The Exalted Alicorns of Equestria

by Unselfish Knave

Rating: teen
Tags: Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic, Dark, Other, Spike, Adventure, Crossover
Length: 12330

Twilight Sparkle must try to maintain her relationships with her friends while protecting Equestria from mythic threats both new and old. This story draws heavily from the tabletop game Exalted.

Twilight Sparkle expected that her life would change when she exalted as an alicorn and became a princess of Equestria. That much was obvious. What she didn't expect was to learn of the threats that besiege Equetria every day, the kind of threats that would drive mortal ponies mad and make the mighty despair.

Twilight is no stranger to saving the world, but can she manage to maintain her relationships with those close to her when she has become something much more than any of them? And what happens when foes from the distant past threaten to topple even the Exalted Alicorns?

Welcome to Equestria, here's your shovel. This is My Little Pony playing by the rules of Exalted.

Published 2013-11-02 07:00:03 UTC
Last updated 2013-11-20 09:51:51 UTC

Chapter 1: The Second Breath

Twilight Sparkle took one last look around her bedroom. It was an elegantly furnished chamber, well suited to a mare of her status. Lavender curtains with gold trim covered the windows, and a plush patterned rug spread beneath her hooves. In the center was a huge four-poster bed, the silver curtains open.

Twilight would miss this room. The odds of her ever seeing it again in its current state were poor. She focused her attention to the box on the table in front of her. She inserted her horn into the magic lock on the front and heard the click of the latches undoing themselves.

Inside was a long, slender sword. Twilight frowned as she looked at it, remembering the all too common sight of its blade drenched in blood. She would not miss this sword.

She plucked it from the box with her magic and strode to her bed, climbing in and shutting the curtains. The only light she could see now came from her own horn.

Her bed was huge, even for an Alicorn of her stature, as was the sword she carried. Were it not for her magical attunement to the weapon, she could scarcely have lifted it. She laid on her back, wings spread beneath her barely reaching the edges of the bed, and let the sword hover in the air above her.

She reached forward and gripped the blade, feeling its weight transfer to her hooves as she released the grip of her magic. She brought the point to her chest, just above her heart, and for the first time since resolving to kill herself, she felt fear.

But why? Fear comes from the unknown, and Twilight knew both why her death was necessary and what would happen to her afterwards. But such predictions were never sure things. Twilight had learned that the hard way many times over. Even if she did kill herself, there was no guarantee that it would help anything.

Twilight sighed. This was silly. Even if it wasn’t a sure thing, her calculations were correct; suicide was the mathematically correct course of action. The most probable path to her goals. She knew this was so, so why hesitate?

It hurt more than she expected, and in spite of herself, Twilight let out a gasp of pain as she felt the sword pierce her heart. In seconds, her vision began to swim, and she felt the strength leaving her forelegs. They fell to her sides, leaving the glittering sword sticking out of her chest. The light from Twilight’s horn faded, and her last thought before the blackness consumed her was a prayer that it would all be worth it.

* * *

“Some ponies here to see you, your majesty.”

Twilight opened her eyes. Everything looked bright, nothing like the darkness of her bed. Or of death. But no. That wasn’t her bed. She looked around. She was in the Canterlot Palace archives. That was right. She had been here recently. She brought a hoof to her chest. It felt uninjured. Just a dream then. She let out a sigh of relief.

“Perhaps you should get some rest, your majesty,” said a pitch black earth pony standing nearby. His name was Pooling Ink, and he had been assigned as her assistant. “I can send them away if you like.”

“Who is it?” asked Twilight, rubbing her eyes.

“It’s Miss Rarity and Miss Applejack, your majesty,” said Ink.

“What? Oh, right, yes. Of course. Send them in.”

“Right away, your majesty.”

Twilight watched Ink leave around a bookshelf and frowned. She wondered when being called “Your Majesty” would stop feeling weird. Celestia seemed to have no problem with it, but then, Celestia had centuries of experience.

She rubbed her temples. What had that dream been about? It was so vivid; she couldn’t remember ever dreaming like that. Why had she wanted to kill herself? There was a reason, she was sure of it. She didn’t recognize the room or the bed, and – she shivered – certainly not the sword.

Twilight was sitting in the center of the Starswirl the Bearded wing of the Royal Canterlot Library, which was currently closed off to those without authorization. There were long tables arrayed in a sunburst pattern around a stone statue of Starswirl himself at the center, and beyond the circle of tables were shelves of books arranged in a similar fashion.

Twilight’s friends arrived a few moments after Ink left, Rarity dressed in a stylish hat and dress with a white scarf, while Applejack wore only her familiar hat.

“Rarity, Applejack! It’s so good to see you!” Twilight said. “I had no idea you were coming.”

“Twilight, darling, it’s been far too long.” Rarity beamed, approaching Twilight and extending a foreleg for a hug, which Twilight gladly accepted.

“Yeah, it’s been almost two months since you’ve been back in Ponyville. It’s good to see you, Twi,” said Applejack, a hint of coldness in her voice.

Twilight averted her eyes and rubbed the back of her neck. Had it really been that long? “I know it’s been a while girls, and I’m sorry. It’s just that, well, I’ve got royal duties now. I’ve been busy. Like right here.” She waved a hoof around at the room at large. “It seems like it’s been at least a century since the archives were properly organized, so getting this all in shape is my current project.”

“I understand,” said Rarity. “It’s just that we miss you. Ponyville feels empty without you.”

Applejack spoke up, “Your letters keep saying that you’re coming back, but you seem to just keep putting it off.”

“Applejack, what a thing to say!” said Rarity.

“Well it’s true, aint it?” Applejack continued. “We’re lucky if we get a letter a week these days. You’re just…” she sighed. “You’re getting distant, Twilight.”

“Applejack…” Twilight didn’t know what to say. A part of her was hurt that Applejack wasn’t being supportive, but another part just felt ashamed because she couldn’t deny what Applejack was saying.

Applejack seized on Twilight’s hesitation and continued, her voice growing louder. “Ever since you exalted, it’s like we don’t exist. We’re all too small to matter now that you’re a big fancy Alicorn princess living up in the castle, is that it?”

There was a moment of silence between the friends. Rarity kept shifting her eyes from Applejack to Twilight and back again. Applejack looked Twilight straight in the face. Twilight didn’t return her gaze. She couldn’t.

Eventually, Applejack removed her hat sighed again. “Look, I’m sorry, Twi. That was out of line. We just wish you’d come back. We miss you. Rarity’s right; Ponyville just don’t feel right without you.”

Tears began to form in Twilight’s eyes. Rarity spoke. “So you can understand how wonderful it is to see you here now. Isn’t it Applejack? Now this whole archive reorganization sounds fascinating. Tell me, what’s that book you were just looking at – the big one?”

“Oh.” Twilight’s voice brightened up a bit. “It’s a really fascinating find, actually. You don’t want to know how deep this was buried in the archives. Do either of you read Old Realm?”

“Nah,” said Applejack. “Never saw the use in it.”

“Sorry, dear,” said Rarity. “I studied it for a year in school, but doubt I remember much.”

“That’s a shame,” said Twilight. “I think you would find this really interesting.”

“I’m… sure we would Twilght, yes. But what is it?” said Rarity.

“It’s an early treatise on sorcery. This was written by Princess Luna herself prior to her banishment, which means it’s at least a thousand years old. Did you know that Luna was the first sorceress to get to the Adamant Circle? I always figured it was Celestia.”

“Uh, Adamant Circle? There are some ponies here that don’t speak magic,” said Applejack.

“It’s the highest level of sorcery,” said Twilight. “It’s what the princesses use to move the sun and moon. It’ll be years before I can do anything like that, of course, maybe centuries. I don’t know how quickly my magic will improve.”

“Centuries. Right…” muttered Applejack. “You know, some of us aren’t going to live forever.”

Twilight put a hoof to her mouth. “Oh, Applejack. I’m sorry, I didn’t mean-”

“Course you didn’t mean. Being better than everypony else just comes naturally to you now; I understand.”

Rarity gasped. “Applejack! What is the matter with you?”

“I’m sorry. I just- I think I need to leave,” said Applejack, turning away.

“I can come back to Ponyville!” said Twilight. “I’ll visit, I promise.”

“It’s not about that, Twi. Look, I’m just frustrated, never should have said anything.”

Twilight spread her wings and flew in front of Applejack. “Well if you’re that frustrated, then you need to talk to us!”

“What I need is to go clear my head. Get out of my way, Twilight,” said Applejack, her voice trembling.

“No. What’s wrong?”

“It’s your exaltation Twilight! I can’t stand next to you without feeling like I’m a speck of dust. Like I’m just a side character in somepony else’s story: yours. I’m a background pony. I just wanted to think that what we had together in Ponyville mattered, that I mattered, but it turns out that I don’t. You were always the important one. You were the one that mattered, not any of us. We were just stepping stones to get you to where you are now. I’m nothing.”

Tears were streaming down Applejack’s face now. She sat down on her haunches. “And the hardest thing is that I can’t be mad at you for it. None of this was your fault. You were always a good friend. Never asked to be more important than anypony else. I mean, when you got the chance to be a princess, what were you going to do, say no? I could never ask you to do that, Twi. You know I wouldn’t. And you’re certainly qualified for it. I would never be.”

“Applejack…” Twilight sat down too. “You know you’re important to me.”

“Yeah, I am now. What about in a hundred years? What about a thousand? I’m just going to be a drop in an ocean.” Applejack sniffed, “Even now you’ve got royal duties. Equestria depends on you, not us.”

“You’re attuned to the Element of Honesty. That’s got to count for something,” said Twilight.

Applejack scoffed. “And when was the last time that mattered? It was when you exalted, remember? And besides, you’ve still got the most important element.”

Twilight didn’t know what to say. She just reached forward and hugged Applejack. The earth pony didn’t resist.

“I should go,” said Applejack.

“If you want to,” said Twilight. “Just please don’t feel like you have to. You’re one of the most important ponies in my life.”

“Right. What matters is what Princess Sparkle thinks of me.” Applejack broke away and covered her face with her hat. “I’m sorry; I just keep sticking my hoof in my mouth. Of course I care about what you think, Twi. I don’t know why I said that. I’ll just…” She stood up and walked around Twilight. “I’ll go.”

“Okay,” said Twilight without getting up.

Rarity approached and hugged Twilight. “I should go with her. Do come back to Ponyville sometime. It will, well, it will be a start. We’ve all been a bit on edge since your coronation hoopla died down.”

“I never meant-“

“We know, dear. We know. We’re all proud of you. It’s just hard sometimes knowing you’re destined for greater things than the rest of us. It doesn’t make us care about you any less.”

Twilight chuckled as she wiped a tear from her eye. “You sound like my mom.”

“There, see? We miss that smile. I should really go and make sure Applejack doesn’t do anything foolish. Where’s Spike, shouldn’t he be here with you?”

“He’s at the hospital,” said Twilight. “His wings are coming in, and the doctors wanted to keep an eye on him.”

“Well then, I guess you two will have something to talk about when he gets back, then,” said Rarity. Twilight chuckled again. “I’ll see you around, Twilight.”

“Thank you, Rarity,” said Twilight, reaching a leg up to return Rarity’s hug.

“What are friends for?”

Twilight watched Rarity leave and sighed. She looked around at the bookshelves that filled the room. Libraries normally made her feel at home, surrounded by the minds and souls of ponies long gone but preserved in their writings. Now the archives just felt big and empty.

Rarity was right; she should go visit Spike. He was probably lonely. And bored.

“Some trouble with your friends?” came a voice.

Twilight spun around to see an elderly stallion with a tan coat and white beard looking over the sorcery book. He was dressed in a simple gray cape and had a long, unkempt mane. She tried to calm herself and look dignified.

“Who are you?” she asked.

“We haven’t met,” he said without taking his eyes off the book. “I’ve heard a great deal about you though, Twilight Sparkle. Princess Celestia’s personal student, bearer of the Element of Magic, sorceress of the Emerald Circle” he smiled as he said those last words, and something about his smile frightened Twilight, though she tried not to show it. “Not everypony is suited for exaltation. It’s a great burden, especially for one with strong ties to the mortal world.”

“I’m not sure I like what you’re insinuating,” said Twilight. “Princess Celestia has every faith in my abilities; that should be enough for anypony.”

The stallion smiled that smile again, “Yes, of course. Princess Celestia.” He chuckled, and it was somehow more unpleasant than his smile. “I’ve known her for far longer than you have, Twilight Sparkle, and I can tell you that she’s nowhere near as infallible as you think. That’s why I’m here, in fact. You see, she gave you something of mine, and I’m here to take it back.”

Twilight retreated a step, “What are you talking about?”

His voice crescendoed as he spoke his next words, “Your wings, Sparkle. They’re mine, and I will have them!”

The stallion’s horn began to glow crimson, and Twilight knew that she was in danger. Her mind instantly went to her counterspell. Her eyes darted around, trying to see the target of the stallion’s spell.

She noticed too late. A whip-like tendril caught her by the leg. Several more whipped around her body. She tried to take to the air, but her wings were pinned to her sides by the tendrils. As she twisted around to see their source, she saw that they were vines growing from one of the table plants. She tried to direct a blast of dispelling magic at it, but as she felt the vines snaking their way around her neck, she knew that she couldn’t concentrate on the counterspell.

“I don’t know what Celestia saw in you,” said the stallion, stepping toward Twilight. The vines were rapidly tightening. They constricted around her chest and neck, cutting off her breathing. Her struggling was no use. Her growing panic didn’t give her the strength to break free.

“No matter,” said the Stallion. Twilight’s vision was fading, the encroaching blackness taking over her consciousness, just like in her dream. He kept talking as the blackness took her. “All will be made right shortly. You might even live to see it. Everypony will come to see how wrong they were to forget about me. I look forward to seeing the look on Celestia’s face when she realizes that Star Swirl the Bearded has returned to take his rightful place as an Exalted Prince of Equestria.”

Author's Note

It's Pony Exalted!

Alright, since this is all based on Exalted, I'll be posting some of the Exalted stuff down here in the author's notes. Everything will be explained in the main story; this is just to give a concrete explanation of what's going on in Exalted game mechanics.

Alicorns are the local equivalent to Solar Exalted, the ancient god-monarchs and the mightiest of the Exalted. It fits. Mortal ponies don't have as strict rules. They range from true mortals to being equivalent to Dragon-Blooded, or Terrestrial Exalted, the weakest Exalt type.

Now, the only thing to really explain here is how sorcery works in Exalted. You can't just pick up a spellbook and start throwing fireballs around. There are three circles of sorcery, each more powerful but harder to attain than the one before it, and each requiring its own initiation. There is the First, Emerald, or Terrestrial circle, which can be attained by anyone capable of wielding essence, though Terrestrial Exalted have the easiest time. Next is the Second, Sapphire, or Celestial circle, which can be attained by any Celestial Exalted. Last is the Third, Adamant, or Solar Circle, only attainable by the Solar Exalted.

Chapter 2: Elements, Assemble!

“You’re distracted, Rainbow Dash,” said Nine Winds. The sky blue earth pony stood above Dash, one hoof planted firmly on her chest.

“I’m fine, sifu,” gasped Rainbow Dash. The throw that brought her to the dojo’s floor had knocked all of the air out of her lungs.

“Then stand up.”

“Are you going to…” Dash touched the hoof that pinned her to the floor.

“No. Get up.”

Dash closed her eyes. She breathed in as deeply as the hoof planted on her chest would allow, focusing her essence around her lungs. Opening her eyes, she released both her air and essence in a powerful shout.

Nine Winds was buffeted by the air burst. Dash felt his hoof waver on her chest. His moment of instability was all she needed. Twisting her body and kicking against the floor with her wings, she lifted herself out of Nine Winds’ hold.

And straight into the dojo’s padded wall. Somehow, Nine had gotten a hold of her wing and redirected her flight course.

“That would have worked if you were concentrating properly,” said Nine. He released his grip and Rainbow Dash fell to the ground in a heap. “For the past two months, you’ve been dedicating yourself more than ever to your training. It would be admirable if it wasn’t accompanied by this sloppy performance. You’re still hung up on your friend’s exaltation, aren’t you?”

“I’m sorry, sifu,” said Rainbow Dash, struggling to her hooves. “It’s just frustrating. You know how hard I’ve worked, how much I’ve trained. I thought I was getting to really be somepony, but what can I amount to that’s even close to what she is? She’s a princess now.”

“That just means she gets to wear a shiny hat.” Nine stroked his gray beard. “The Wonderbolts have recognized your abilities, don’t be so quick to forget about them. Has Twilight Sparkle performed a Sonic Rainboom? Has Twilight Sparkle even begun to master Air Dragon Style?”

“She could do that if she wanted to…”

Nine Winds stomped his hoof. “But she hasn’t! Rainbow Dash, do you have any idea of how few ponies have done what you have done? The sonic rainboom was just a myth before you mastered it, and when you learned your first technique of Air Dragon Style, you stepped into a world that most ponies simply aren’t capable of. I doubt that Princess Sparkle could pick up these charms as easily as you think. You overestimate her, but more importantly, you underestimate yourself and your abilities. As your teacher, I should be insulted.”

Rainbow dash straightened up and bowed deeply. “Master, I meant no disrespect.”

“Then show me what I have taught you!” He bent his knees and widened his stance. White essence washed over his body, leaving his coat solid and shiny like polished stone. “Correctly, this time.”

Rainbow Dash settled into her own stance and pondered how best to launch her opening attack on her sifu. Maybe today would see her land her first blow on him.

Rainbow’s thought process was interrupted when a swirling ball of essence flew in the window and toward her. It hovered in front of Dash for a moment, then solidified into a bound scroll and fell to the ground.

Rainbow looked at Nine Winds. The older stallion sat down and pulled his pipe and a match from his pocket. “Go ahead. That looks like Celestia’s seal. It’s probably important.”

Rainbow Dash looked down at the scroll. Nine was right, the seal that held scroll closed was the princess’s personal emblem, the blazing sun, just like her cutie mark. Dash tore the letter open and skimmed its contents. Her eyes widened.

“Master, forgive me, but I’m going to have to leave immediately. Twilight’s gone missing.”

* * *

“Are you alright, Rarity?”

“I’m fine, Fancy,” said Rarity. She took a sip of tea. “Just coming from a coming from a stressful encounter with Twilight. I fear a rift is forming between her and Applejack.”

“Nothing serious, I hope,” said Fancy Pants. They sat in a corner of the Sleepy Leaf teahouse. It was their regular meeting spot.

“I’m not sure,” said Rarity. “Applejack is feeling like she doesn’t matter anymore since Twilight’s exaltation, and to be fair, she has a point. Twilight’s going to outlive us all by centuries and know the kind of magic that most mortals only dream of. I imagine it must be hard not seeing one’s own work on the same level.”

Fancy smiled. “Well, at least you don’t have that problem. Speaking of which, do you have the report?”

“Oh, yes. That.” She lifted her hat and levitated a letter in front of Fancy. He opened it and began reading. “I’m just worried about Applejack. She’s always seemed so content working the family orchard. Twilight’s exaltation is really getting to her.”

“Hmm.” Fancy said, continuing to read. His eyes widened. He pointed at the letter. “Captain Blizzard? As in, the captain of the royal guard, that Captain Blizzard?”

Rarity chuckled, “The very same.”

“How did you hook him?”

“It wasn’t difficult, darling. He had a little too much to drink at a party last week. I flirted, and he spilled everything.”

“I’ll say,” said Fancy Pants. “Marital infidelity, accepting bribes, weapon smuggling…”

“That’s the small time stuff. Check the next page,” said Rarity with a smile.

Fancy Pants flipped the page over, read for a moment, then his jaw dropped. “A Windigo cult?”

“THE Windigo Cult,” said Rarity. “I did a bit of snooping, and it looks like our Captain Blizzard is in charge of all the occult activity we’ve been seeing. I would assume somepony else is the brains of the organization – Blizzard gave up the information far too easily – but their loss is our gain.”

Fancy Pants looked around the teahouse. Nopony was sitting close to them. The scented candles and calming colors that filled the room did little to relax him. He leaned in close. “White Veil should know about this,” he said. “This is big.”

“I had hoped to come up with a plan before that. It shows initiative. It might even mean some promotion in the Society. If it existed, which of course it doesn’t.” She winked.

“Did you have something in mind?”

“Planning is your department, darling. I’m just reconnaissance,” said Rarity, adjusting her mane.

Fancy Pants smiled now. “You’re just waiting to shoot down whatever I say. You’ve already got this all figured out.”

“Well, if you must know,” said Rarity, leaning in and resting her head on her hoof, “I was thinking of dropping Princess Luna on them. They’re meeting outside of town at the next full moon. Luna won’t like that if she finds out. All we have to do is subtly suggest that she be in the area on that night.”

“They won’t know what hit them,” said Fancy Pants, his smile widening. “I like it. Subtle, yet forceful. And most importantly, it’s hooves-off. No risk to our own agents and no risk of discovery.”

“White Veil should agree. She does so love dropping alicorns on ponies. Shall I?” Rarity pointed at her teacup. Fancy nodded.

Rarity pulled a feather out of her hat. Her horn glowed as she used it like a quill, writing a message on the surface of her tea. The letters lingered in glowing gold essence until she was finished writing, then faded. Rarity took a sip. “Message sent,” she said.

At that moment, a glowing trail of essence wove its way through an open skylight to Rarity and coalesced into a bound scroll in front of her.

“And message received,” said Rarity, a quizzical look on her face. “That couldn’t be Veil already, could it? She usually responds with a Written on the Water spell.”

She tore open the seal and glanced at the context of the letter. If her fur wasn’t white, one would have seen the color drain from her face. “It’s from Princess Celestia. Twilight’s in trouble.”

“Weren’t you just with her?” asked Fancy Pants.

“Less than two hours ago,” said Rarity, standing. “Cover my check, please. I have to get to the palace immediately.”

* * *

The sun felt nice, Fluttershy thought. She had always liked the sunlight, but she had never really appreciated how nice it really was. She reached out her limbs upward to take in all the light she could. It was warm, and tasted like honey. She had never thought about how light tasted before.

There was a letter below her, in her shadow. She had tried to walk over to pick it up, but her roots wouldn’t let her move. It was a relief, really, having roots. She didn’t need to worry about where to go or when. She could just stay in one place, soaking up the sunshine.

“Oh, would you pick up the letter, please?” came Discord’s voice. Fluttershy was vaguely aware that the draconequus was climbing amongst her limbs in the form of a squirrel.

“I turned you into a tree as a joke,” he continued. “I didn’t think you’d just sit here for hours. You can change back, you know.”

But why would Fluttershy want to change back? When the sun was so bright and her roots dug so deep…

“Fine then, I’ll read the letter,” said Discord. There was a flash of light and he was on the ground in his usual form.

“’Fluttershy, it is our most urgent duty to inform you…’ yada yada yada… Here we go. ‘Princess Twilight Sparkle is missing with signs of foul play. As the bearer of the Element of Kindness, your presence is urgently requested at Canterlot Palace. Enclosed is a priority train ticket-“

“What, missing?” said Fluttershy, hovering over Discord’s shoulder, her branches now wings again. “Oh no. I hope nothing’s happened. I should go. Can you take care of all the animals?”

“Um… well, I-”

“Thank you so much, I have to go.”

* * *

Waiting was boring! Pinkie Pie looked at the sundial out of her window again. It was mocking her, she knew it. Just how long does it take to deliver a letter, anyway?

“Waiting for something, Revels?”

Pinkie spun around. There was a tall male griffon standing in her room. Pinkie let out a sigh of relief.

“Don’t sneak up on me like that, Leon,” she said, “And it’s Pinkie Pie at the moment.” She pointed to her balloon cutie mark. “Yeah, just waiting for the letter saying Twilight’s been foalnapped. Should get here soon. What are you doing here?”

“It’s about Pinkie, actually,” said Leon. He looked away, scratching the back of his neck. “There’s no easy way to say this. Pinkie Pie has to die soon.”

“What?!” said Pinkie. Her cutie mark shifted into the sign of Venus in vibrant blue, and suddenly she wasn’t Pinkie Pie anymore. She still looked like Pinkie Pie, but she was definitely a different pony. Her name was Azure Revelry, and nopony could mistake her for Pinkie Pie. “Why?! It’s the perfect setup!”

“Dolorous Symphony is worried that it’s too perfect,” said Leon. “She thinks you’re emotionally compromised.”

“Emotionally- That is not true. I am in complete control,” said Revels with a stomp of her hoof.

“Are you? Revels, I’ve seen you interact with them, the other element bearers.” said Leon, frowning. “You’re not that good an actress.”

“And what’s that supposed to mean?” said Revels. She took a step forward. Leon stepped back.

“Just that it looks like you’ve formed a real bond with them,” said Leon. He didn’t look her in the eye. “Look, this is all on Symphony. She thinks you’re in over your head and she wants you out. You know why we can’t let ourselves get emotional Revels. We have to be impartial.”

Revels sat down, defeated. “How long do I have?”

“It’s at your discretion, though I would act soon, or Symph is bound to force your hoof.”

“Then what? I suppose she wants me off the Elements Convention too?”

Leon hesitated, then nodded. “Yes. Slate’s going to fight that. She might even manage to keep you on the Convention, being Convention Chair and all. If not, you’ll probably be transferred to the Fire Convention. They need help down south.” He put a talon on her shoulder. “I’m sorry, Revels. If you need any help with this, I’m here for you.”

“Thanks, Leon, but I can handle myself,” said Revels. A letter dropped to the ground beside her.

“That’ll be the letter I was waiting for,” she said, reaching down to grab it. Her cutie mark changed into three balloons and she was Pinkie Pie again. “I need to head for Canterlot.” She looked up and Leon was gone.

* * *

It was early afternoon and the bar was empty except for her and the bartender. Applejack didn’t care. Why had she said all those things to Twilight? She wanted to be happy for her friend, she really did. But when she thought about those wings…

She threw back another shot. It just wasn’t fair. She had been happy. She was content. She could have stayed home on the farm until the day she died and not regretted a minute of it. Now that all seemed so unimportant.

“Bad day?” asked the bartender, a skinny stallion with a curly mustache.

Applejack slid another bit across the counter. “Just get me something else. Anything without apples in it.”

The bartender nodded knowingly. “One of those days, eh?”

“You don’t know what kind of day I’ve had.”

“Your cutie mark is apples and you want anything but apples,” said the bartender, reaching on the shelf behind him for a bottle. “You want to be anypony but yourself right now, that right?”

“Close enough,” said Applejack.

“Feel like talking about it?”

“No,” said Applejack, but she did anyway. “You ever wonder what the point of it all is? You can live your whole life being the best in the world at what you do, but then it all turns out to be just a footnote in the history of some alicorn who could do your job better than you without even trying.”

The bartender smiled and poured out a drink. “Not sure if anypony could do my job better, but I catch your meaning. So I guess the question is why she exalted and not you.”

“I don’t know!” said Applejack, taking the new drink in her hoof. “I’m just not good enough, I guess. Never was, never will be. I just- I feel used. Emotionally violated. Our friendship was just a means to an end for her.”

“For Princess Sparkle?”

“For Celestia,” said Applejack. “I mean hell, I won’t say Twilight didn’t deserve what she got. Nopony could say that. But why just her? We were all there too. We faced down Nightmare Moon and Discord. All those friendship lessons she wrote back about were things she learned from us. What did I do wrong? Is it because I’m an earth pony? Is exaltation a unicorn thing?”

“I don’t think so,” said the bartender. “Princess Stony Silence back in the second century was an earth pony prior to exaltation, I believe.”

“Well then I guess I’m just not good enough then,” said Applejack, bringing the glass to her lips. “Whatever happened to her, by the way?”

“Buried under Canterlot mountain, if I’m remembering my history correctly,” said the bartender. “She was fighting a demon in the catacombs below the city and couldn’t beat it, so she collapsed the whole tunnel. They were both dead when workers dug them out.”

“Huh,” said Applejack. “So I guess they’re not invincible.”

“Not by a long shot,” said the bartender. “Princess Sparkle is the thirteenth monarch of Equestria. All but the current four are dead now.”

“Do you know a lot about them?” asked Applejack.

“Yes. I always did like history, even as a colt” said the bartender.

Applejack stared down at her glass. “Tell me more.”

The bartender smiled. “Oh, where to start. Well, the first alicorn princess to die was just called the Shadow Princess. Nopony knows what her real name was or how she died. Nopony even knew she existed until her public funeral in the early second century. Stony Silence came after her. She built the forge that’s still used to craft artifacts for the highest members of the nobility and military. Completely mute, as well. After her was- oh, hang on here’s a letter coming.”

Applejack looked up. A shifting ball of essence was coming toward her. When it was a foot away, it turned into a letter and fell onto the bar.

Applejack sighed and reached for it. The seal on the front was Celestia’s sun. Probably something official like another party for Princess Twilight Sparkle.

“Keep talking, I’m still listening,” said Applejack as she broke the seal and started reading.

“Well, after Princess Silence, there was Prince Silver Lotus. He was actually born a prince amongst the unexalted nobility. Now the funny thing about him is-”

“Whoa, whoa, hold on,” said Applejack, raising a hoof. She didn’t take her eyes off the letter. “Well, damn. That’s not what I was expecting.” She crumpled the letter and stood up. “Got to go. Princess needs help from her favorite underling.” She pitched the letter in the waste bin on her way out.

Author's Note

So, here we have what the rest of the Mane 6 have been doing. There are some Mysterious Happenings, which will all be explained in time in the main story, but for those interested in hearing the Exalted version of what's going on with each of the Mane 6, here's the rundown:

Rainbow Dash is an enlightened martial artist.She does magic kung-fu. The style she's learning, Air Dragon Style, is what's called a Celestial Martial Art. This means that anyone not a Celestial Exalt is going to have a very hard time learning it. They need to have their essence enlightened through training before even beginning to learn a Celestial style. Also, Nine Winds's name is a reference to Keychain of Creation, which is an excellent Exalted webcomic that I highly recommend.

http://keychain.patternspider.net/

Rarity's conversation with Fancy Pants refers to a pony named White Veil. In Exalted, there is NOT a secret society called the White Veil Society and they do NOT have their own supernatural martial art style relying on subtle, natural movements. In all seriousness, there is virtually no canon information on the White Veil Society except that it has great reach and is very secret. How much of this is going to carry over in to Equestria is an entirely different question...

Fluttershy has turned into a tree, and can turn back again at will. Discord's power has made her the local equivalent of a Lunar Exalted. Their schtick is shapeshifting and connection with nature. They get easy access to animal communication, which fits Fluttershy just fine.

Pinkie Pie, or Azure Revelry, is the local equivalent to a Sidereal Exalt. Think of the Sidereals as Fate Ninjas. They take care of destiny and make sure that everything goes according to plan. Sidereals have what are called Resplendent Destinies, which amount to magical fake identities. A Sidereal wearing a Resplendent Destiny appears to be another individual. Not an impersonation of someone else, but a completely new identity. People magically forget Sidereals in their natural state, so Sidereals use Resplendent Destinies for long-term interactions with non-Sidereals. Donning a Resplendent Destiny doesn't change a Sidereal's appearance, but there are magical effects that make it difficult - though not impossible - to tell that a Sidereal and his Resplendent Destiny, or multiple Resplendent Destinies of the same Sidereal are in fact the same person.

Applejack doesn't seem to have any particular magic going on yet. Poor her.

Chapter 3: The Palace

The diamond palace stood before Spike. At long last, he was here. The trek up Ice Cream Mountain had been long and hard, but it was all worth it now. He stepped forward and with one mighty shove threw open the massive gate.

It slid open soundlessly. A ruby carpet stretched from his feet through the sparkling entrance hall to a pair of thrones at the far end. One, he knew, was his, and in the other sat a white mare with a purple mane.

Their eyes met across the room. Her radiance outshone the diamond castle a thousand times as a smile spread across her face. She stood and time seemed to slow as she galloped toward Spike, and he ran to meet her.

They met in the center and embraced. She felt so warm. She leaned toward him and whispered in his ear.

“It’s time to wake up.” It was a male voice.

Spike felt like his stomach had fallen out. He blinked, and the diamond palace had become his room in the Canterlot Palace infirmary, all immaculate white save for the desk in the corner. There was a pitcher of water and some glasses on the table as well as some assorted gems and books that Twilight was sure he would enjoy. He hadn’t touched any of them.

Spike rolled over, grimacing. “I’m napping,” he mumbled. Maybe he could get back into the dream.

“You are of age now, your highness. Your wings are here. It’s time to wake up.”

Spike’s eyes shot open. He leapt to his feet and hurt his neck turning his head too fast to look behind him. His eyes widened.

They didn’t look like any dragon wings he had seen before. He reached out a claw and ran a finger along the ridges. They felt real. His wings were pure white and covered in feathers. They looked just like pegasus wings, except that the ridges were lined with what looked like perfectly cut multicolored gemstones growing along them.

“They’re magnificent, your highness.”

Spike scanned the room, looking for the speaker. “Who’s talking?” he asked.

“I am inside you,” said the voice.

Spike looked down. He poked his stomach experimentally.

“Not like that, sire. I am within your soul.”

“Oh,” said Spike. “Well that’s… uh. What?”

“Don’t worry, I am a friend. You may call me Emerald.”

“Who are you?” asked Spike.

“I have been with you for a long time, highness,” said Emerald. “Since you were an egg, I have lain dormant in your soul, waiting for you to come of age.”

“That’s… creepy,” said Spike. He hopped out of bed and began examining his wings in the mirror in the corner. “Is this a normal dragon thing? Having a voice in your head?”

“Something like that,” said Emerald. Spike let out a sigh of relief. At least I’m not crazy.

“I am surprised," continued Emerald. "I would have expected your father to have explained everything to you by now.”

“I uh…” Spike rubbed the back of his neck. “Gee, this is awkward. I never knew my real parents.”

“Never knew- Where are we?” said Emerald, surprise in his voice.

“We’re in the infirmary in Canterlot Palace. In Equestria,” Spike said.

Emerald was silent. Spike walked over to the desk and grabbed a small amethyst to suck on.

“On Earth?” said Emerald.

“Mm hm,” said Spike with his mouth full. “Where else would we be?”

“Why, in Hell, of course.”

Spike choked on his amethyst. He clutched the side of the desk for support and pounded his chest until the gem dislodged itself. The water pitcher fell over and shattered on the floor.

“Hell? What’s the big idea, saying that? What did I ever do to you?” said Spike, his knees quaking.

“I am simply stating the facts, your highness,” said Emerald. “You were born in Tartaros. That’s where I was bound to you. I assumed we were still there.”

“What? No, I was born here, in Canterlot,” Spike stammered. “Twilight hatched me herself.”

“Twilight?”

“She’s my, uh. It’s kind of complicated.” Spike let his eyes wander around the room as he pondered how to explain his relationship with Twilight Sparkle. His gaze settled on the puddle of water around the shattered pitcher. Inky black letters began to form on its surface, and Spike darted over as fast as his small legs would carry him for a better view.

“Written Upon the Water? You have a friend that knows sorcery?” said Emerald.

“Shush, you. I’m trying to read,” said Spike. He frowned. Twilight didn’t know that spell. Did she just learn it? Spike wondered.

The message was written in an elegant, flowing style. It read, “Twilight Sparkle is in danger. Seek her in the ancient palace in Everfree Forest. Your destiny depends upon it.”

Once the message had finished writing itself, it dissolved into the puddle and vanished as though it was never there.

“Did you see that, Emerald?” asked Spike.

“I did. And no, I don’t know what it means.” Emerald paused. “Do those names mean anything to you?”

Spike was already making his way for the door. “Yeah, and if Twilight’s in trouble, then I’m going to go help.”

“As you wish, your highness, but take caution,” said Emerald. “This Twilight Sparkle should be more than willing to lay down her life for you, if necessary.”

Spike paused, his hand hovering over the doorknob.

“What’s that supposed to mean?” said Spike.

“Simply that any dragon should know to put your life above theirs, your highness.”

“Twilight’s not a dragon,” said Spike. “She’s a pony. And a princess at that, so you’d best be respectful. She’s the best sorceress I know.”

“What?” Emerald shouted. Spike stuck his fingers in his ears, but it didn’t help the volume. “A pony? What? No. No! That’s not right. That’s not right at all! How long have you been imprisoned here?”

“I’m not imprisoned!” shouted Spike back. “I live here. I like it here.”

The door opened. A gray pony in a white doctor’s coat stood there. “Mr. Spike, are you alight? I heard- Oh! Your wings! I’ve never seen the like!” he looked up and down the hall on the other side of the door. “Don’t go anywhere. The other doctors will want to see this.” He galloped off, a manic grin plastered on his face.

Spike slammed the door. “If they start poking at my back again, I’ll never get out of here.”

“If I may suggest an alternative, my lord, you do have wings now,” said Emerald. “You could fly out.”

Spike stretched his wings experimentally. “I don’t know.” He shook himself mentally. “Bah, I’ve got a better shot out the window than the front door. The doctors were all excited just to see that I was getting wings. Now that I’ve got these feathery things, they’ll be all over me for days. But I’ve never flown before. What if I fall?”

“The ground will think twice before harming you, you highness,” said Emerald.

Spike dragged the chair from the desk over to the window. “I don’t know how things are in Tartaros, but I’m pretty sure falling doesn’t work that way here on earth.”

“It does when dragons are involved.”

Spike climbed onto the chair and threw open the window. The ground looked to be a very long way away. Canterlot was splayed below him, its towers and spires rising like spikes ready to impale a falling dragon. Spike gulped loudly. “I hope you’re right,” he said.

* * *

Twilight Sparkle awakened to a sharp pain in her wing joint. She gasped, the jolt of adrenaline that accompanied the pain bringing her fully conscious in moments. She looked around frantically. Her vision was cloudy, but her surroundings were familiar enough to make out. She had been here once before. This was the palace in Everfree Forest where she had found the Elements of Harmony two years ago. It had been night back then, but now the sun shone through the crumbling roof onto the mossy floor.

On either side of her was standing a hulking brute that might have been mistaken for a large gorilla if not for the crown of horns on each of their heads. Each one had a hold on one of her wings, stretching them out and pinning Twilight to the ground.

Twilight’s jaw dropped at the sight of them. She had only ever seen these creatures as pictures in books.

A second jolt of pain in her wing sharpened Twilight’s vision. She craned her neck to see behind her. That stallion that had claimed to be Starswirl was standing over her, a doctor’s scalpel levitating in his crimson aura. He was wearing the attire commonly associated with Starswirl, a blue pointed hat and matching cape, all lined with bells. Around his neck was the Alicorn Amulet.

“Awake, are you? Shame it wasn’t sooner. I’m just finishing up,” he said.

“What are you-aaah!” Twilight gasped as he cut into her wing again. She tried to teleport, but a flash of crimson magic from the stallion's horn dispersed her spell. She gritted her teeth. “Are you cutting off my wings?”

“No,” he said without looking away from his work. “It wouldn’t help with anything, even if it would make me feel better. I just need to get an inside look to see how your essence works from a biological standpoint. Haven’t found anything useful, though.”

“But why? And why the-“ Twilight glanced at the apes. They scowled at her. “Why the erymanthoi?”

“Completely under my control, I assure you,” said the stallion. “A thousand years studying sorcery, I should hope I can bind first circle demons. Now hold still.” He made another incision. Twilight bit her lip to avoid crying out. The demons held her wings tight.

“You need to take off that amulet!” she said. “It corrupts your mind! How did you get it?”

“A mad zebra thaumaturge in the forest was guarding it,” he said. “You should have provided an abler guardian.”

Twilight winced at the pain in her wing. “What did you do to Zecora?”

“She’ll live,” said the stallion. “Assuming a wandering timberwolf doesn’t stumble upon her home. I don’t understand why someone would live in this wyld forest by choice. You have strange friends.”

“At least I have friends,” said Twilight, gingerly touching the cuts in her wings. “They’re going to come for me. You know that.”

“Let them try,” said the stallion. “And I’ve heard of this corrupting influence you speak of. It is something for weaker minds to worry about, not me. Besides, all sorcerers make sacrifices.” He paused. “Only you haven’t, have you?” Twilight felt another stab from the stallion’s scalpel that she was quite sure had no medical or occult relevance. “You’ve only seen the Emerald Circle. Any unicorn can do that. You haven’t faced the Trials. You haven’t made any sacrifice for your power. Bah! You can’t even produce any useful information on the essence of exaltation!”

He produced a white cloth from beneath his cape, wiped down his scalpel, and then tucked both back under the cape. He jerked his head toward a corner, and Twilight felt the erymanthoi lifting her by her wings. She shielded her face as they hurled her bodily into the corner. She collided with the wall and slumped to the floor, appreciating how much more durable she was since her exaltation; that would have hurt much more if she was still mortal.

As she scrambled to her hooves, the erymanthoi strode toward her, cutting off her escape route from her corner.

Twilight could see the stallion clearly now. She looked him over. In his hat and cape he looked like every painting and statue she had ever seen of Starswirl the Bearded. Now that she got a good look at him, she noticed the Alicorn Amulet looked different than she remembered. The red gem in the center was replaced by a pure black sphere with a hint of rainbow sheen playing across its surface. It was something else she had only seen in books.

“That’s a Gemstone of Immortality. So you really are Starswirl the Bearded?” she asked.

He nodded. “Everypony always focusses on the beard. I don’t know why. The beard was incidental. I just liked the look of it. Nevertheless, that is the title that history has given me, and I will accept it. I am indeed that very same Starswirl.”

“Why are you doing this? If ponies knew you were still alive-”

“Then I would still be living under Celestia’s hoof,” said Starswirl. He stepped toward Twilight. “I’m not going to make my presence known until I can meet her as a superior.”

“Good luck with that,” said Twilight. The erymanthoi growled at her and looked at Starswirl. He shook his head and chuckled.

“You have such faith in her, Twilight Sparkle,” said Starswirl. “Give it a century or two. You’ll see she’s just as fallible as anypony else. She never thought I had it in me to exalt, and here I am, about to prove her wrong.”

Twilight eyed the two demons, wondering how much she should push Starswirl. The injuries to her wings were minor. She was pretty sure she could still fly if Starswirl slipped up and gave her the opportunity to escape. She could banish one of the demons back to Tartaros with her own sorcery, but she knew that if she tried, the other one would tear her apart before she could regain her focus.

“I don’t see wings yet,” said Twilight. “And if you’re done with me, I’d really rather go home now.”

“No, Sparkle.” Starswirl continued to advance toward her, stepping between the demons. “You see, my reasons for taking you were twofold. First, I wanted to see if I could glean any method of catalyzing my own exaltation through sorcery by examining your wings. That was always an unlikely plan, so its failure is a minor setback. The other option was to exalt naturally. Tell me, Sparkle, what do you know about exaltation?”

Twilight looked him straight in the eye and stood up as tall as she could manage. “A pony exalts as an alicorn when she fully harmonizes with her destiny. That harmony enables a pony to internalize the magic of the universe and make it her own.”

Starswirl smiled. “So you see, all it takes is for me to realize my own destiny of being the greatest sorcerer in all Equestria. And for that, all I need to do is unambiguously demonstrate my superiority over my only competitor in sorcery, Princess Celestia.” He chuckled. “A simple enough matter, with the proper incentive to draw her away from her guards. And what better bait than the one who stole away my own exaltation?”

“So that’s what this is all about,” Twilight said, making a point of looking Starswirl straight in the eyes. “You’re envious because I exalted from your spell instead of you.”

Twilight could see a fire ignite in Starswirl’s eyes. His expression instantly changed to rage. She wondered if that was a wise thing to say. “You cheated!” he barked. “You solved my spell not through any mastery of sorcery, but from the demon magic that your precious Princess Celestia delivered into your hooves on a jade platter! And I did solve it! All it required was Adamant Countermagic, but no. It was too late. You had already taken my wings.”

“What do you mean, demon magic?” Twilight eyed the erymanthoi again.

It was unnerving how quickly Starswirl’s expression changed again. A grin spread across his face and he cackled madly. “She never told you, did she? The Elements of Harmony, the seat of all your power, the very crown that marks your authority was stolen centuries ago from the very heart of Tartaros!”

Twilight’s ears drooped. “You’re lying,” she said.

“I was there! I saw it!” Starswirl bellowed. “Celestia and Luna needed tools to overthrow Discord, so they went to Discord’s oldest enemy and stole his power away to fight their new foe.”

There was the sound of hooves galloping from outside the room. Starswirl looked up toward the door as a creature entered. It looked like a pony, but taller and skinnier than any pony Twilight had ever seen, and its coat was made of a glistening black sludge that smoked and bubbled when it dripped on the stone floor. Twilight’s eyes widened. If this was who she thought he was, then she was in more trouble than she had thought.

It spoke, its voice surprisingly smooth and clear. “Master, the princess has come.”

“Alone?” Starswirl asked. It nodded. Starswirl pointed to one of the erymanthoi. “Go fetch your brothers and bring them here.” It nodded and leapt through a nearby window. For a moment, Twilight thought to make a dash away, but Starswirl quickly stepped into the demon’s place, keeping her blockaded in her corner.

He smiled, noticing her reaction to the newcomer. “Surprised, Sparkle? You didn’t think I would think to face Celestia without making appropriate preparations, did you? I take it you recognize Hadrian, then.”

“You summoned a second circle demon?” Twilight blurted out. “What made you think that was a good idea?”

“You keep forgetting my centuries of experience over you, child,” said Starswirl. “I have more than enough expertise in binding second circle demons to call on their aid when I so choose. Among other tricks, like this one.”

His horn glowed red again, and the glow spread to his entire body. His coat stiffened and then merged with his skin, which took on a dull gray color. His mane and tail solidified into jagged, rusty clumps of metal as his joints sprouted cogs and screws. His whole countenance took on a rusty, metallic look. There was a grinding noise as he turned he moved.

“Incomparable Body Arsenal,” he said. His face was impassive and robotic, and when he spoke, his voice echoed inside his metal body. “Not one of my favorites. Far too physical for my taste, but one cannot deny its usefulness.”

An erymanthus returned through the same window the first one had left. Then another entered, then another. Twilight’s heart sank as they continued to flood the room. There had to be at least twenty of them.

“And now we wait for the guest of honor to arrive,” said Starswirl.

Author's Note

Okay, so demons. There are three circles of demons, which relate to their power and importance in the demon hierarchy. First circle demons, like the erymanthoi, are common. There are many species of first circle demons, and there's little difference between two members of the same species. Second and third circle demons are all unique individuals. Hadrian is loosely inspired by the Exalted canon second circle demon Octavian.

As for what's going on with Spike, who knows? He does have an analogue in standard Exalted, but I'm giving it a twist with Spike.

Oh yeah, and Twilight gives a brief explanation of how alicorn (Solar) exaltation works in Equestria. It works different than in Creation. The Equestrian version works like Twilight says: it's something of an enlightened ascension. In Creation, there are 300 Solar exaltations (not technically true in the standard setting, but that's a long story), and when a Solar dies, his/her exaltation, called a Shard, flies away and tries to find a new and worthy host. A Solar usually exalts as a result of a particularly dramatic display of heroism. A mortal stands up to impossible odds, then succeeds only to realize afterwords that she earned a Solar Shard.

As a minor note, Starswirl calls Everfree a "wyld" forest. That's not a misspelling. The Wyld is the area around the outside of the world where reality starts to unravel. As you go deeper, it becomes a zone of everything and nothing and infinite possibility. Sometimes isolated wyld zones - called freeholds - crop up in otherwise stable areas. More will be explained as it becomes relevant.

Chapter 4: Legends

Applejack glanced up at the Canterlot train station clock, then back to the rest of their friends. Pinkie was bouncing around, as usual, and Rarity and Fluttershy were sitting on their suitcases in silence. Rainbow Dash was flitting about nervously. Ponies of all sorts were gathered waiting. Some seemed awestruck at the team of heroes waiting beside them. Others seemed too tired to care.

“I’m not the only pony who thinks this is weird, right?” said Dash.

“Not at all, dear,” said Rarity. “There’s something here that’s… well…”

“It don’t make a lick of sense,” said Applejack. “Why would Celestia call us all to the palace, get you three express tickets from Ponyville, then send us all back within the hour without so much as an explanation?”

“Maybe Celestia solved the problem on her own,” offered Fluttershy. She fiddled with her mane. “I mean, she’s a princess and all. She must deal with problems all the time.”

“Then why didn’t she just say so?” shot back Applejack. Fluttershy jumped at Applejack’s volume.

“And where is Twilight?” said Rainbow Dash. “My letter said she was in trouble. If the problem’s been solved, why didn’t we get to see her?”

“I agree, dears,” said Rarity. She glanced around and lowered her voice. “But what can we do about it? We have no place to even start looking. And besides, Celestia obviously doesn’t want us involved at this point.”

Rainbow Dash scoffed. “I don’t care if every god in heaven doesn’t want us involved. If Twilight’s still in trouble, I want to know about it, and I’m going to do something about it.”

“She’ll be fine,” said Pinkie Pie, still bouncing in circles. “It’s Twilight, remember? What could happen. Let’s just get back to Ponyville. Gummy’s probably lonely.”

“We’ve only been gone a few hours, Pinkie. I’m sure Gummy is fine,” grumbled Applejack. “I just want to know what Celestia’s keeping from us.”

Fluttershy seemed to shrink into her seat. “Do you really think Celestia’s wouldn’t tell us if something was wrong?”

“She’s obviously doing it now,” said Applejack. “She wanted us all here before, and now she doesn’t. That means something changed on her end, and nopony told us.”

“That still leaves the problem of us not knowing where to start,” said Rarity. “It’s not like clues are just going to fall out of the sky.”

Pinkie’s tail began to twitch. She grabbed Rarity by the hoof. “You don’t want to be sitting there, Rarity.” She tugged and she and Rarity tumbled forward just as something fell out of the sky right onto the suitcase Rarity had just been sitting on. The luggage burst in an explosion of hats and scarves. When the dust cleared, a small purple dragon tail was visible from under a pile of fabric.

“Spike, is that you?” said Applejack. She gripped the tail in her teeth and gave a tug. Sure enough, it was attached to Spike.

The little dragon rubbed his head. “That hurt much less than I expected,” he said.

“Oh, Spikey, you’re bleeding!” cried Rarity. “Come here, let me fix that for you.” She picked up a scarf in her magic and approached.

Spike looked at the claw that he had been rubbing his head with. His head didn’t hurt, but there was a smear of blood on his hand. “It’s just a scratch. I’m fine; I need to tell you-”

“Sush, shush, Spikey,” said Rarity, already beginning to wrap the scarf around his forehead. “We can’t have one scale on your cute head damaged, can we?”

“Oh, no,” said Fluttershy, hovering above and covering her mouth with her hooves. “Did you get that from falling?”

Spike felt a tug from behind. “What the hay are these?” said Rainbow Dash, stretching out his wings. “Is this what new dragon wings look like?”

“No, I mean, I don’t know, I mean, stop!” the little dragon cried. “Twilight’s in trouble!”

All of the motion around Spike stopped. The ponies all stared at him.

“Do you know something?” said Dash.

“Yeah, I mean, well, sort of,” said Spike. He had to stop and take a few deep breaths to calm himself. “She’s in Everfree Forest, in some kind of ancient palace. Probably where you girls found the Elements.”

The train whistle blew, causing all of the assembled ponies and dragon to jump. “All aboard!” cried the conductor.

Applejack nodded. “Right. The train’s the fastest way back to Ponyville. You can explain on the way.”

* * *

Twilight could hear Celestia approaching before she saw her. The ancient alicorn’s hoofsteps echoed throughout the ruined palace, and the sound of the mas of demons could not drown them out.

She could sense the tension in the room. Every demon stared at the one door into the chamber. They knew what was coming. They fidgeted nervously. Twilight felt that many of them would have fled if not for Starswirl’s binding.

All of them save Hadrian recoiled when the Princess of the Sun entered. Her massive, ornate orichalcum halberd was held before her in her magic. Twilight had read that its name was Sunlight, and that nopony alive had ever seen Celestia use the weapon. Everypony had heard the stories, though. Twilight gulped. Celestia’s expression was grim. Twilight was so used to seeing Princess Celestia smiling. Celestia was scary when she wasn’t smiling.

There was a rusty grinding sound as Starswirl’s mechanical mouth twisted itself into a grin. “So you got my message, Celestia? You’re here alone, I hope. I would hate to have to kill the new princess after holding her all this time.”

Celestia’s voice remained calm, but Twilight had known her long enough to sense the danger in her tone. “Yes, I am alone,” she said, “Though you of all ponies should know how little that limits me.”

“Exactly the attitude I would expect from you, Princess,” said Starswirl. He walked toward her, the mass of demons parting to allow him to pass. “You didn’t disappoint.”

Celestia pointed her weapon at Starswirl. He stopped his advance. “Stop the games Starswirl. Release Princess Sparkle, and you may walk out of here alive.”

“You’re not going to ask what my demands are?” asked Starswirl. He was still smiling, but he backed away from Celestia’s outstretched halberd.

“I don’t care,” she said. “You’ve taken somepony very important to me. The only reason I haven’t killed you already is that Princess Sparkle has never seen an alicorn in true combat. It’s a sight I would rather spare her a little longer.”

“Such confidence, Celestia!” said Starswirl, still backing away. “Some ponies would think your boasts arrogant.”

“Those ponies have not seen me fight,” said Celestia. She took a step forward and a collective shudder went through the demon horde. “But I think a fight may be exactly what you’re after. Sorcerers don’t cast Incomparable Body Arsenal to just talk. It won’t help you. What are you trying to prove?”

Starswirl chuckled. “‘Prove.’ That’s a good word.” He straightened up to his full height. “Superiority, Celestia. That is what I must prove. Superiority over your pupil, and superiority over you.”

“And you think that will earn you your wings?” said Celestia. “You haven’t learned anything in a thousand years. You might have taken inspiration from Twilight Sparkle. In her less than two decades of life, she has learned things about magic that you willfully close your eyes to. She has already surpassed you, Starswirl, and that is why she received the exaltation that you so crave.”

There was another grinding sound as Starswirl’s face shifted back into a grimace. “She cheated! You cheated! I have worked my whole life, accomplishing more than anypony before, and all without exaltation. I will not see you berate me!” His head turned to the demons around him. “Kill her! Kill them both!”

Twilight’s eyes snapped to the two demons standing over her. They were both grinning as they extended their claws. They didn’t have time to use them though, as a glowing bolt of golden essence from Sunlight struck one squarely in the chest, leaving only a blackened skeleton, which crumbled to ash in moments.

Twilight saw her opportunity, and fired a banishing spell at the other demon. It roared impotently as its form dissolved, sent back to Tartaros.

Twilight looked to her mentor and felt the blood leave her face at the sight. In the few seconds that it had taken Twilight to cast her spell, Celestia had decimated the demon forces. All around Celestia were bloody pieces of dismembered erymanthoi, and the sun princess’s hoof was buried in the shattered remains of a demon’s skull in a decidedly new crater in the floor. Twilight brought a hoof to her mouth, trying not to vomit. An effortless sweep from Celestia’s halberd sent a shower of blood across the room as she neatly bisected a new line of attackers.

Celestia herself was fully covered in a glowing magic aura, mounting to the ceiling like a massive bonfire. It was so bright, Twilight had to avert her eyes. This must be her anima banner flaring, thought Twilight. She had heard that such an aura manifested when an alicorn drew on her full power. She realized that she had never really seen Celestia exert herself.

With a rusty grinding sound, Starswirl leapt into the fray. His hooves sprouted spikes, and one detached from his foreleg, remaining connected to the limb by a chain. He swung the limb like a flail, a mad grin on his face. Twilight tried to shout out a warning, but Celestia was already raising a wing to deflect the blow. A golden sheen spread across her raised wing, and the hoof-flail shattered on impact.

Celestia reached out, and with a flick of her wrist, she coiled the chain around her foreleg and pulled hard, pulling Starswirl close. She brought her other hoof up so strike Starswirl squarely in his metal face. The chain snapped as Starswirl went flying across the room and struck the far wall with a thunderous crash. He slumped to the ground.

Celestia spread her wings and pursued, Sunlight raised high for the killing blow, but was forced to divert her attention when Hadrian struck. He was wielding a staff that seemed to be made of the same sludge that dripped from his coat. He swung his weapon overhead, and Celestia raised her own to parry. Their eyes met as their weapons locked.

“Hadrian,” she said, her voice unnervingly calm. “I thought I recognized you in that horde. You’re supposed to be dead.”

“Life and death are full of surprised, Celestia,” said Hadrian. “We never met in person the last time I was on earth. I’m glad to have the opportunity now.”

“Unfortunately, I have no time to correct my mistake,” said Celestia. She hooked Hadrian’s staff on the head of her halberd and wrenched it away from his grasp before knocking him to the ground with a blow from Sunlight’s shaft. “Go back to Tartaros.”

An arc of magic came from Celestia’s horn, and Hadrian's form dissolved. Twilight recognized the more powerful version of the banishment spell she had cast on the erymanthus.

Then everything went completely silent, and time seemed to slow. Out of the corner of her eye, Twilight saw a crimson aura coming from Starswirl, and turned her head to see. The aura covered his whole body, and his mouth was open wide. She somehow knew that her momentary deafness was the result of what Starswirl was saying. Her ears had closed themselves off. They didn’t want to hear what was coming out of Starswirl’s mouth.

One look at Celestia told Twilight that the sun princess could hear every detail.

Celestia’s eyes widened, and for the first time in her life, Twilight saw true fear on her mentor’s face. Celestia’s mouth fell open in a soundless scream. Her anima banner shattered like glass, the shards dissipating as they fell to the ground. The glow surrounding Sunlight flickered and then faded, and the weapon fell to the ground.

Celestia fell to her knees, the fear in her face replaced by pain. She still cried out in that horrible, soundless scream. Twilight could see every muscle in Celestia’s body tensing. Her coat darkened and shriveled. Her ethereal mane and tail both drooped and turned a dull pink; they seemed to be made of mundane hair now. The skin across her face tightened in some places and drooped in others until Celestia truly looked like a pony that was centuries old, and her wings cracked and bent at unnatural angles.

Sound returned to Twilight’s ears, and she heard herself shouting Celestia’s name. She flew the short distance to her mentor, who recoiled as she approached. Despite the wrinkles in her face, the look that Celestia gave Twilight put her more in mind of a small, scared filly than an ancient god-princess.

“No!” shouted Starswirl. His metal body was smoking. He tore off his cape and looked at his wingless back. “No! Why isn’t it working? I won! I beat you!” He turned his gaze skyward. “Have I not proved my superiority? Have I not demonstrated my worthiness?”

He returned his gaze to Twilight and Celestia. He addressed the few remaining erymanthoi, now cowering in corners. “Finish them off.”

A new panic arose in Celestia’s eyes. Her horn glowed dimly, and Starswirl’s glowed to meet it. He shot a burst of countermagic at Celestia, but Twilight stepped forward and responded with her own counterspell, which knocked Starswirl’s out of the air in mid-flight. She spun around to see what spell Celestia was casting, and to her surprise saw only a flash of light as Celestia teleported away.

She left me, Twilight thought. Her eyes darted around the room. With Celestia gone, the erymanthoi were quickly getting their courage back, and Twilight knew she couldn’t banish all of them. Not with Starswirl there to counter anything she tried.

Her eyes settled on a nearby stained-glass window. She took off for it, gritting her teeth as the scalpel wounds in her wings painfully reopened. She held her hooves in front of her face as she crashed through the window. The falling, shattered glass cut into her wings, and Twilight half-glided, half-tumbled into the forest beyond.

Author's Note

Exalted fight scene go!

Not a whole lot to explain here, except to point out that this scene illustrates why you don't want to piss off elder Solars.

Since I've got a moment, I should probably explain the different types of magic. Magic is broadly divided into two forms: Charms and Sorcery. Charms are far more ubiquitous than sorcery. All of supernatural beings' "be better at stuff" powers are charms. Charms are simply techniques of manipulating one's own essence to get a certain result. They're natural extensions of a supernatural being's power. You learn to use a charm the same way you would learn any skill or technique. Sorcery, on the other hand, is far more involved. It involves a very conscious and deliberate imposition of the sorcerer's will on the surrounding area. Sorcery takes time, and it often involves complex rituals. Countermagic is the realm of sorcery. It can unravel the complex essence constructs of sorcery, but cannot affect the use of most charms.

Charms demonstrated:
Blazing Solar Bolt - vaporizing the demon threatening Twilight
Peony Blossom Attack - cleaving through the line of erymanthoi
Adamant Skin Technique - taking the hit from Starswirl's hoof-flail
Heaven Thunder Hammer - punching Starswirl across the room
She's also probably using a melee excellency. Excellencies are charms that don't do anything fancy, but just make you really, really good at mundane stuff. They're easy to get, and they're efficient, but most players don't use them as much as they should because they're terribly boring.

It strikes me that pony exalted that focus on combat have the potential to be really scary. They can wield a melee weapon with telekinesis while simultaneously going all magic kung-fu with their bare hooves. That's hard to do when you're limited to two human hands.

And wow! What the hell did Starswirl do to Celestia? Exalted players will probably be able to guess, but that's going to be explained pretty explicitly in the main story eventually, so I won't spill it here in the notes.

One last note on Twilight's teleportation: it's actually quite difficult to get teleportation magic in Exalted. It usually requires either Sapphire (2nd circle) sorcery or access to some pretty impressive artifacts. I imagine that Twilight's teleportation is a weaker, Emerald circle version of Travel Without Distance that only works at short range to locations either within the sorcerer's line of sight or to which the sorcerer is intimately familiar. I'm not sure what this would do to balance if it were introduced in an actual Exalted game. Of course, using the words "balance" and "Exalted" in the same sentence is a sure sign of madness, so I won't worry about it too much.