling to the palace. She now sat quietly in the middle of the protected field. Chrysalis hadn’t left her side.

Luna stood to Celestia’s right, scanning the dark skies for any change in the stream of griffons flying above, looking for a chance to make a dash for the capitol.

“I think we shall have to fight our way from here, sister,” Luna said. 

Celestia surveyed the skies, weighing her options before answering. “I think you may be right, we’re running out of time.” Celestia sighed. “It seems to be something we excel at these days.”

“Be of good cheer, sister,” Luna said, smiling. “Our goal is within sight.” The flames of the capitol painted the clouds above a brilliant orange.

“In sight and in flames,” Celestia replied solemnly.