A Timeless Classic: The Story of Klokwerk K. Millennia

by Psycho Shy

Rating: teen
Tags: Main 6, My Little Pony: Friendship is Magic, Other, Original Character, Adventure
Length: 10000

The Mane Cast find themselves battling a foe as old as time itself...

An old foe from the distant past is approaching Canterlot after a long time away--but first, it has to get through Ponyville. After a rushed note from Princess Celestia raises the attention of Twilight Sparkle and friends, they equip the Elements of Harmony and race off to protect the city--and, if at all possible, defeat this legendary enemy. But this ancient foe hasn't lived as long as he has without some skill to back it up...who is this mysterious new villain, and just what does he have planned for the opposition he'll meet?

A note from the author: this is not only my first fan-fiction, but also my first attempt at a full-blown novel. Updates will be slow--as in, "I don't know how long this will take, so imagine this happening between Seasons 2 and 3" slow--so don't get too terribly excited if you actually like it.
Special thanks to my beta team, who are reading this story before its release, BlackRoseBandKitsune and RussiaSylar42. Additionally, a super-duper special thanks to my fellow writer, best critic, and driving force behind this story's creation, Deep Pond. Without further ado, please enjoy the story!

Published 2012-05-31 20:34:02 UTC
Last updated 2012-11-15 02:38:26 UTC

Prologue: Timeskip

Prologue: Timeskip

(Author's Note: Timeskip is not my own character. They were invented by BlackRoseBandKitsune, and they are used with permission. Everything used to describe this character is intended to be, but may not be, 100% accurate as to how they actually are. Now, without further ado...)

Tick. Tock. Tick. Tock.

The incessant ticking of the clock was insanity. Timeskip slouched lazily in her seat, trying to convince her brain to turn it into a song. The teacher droned on and on, something about ancient beings that roamed Equestria a long time ago. She didn’t care about monsters that were as old as the Old World itself; she wanted to know what could pose a threat to her right now.

Finally, a screeching of the bell released her from her seat. Without missing a beat, Timeskip tightened her saddlebags and raced out of the school, much to the displeasure of the faculty. She had a lot of homework to do that day, and she wanted to get it done as quickly as possible. As her name might suggest, Timeskip was always in a rush to complete every task she was given as quickly as she could. She didn’t show enough respect to care about the past, and she was too young to really plan for the future—she only cared about what was happening “in the now.”

Timeskip raced down the street, ahead of all of her classmates—but she suddenly stopped in front of a dark alley. She had always been told by both her parents to never go into that alley, but she never quite understood why. The long alley cut right through the center of her town, built around rather highrise buildings. It was true that it stayed dark at all times of day…but it was such an ideal route of transport; why didn’t anypony ever use it?

Of course, it would have only taken thirty more seconds for her to reach her home had she gone around the alley, but that was the last thing on Timeskip’s mind at the time. Something within her brain seemed rather rebellious that day, and thus, she continued her little sprint onto the dark, dismal path.

As she was, Timeskip took no interest of her surroundings, but if she had looked around, she would have felt much more uncomfortable going through the alley. The buildings all seemed to be purple; the windows empty of any light. With such a uniform color scheme, it looked like something out of a horror movie—surreal and very offsetting.

Timeskip sped along, hoping to reach home as quickly as she could, when a dark figure flying overhead turned straight down and landed directly in front of her. Scared half to death, she stopped dead and looked over the black outline of the figure rapidly. The first thing that was notable was that they were significantly larger than her—about the size of fair Princess Celestia, though Timeskip wasn’t going to think of that immediately. They had the distinct squarish muzzle of a colt, and they had wings…and a horn? Who was this mysterious attacker?!

As if to answer her question, the darkness seemed to part around the figure, revealing his attributes in color. The light glinted off of his pure silver mane, which seemed to be flowing despite the sheer lack of wind. His hair had a color not unlike ancient parchment, and his barely colored gray-purple eyes seemed to have a haze over them; focused, yet somewhere else entirely. Mind racing, Timeskip looked for the quickest unique indication—his cutie mark. With him standing directly in front of her, it was out of her vision, but a silver pocket watch hanging around his neck provided an even better indicator.

The figure calmly folded up his wings, and bent down to look at his prey more closely. It didn’t matter if she tried to run; it was too late for any running, anyway. Naturally, Timeskip took a step back. The figure seemed distantly familiar, and she desperately wracked her brain, trying to remember who it was. Suddenly, it came to her, and knowing who it was only worsened her fear. Timeskip started trembling nervously, knowing panic that wasn’t directly linked to time for the first time in her life. “I know you! You’re…you’re…”

The figure smiled sadistically. “Good…I’m glad they’re teaching you something in school these days.” This was even easier than he had expected.

Timeskip stumbled backwards, hoping she could get away from this ancient force. “My—my mama said you only came after bad fillies…! What do you want from me…?!” With tears of fear welling up in her eyes, it was then that Timeskip tried to run back to where she had entered the alley.

And as Timeskip made her escape move, the figure made a move of his own. “Your mama lied to you, kid,” he said in his naturally cold tone of voice, his horn lighting up a dust-brown color. Particles seemed to lift up from the ground itself and surround Timeskip. Soon, she found herself encased in some sort of glass dome.

As the figure released his magic, Timeskip could literally feel her body falling apart—as if decay was rapidly taking hold of it, making its very essence fall apart and tumble into some tiny hole at the bottom of the dome. The figure looked at his handiwork, a smile of satisfaction on his face. “Life’s got a lot of bumps, kid,” he said in an eerily calm voice. “If you wind up surviving this one, you’d best be ready the next time one comes around.” With that, the figure calmly walked to the mouth of the alley, looking out into the street. All Timeskip could do now was cry—cry, and pray somepony would come looking for her before it was all too late.

Slightly accustomed to the darkness of the alley, the figure blinked in the sunlight for a few seconds. Off in the distance, he spotted another city—this did not surprise him; it had been a while since he had headed this way. To be honest, it frightened him a little, as he did not want to attract the attention of the Princesses by attacking so close to their home. Upon briefly darting out into the street and consulting a sign as to the name of the town, the figure sprang into the air and soared on powerfully towards his location. On the wind, one could hear his casual voice speaking once more: “Ponyville…sounds like a nice place to live, actually.”

The Letter

It was a peaceful evening down in Ponyville, in fact; the kind that would make somepony think it was a nice place to live. With the creepy shadows of the night far away, all the citizens were wrapping up their daily activities and trotting dutifully towards their homes, ready to relax after a long day. The few marketplace-style shops around were closing, their merchants equally tired and ready to head home.

It was around this time that local hero of Equestria, Twilight Sparkle, was winding down her unusually tightly coiled springs as well. With her half-companion, half-pet Spike already resting in his bed, she was curling up with a book in her own bed. She may have looked very calm on the outside, but as she began to read, she was at odds with herself, wondering if she should spend the night sleeping or studying.

Beyond the borders of her book, Twilight thought she saw a flicker of movement out of the corner of her eye. As she set down the book carefully, there was a tiny trail of swirling, sparkling green fire lazily drifting its way out of Spike’s open mouth. She knew it well—the fire was magical fire, and magical fire coming from Spike typically meant mail from the Princess. She had always told him that he wouldn’t be so upset by oncoming mail if he didn’t focus on the feeling of it so much, so she savored this tiny victory.

Twilight waited patiently as the fire slowly curled itself up and formed a scroll. She used her magic to levitate it in front of her, and was about to start reading it when another scroll formed itself from the fire. “That’s strange,” Twilight mused to herself, “Celestia typically doesn’t need two scrolls to tell me something…I wonder what’s so important.”

She levitated the second scroll beside the first one, unfurled the first one carefully, and started to read. As she read, it immediately struck Twilight like a bolt of lightning what was so important. Her expression rapidly changed to shock, then to panic, then to horror. Finally, without even bothering to open the second scroll, she dropped her magic and burst out her front door. Her high-strung, panicked shout pierced the calm aura of a Ponyville evening: “GIRLS!”

“Alright, alright! You have my attention, now what is it that’s so important it can’t wait until tomorrow?”

“Take a seat, Rainbow. I’ll explain when everypony is here.”

With that, a confused Rainbow Dash slowly flew over to hover beside an equally confused Applejack, Rarity, and Fluttershy. It was a very rare occasion that Twilight actually wanted to talk to them…in fact, in most cases, they had to drag her away from her books to get her to visit an event with them. They were wondering what event could be so important…or worse, what non-event.

Finally, the last of Twilight’s friends came running down the road to her library. Or, rather, hopping down the road. Pinkie Pie was as happy as a bee, either uncaring or unnoticing of how worried Twilight had sounded. Nopony really knew anything for sure when it came to Pinkie Pie. “Hi, Twilight!” Her shrill, happy voice spread through the air, a voice that certainly made ponies notice her. “I heard you calling and I didn’t know why but you sure sounded upset and I know that the perfect way to cheer somepony up is with a party so I brought all my party supplies—!”

“Of course you did, Pinkie, but I’m afraid no party will be able to lift my spirits. Come inside immediately, we can’t waste any more time.” Still in a blissful state of ignoring Twilight’s worried tone, Pinkie skipped into the library, finding a spot to stand beside Rainbow Dash.

Sighing, Twilight kicked the door to her library shut, levitated the scroll in front of her, and walked out to face her friends. She hated to deliver bad news, but she had to alert her friends of this. “First off, I’d just like to thank you all for coming on such short notice. Or rather, at least some of you came on such short notice,” she said, shooting an irritated glance at Rainbow and Pinkie. “It’s so good to know I have friends I can count on when I’m in need. Anyway, I’ve received a letter from the Princess this evening—“

“How nice of her to write back for once.”

Ignoring Applejack’s stray comment, Twilight continued with her speech. “…but I’m afraid none of it’s good news. We could pass around the scroll and read it, but that would take much too long—I’m just going to read it to you.” With that, Twilight turned her attention to the scroll she was levitating in front of her, and began reading it aloud.

“‘My faithful student, Twilight Sparkle:

As much as I despise to swamp you with my grim history a third time, I must inform you that there is another great threat to Equestria afoot—and it is approaching your town.’”

“Psssh. Big deal!” Rainbow Dash instinctively flew up to hover above her friends, and threw her hooves out as if she were practicing for a boxing match. “We’ve beaten plenty of villains before! What makes this guy so special?”

Without pausing to respond to Rainbow’s typical brashness, Twilight continued reading. “‘His name is Klokwerk Millennia, and he has roamed this world since soon after I came into power. I would describe his physical appearance to you, but that would take much too long. Enclosed with this message is a detailed sketch of him instead.

“‘He is a deadly force that not only knows all time since he was born, but can warp it to his very whim. In fact, we are lucky his skills are not as refined as they could be, for he rampages throughout Equestria, using his time-bending powers to force all in his path into terrible decay. For the longest of times, we have been powerless to stop him, but now, he is approaching your city.

“‘And that’s where you and your friends come in. When Klokwerk reaches your city, I want you to go and confront him. Don’t let him harm anyone, and if you deem it possible, defeat him. Be very careful around him, however; he is a very crafty, wise person that will take every advantage from you possible.

“‘I would come to help you defeat this great evil myself, but…’” Here, Twilight’s voice faltered and paused for a second. “‘…but I feel like I would only get in the way, since I no longer wield the Elements of Harmony. Once again, though, I cannot stress enough how careful you must be—for if he successfully detains even one of you, the circle of harmony amongst you will be broken.

“‘Good luck, Twilight and company. It may seem like you are only protecting your town, but if you defeat Klokwerk, the world will be a much better place because of it. Best wishes, Princess Celestia.’”

When Twilight finally set the scroll down to look at her friends, she found a state of shock not dissimilar to her own frozen on their faces. When they saw that she was looking at them again, the first one to snap out of it was Rainbow Dash. With the mentality that she wasn’t allowed to look scared, she flew over to the other scroll and picked it up. “Okay, so let’s see just what this guy looks like!” She announced. With an indignant glare, Twilight levitated the scroll away from Rainbow and placed it where all of her friends could view it at the same time.

With that, their new enemy was revealed. The sketch depicted Klokwerk as a large colt alicorn; about the same size as Celestia herself. His fur was the color of parchment, and his long, flowing mane was a shiny silver. His faded irises barely appeared any different from the whites of his eyes—many of Twilight’s friends pondered if he really looked like that or if it was a mistake. The side view revealed his cutie mark to be a silver pocket watch with the hands pointing to seven o’ clock, and the feathers on his wings looked very winded. He wore no clothing; save for a silver pocket watch identical to that on his cutie mark hanging around his neck by a silver chain. Everypony there simply assumed it was decorative.

No words needed to be exchanged between the group; they were all thinking the exact same thing: So…this is…”Klokwerk…” Finally, Applejack lifted her head up from the paper and looked at her friends. “It is gettin’ late…are we gonna miss Klokwerk in the darkness of the night?”

“I call the first night watch!” Rainbow Dash shouted as she sprung up and raced for the door. As she threw it open, Twilight took control of it with magic and slammed it in her face.

“Negative, Rainbow, there will be no night watches. If Klokwerk finds you alone, there’s no telling what he could do—remember what Celestia said about him detaining even one of us? We all need to hunker down for the night—like he probably will as well—so we can be well-rested when we encounter him tomorrow.”

Grudgingly, Rainbow agreed; she still wanted to keep watch, but she knew Twilight was probably right. It was a quiet, tense night at the library that evening—slowly but surely, the six friends drifted into sleep. The last two of the group still lying awake were Fluttershy and Twilight Sparkle. The two spent time trying to coax each other to relax enough to sleep, and sure enough, it took about half an hour for Twilight to get Fluttershy to slip into subconsciousness.

Twilight lay there for quite some time; by the next day, she didn’t know when she fell asleep or how much sleep they got. She knew that she slept, though, but not easily. For on the note Celestia had written, there was something crossed out where she had described why she would not fight Klokwerk. It was well crossed out, but with Twilight’s intelligence, she had still managed to read it—“even I fear him a little.”

Confrontation

“Necklace.”

“Necklace.”

“Necklace.”

“Necklace.”

“Necklace.”

“Aaand…big crown thingy!”

A wave of laughter echoed from the group as they finished equipping their jewelry. The gold-and-crystal decorations had appeared from nowhere when they had used the Elements of Harmony for the first time—to bring down the tyranny of Nightmare Moon. Now, it had come time for them to be used against another alicorn. After what would have been cruelty to say at the time, the party was refreshed by the reminder of their past victory over Discord.

Suddenly in much better spirits from the string of stray comments, the group quietly exited the library, awake and alert for any sign of their new enemy. The town was just beginning to stir, so not many ponies were awake and about to see them wearing the Elements. Of those that were, many of them simply wondered why they were dressed up looking so nice, and a particularly absentminded pair of colts complemented them on it. Only a select few had seen them wearing the ornate jewelry before and had enough sanity left to understand their power, and subsequently took a hint and went back inside.

One particular unicorn had actually not seen the Elements as they currently were, but he knew a great deal about them. And he also had knowledge, or at least an interest, about the time distortion field heading towards the town. In a flash, he generated a scale before himself, and placed several figures on it—one for each of the girls on one side, the Elements and the time-distortion field on the other. Naturally, the events outweighed the six ponies on the scale—and, unfortunately, this unicorn knew exactly who would balance it out. "Not him..."

Naturally, the girls were surprised to see a stallion running towards them. Why would he care where they had found the jewelry? "So, um, who are you?"

The gray unicorn stopped a short distance from the group, breathing heavily. "My name's not important," he gasped, "but both of our safety is. Klokwerk K. Millennia is headed towards Ponyville—you need to hide as well as you can. Maybe he'll content himself with just a few buildings..."

Twilight Sparkle, who was already standing at the front of the group, stepped forward to speak with him. "I'm afraid we can't do that. Princess Celestia has ordered us to protect this town, and that's what we're going to do."

The judge-like unicorn stared at them as if they had just related that they were killing themselves—and, in his opinion, they were. "Surely not even the princess would send you to protect us from him!" To emphasize his speech, he started using magic to draw images in the dirt—buildings crumbling apart, arrows seemingly frozen in midair, a pony trapped inside of an hourglass. "This monster doesn't just terrorize people, and this is far from the first city he's ever attacked. True, it has been a long time since he's come this way, but the point is he will destroy this town easily, like all the others. Many brave soldiers have tried to fight him, but all in vain—he never receives a scratch, even as he storms the town, making buildings collapse and imprisoning innocent lives in his destructive prisons."

It was only now that the gray unicorn looked up from his now incredibly detailed drawings. "Well," he said with an expression of despair on his face, "now do you think you should hide?"

The peculiar stallion's drawings struck varying degrees of fear into the hearts of the six friends—not to mention any civilians still standing about. Twilight herself was especially shocked by the pony in the hourglass—just what kind of prison was that? The odd stallion had said "destructive prisons," and that made her even more worried about her foe-to-be's powers than she was before.

Still...it was an order from the Princess, and Twilight couldn't let the Princess down. Swallowing her fear and regaining her typical demeanor, Twilight Sparkle raised her head from the drawings and into the eyes of the stallion. "I appreciate your concern, stranger, but we have no choice. Disobeying the Princess may bring about something even worse than the damages to this city—run if you like, but we're staying here. Besides, we'll have one thing those soldiers certainly didn't have—The Elements of Harmony!" To emphasize her words, her friends behind her tilted their heads up and leaned forward in unison, presenting their necklaces.

The stallion stared in confusion for a second, but quickly blinked into understanding. "What? Oh, so that's what those little jewelry pieces are. No wonder you're so confident," he said with a nervous laugh. "Well, I can't be certain how you'll do, but I wish you the best of luck. That monster has caused me a lot of frustration with his pointless, undeserved destruction—and, well, if he can be stopped, it will be by the Elements, and thus, by you. I'm afraid I'm a little less equipped, though, so...I'm going to go hide now." Another nervous laugh—apparently, this stallion wasn't much of a speaker. As he turned back towards his home in the town square, he said one last thing: "It's Balance, by the way. Perfect Balance. Assuming we both survive, we should talk."

As the galloping of the unicorn named Perfect Balance faded out, another sound came in to replace it. A loud, echoing bell chime, not unlike that found in the mightier of clocks. As the third chime waved through the town, Fluttershy squeaked. "I thought the clock tower was broken..."

"It is," Twilight replied, her face as stern as stone

A fourth, then a fifth chime. Suddenly, Fluttershy's nervousness spread, and the group anxiously looked around, hoping to identify the source of the sound. The sixth, the seventh, the eighth. There was no way the time was past seven o'clock this early in the morning. Nine. Ten. Still the bell rang, and Rainbow lost her patience and took to the air.

Finally, on the twelfth and final ring, the bell sounded much clearer—the sound seemed to be coming from directly above the group. As they raised their heads with varying degrees of speed and excitement to see what awaited them, a sudden rush of air accompanied a winged figure falling out of the sky at a breakneck pace. Dust scattered everywhere as it drove itself straight into the ground.

Most of the girls closed their eyes, and Fluttershy nearly ran on the spot, but Twilight stayed focused. After all, dust in her eyes couldn't possibly compare to being caught off guard. Thus, she continued to gaze into the cloud of dust, and she saw the outline of the figure. The horn, the wings, and the shape of the muzzle was all she needed to see to confirm her suspicion.

As if responding to being noticed, a huge pair of wings came out of the dust cloud—almost sharing the color of the dust themselves. With two powerful flaps, the dust cleared, and its color faded into the outline of Klokwerk Millennia. As he calmly folded up his old wings, he glanced around the city. Typical reactions; townsfolk gazing on in fear and confusion. Unfortunately, they don't seem as educated as my last victim. "Well, it looks like you have a nice town, here," Klokwerk said with his first step forward. As he strode around, he was beginning to spread his accursed destruction without even trying yet—flowers and grasses wilted next to his hooves, and the ground seemed to dry out wherever he walked. "Yes, I'm sure I'll have a lot of fun destroying it."

He was about to target town hall with his powerful time-bending magic when, out of the corner of his eye, he saw six girls watching him like hawks. That was odd—not many dared show bravery around him, even before he started destroying things. Yet, here they were. All glaring at him like it was their job to make him feel uncomfortable. With a quick jump from his front two hooves, he rotated himself to stare right back at them. "And what might you be? Some sort of welcome wagon?"

"Ooh!" came an unexpected outburst from Pinkie Pie. "I'm no welcome wagon, but I have one! I left it at my house; if you would let me go..." here, Pinkie trailed off. In a split second, she realized what she was saying, and resumed her glare—a facial expression that clashed greatly with her bright, happy demeanor. "...oh, I'm sorry; I guess I'm not supposed to welcome criminals. Sorry, Klokwerk!"

If Klokwerk was surprised at all, he didn't show it. In reality, he wasn't shocked by the pink pony's sudden tangent—it was often the crackpots that dared stand in his way. He was, however, rather taken aback by the fact that she knew his name. "Oh, you know me? Wonderful; I have a rough idea of who you are as well. Then we can skip introductions and go straight to the part where I kill you."

With a few brief nods to each other, the girls confirmed that they were all thinking the same thing. Surely, the Elements of Harmony would be enough to best their foe, and without having to spend time looking for them, using them would be easy. "That's what you think!" came a shout from Rainbow Dash, still maintaining her hovering state.

None of the girls could pin a way to describe just how the Elements of Harmony were activated, but they knew how. As they poured their energy into the gems of their jewelry, an ancient magic overtook them—a magic not even Celestia fully understood. No longer controlling themselves, the six floated high into the air, the other five clustered behind Twilight. All six opened their mouths at the same time, but each took her own turn speaking:

"I don't think you've been laughing enough, mister!" "That's the honest truth!" "Seems like you could use a loving, caring heart..." "...We'd even share ours!" "But for now, you need to be bound—by the bonds that hold our friendship together!"

"And magic makes it all complete," Twilight finished, a pleasant smile on her face. She closed her eyes, allowing the powerful magic of the Elements to flow throughout her, and when she opened them again, they were washed with white. She was no longer in control, but that didn't matter; the Elements had a mind of their own when it came to destroying evil. One by one, the other five shot rays of light matching their own color straight at her, and once all six of the Elements' power was hosted within her, the rainbow of purity sprang from her horn and shot itself like a bullet at Klokwerk.

The girls, now tired from the exertion, floated down to rest on the ground, thinking it was all over. Before she herself touched down, Rainbow shouted a victory cry, and pumped one of her front hooves into the air. "Aww, yeah—direct hit...!"
When she saw her friends staring off at where Klokwerk had been standing, she, too, turned off that way—and her mood and her body hit the ground at the same time. While their perspective in the air had shown them otherwise, Klokwerk had not been hit. Instead, he was enduring the blast with some bright, dusty shield that sparked with magic.

Klokwerk was unsurprised that the supposed welcome wagon had the Elements of Harmony, or that they would use them immediately. He had been irritated slightly by the sudden need to step up his magic and block the attack by slowing time near himself, but other than that, he was completely in control. The vibrant beam inched closer and closer to his face, but at this pace, it barely looked threatening. Klokwerk regarded it with a calm gaze, wondering just how long it might actually take for it to hit him.

Well, he wasn't going to sit around and find out. With a quick step to the left, he removed himself from the rainbow's path, and quietly released his spell. Without warning, the laser regained its full speed, and drove itself into the ground, intensely purifying a patch of grass about ten feet behind where Klokwerk had been standing. Flowers from all across the spectrum of color rose from the ground to mark the spot—flowers that would not wilt, regardless of Klokwerk's destructive power. Nopony there knew it, but the next living thing to be planted there would live for at least a thousand years.

For a brief moment, Klokwerk Millennia turned and regarded the spot with the same gaze he stared at the laser itself with. Then, he turned back to the six friends who were so confident that they could just blast him out of oblivion a few seconds ago. "Looks like you missed. Care to try that again?"

Hourglass Prison

Almost as simultaneously as when they were preparing their attack, the girls' jaws fell open—save for Fluttershy, who was busy cowering again. The Elements had never failed them before; why weren't they good enough to beat him? Struggling to find words to express their distress, the Element-bearers just stood there gawking for a moment. "But I..." "But you..." "...But how?!"

Klokwerk just stared back at them, using that odd apathetic gaze he'd used the entire time. "Oh, please. Like any other weapon, those trinkets are only as good as the opponent that decides to let it hit them. Granted, those tend to root the target in place, but still...first it has to hit."

The girls might have attempted another attack with the Elements, but they knew their weapons probably weren't designed to be used in succession...not to mention it would likely end in the same results. Rainbow Dash, always the first to stop showing fear, finally spoke up to form a coherent sentence. "That's not the only thing! How did you know we would use them?"

Klokwerk just smiled—the grim smile he always presented when he knew something his opponents didn't. "When I said I knew you, it was no lie. I know everyone and everything, really. After all, am I not the lord of time? I think it's my job to know all that occurs. Yes, my memories go far back...since the day I was created, I can recall exactly what happened with each passing second. Even now, I am being informed of the beings entering, roaming, and leaving this world. Thus, I know you—as I know all—and I know the Elements of Harmony—also because I know all. Figuring that you would use them was easy as putting two and two together."

"Well, then, aren't we lucky that that's not the only trick we know," Twilight responded briefly. Though she was still shocked from Klokwerk nullifying their greatest attack, it wasn't the only thing they could do—and she needed to seize control of the situation, before he attacked. "Pinkie, Applejack, move in and hold him down! Rainbow Dash, charge him!"

"Got it!" was the only reply she received. The two earth ponies of the group weaved their way towards Klokwerk, who made no effort to stop them. Rainbow took to the air yet again, warming up for a daring aerial assault. And yet, even as Pinkie and Applejack collided with him and held all four of his hooves in place, Klokwerk stood completely motionless. Only until Rainbow gave a shout and spiraled towards him did he finally react. In a flash, his horn was glowing, and his dusty shield wrapped itself around him in an instant. With a few quick jerks, he dislodged Pinkie Pie from his front-left hoof, then his front-right. She frantically tried to get a grip again, but he seemed much too fast—he swatted her aside with one quick blow.

It was then that Rainbow collided with Klokwerk's shield. She sped on towards him, but something didn't seem quite right...though he was only a few feet away, the distance seemed much greater. Klokwerk stared at her advance with an amused expression, and briefly considered a counterattack, but he decided on something much less brutal than an attack of his own. He moved at a normal pace, but to Rainbow, he seemed like lightning—he spread his wings, took to the air above Rainbow Dash, and flipped once, sending Applejack hurtling into the ground.

With neither able to stop in time, the allies crashed into each other, slamming Rainbow into the ground and leaving both dazed and confused. As Klokwerk stepped towards them, he released his powerful magic, and once again the dust-colored shield vanished. As he approached the tangled heap, he lowered his head to both of them, and spoke briefly. "Are you done?"

With a yelp, the two jumped back up and ran back to Twilight's side. "We cain't touch him, Twilight!" Applejack reported, a worried tone in her voice. "It must have to do with that shield of his..."

Rainbow nodded in agreement. "I crashed into that thing...it was like running into a wall of...of syrup or something! As long as he's got that on his side, there's no way we'll be able to hit him!"

While the other five were brainstorming for some way to remove or pierce the shield, Twilight's mind was racing all on its own. With how fast Rainbow Dash—let alone, the attack from the Elements of Harmony—was moving, they should have hit Klokwerk in an instant. She recalled how she had seen the attack slowly going through the shield...but if it didn't stop them completely, what good could it do? She suddenly remembered how easily Klokwerk had slipped out of the earth ponies' grip, and her mind managed to put the rest of it together. "That's no shield," she suddenly announced, "it's a distortion of the field of time!"

"How observant of you," Klokwerk interrupted, a sly smile crossing his face. "I'm touched by how much you're learning about me, but it seems that no amount of knowledge can help you here. Now, if you're done attacking, I'd like to take my turn now," and his horn began to glow once more.

As Klokwerk began his own attack, Twilight frantically searched for what it was. As she scanned with her magic for any other magic, she picked up one signal—a shifting of particles, and it was right on top of them. She was about to scan further and look for what exactly it was going to do, until she was interrupted by a collective shout from her friends. "RUUUN!" She attempted to scatter with them, but it was all too late for her.

Suddenly, the flitting particles all gathered together, forming a wooden base right under Twilight's hooves. She could only watch in horror as three great pillars of the same material sprang from the base, encircling and trapping her. Out of the corner of her eye, Twilight spied Klokwerk smiling—his trap had succeeded. Twilight could only watch in horror as the pillars rose above her, producing another wooden base above her head.

Twilight was caged, but the cage wasn't finished with her yet. Particles continued to fly into place, forming an intricate glass shape inside the trap. As it descended around Twilight, she identified its shape to be an hourglass—fitting, she supposed, but she couldn't help but question if Klokwerk had ego issues.

It was then that Twilight suddenly remembered her situation; she was trapped, and she wanted—neigh, she needed—an escape plan, now! In a panicked effort, she summoned up her own magical energy, setting her horn alight in a bright purple-pink color. With a great deal of focus, she converted the energy into a beam, and fired it against the inside of her cell...to no avail. The glass absorbed the strike as if nothing had happened. Klokwerk threw back his head and laughed—an eerie, nerve-wracking laugh that belonged to a mad-mare—at Twilight's pathetic escape attempt. As soon as he regained control of himself, he added the finishing touches to his trap—he wrote his initials in gold on both bases.

Klokwerk took a moment to stare at his handiwork, and he seemed rather pleased with himself. He was still a little irked he would still have to deal with Twilight's five equally annoying friends, but they would fall just as easily. With his prison fully constructed, his magical skills were freed up, and presently he performed another simple spell—picking up the giant hourglass in its entirety, he levitated it over to his side.

Between shock, alertness, and whatever injuries they may have received, Twilight's friends only now managed to regroup to face Klokwerk—and they were shocked even further to see that Twilight had been caught in his attack. "Twilight!" Despite how badly she'd been hit when she rushed him the first time, Applejack ran at Klokwerk again.

"Ugh, some ponies never learn." For a third time, Klokwerk slowed time around himself, and when Applejack leaped through the air at him, he calmly raised one hoof and stopped her in the air. Before he struck, he spoke to her: "What makes you think that will work when it clearly didn't to start?" Then, with the same hoof he used to stop her, he punched her squarely in the forehead, sending her flying back towards her friends.

This time, however, the group was more ready, and the pegasi of the group sprang out to catch Applejack in the air. Muttering a quiet "thanks" to Fluttershy and Rainbow, she was carefully set on the ground again. She briefly considered another rush, but after reviewing Klokwerk's speech pattern, she decided it would hurt her more than him. Out of ideas herself, she turned to her friends, hoping one of them had a more brilliant plan than a desperate rush. A quick look showed that they were equally clueless—Fluttershy looked on nervously, Rainbow angrily. Pinkie gave a shrug with her two front hooves, and Rarity still hadn't recovered from shock at seeing Twilight had been caught. "Come on, everypony, we cain't leave her hangin' like this—somepony, think!"

The responses she got were what she expected, but not what she wanted to hear at all. "How?! That time field can stop me! There's no way we can hit him fast enough!" "And even though those spells seem very difficult, he doesn't seem tired at all." "I don't think tiring him out is going to work..." "And to top it all off, he's got Twilight! Our best attack has been taken from us! The Princess warned us about this..."

Despite the fact she was no longer standing alongside them, though, Twilight was thinking too. After the whole fiasco of being visited by her future self, Twilight had spent some of her spare time looking into the time spells. She may not be able to use it herself, but surely there was something that might help her out of this mess...That's it! "Everypony, go back to the library! Look for my guidebooks on Starswirl the Bearded! Don't worry, I'll be fine...and it may be your only hope of breaking his field!"

Much to her surprise, and a little to her relief, Twilight's glass prison was not soundproof, and her friends could hear her advice. They nodded amongst themselves, exchanged a few words, and then galloped off towards the library together.

That is, until they were locked in place by the sound of Klokwerk's voice. He had entered an odd silence when he heard Twilight mention the name of the old wizard, but the time had come for him to retake control of the situation. "Oh, yes, run along and get the book, by all means," he sneered, his sinister voice causing the five to swivel around and look back at him. "But first, I have a little speech prepared for you."

Suddenly, Klokwerk drew in a sharp, deep breath. His casual demeanor melted away, and everyone present suddenly remembered just how old he was. He spoke loudly and clearly, without any hint of his sadistic attitude earlier. "Well, you may not know it, but you're about to embark on a very dangerous quest. You may be strong at first...but all things will decay with time. Life forms, buildings, societies...even your precious friendships." The pair of words hung in the air for a long time, long after he was finished, but Klokwerk went right ahead. "Your friend will be faced with a trial, too—I can't even say whose path will be the hardest. If you wish to save her...well, if you think you can save her, the clock is ticking!"

As Klokwerk finished his last statement, he suddenly threw back his head and laughed—a sinister laugh with an undertone of insanity. He jumped up, then slammed down with his front hooves, scattering dust once again and flipping Twilight's glass prison upside-down. Now that she was imprisoned in the top half of the hourglass, its true function sprang forth—but all Twilight could feel was a sudden lightness in her tail. Bringing it into her field of vision, she carefully examined it—and dropped it in shock. Piece by miniscule piece, Twilight's tail was breaking off, and falling into the bottom half of the hourglass. It took both groups a very small amount of brainpower to realize that this was exactly what Klokwerk meant by "The clock is ticking." Setting her horn alight, she picked up the tiny pieces of her tail—she was unsure just what she could do with them, but she would imagine that nothing was worse than letting them fall into the bottom half "I'll hold myself together as long as I can," she shouted to her friends, "now, go!"

Still, Klokwerk's mad laughter continued, even as the remaining five fled the scene. The last thing they saw was Klokwerk laughing beside Twilight's prison, calling down bolts of lightning with his magic.

Information

Spike snapped awake to the sound of thunder echoing throughout the town. Grumpy after being awakened from one of his dreams about Rarity, he somehow found the willpower to open his eyes. "It's not supposed to storm until next Thursday," he complained to no one, and lazily reached over for his alarm clock. "Let's see, should I go back to sleep or...?"

If Spike hadn't been fully awakened by the oddly loud thunder, looking at the clock was enough to finish the job. The three hands of the clock were seemingly frozen—not even ticking in place, simply not moving at all. For a moment, Spike thought this was the correct time, but then he noticed the completely stationary second hand. Used to (and slightly frustrated with) seeing odd things like this in the library, Spike thought he knew what had caused it. "Twilight, did you do something to my alarm again?" That was when he heard the front door open.

He heard a small group gallop in, and tromp all throughout the library. At first, Spike dismissed them as simply looking for a book, but when he heard the sound of books falling off of shelves, he knew that Twilight would be furious. With a great deal of effort, he rose from his bed and bolted downstairs. "Hey, why are you tearing up the library—you, of all people!" he added quickly, after seeing that Applejack, Pinkie Pie and Fluttershy were with this group. "Twilight's going to be furious when she sees what you've done!"

From another room close by came Rarity's voice: "Applejack, be a dear and explain what happened to our poor dragon." With a sigh and an adjustment of her hat, she came to regard Spike with sad eyes. "Twilight's the reason we are doing this, Spike..."

Spike could barely believe what he heard. In more than one place during Applejack's relations of the events, he interrupted with an outburst. "What?!" he would always shout, sometimes interrupting her mid-sentence. "The Elements didn't work?" "You couldn't even land one hit?" "He got Twilight?"

"Yes, Spike, and now we need to find a book that might hold the answer to saving her," Applejack replied with the slightest hint of irritation. Though it was important that he stayed informed, he was beginning to try her patience, especially at this critical moment. "Something about...Swirlstar the...Beard...ly...?"

"Oh, Starswirl the Bearded!" At this, Spike grabbed a ladder, and quickly ran it along the shelves. "Twilight...'borrowed' a few books from his wing after our little trek there. I tried to talk her out of it,but she wouldn't have any of it—something about wanting to be prepared for anything." Spike reached the top of the ladder, and pulled a small collection of very large books off of the shelves. "She took three in total; do you know which one to look in?" He turned to see the three shaking their heads collectively, but as he turned, he lost his footing and tumbled through the air.

With quick reflexes, the triad in the room seized control of the situation. Fluttershy sped over and caught one book in midair—though she was so overcome by the book's weight, she nearly fell with it. Applejack reached out and caught the other two with one hoof, and Pinkie Pie's spastic leaping somehow caught Spike on her back as she fell. "Nice work, gals," Spike thought aloud as he recovered from disorientation, "it's good to know that your collective efforts can solve any problem."

"Well, I'm not sure about any problem," Applejack replied as she set the heavy pair of books on the table. "Hey, Rainbow! Rarity! We found 'em!" And through the door they came—Rarity looking rather sad; Rainbow Dash, frustrated because she didn't find them first. As Fluttershy finally regained control of her flight and set the third book on the table, the group stopped and pondered which book would offer the most help. One book appeared to feature information on all sorts of ancient relics, another's title hinted at dangerous foes and how to defeat them, and the third was an encyclopedia of sorts featuring almost every time-based spell Starswirl had written. Using her wings to shrug to the others, Rainbow Dash opened the book about relics and began paging through. Doing the same with her front hooves, Applejack started flipping through the book about time spells, and before anyone else in the room could speak, Rarity lifted the last remaining book with magic, and carefully used the levitation spell to page through.

After a few minutes, Applejack broke the silence. "Here it is! Says it's a spell that returns time to its normal flow," she explained to the group. "I think it's just what we need to land a hit on that time tyrant! Now, lessee here. 'Restore Time...refer to Relics book, see "Scrolls of Time Restore" '?" Rainbow didn't need to look up to know Applejack was staring at her, and she responded to her silent statement. "Yeah, yeah, I'm goin'!" A few seconds later, she shouted a similar cry, before her face became confused as well. “ ‘Refer to Monsters book, see... "Æon?" ’Who in the hay is that?!"

Almost on cue, everyone's eyes were locked on Rarity. Feeling the pressure of being waited for, the pages of the book began to turn faster. “Sorry, girls, I don’t see their name in the table of contents!” She shouted as she continued to scan the book. Frantically flipping to the back of the book, Rarity saw no mention of Æon's name, and was about to throw the book down in frustration when her keen eyes spotted some very faint writing on the inside of the back cover. Upon closer examination, she saw that the words were actually written boldly—they were just on the other side of the page that helped seal the book together. With a great deal of care, she ran her magic along the sealed edges, and eventually succeeded in splitting the pages. As the book fell open to reveal the concealed page, Rarity nodded to her friends. "Hey, I think I found something!"

Seeing that Rarity had found the correct page, the rest of the group huddled around the book, trying to read along with what she said aloud. In the end, most gave up—the page was very old and worn, and overall, Rarity read faster. " 'If anypony has found this hidden page, they must either be very curious or in desperate need to find the Scrolls of Time Restore. And that means that my worst fears were true all along.' "

" 'See, I...have my reasons to suspect that the alicorn Klokwerk K. Millennia may become a much larger threat than most would think. A much larger threat than I should scare the general populace into thinking exists. "Æon" is the name I have given this potential threat. As a failsafe, should things take a turn to the dark side, I have produced the Scrolls of Time Restore, which together form a spell that will halt all time-field distortion for a few hours—effectively rendering "Æon's" powers useless. Of course, when Klokwerk used his methods to learn about what I had done, he became angry and attacked me, attempting to destroy the Scrolls, as they were "a symbol of distrust."

" 'We struggled briefly, but there was no clear winner, and eventually we both got away from each other. After that small battle, though, I knew the Scrolls of Time Restore would have to be kept somewhere safer than in my hooves—after all, unlike Klokwerk, I would not be around forever. So I took my apprentice and we scoured the land, looking for the most isolated places in Equestria. There, we toiled for months, building temples of stone, metal, magic, and whatever else we could think of. We filled them with the most dastardly trials our minds could conceive and construct. Due to our need to protect it from any disciple Klokwerk may gain, we used everything we could control safely—and a couple things that we couldn't. It's the closest I've ever come to becoming a Dark Mage. Regardless, after we were sure they would be safe there, we placed one Scroll of Time Restore in the deepest location of each temple.

" 'If my suspicions are correct, then I have wasted too much time boring you with details already. There are five Scrolls in total; thus, five temples to hold them. You can find their coordinates on the opposite cover of the book. Celestia speed your journey, and may you save your special one in time.' "

With all the haste she could possibly muster, Rarity flipped the whole book over with her magic and performed the same trick again to the front cover. All that was there was five sets of coordinates—hopefully, the mapping style hadn't changed drastically since the book had been written.

"I call the first one!" Rainbow suddenly shouted. As the group turned to stare at her, she quickly rethought her statement. "Well, the first one is probably the easy one...why don't we send Fluttershy to that one?" Always one to prevent arguing, Fluttershy just nodded her head quietly. "Which means I'll take...that one," Rainbow continued, pointing to the fourth coordinate on the list.

"Because you're too chickenhearted to take the fifth?" Applejack commented with the raise of an eyebrow. "Fine, then—ah'll take that one." Rainbow was about to respond, but settled to release her stress through her wings b y hovering above the ground. Crossing her front hooves, she muttered to herself, "You win this round, AJ..."

With the brash challenge-takers settled down, Rarity lifted her head to speak to the only other pony who had yet to choose her destination. "Well, I guess that leaves you and me, Pinkie—" she was cut off by the sound of Pinkie slamming her hoof into the book. "I choose...this one!" she announced happily, her hoof planted on the third number set. Initially, Rarity was greatly irritated for getting no choice, but a quiet sigh allowed her to regain her composure. "Very well. You all should be very happy that I am a lady, and do not care about being stuck with the second. Now, let's go find out exactly where we're heading."

As Rarity went off to search for a map, Spike decided to raise his objection. "What about me?! I haven't been able to help much the last three times, and I'm tired of sitting around and being useless! What can I do?!"

Applejack turned towards him, unsure what to say. The six friends were used to traveling and fighting with only each other, but she suddenly felt sympathetic for Spike—Ah don't know how ah'd deal with feeling so unimportant. After some thought—and considering what Twilight would say—she lowered her head to talk to him. "Ah appreciate the thought, sugarcube, but there's only five places to go...and, well, it'd probably be faster to get there if we traveled alone. I know I'm not her, but Twilight would want you to stay safe—but, of course, with Klokwerk around, no place is really safe."

Like lightning, it hit her just what Spike could do. "Why, ah bet all of Ponyville is in a panic right now! It's not so much of a help to us, but ah bet you'd be a savior to others if you could direct them to somewhere safe—or at least safer—outside of the city! How does that sound, Spike? Sure, it's not a hero's job, but it's better than sitting around and doing nothing!" Spike didn't respond initially, but eventually, he smiled and shook Applejack's hoof, muttering something along the lines of "baby steps for a baby dragon, Spike".

Soon afterwards, Rarity returned with a detailed map of Equestria. Carefully spreading it out on the center table, she politely stepped back and waited for somepony else to go first. It took no more than half a second for Pinkie Pie to dart to exactly where she had been standing. "Let's see here...seventy two degrees this-way-itude, sixty-five degrees that-way-itude, and forty-nine degrees altitude...wait for a few minutes, aaaaand...BAM!" she finished suddenly, slamming her hoof onto the map and startling the rest of the group. Her method of reading the map was questionable at best, but nopony could complain—after all, she had chosen her destination correctly. "I'm going to be right here, just four hundred and ninety-seven meters below the surface!" she continued, lifting up her hoof to reveal a hot pink tack that had found its mark in the town of Canterlot. Off to the side of the group, Rarity felt a twinge of jealousy.

"Good idea, Pinkie. Ah think we'll be able to handle ourselves, but we should probably mark where we're headed on this here map, case people wonder where we've gone. You don't have any more of those tacks, do you?" To her pleasant surprise, each of the remaining ponies was holding a tack matching their coat's color in a few seconds. As Applejack stepped towards the map, she had to glance several times at the coordinates before she could remember them. "Let's see, I'm going to be...here!" she announced, stabbing her tack down at a rather barren portion of the map, not too far from Appleloosa. "Ah'll have to do some hikin', no matter where ah get off, but ah suppose it's no trouble to me."

Fluttershy had been silent all this time—partially out of respect for the fact that this was a library, but primarily out of fear and nervousness. Eventually, however, she decided to end her agonizing wait, and she trotted up silently to the map. Glancing once at her coordinate set, she traced over the map with her hoof, then carefully placed her tack on the map. When she looked at the surrounding location, she let out a sigh of relief—all she had to do was enter a cave in the Everfree Forest. Though this would probably wind up being easier said than done for her, it was good to know she wouldn't have to go far. When Applejack came over to ask if she was happy it was so close to home, she smiled and nodded. Nervous as she was about going into Everfree alone, at least she wouldn't have to go so far.

"Yes, how wonderful for you," Rarity grumbled, still irritated for fooling herself out of going to Canterlot. "Well, let's see, where am I headed?" Levitating her tack in the air beside her, Rarity looked at her coordinates, then the map. She appeared to be silent and unmoving for a time, but after a great deal of calculation, Rarity gingerly placed her tack on her destination. When she saw where she had hit, she gasped, groaned, and nearly fainted on the spot. Her destination was the peak of a mountain range, in the countryside between Ponyville and Canterlot. The only verbal comment the rest of the group could hear was "not fabulous."

"Yeah yeah yeah, big deal. Now it's my turn!" Rainbow hovered over to the map, and carefully inspected her coordinates. After about thirty seconds, the group became puzzled as to why she goes going so slowly. Suddenly, Rainbow whirled around to face her friends, and shouted, "The Lightning Dragon!"

Her friends just stared back at her in confusion. "The Lightning Dragon? What's that?"

"Yes, the Lightning Dragon!" Rainbow exclaimed back as she flew up to her standard hovering position. "All that's listed here is an altitude coordinate, but I know for a fact that at that exact height is the eye of the massive mystical storm, the Lightning Dragon!" When their incredulous stares did not lessen, Rainbow shrugged. "Okay, so I was an egghead about storms long before I was one about books, but that's not the point! Anyway, nopony's ever successfully flown to the eye of this storm and out again, but it looks like I'll have to be the first. Last I checked, it was in the countryside between here and Neighagra Falls—"here, Rainbow stabbed her tack into an empty portion of the map that she would cross on her way there—"but I'd better check with the Cloudsdale Weather Watchers, just to be safe."

"If we all know where we're headed, then, let's hit the road. In case ya don't remember, every second counts here!" Before scattering to their own separate needs, the six hurried back to town square, where the situation hadn't changed. There was still practically nothing in the bottom half of Twilight's hourglass prison, but Klokwerk was still there, horn ablaze should they launch another feeble attack. He was rather surprised when they didn't, but equally irritated by what they did instead: they shouted a very important message. "Don't worry, Twilight!" "We read those books, and we know how to save you!" "We've just got to run somewhere else, and get the pieces of something we need!" "We'll be back before you know it, so hang on!" Twilight didn't know exactly what they referred to, so she just smiled weakly and whispered, "be safe." Unsure if they had heard her, she went back to putting all of her focus into her spell.

And with that, the race against time was on. The six quickly dispatched—some headed home to frantically gather whatever supplies they might need, others headed towards a checkpoint on their journey there, and one left to walk the streets of Ponyville.