Starfall

Chapters

Prologue
Stargazing Twilight
Invasion of the Astrals
Enemies of the Past
Courage
Fire in the Sky
The Battle of Ponyville
Epilogue

Prologue

“Legend has it that on the longest day of the thousandth year, the stars will aid in her escape...”- Equestrian legend of Nightmare Moon

Prologue

In the gardens of Canterlot, the two Princesses of Equestria walked side by side. The finest landscapers, gardeners, and groundskeepers in the kingdom painstakingly labored to create a true wonder of flora worthy of royalty. Indeed, the gardens were one of the most popular tourist destinations in Canterlot. Unfortunately, the Princesses were now too engrossed in conversation to appreciate their surroundings.

“I desired the power to act upon my malice and hatred. My hatred for you and all of our subjects. They were only too happy to oblige me. It was by their power that I was able to escape my imprisonment. I gladly accepted it at the time, not caring where it came from. I was careless, sister.”

The Princess of the Night looked down at her hooves ashamedly. She had been dreading this conversation, but it was a necessary one.

“You were not yourself, dear sister,” said Princess Celestia assuredly. “Perhaps Nightmare Moon would make deals with such vile creatures, but that is not who you are. You are Princess Luna, the Protector of the Night and Defender of all Equestria. I know you, the real you, and you never would have betrayed your duties so willingly.”

Ever since her restoration, Princess Luna had hoped to live for the future, putting the shadow of Nightmare Moon behind her. But in her heart, she knew that a greater threat to all of Equestria still laid hidden. It had tried to use her, and had the Elements of Harmony not cleansed their influence, she would have been a willing servant to their desires. Fortunately, Twilight Sparkle and the other bearers of the Elements of Harmony ended the rampage of Nightmare Moon. For the first time in one thousand years she was herself, the true Princess Luna.

“It is difficult to explain,” she began. “I shall never be able to forget being Nightmare Moon. I can still remember her contempt, her ambition. It is as though she still lives in my head, torturing me as a reminder of how far I once fell. It is a punishment I deserve. But it is not Nightmare Moon I am worried about. She was just the beginning of their ambitions.”

Celestia stopped to admire a particularly bountiful rose bush.

“You believe they had a hoof in breaking the seal on Discord as well, don't you?” she asked.

“I do,” responded Luna. “I fear they are growing bolder with each failure.”

“We will always remain vigilant to safeguard Equestria.” said Celestia firmly. “We are strong, sister, and the Elements of Harmony rest in very capable hooves. For now, our subjects are happy and safe. We can ask for no more than that.”

The Princesses continued their walk through the garden, changing the topic to more pleasant matters. For now, Equestria was safe. For now, the sky betrayed nothing of what awaited beyond the stars.

For now.

Art used: http://browse.deviantart.com/?qh=&section=&q=window+of+the+demigods#/d4owq5r

Stargazing Twilight

It was a crisp, clear autumn night in Ponyville, one perfect for stargazing. Twilight Sparkle was never one to pass by such an opportunity, and so she and her loyal assistant Spike had set up her telescope for a little late night study session.

Twilight wiped the eye piece of the telescope clean before looking once more out into the night sky. Legends say that long ago, Princess Luna rebelled against her sister and their subjects because they were unable to appreciate her beautiful nights. As Twilight beheld the awe inspiring wonders of the heavens, she felt she could understand Luna's frustration. Countless sparkling stars floated amidst the arms of galaxies, reaching out into infinity. Looking out at the enormity of space, Twilight couldn't help but feel humbled.

“Come on, Twilight” complained a voice, dragging Twilight back down to earth. “We should have been in bed hours ago!”

“Oh, but Spike,” said Twilight. “It's so beautiful out tonight. The sky is the clearest I've seen it in months! Just give me a little longer.”

Spike groaned and muttered something under his breath. Twilight couldn't help but smile a bit at the baby dragon's crankiness. He was a brilliant assistant, to be sure, but a sleepy, cranky baby dragon wouldn't be of much use to her.

“Alright, you win. Go ahead on to bed. I just have one more thing I want to look at, and then I'll follow after you. I'll take care of the clean up myself.”

Spike let out a deep yawn and stretched out his arms. “If you say so, Twilight. Don't stay up too late, okay?”

“Don't worry, I'll be fine. Goodnight, Spike.”

Content, the baby dragon lazily clamored off to bed.

Twilight could feel her own eyelids growing heavy, but the night was so clear. That's what had made her so giddy about this night's studies. She hoped it would be clear enough to see the Pony's Head Nebula.

Back in Canterlot, she had read all about the legendary nebula in a tome written by Star Swirl the Bearded. He believed it emitted a strong aura of magic and could enhance the abilities of unicorns on clear nights. Twilight had tried to find the nebula many times, but the lights of Canterlot made it difficult to observe anything beyond the closest starts. Out here in Ponyville, away from the lights of the city, she had a better chance than ever.

Twilight double checked her almanac for the right coordinates, and adjusted the telescope. Even with a magically enhanced telescope, it was difficult to see much of anything at first. Then something began to come in focus. Twilight adjusted the eye piece, and the object became clearer. At first it appeared to be just a small burst of light. As she continued making adjustments, more details came into focus. The light was tinted red, glowing brightly from inside the cloud of the nebula. Along the bottom of the cloud, the edge bent inwards into a shape that vaguely resembled the head of a pony. A few stars seemed to sparkle brightly from inside the pony's head, entrancing Twilight. In fact, they weren't just softly glowing, they were moving about within the Pony's head, a phenomena she had never seen before. She wrote down her observations and returned to watching the strange dance amongst the stars.

It was some time before Twilight realized how late it had become. As quietly as she could, she made her final notes, gathered up her books, and returned them to their shelves in the library. She let out a yawn, and climbed the stairs up to her bedroom. Spike was curled up in his little bed, sleeping contentedly. Twilight quietly pulled herself into her bed and buried herself under the covers. She closed her eyes and let her mind drift into sleep.

The stars were shining brightly as Twilight floated gently through the night's sky. Below her was Ponyville, quiet and peaceful under the blanket of darkness. She briefly considered flying down to look in on her friends, but the stars called out to her. She zoomed upwards into space, pausing only momentarily to admire the curvature of the Earth.

As Twilight soared past the moon, she observed how lonely and barren its surface was. How alone Princess Luna must have felt there during her banishment. The thought of the Princess looking down on Equestria as her own subjects slowly forgot she had ever existed made Twilight well with pity. A few tears streamed from her eyes and down her cheeks, before floating off into space.

Off in the distance, there blazed a dazzling red light. Could it be? Twilight took off towards it, moving at incredible speeds even Rainbow Dash couldn't imagine. Planets, stars, and even galaxies blurred past as Twilight drew closer and closer until at last...

Twilight gasped at the tremendous beauty the cosmos had laid out before her. A massive cloud of gasses and stardust glowed bright red, contrasting with the stark blackness of space. Twilight observed the edge of the cloud where she had seen the pony's head, but now it was far clearer. It wasn't just a vague abstraction, the nebula's shape perfectly formed the head of a pony, right down to the fiery mane. It was an awe inspiring sight.

A few lights began to shine from within the pony's head. Curious, Twilight dove down. The lights continued to sparkle, even as the rest of the stars in the universe began to dim, eventually vanishing entirely. Soon, the only things Twilight could see were the sparkling lights and the fiery outline of the pony's head as it cast a red glow over her. As she approached, the sparkling lights also began to fade, until Twilight could no longer see them. She felt strangely lonely in the smoldering red glow.

Then a small light blazed forth from the darkness. Twilight watched cautiously as the light grew in luminosity, and to her astonishment, took the shape of a pony. This star pony shined whiter than anything Twilight had ever seen, except for its eyes, which glowed dark crimson. It began to approach Twilight.

“Um, hello there?” said Twilight experimentally.

The star pony didn't respond. Instead it stuck its muzzle out, apparently smelling the area around Twilight.

“Excuse me, can you understand me?” asked Twilight.

The star pony simply looked at Twilight before gliding back a little bit. It then looked up and opened it's mouth, letting out a strange cry. It sounded similar to a stricken bell as the noise continued out into space.

Several more lights flared into existence, quickly turning into pony shapes themselves. Twilight must have counted several dozen of the star ponies. All of them were very intently gazing at Twilight.

They were waiting for something. Twilight wished she could ask what they wanted. Maybe she could improvise a spell for communication? Her horn began to light up as she prepared to cast something.

Suddenly, all of the star ponies made the same sniffing action as the original had before tilting their own heads back. They let out their own cries of varying pitch and volume. Together they were quite overwhelming, almost painful. The star ponies all drew closer to Twilight. One star pony separated itself from the others and approached Twilight face to face. Twilight felt uncomfortable as she looked into its glowing red eyes. She floated back a little.

Without warning, the star pony charged directly at Twilight. Before she could even think to dodge it, it was already upon her. Except it was suddenly nowhere to be found.

The remaining ponies let out more cries, and prepared to charge Twilight themselves. All around her, more lights were blazing into existence.

“Wait!” pleaded Twilight. “What are you doing? What did I do?”

Another star pony charged Twilight, and it also vanished upon impact. Twilight felt completely bewildered at their strange behavior.

Yet another one charged Twilight, and then several began to charge at once.

“TWILIGHT!”

The voice that had called her name was extremely loud, more so than the strange cry of the star ponies. Twilight looked around for its source, but didn't see one. The voice seemed to have come from everywhere. Several more of the star ponies had charged into Twilight.

“TWILIGHT, YOU HAVE TO WAKE UP! Please, Twilight!”

Twilight felt herself moving. More star ponies tried to charge her, but she was being pulled away fast. The red glow of the nebula slipped away as she felt herself hurtling back through space, back towards the moon, then Ponyville, before finally catching a glimpse of her own sleeping body being shaken awake by Spike.

Art Used: http://browse.deviantart.com/?q=Space%20Twilight&order=9&offset=96#/d43srxa

Invasion of the Astrals

“Come on, Twilight! Please wake up!” pleaded Spike. Twilight opened her eyes. She looked up at her assistant, who looked more distressed than she had ever seen him.

“Wha-Spike? What is it?”

“Thank Goodness you're awake! There's these things running around, and they're wrecking up Ponyville!”

Twilight was trying to focus her thoughts. “What are you talking about, Spike? What's wrecking up Ponyville?”

“I've never seen anything like them before. They look like ponies made out of light or something.”

A cold terror gripped Twilight's chest. She stepped off of the bed before noticing an entire wall of the library was missing. Strewn about were burning pieces of wood and charred books.

“Where did these things come from, Spike?”

Spike hesitated. “Um, Twilight? They came from you.”

The terror in her chest turned to panic. “Come on! We've got to go help Ponyville!”

Spike jumped on to Twilight's back as she sprinted out into Ponyville.

The entire town was in chaos. Many of the buildings were on fire, including Sugarcube Corner and the Carousel Boutique. Floating about the city were the star ponies, just as they had looked in the dream. Some were flying into buildings, demolishing walls and setting them ablaze. Other were chasing after ponies, who were fleeing in horror. At least one star pony was using some kind of magic to rip the roads up for no logical reason.

“What are we going to do?” asked Spike, clearly shaken.

“I...I don't know Spike. Maybe some water would cool them down...”

Twilight noticed a wheel barrow nearby, and used her magic to move it to the stream that ran through Ponyville. She filled the barrow with water, and flung it towards a star pony. It dodged with incredible speed.

Suddenly, several star ponies dropped what they had been doing and ran towards Twilight. They began to charge...

“TWILIGHT!” screamed Spike.

This time, they had definitely impacted her. Twilight felt herself leave the ground before slamming into a building 20 yards away.

Two things pained Twilight greatly. First, there was a searing burn where the star ponies had rammed her. Second, she felt a crack in one of her hind legs, which was now throbbing painfully.

Twilight looked up to see they were coming at her again. She tried to stand, to flee, but slumpt back down as soon as she tried to put weight on her leg. She tried to teleport, but couldn't concentrate. There wouldn't be an escape. The red eyes of a star pony looked into Twilight's, then it began charging.

“TWILIGHT SPARKLE!”

This was a different voice, one that resonated with power. Suddenly, a great dark pony dropped from the sky, crushing the charging star pony beneath her hooves. A heavy aura of magic filled the air as she chanted something quietly. Suddenly, a dark web blasted out of her horn, ensnaring three of the star ponies. They struggled, but the web shrank and hardened. The star ponies flared brightly for a moment, then crumbled into ash.

“Princess Luna!” cried Twilight. The alicorn turned her head towards Twilight.

“Twilight Sparkle,” responded the Princess. “There is no time to waste, we must get the subjects to safety before this entire village is incinerated.”

“But what are they?”

“There is no time! Quickly, you must get up!”

“I...I can't,” said Twilight, looking at her back leg.

“You are injured,” observed Princess Luna. “Allow me to help you.” The Princess pointed her horn towards Twilight's leg. A healing sensation washed over it, but the pain didn't disappear entirely.

“I have done what I can to mend your leg. I am sorry, but you will have to endure the pain for the time being. I have also warded you against the damaging heat of the enemy."

“Thank you, Princess.”

“Thank me by saving my subjects from the astrals, Twilight Sparkle.”

In the distance, Twilight heard a familiar scream.

“Rarity!” she yelled.

“Go to her, Twilight! But be warned, if the astrals sense you utilizing magic, it will enrage them.”

Twilight nodded and dashed off towards the Carousel Boutique. Her heart sank like a stone when she saw how ferocious the fire had become. She reared her legs and kicked down the door. The heat was intense within the dress shop. Fabric was burning everywhere. All of Rarity's beautiful dresses were gone. And that wouldn't mean anything if Twilight couldn't find Rarity. She heard the scream again, and followed it into the kitchen.

Two star ponies, or astrals as the Princess had called them, were cornering Rarity. A blue light engulfed plates, chairs, and even pieces of food as Rarity telekinetically hurled them at her assailants.

“Wait, Rarity!” yelled Twilight. The astrals took a charging stance. She had to do something...

A table surrounded in magenta light slammed down upon them.

“Run, Rarity!” screamed Twilight. “Get out of here!”

“Twilight! But my shop! My home...”

“Can be rebuilt! You can't!”

The table smoldered and split open. The astrals rose from the debris, eyes dead set on Twilight.

Suddenly, water pipes burst through the walls, encased in a Twilight's magenta aura. Water shot out into the kitchen, spraying right into the astrals. Steam hissed as the astrals let out a terribly cry.

Taking advantage of the distraction, Rarity and Twilight fled the shop together. Once they were outside, Twilight took assessment of the situation. Princess Luna was in the town center, still battling against the astrals. She hoped they were not overwhelming her. In the skies, the pegasi were evacuating everypony they could find. Among them was Rainbow Dash, who swept down when she saw Twilight and Rarity.

“Thank Goodness, you guys are alright!” said a relieved Rainbow Dash.

“For the most part,” said Twilight. The pain in her leg still persisted, and she noticed just how visible the burn in her coat was.

“You guys gotta get outta here!” demanded Rainbow Dash. “Everypony's evacuating to Sweet Apple Acres.”

“What about Ponyville?” asked Rarity. “Surely we can still save our home!”

“I dunno,” said Rainbow Dash. “Luna's keeping as many of them busy as she can. She's tough alright, but so are those things.”

“So we're here,” started Rarity, “But what about the others? I can only assume Applejack is still at the orchard, but what about Pinkie Pie and Fluttershy?”

“We got Pinkie out just in the nick of time,” said Rainbow Dash. “The rest of the Cake family too. As for Fluttershy, poor girl's terrified but safe for now. I think she's most worried about the animals.”

Rarity turned towards Twilight. “Come on, darling. We need to meet up with the others.”

“You go on ahead,” said Twilight. “There's something I have to do.”

“Twilight, what are talking about?” asked Rainbow Dash, but it was too late. With a pop, Twilight had teleported away.

Art Used: http://browse.deviantart.com/?qh=&section=&q=twilight+sparkle+on+fire#/d48785d

Enemies of the Past

It didn't matter how many she put down, they just kept coming. Princess Luna was quickly becoming exhausted, and the dawn was still some time off. A heap of ash that had been several astrals began to glow brightly, and the wretched beings flared back into existence. She prepared herself for another round of battle.

Suddenly there was a white flash, and Twilight Sparkle appeared before her.

“Princess!” exclaimed Twilight Sparkle. “I need to talk to you!”

The astrals were gathering, eyes fixed upon the purple unicorn. Princess Luna pointed her horn to the ground beneath the astrals. Several shadowy hands emerged from the earth and gripped the astrals, pulling them down below.

“That will not buy us much time,” said the Princess. “It was very foolish for you to have come here, Twilight Sparkle. This is not your fight.”

“Actually, Princess, I think it is.”

Luna gave Twilight a perplexed look. “Then explain, quickly!”

“I don't know how it happened,” started Twilight. “I had a dream where I was flying through space. It was beautiful. All I wanted to see the Pony's Head Nebula, but when I got there I found these things. I tried to talk to them, but then they flew right through me and disappeared.”

Luna uttered an ancient curse Twilight had never heard before.

“How many?” asked Princess Luna. “How many of the astrals flew into you?”

“At least a couple dozen,” said Twilight.

“Then we are lucky, because the full horde contains thousands. Twilight Sparkle, your magical power truly is incredible if this is true. It means you were capable of astral projecting, something very few have ever done.”

“But how is that possible?” asked Twilight. “How can I use magic I've never even heard of?”

“If I had to guess, it was likely a manifestation of your love of the stars. I can understand such appreciation for the beauty of the night. When you went to sleep, your mind was still clinging to the stars, and so you unknowingly projected your consciousness outside of your body.”

“Then how were the astrals able to use me? What do they want?”

“We've long suspected the astrals of being able to subconsciously influence the dreams of ponies with a love of the stars. That is their domain. They may be how you learned to astral project, even if you don't remember learning it. It was diabolically clever of them. You see, Twilight Sparkle, when you project your consciousness, your mind remains anchored to your body. They used that link as a gateway to Equestria."

"When have you seen these things before?" asked Twilight.

"Long ago, these horrors appeared in Equestria. Celestia and I worked together with the last of the Draconequus to wage war against them. It was a very long, very costly struggle.”

“Draconequus?” said Twilight, shocked. “You don't mean...”

“Your assumption is correct, Twilight Sparkle.” said Luna sadly. “He was a noble ally and a friend. But the astrals are beings of entropy and destruction. Their influence broke our ally's mind, corrupting him into the chaos spirit, Discord.”

For the first time, Twilight felt a twinge of pity for the fallen draconequus. He wasn't always so bad. He never even had a choice.

“What did you do, Princess? How did you defeat the astrals?”

“Together, Celestia and I were eventually able to seal them in a place beyond the sky, where we thought they would never be able to escape from. It seems we were wrong.”

The ground began to rumble, as blazing hooves burst forth from the earth.

“What do we do, now Princess?” asked Twilight.

“We keep them busy! I am at my strongest during the night, and Celestia is at her strongest during the day. At dawn, we will both briefly be at our full power, and together we shall banish the astrals once more.”

“Why won't Celestia raise the sun now?”

Luna looked a little bit ashamed. “Because of me... In order to ensure harmony in Equestria, both my sister and I have bound ourselves to an oath to never again interfere with the natural cycle of day and night. She is as unable to end the night before its time just as I am unable to perpetuate it. In all things, order must be preserved.”

A blazing white circle of astrals now surrounded Luna and Twilight. Together, they stood side by side, preparing for their attack.

But the astrals didn't move. Instead they tilted their heads up and cried out in unison. It sounded like dozens of bells ringing simultaneously, amplified one hundred times over.

“What are they doing!?” screamed Twilight.

“They must be trying to rally all of their stray brethren for an assault. It should not be too dire, Twilight Sparkle, I believe most of the astrals that escaped imprisonment are already here.”

The astrals lowered their heads and held their ground. Twilight wondered why they didn't charge.

“Look, Princess! The sky! It's...dawn...”

The sky had indeed begun to grow lighter. In any other given situation, Twilight would have believed the sun was about to rise.

“That is impossible!” said Luna disbelievingly. “Celestia surely has not found a way around our oath!”

“No, she hasn't!” exclaimed Twilight. “Look there!”

Hanging in the sky, growing larger each second, was a massive ball of fire. Contained within the inferno were hundreds of small lights.

“It can't be!” exclaimed the Princess.

“They can summon their own, can't they?” asked Twilight. Her voice sounded empty, lost in the sight of the approaching herd.

Luna looked out at the destruction the astrals had already created in Ponyville. This was no longer a fight to save the village. It wasn't even a fight to save all of Equestria. If they failed, it would mean the end of the world.

“Where is Princess Celestia?” asked Twilight, her voice weak.

“Organizing our last hope.”

Art Used: http://browse.deviantart.com/?qh=&section=&q=Princess+Luna#/d4djxmy

Courage

Princess Celestia stepped out of her palace and into the royal Canterlot gardens. Her elite guards were already present and in formation. Stout unicorns, pegasi, and earth ponies alike stood at attention. They had been called from their homes, away from their families, without warning and in the middle of the night. Many of them looked nervous. The last time such action was required, a malevolent chaos spirit had broken free of his prison.

As the Princess walked to the front of her guards, they all bowed their heads low.

“My dearest and most loyal protectors,” she began. “I look upon all of you with great pride. Now is the time for courage, my friends. Below in Ponyville, Princess Luna is already battling an ancient and terrible enemy of Equestria. This enemy is like none you've ever prepared for. They do not know fear or pain. They are powerful and cannot be defeated by traditional means. They are creatures from the stars, and follow no reasoning we can comprehend.”

The soldiers stood resolute. They knew they must stay strong for the Princess.

“When we arrive in Ponyville, I am trusting you with the most important of all tasks. You must defend Luna, as well as the bearers of the Elements of Harmony, from the creatures. I will not lie, they are both brutal and unmerciful. I can provide you with some means of protection, but this will not be a battle we can win through strength of arms.”

Celestia tilted her horn towards the crowd, as a yellow aura washed over them. It was a shielding spell, one that would protect them from the fiery bodies of the enemy.

“Soldiers of Equestria, what say you?" shouted Celestia to the guards. "The enemy seeks to destroy everything you hold dear. Will you allow this?”

“No!” resounded the royal guards.

“Today, legends are born that will last through the ages. Shall they speak of our finest hour?”

“Yes!” roared the guards.

“Then go, my faithful protectors! To Ponyville and to victory! For Equestria!”

“For Equestria! For Equestria!”

The pegasi took off first, with Commanders Spitfire and Soarin' leading the charge down to Ponyville. The earth ponies and unicorns would have to board the train, which was magically enhanced in this state of emergency to travel at incredible speeds.

Celestia knew she would soon join her guards in battle. First, however, she would have to make a detour. Beside her lay a jewel encrusted chest. She lifted it with her magic, raised her great white wings, and took off into the sky.

It broke Applejack's heart to see all of these downtrodden refugee ponies. When they had heard about the terrible fires and strange creatures up in Ponyville, she and the rest of the Apples were immediately willing to offer up their home to the displaced ponies. But far more had come than she had anticipated. It seemed that all of Ponyville had shown up. And now there was that huge fiery thing in the sky getting bigger by the moment. Whatever was happening up in the town, it must have been something terrible.

Applejack noticed her rainbow maned friend approaching from the orchard. She hoped she had news from Ponyville.

“Howdy, Rainbow,” said Applejack. “What's the word up in Ponyville?”

“Everything's a mess,” replied Rainbow Dash flatly. “Those light creatures are working to level the entire town, and they've got a pretty good start. I think Twilight and Princess Luna were trying to fight them, but they just won't stay down.”

“That's awful bad news then,” said Applejack sadly. “We can't just let this happen, not without tryin' to do somethin'!”

“What can we do?” asked Rainbow Dash pleadingly. “We can't even touch them without being burned!”

“This is real bad,” said Applejack. “I think it's Elements of Harmony bad.”

“Yeah, but they're all the way up in Canterlot at the castle!” said Rainbow Dash. “By the time we got there and back, whatever's up in the sky is going to have flattened all of Ponyville!”

“I think we gotta try!” said Applejack. “Otherwise this'll all just happen in the next town, and then again 'til there's nothing left in all Equestria!”

“I see you point,” admitted Rainbow Dash.

“Um, excuse me.”

Applejack and Rainbow Dash looked over to see Fluttershy, Rarity, and Pinkie Pie had joined them.

“We've got to get the Elements, guys!” shouted Pinkie Pie. “Those creeps tore up Sugarcube Corner! Nopony gets away with destroying the coolest thing in Ponyville! Also, it's my home!”

“I agree with Pinkie Pie,” said Rainbow Dash. “I simply cannot stand to see such creatures running amok and hurting so many ponies. Whatever the cost, we must find a way to help everypony.”

“Yes,” agreed Fluttershy. “After what they did to poor angel...”

“What happened to Angel?” asked Applejack worriedly.

“It's just so... look for yourself,” said Fluttershy, nodding her head towards the rabbit.

Angel had an annoyed expression on his face as he looked down at his bandaged foot.

“Um...” said Applejack. “Right. Okay girls, we've got to get to Canterlot. Big Macintosh and Granny should be able to take care of the ponies here. We'll have to go without Twilight, as she's up in Ponyville with Princess Luna, but she's tough, and we'll find her when we get back. Are you ready?”

“Of course!” said Rarity.

“Always!” said Rainbow Dash.

“Yippee!” said Pinkie Pie.

“Yes, I think so,” said Fluttershy.

“I think I can save you the trip.”

The ponies turned around to see Princess Celestia herself, right here in Sweet Apple Acres. All five of them immediately bowed.

“I believe you were looking for these?” said the Princess, producing the chest of the Elements of Harmony.

“Yes!” cried Applejack. “Thank you Princess!”

“Come girls,” said Celestia. “I'll teleport all of us up to Ponyville. Have courage, for the battle will not be an easy one.”

“We'll take whatever they can throw at us,” said Rainbow Dash proudly.

Art Used: http://browse.deviantart.com/?qh=&section=&q=Elements+of+harmony#/d45y074

Fire in the Sky

The skies of Equestria were burning. It would not be long before the countless herd of the astrals arrived.

In the wreckage of Ponyville, the invaders had gathered to greet their brethren. Only two ponies remained behind amidst the ruin they had created.

“Why don't they attack?” asked Twilight.

“Because they believe they have already won,” answered Luna. “They know once their brethren arrive, we will not be able to stop them.”

In the distance, the earth rumbled as the first of the new astrals made landfall.

“We have to try!” insisted Twilight. “We can't just let them win!”

“No,” said Luna. “We can not. I shall defend my kingdom to my last breath, as I expect you would.”

“But there has to be a way to win!”

Luna looked towards the horizon. “Look, Twilight Sparkle, towards the sky.”

“I've seen it! The astrals are here, and it's all my fault! I get it!”

“No, it is not the astrals.”

On the horizon, dozens of dark shapes were moving closer and closer to Ponyville. As they drew closer, Twilight realized they were no longer alone in this fight. It was the pegasi guard of Canterlot, come to battle. Then Twilight noticed the train coming in from Canterlot, going at a speed she would have thought impossible.

The pegasi arrived first, landing directly in the town center with Twilight and Luna. The astrals still did not stir.

“Your Highness!” shouted one of the pegasi, garbed in an electric blue flightsuit. Twilight recognized her as Spitfire of the Wonderbolts. “On our way in, we have seen many, many more of these things. They are crash landing all over Equestria, and seem to be running here!”

“Excuse me,” said another pegasus, garbed in armor. “Your Highness. We are prepared to face any threat in the name of Equestria. Reinforcements are arriving by train from Canterlot. For the time being, what is your command?”

Luna looked out at the pegasi, assembled and ready for her orders.

“Well met, Commander Spitfire and General Striker. I assume you have been briefed on the stakes?”

“A good soldier never enters the fray without good intel, ma'am,” said General Striker.

Luna turned her attention to the circle of astrals gathering around them.

“We are vulnerable and surrounded in our current position. We must escape and meet our reinforcements at the train station. That will mean fighting through their lines. It is a grim task, but if we do not move now, they will soon be too numerous. I assume you have all been given protection by my sister?”

“We have, ma'am.”

“Then let us charge!” shouted Luna, already taking off towards the astrals. Twilight and the pegasi followed behind her.

The astrals stared out at the oncoming ponies. Their burning eyes betrayed no hint of fear. Several of them rose into the air, ready to challenge the ponies.

Spitfire slammed hard into one of the astrals, hurtling them both to the ground. Several Pegasi followed suit, taking advantage of their heat protection to physically dive their enemies.

Inbetween devastating kicks and utilizing the more practical abilities of her sharp horn, Luna peppered the astrals with a variety of dark spells. She cut through their ranks at incredible speeds.

Twilight followed behind the Princess. She had never trained in combat magic like the unicorn guards of Canterlot, but crushing the astrals with the debris around them seemed to be working just fine for the time being.

Spitfire screamed as the astral bucked her off and back into the sky. She stabilized herself, and then flew back down towards her opponent. It quickly dodged, and she nearly crashed into the ground. As she pulled herself out of the dive, a powerful blow slammed her flank, throwing her balance. She tilted her momentum into a roll, then turned about back towards the battle.

“You're pretty fast, aren't ya?” shouted Spitfire. The astral was silent.

“Well I've got news for you,” she shouted as she launched herself towards her opponent. “I've craved speed since I was a foal!”

The astral dodged her charge again, but Spitfire shifted her pattern upwards, looping around for another attack. Her projected hoof caught the astral across the face.

“I beat every arrogant, hot-shot upstart at the academy, and finished first in class!”

Another hoof connected against the astral's head.

“I spent hours every single day flying that same damned course, building my speed, and my agility, and my strength! That's why nopony, not even some freak from beyond the moon, gets the best of me!”

Spitfire spun her body about in the air, and launched her back hoof into the astral. It fell several feet before trying to recover. It never got the chance, as the speeding frame of Spitfire fell upon it, throwing them both towards the ground. It was too late for the astral to act. It impacted upon the earth, crushed between the ground and Spitfire's force.

Spitfire turned towards the rest of the astrals.

“MY NAME IS SPITFIRE! I AM THE CAPTAIN OF THE WONDERBOLTS AND THE BEST DAMNED FLYER IN THE UNIVERSE! NOW WHO'S NEXT?”

Another Pegasus in a blue flight suit landed next to her.

“Uh, Spitfire?”

“What, Soarin'?” she demanded.

“I think you got their attention.”

Ten of the astrals took to the air and charged them.

“Me and my big mouth,” lamented Spitfire.

Art Used: http://browse.deviantart.com/?q=Spitfire&order=9&offset=120#/d4fufah

The Battle of Ponyville

They had to have destroyed dozens of the wretched things, but their attacks were not letting up. For every astral Twilight crushed, four more would join the fray. Luna was doing the most damage to them, but that only made her their top target. And the worst part was that only a few of the astrals were actually fighting at all. All around Ponyville, the rest of the herd were simply watching as their numbers continued to swell. They were toying with the ponies.

The had fought their way to the train station. By the time they had gotten there, the train had arrived, and the earth ponies and the unicorns were now battling the astrals as well. Twilight had been in fights before, but never a battle. In the fray of things, surrounded by enemies, there was no clever out or ploy. There was only the instinct for survival, and the desperate need to stop the enemy.

A terrible cry filled the air, drowning even the noise of the battle. It was the same cry the astrals had made when Twilight first met them. At once, the astrals stopped fighting. All of the ones that weren't already in the air lifted into the sky.

“What are they doing?” panted Twilight.

“I...I don't know.” said Luna, just as confused as Twilight. “Whatever it is, it is calling all of them. Look!”

All of the astrals were running away towards the same place. Some were even running past the ponies, ignoring them completely.

There was a light flash. Expecting anything, Twilight braced herself. There was a sound of several ponies hitting the ground.

To her relief, it was Princess Celestia. And not just the Princess, but also Applejack, Rainbow Dash, Rarity, Fluttershy, and Pinkie Pie. The royal guards bowed their heads.

“There's no time for that!” shouted Celestia.

“Princess!” cried Twilight. “Girls! You're all here! And are those... the Elements of Harmony!”

“We couldn't let you fight this all alone,” said Rainbow Dash.

“Shoot, Twilight,” said Applejack with concern in her voice. “You sure look like you've had some night.”

“Her and all of Ponyville from the looks of it,” observed Rarity.

“Listen to me,” said Celestia sternly. “I will soon raise the sun, and for a brief moment, both Luna and I shall be at our strongest. Twilight, you and your friends must use the Elements of Harmony to aid us we reseal the astrals in their prison beyond the stars.”

“Isn't there a way to destroy them?” asked Twilight.

“I'm afraid not,” explained Celestia. “The astrals are immortal beings of pure chaos. Physical destruction only temporarily stops them.”

“But if even one escapes from banishment, the entire herd will follow! We just can't let this happen! They're too numerous!”

“My dearest student,” said Celestia in a softer tone. “What would you have us do? I know how it sounds, but that's our only option.”

“Uh, begging your pardon,” interrupted Applejack. “But these, ya called 'em astrals? I don't think they're too numerous anymore.”

“What are you tal-” began Celestia, but she quickly trailed off.

In the center of where the astrals had converged, a massive figure was emerging. The astrals threw their bodies into it one by one, and it grew as they became a part of it.

“Oh dear,” mumbled Fluttershy.

“It's HUUUGE!” exclaimed Pinkie Pie.

The last astral threw itself into the Behemoth. Silence fell across the land.

It rose. It was larger than any dragon Twilight had ever seen. It had the same pony-esque shape as the astrals, but its mane was a distinct swirling crimson, and its eyes did not glow at all. They were completely black.

It took a step forward. All of Equestria shook. Its mouth opened, letting a blazing inferno that scorched the air in front of it. Then came the roar. Such a noise was almost indescribable as sound. It was if the universe itself were being torn.

Celestia's mouth was moving, but Twilight couldn't hear anything. The chest of the Elements of Harmony opened, and a yellow aura moved the Element of Magic to Twilight's head. Likewise, the other elements attached themselves to her friends.

Celestia slowly rose into the sky. She pointed her hooves out to the horizon. The Behemoth took notice. Her eyes filled with light as she lifted her hooves into the air. A small sliver of the red morning sun began to rise into the sky. The ground trembled violently as the Behemoth took steps towards towards Celestia. She slowly floated back down towards Earth.

“Prepare yourselves!” shouted Celestia. The royal guards took position in front of the Princesses and the bearers of the Elements of Harmony. The unicorns filled their horns with magic in anticipation of attack, as the pegasi hovered in the air, ready for anything.

The behemoth was now close. It looked down, expressionless, upon the ponies.

A spear of dark blue energy shot out at the beast, piercing its shoulder. The behemoth let out another roar that didn't so much drown them in noise as it did remove all other sound around them. The air around them ignited.

At once, Twilight felt the Elements activate. Energy flowed out from her crown, linking to the necklaces of her companions. Together they created a massive bubble around all of the ponies, acting as a barrier between themselves and the Behemoth. The fire was driven out of the barrier, blazing outward.

More spears of light launched upwards at the beast, passing through the Element's barrier. As Luna and the other unicorns sustained their assualt, Celestia launched her own aura up at the behemoth, attempting to engulf it. Luna hurled one more spear of light before joining her own magic with her sister's spell.

The behemoth raised a massive hoof and slammed it down upon the barrier. Twilight felt the Element of Magic burn upon her head, but the barrier held. She looked back at her friends.

“We're fine, Sugarcube,” assured Applejack, though her voice sounded strained. “We've got to focus on that big guy!”

The behemoth reared its front legs and brought them both down upon the barrier.

There were a few cracking noises, and to Twilight's horror, she realized where the noises had come from. The Elements of Harmony were cracking. Holes were forming in the barrier.

“What do we do?” cried Fluttershy.

“We have to get the Elements to do something else!” shouted Rainbow Dash.

“How? We don't even know how the Elements truly work!” shouted Rarity.

“My little ponies,” said Celestia, struggling to maintain her aura against the Behemoth. “The Elements bow to your will, and will do as you desire. I know you want to protect everypony, but the enemy is too strong, and it will only destroy the Elements if you keep that barrier up.”

“Then let's attack big and ugly with that awesome rainbow beam thingie!” exclaimed Pinkie Pie. “That worked pretty well for us in the past!”

“Okay,” said Twilight. “Big rainbow beam thing.”

The barrier began to vanish as the energy of the Elements of Harmony came back to their bearers.

“Scatter!” shouted General Striker.

Tendrils of light branched out from the Behemoth. Each tendril touched the ground, before quickly forming into the shape of a pony. They were astrals, connected to the behemoth like a marionette. The Royal Guard charged towards the astrals.

“Okay girls,” shouted Twilight above the chaos of the battle. “I'm not entirely sure if it even works like this, but think about how the Elements have worked for us in the past. Focus on doing that. If we don't stop this thing, here and now, we'll never have another chance. We need to believe this will work! Believe because it has to!”

Light burst forth from the Elements, colliding into a rainbow colored force of magic. It slammed into the Behemoth, knocking it back. The Rainbow light wrapped itself around the Behemoth. The astrals attached to the Behemoth began attacking more ferociously, like cornered animals fighting for their lives.

“It's working!” shouted Twilight.

Celestia, Luna, and the Elements of Harmony all cast their power upon the Behemoth. And still it struggled.

“Sister!” cried Luna. “I fear my power is beginning to weaken!”

“You have to hold on for a little longer,” pleaded Celestia. “We have it at a stalemate!”

Twilight wasn't sure that was true. The Behemoth was struggling, but they couldn't keep this up much longer. She was worried the Elements would be destroyed forever if this kept up.

There was a crack of thunder in the sky. As chaotic as the battle was, this had caught Twilight off guard.

“It's controlling the weather!” said Twilight in shock.

“No, look!” said Fluttershy.

A massive storm front was forming above Ponyville. Lightning flashed among the clouds. Then it began to rain. The Behemoth hissed in pain as the water pelted it.

“Yes!” exclaimed Rainbow Dash. “The storm isn't that thing's doing, it's ours!”

A blonde-maned gray pegasus poked her head out of the clouds.

“We came to help you, Rainbow Dash!” she yelled from above. “All of us!”

Approaching from the south was the entire evacuated population of Ponyville. All of them were wearing make shift saddlebags. The group was led by a red earth stallion.

“Big Macintosh!” yelled Applejack.

“Eeyup!” Big Macintosh called back.

“Ponyville is our home!” cried the mint-green unicorn, Lyra.

“And no way are we giving it up without a fight!” shouted the cream colored earth pony, Bon Bon.

“CHARGE”

The ponies of Ponyville sprinted up towards the ranks of astrals.

“But they haven't been shielded from the astrals heat!” panicked Twilight.

Lyra opened her saddlebag and retrieved something from inside. Then she hurled it at the astral. A blast of water exploded on to its head.

“They're attacking the beasts with... water balloons!” said Rarity disbelievingly.

“That's brilliant!” said Twilight excitedly.

Each pony had come with bags full of the water balloons, and were now unloading all of them upon the invaders. Even Spike, riding on the back of Mr. Cake, was throwing the balloons.

“The Behemoth is on the defensive!” shouted Celestia. “Luna, girls, now's our chance!”

The Behemoth moaned in pain as the magic of Celestia, Luna, and the Elements of Harmony wrapped it tighter and tighter.

“Now girls,” cried Celestia. “We have to banish it!”

“Twilight Sparkle,” called Luna. “Remember everything you can about the Pony's Head Nebula. Envision every detail you observed there.”

Twilight concentrated upon her memories. She felt herself flying through the cosmos until the nebula appeared before her. Every detail still stuck in her mind. The glowing red clouds, the twinkling stars...

“Got it!” shouted Celestia.

The Behemoth lifted into the air, enveloped in light. All connected astrals were drawn back into its body. It opened up its mouth, far wider than any natural pony could and let out a pained, high scream that caused several ponies to fall over, clasping their ears.

A massive flash burst in the air, covering all Equestria in a blinding light. When it faded, the Behemoth had vanished.

At last, it was finished.

Art Used: http://browse.deviantart.com/?q=Equestria%20sunrise&order=9&offset=0#/d4mw0ci

Epilogue

It had been weeks since the invasion of the astrals. Things were far from back to normal, but Ponyville was getting back on its feet. It was easy enough to fix up a house so a pony could return home. The businesses, roads, and infrastructure would still take time, but for now there was progress.

Twilight was doing everything she could to assist in the reconstruction of Ponyville. As much as the Princesses had insisted she had no reason to feel guilty, her own conscious would not let her off so easily.

“What are we going to do today, Twilight?” asked Spike over breakfast.

“I think I'll start at Sugarcube Corner. I'm sure Mr. and Mrs. Cake have enough on their plates with the twins. They shouldn't have to worry about fixing things up.”

“Sounds like a plan!” said Spike cheerfully.

“You don't have to come with me if you don't want to,” Twilight reminded him.

“Nonsense! You know tha-” The baby dragon stopped to let out a belch of green fire.

A letter floated down from the flames, which Spike caught.

“Hey, it's a letter from the Princess!”

“Well, go on, read it!” said Twilight expectantly.

“A-hem. Dear Twilight Sparkle, I will be dropping in for a visit to your home shortly.”

“How shortly?" asked Twilight. There was a knocking at her door.

“I'm guessing that shortly,” said Spike as he walked over to answer it.

Sure enough, when Spike opened the library's front door, Princess Celestia was waiting right outside. And she was not alone.

“Princess Celestia!” greeted Spike. “And Princess Luna! Welcome, come on in!”

“Thank you, Spike,” said Celestia.

“Well met, dragon,” said Luna.

Twilight quickly cleared the breakfast table with magic.

“What brings you here, Princesses?” asked Twilight.

“We've been in and out of Ponyville several times in the last few weeks,” said Celestia. “We've been assisting ponies where ever we can. But today, we came because we have very important news to share with you, Twilight.”

Twilight felt a twinge of panic. “It's not the astrals is it?”

“No, Twilight Sparkle,” said Luna. “Our enemy remains firmly sealed for the time being.”

“You were extremely brave, Twilight,” assured Celestia. “I hope in time you'll stop seeing what happened as your failure. If blame rests anywhere, it falls on me. You have incredible strength in magic, Twilight. I neglected your education, and because of that, the astrals were able to use you.”

“No,” argued Twilight. “There's no way you could have known! You are an amazing teacher!”

“And you are a wonderful student, Twilight. But there are some things you must still learn, and I am not the one who can teach you.”

“But if not you, then...”

Princess Luna stepped forward. “I will be your instructor, Twilight Sparkle. The sky has long been the gateway to many great and terrible things. The night sky is my dominion, and I have been entrusted with its countless secrets.”

“Oh! That's... that's great!” said Twilight.

“What is the matter?”asked Luna. “Do you not find the situation agreeable?”

“Yes... I mean, no,” said Twilight flustered. “I mean this is such an amazing opportunity. And I know my place is with you, as both of your faithful students. It's just...I didn't think it would be time to leave Ponyville so soon. There's still just so much everypony has left to do...”

“Your concern for your companions is most commendable,” said Luna softly. “But I believe you misunderstand the situation.”

“We could never ask you to leave your friends.” Celestia assured her. “Your studies on the magic of friendship have saved all of Equestria in the past. You have grown wise, Twilight. That is why you must continue your studies in Ponyville.”

“But I don't understand,” said Twilight confused.

“I will be establishing a temporary residence in Ponyville,” explained Luna. “You are not the only one who is in need of instruction. It is time for me to truly live amongst my subjects once more. I will labor with them in rebuilding this village. And as I will teach you the mysteries of the night, you and your companions will help me to better understand the ways of friendship. Is that agreeable, Twilight Sparkle?”

“Of course!” said Twilight elated. For most of her life, she had been the faithful student of Princess Celestia. She had never imagined she would ever have something of her own to teach a Princess.

“Then there is much to do, and we must be off to make the preparations,” said Luna with a smile.

“Thank you, Princess Celestia and Princess Luna!” said Twilight graciously.

“Thank you, Twilight Sparkle,” returned Luna. “I shall return at sunset, and we shall begin our first lesson.”

As the Princesses walked away from the library, Twilight couldn't help but reflect that, all things considered, she was a very fortunate pony. The sounds of sawing and hammering could be heard from uptown. Twilight summoned her bag to her back.

“Ready, Spike?”

“You bet, Twilight!”

Together they set off to help rebuild their beloved home.

Art Used: http://browse.deviantart.com/?qh=&section=&q=Twilight+and+Luna#/d4hx1mn