Nightmare Empire

by devil001

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Dark, Main 6, Nightmare Moon
Length: 24818

what if Nightmare Moon beat Celestia over a thousand years ago, how would the world we know and love b different?

Nightmare Moon banished Celestia to the sun a thousand years ago, Equestria is different and so is everyone we know. how will it be different? What will the Equestrian Empire be like? What happens when Celestia returns?

Read to find out.

Published 2013-09-05 22:50:01 UTC
Last updated 2014-04-06 17:24:01 UTC

Episodes I Can Use

S01E01 - Friendship is Magic, Part 1
S01E02 - Friendship is Magic, Part 2
S01E05 - Griffon the Brush-Off
S01E06 - Boast Busters
S01E09 - Bridle Gossip
S01E16 - Sonic Rainboom (M)
S01E19 - A Dog and Pony Show
S01E21 - Over A Barrel (M)
S01E26 - The Best Night Ever

S02E10 - Secret To My Excess
S02E15 - The Super Speedy Cider Squeezy 6000 (M)
S02E25&26 - A Canterlot Wedding Part 1 & 2

S03E01&2 - The Crystal Empire
S03E05 - Magic Duel
S03E07 - Wonderbolt Academy (M)

After looking through, and watching, all the episodes up to the end of season 3, these are the episodes I think I'll be able to use in this series, the one's with the (M) next to it means I want to use the episode and I might be able to use it. So it's a Maybe.

If you think I can use other episodes please say so and pitch to me why, and possibly how. If you want to know the reason why I'm not using a certain episode please ask and I'll explain why.

Author's Note

After looking through, and watching, all the episodes up to the end of season 3, these are the episodes I think I'll be able to use in this series, the one's with the (M) next to it means I want to use the episode and I might be able to use it. So it's a Maybe.

If you think I can use other episodes please say so and pitch to me why, and possibly how. If you want to know the reason why I'm not using a certain episode please ask and I'll explain why.

Rise of the Equestrian Empire

Rise of the Equestrian Empire

Once upon a time, in the magical land of Equestria, there were two regal sisters who ruled together and brought harmony to all the land.
To do this, the eldest used her unicorn powers to raise the sun at dawn, the younger brought out the moon to begin the night, thus the two sisters maintained balance for their kingdom and their subjects, all the different types of ponies.

As time went on, the younger sister became worried, for there were others that wished to do harm to her subjects, and while they played in the day her older sister brought for them, and slept through her star-filled skies at night, she knew that if they were attacked none of her little ponies would be able to defend themselves.

One fateful day she tried to reason with her elder sister, to make her see the foes that were endangering their subjects. But she refused to listen to her logic, and said that by simply offering land and valuables there would be peace.

As more and more creatures came to take what was not theirs the younger sister was not able to stand back and watch as her subjects lost their homes and their pride, vowing to protect them and make them strong, she harnessed the most powerful magic known to pony kind, the Elements of Harmony, and became the great leader, a saviour to pony kind but a nightmare that struck fear into its enemies. And so she came to call herself Nightmare Moon.

Using the power of the Elements she refused to allow the sun to rise and to defeat her elder sister, banishing her permanently to the sun.
As the enemies watched they saw Equestria stay in darkness for twenty-nine days and nights, on the thirtieth the sun rose upon the new Equestria and its army, led by Nightmare Moon. Together they took back what her sister had no right to give away and chased away those that thought ponies weak and small.

Bowing to their new ruler the ponies were eternally grateful to Nightmare Moon, who took on duties of both sun and the moon, and promise to always keep them strong and safe, and have been ever since.

To say the least Nightmare Moon was surprised when the head of a dragon had smashed through the roof of one of her buildings mere seconds after the rainbow shock wave that no doubt stretched throughout her empire, but as she entered the room where the beast stood she was even more surprised as she watched a small purple filly glowing and zapping everything in sight with magic, it should have been impossible, no unicorn of such young age had power of this level.
If she remembered correctly the exam for unicorn fillies was to birth an egg, where the creature was then raised and trained to serve and fight in her army, this one had obviously received a dragons egg and not only had she broken the egg but also caused it to grow to full size.

As her guards placed themselves between her and the glowing filly she stepped forwards, brushing them aside and walking up to the filly, as her shadow cast over her she looked up at her regal form and firm face and recognized her.
As the glowing stopped the dragon became a baby again, sitting on the destroyed cart and sucking his own tail, the two plants in the corner became ponies again and the group of examiners was released from their magical confines.

"Twilight" the two ponies that were previously plants called out and ran to the filly, hugging her before looking up and seeing Nightmare Moon where they proceeded to bow "your majesty"

Saying nothing Nightmare Moon looked down at the filly bowing at her and stealing quick nervous glances. "Her name" she demanded at last

"Twilight Sparkle your highness, please we will clean the mess and pay for the damages" the father spoke but was quietened by the raising of one of Nightmare Moon's hoofs

"Twilight Sparkle you have a great ability, I have not come across another unicorn with your raw abilities before. But such abilities are useless without the proper focus, study and training, as such, from this day forth, you shall become my personal student and begin the mastery of your magic in my castle" Nightmare Moon watched as the surprised filly looked up at her with surprise on her face and her jaw open.

"Thank you your majesty, this is a great honour, we don't know what to say" the mother said as she forced her daughter to bow her head again.

"Nothing is needed to be said my subjects, just vigilance and strength" turning Nightmare Moon was followed by her guards as she left the room, hearing someone start to cheer about their cutie mark. "Captain"

"Yes your majesty?" One of the guards appeared along side her and bowed his head as he walked

"I wish for that filly to have no distractions, I sense great potential within her but it will be stifled unless she is learning from me all day, everyday. Am I making myself clear?"

"Indeed your majesty, for the empire" he stopped and bowed again, letting Nightmare Moon and the other guards walk past him.

---Break---

Twilight sniffed as she sat in front of the castle, the night sky was clear of clouds and a bright full moon shone down, the servants carried what few things she still owned into the castle as Nightmare Moon walked down the steps, each pony bowing as she passed them.

"It is a sad thing for a filly to lose her parents" as Nightmare Moon stood in front of Twilight the young filly looked up at her and choked back her tears, squeezing a home made doll tightly. "Especially in such a manner, to lose all those you know in one fell swoop. Follow me, Twilight"

Holding the doll in her mouth Twilight stood and followed Nightmare Moon into the castle, having to walk quickly to keep up with Nightmare Moon's long strides.

"You shall live and study here in the castle, you shall have everything you need. It cannot replace what you have lost but in time I hope you are comfortable here" stopping outside a door with two guards positioned outside of it one of them opened the door to reveal the large room behind containing a bed, a study desk and several large full book cases. "If there is anything you need just ask, goodnight Twilight"

As she turned to leave Nightmare Moon heard a small voice "um... Your majesty?"
Turning she saw Twilight had placed the doll on the floor "will I be able to visit my brother?"

Saying nothing for a few seconds Nightmare Moon looked down at Twilight, "when he is feeling better I shall arrange for you to visit him, until that time I suggest you try and rest, you will have a long day of studying tomorrow"

"Yes Empress" Twilight bowed as Nightmare Moon turned to leave again, "Empress? Thank you for helping me"

---Break---

Twilight looked at the book filled with the ancient laws and history of the Equestrian Empire, she had read it many times in her life and still read it at least once a year at the insistence of the Empress.

"Ever since the Empire began it was declared and agreed that all ponies; earth, unicorn and Pegasus. Would be drafted into its army, spending a year in training and another in service to the Empire and its Empress. No pony, no matter their social standing, is beyond this calling, unless the Empress herself says otherwise as she sees the pony has skills and abilities that is beneficial to the Empire."

Twilight looked up from the book, that part had applied to herself and very few other ponies. To this day she'd spent most of her time memorizing books, learning new spells and practising them to perfection, Empress Moon expected no less from her personal student.

"Once the drafted time has passed a pony is free to leave the army to pursue their own speciality, though many choose to re-enlist as many jobs and skills are linked to the military and it’s many factions. With this the Equestria empire has been able to defend itself against all enemies that it has faced, and expand its borders incorporating those that once tried to threaten the empire.
Once added to the empire the new citizens are questioned thoroughly about what skills they have and what jobs would suit them best."

Twilight knew these proceedings well as she had sat in on several of them after the concurring of the Griffins, the questions were long and varied but each griffin was given a job they seemed satisfied with.

"Ms. Sparkle" a voice called out, as she snapped out of her thoughts Twilight saw a palace guard approaching towards her "her majesty Empress Moon has asked you to report to her personal chambers" he said as he saluted her.

Placing a bookmark and closing the book Twilight jumped down from her desk following the guard through the halls, as she passed servants bowed to her and guards saluted, when she first moved into the castle she didn't like it but after years of hard studying and accomplishing the toughest tasks Nightmare Moon had assigned her she knew she had earned it as well as the title of 'Personal Student of Empress Moon'. The empire was only as strong as its weakest pony, and she was in no way weak.

As Twilight stood before the large, dark doors leading to Nightmare Moon's personal sleeping quarters the guard saluted her again before leaving and returning to his usual duties. Taking a deep breath Twilight knocked three times on the door and waited a few seconds before entering, as she did she saw the dark colours of the room, a dark blue that looked black unless you concentrated on it and woven into each piece of fabric was the tiniest diamonds, less than one carrot, that sparkled like stars in the night sky.

"Ah Twilight, you've arrived" Nightmare Moon looked into a large mirror as a white unicorn fussed around her, re-arranging pieces of fabric and sticking them in place with pins, Nightmare Moon watched Twilight's reflection as she bowed to her

"Of course my Empress, how can I be of service?" Twilight asked as she raised her head

"If her majesty could extend her wings, I need to see if the dress will ride up" the ponies nervous, but professional voice, asked.

Obliging Nightmare Moon extended her wings to their fullest, the cloth moving slightly but as the unicorn examined her work she smiled brightly

"Oh this is perfect, this will be my greatest work yet,” the unicorn said more to herself than to any pony else "thank you your majesty, this dress will be perfect for the celebration"

"Have you met Rarity?" Nightmare Moon asked as she lowered her wings, Rarity making notes of what piece of cloth goes where and slowly removing them from Nightmare Moon's person

"We've... met in passing when she's visited the castle in the past, Spike seems to have a crush on her" Twilight watched as Rarity rolled her eyes, whenever he saw her in the castle he would follow her around and try to impress her though it never worked.

"Yes well, such is young love." As the last piece of cloth was removed Nightmare Moon turned to face Twilight, who removed her slightly glowering eyes off Rarity and looked at Nightmare Moon, who smirked slightly. "Rarity is one of the finest jewel hunters in the Empire, did you know that on the day she received her cutie mark she accidentally invented a spell that allowed her to find jewels?"

"No my Empress, but it is always good to hear that the citizens are always finding ways to help the empire" Twilight's eyes flicked to Rarity for a second before returning Nightmare Moon. "Perhaps she can teach it to me sometime"

"Perhaps, but Rarity is much more than a simple jewel finder, she is one of the finest dress makers in the Empire and is being charged with making a dress for me for the celebration in a few days time. When shall the dress be ready?" Nightmare Moon turned and faced Rarity, who looked surprised slightly and bowed to her.

"Before the moon is lowered this evening your highness, it will have my undivided attention, if the dragon can be stopped from breaking my concentration" Rarity caught a quick glance of Twilight who was glowering at her again.

"I shall keep him out of your way" Twilight said to Rarity as she refused to blink while looking at the white unicorn.

"Good, now leave us" Nightmare Moon demanded to Rarity, who simply bowed again and used her magic to carry out her items as she left. As the door closed Nightmare Moon moved to the balcony that allowed her to overlook the city below. "As you know Twilight in a few days time it will be the celebration of the founding of the Equestrian Empire, an empire that has stood a thousand years strong."

"All thanks to your leadership, my Empress" Twilight joined Nightmare Moon on the balcony and saw the princess smirking as she looked at her.

"So possessive after all these years Twilight Sparkle, tell me, did it bother you to see that unicorn fuss about my person?" Though Twilight said nothing and tried to hold eye contact the silence and shifting eyes told Nightmare Moon everything she needed to know making her chuckle at her student. "You are one of the few ponies I trust Twilight, I have taught you everything you know of magic and in return you have exceeded my expectations."

Nightmare Moon watched as Twilight smiled proudly before continuing "history has a way of repeating itself, and as such gives old enemies a chance where they failed before. For the good of the Empire this cannot be allowed to happen," her horn began to glow and an old book floated in front of Twilight. "Take this and read, but let no other read it understand?"

"Yes my Empress" taking the book in her own magic Twilight looked at it closer, the spine was badly cracked and the leather was starting to peel away, the gold lettering upon its cover was all but gone. "What is it?"

"A book of secrets, now go and learn them" Nightmare Moon watched as Twilight bowed and left.

---Break---

Twilight read the book slowly and carefully, absorbing each word to its full effect. The book was the diary of Nightmare Moon when she had still been known as Princess Luna, and in it she put down her thoughts and arguments of a thousand years ago when her sister, Princess Celestia, was the ruler.

"Diary

Again Celestia ignored my advice, how can she sit at the same table as those villains?
They threaten our people and she offers them our resources in the name of peace? Can Celestia not see that her way is short-term and eventually she will have nothing left to offer? Then what?

We need to stand together, pony with pony and princess with princess, to show the world that though alone we can be weak and small, together, there is nothing that can over come our combine might.

I fear Celestia cannot see the strength of her people, or does not want to admit it; she wishes to treat them as children and protect them as such. But I know their strength; I am willing to use it to protect not only themselves but also our lands.

How long will Celestia give away our pride?"

Twilight leant back from the diary, princess Celestia, she was sure she'd heard that name before in her history lessons. From what she'd read in the diary it sounded like Celestia wanted to coddle her subjects, and was willing to give away their land and pride to try and keep them safe. Even Twilight could see the flaw in that plan, more and more enemies would come and try to fight them and Celestia would give them what they wanted. It made her angry that Equestria ever had a princess willing to bow to others and surrender to bullies.

As Twilight read through the diary she could see Princess Luna becoming more and more desperate to help and protect her ponies, but Celestia kept ignoring her. Twilight reached the last entry under candlelight, the sun gone down an hour before.

"Diary

More and more Celestia is ignoring my instructions, can she truly not see how weak she is making pony-kind?

I see their dreams, watch them as they sleep. They are afraid of what might come; Celestia has put that fear into them with her actions.

If I don't do something soon the true strength of our subjects will be lost and all they will ever know is weakness and fear, but still Celestia insists allies made through friendship will last.

We each bear three of the Elements of Harmony but are both able to use all six, if Celestia would somehow use them against me my plans to overthrow her would be stopped before they begin. I need to get to them first, to hide them.

I have a week before the longest night reaches us, I must be ready by then"

The Elements of Harmony? Twilight was sure she'd heard of them before but she couldn't remember where. It was in an old book, a book full of knowledge about ancient and powerful objects, which meant it was in the library.

---Break---

"Is it really that important to find the book now?" Spike yawned as he skimmed through his twentieth book, his brain not even registering what he was looking at anymore.

"My Empress gave me the book to read, she wanted me to learn what was in it. She said the elements were powerful enough to stop her plans before they even began, items such as these must be found so they can't be used against the empire, or my Empress" Twilight speed-read through book after book looking for the words that would grab her attention. As she looked through an old, though well kept, book she stopped flicking through the pages as she found the page she was looking for.

"The Elements Of Harmony

The exact origin of these items is unknown, but what is know is that when used together the power is thought to be able to beat or vanquish any foe of the users.

Each jewel represents a certain virtue that can be found in many but personified in few: Honesty, Generosity, Kindness, Laughter, Loyalty, Magic.

Through record the Elements of Harmony have taken various shapes with each new bearer, meeting the need and suiting the bearer individually

The Elements Of Harmony can only be used together, and if the bearers is true to themselves."

"That's it? All that searching for a single page?" Spike asked as he read over Twilight's shoulder

"A page is more than we had before, and we know a lot more than we did" rereading the page Twilight memorized every word before placing the book back on the shelf. Placing Spike on her back Twilight ran out of the dark library.

"Where are we going?" Spike asked her gripped Twilight's mane so not to fall off

"You're going back to bed, then once I've made a few notes I'm going to see my Empress"

---Break---

Twilight trotted proudly down the hallway; in her saddlebag she had Nightmare Moon's diary and several pages containing notes and her thoughts on The Elements Of Harmony. As she turned the corner she could see the guards in front of Nightmare Moon's room, standing like statues until she approached, then they opened their wings to block her entrance.

"Her majesty Nightmare Moon is sleeping, with orders not to be disturbed for any pony" one guard said

Sighing Twilight knew she had to wait, while being the personal student of the ruling monarch gave her many perks and allowed to go places others couldn't, she still had to follow orders by Nightmare Moon. Sitting and re-reading the diary Twilight didn't have to wait long before another pony joined her, looking up she saw Rarity walking down the hall with Nightmare Moon's dress complete and ready to be presented, a tired but proud look on her face.

"I have her majesty's dress for the celebration"

"Her majesty Nightmare Moon is sleeping, with orders not to be disturbed for any pony" the guard repeated, Rarity looked like she was about to argue but took a deep breath and sighed

"Very well, I shall wait"

It was only now that she wasn't focused on presenting her dress that Rarity noticed Twilight who was watching out of the corner of her eye. "Ms. Twilight" she said as she bowed.

"Rarity" Twilight replied in curt acknowledgment, Rarity was the only other pony she knew of that didn't have to serve time in the army, and that meant Nightmare Moon had acknowledged her skills, and so would she. Looking at the dress Twilight was amazed, she'd seen many fine dresses before but this was one of the best. "You made that dress all by yourself?"

The dress was almost an exact match to Nightmare Moon's color; the thread sparkled like stars when the light caught it just right. The dress seemed to flow like water when moved even the slightest bit, and running across the edges of the dress was the moon in all it's different phases.

"Of course I did, I wouldn't leave such an important piece of art to an understudy, they helped make the thread but I would never dare let a hoof other than my own work on this." Looking at the dress Rarity's eyes filled with admiration for her own work and sighed, "I truly wish I could run my boutique full time but my duties to the empire come first"

"You own a boutique?" Twilight asked

"It's mainly run by understudies and assistants, I manage to make a few cloaks and dresses here and there but my given duty is more important"

Hearing a clicked Twilight and Rarity watched as the doors unlocked and opened, for the shadows of the room Nightmare Moon stepped out and the two guards saluted as Rarity and Twilight bowed.

"I see you have finished the dress" Nightmare Moon turned to Rarity first, noting the look on Twilight's face, which quickly disappeared

"Of course your majesty, I swore it would be done before the moon sets" Rarity smiled as she bowed again, Nightmare Moon inspecting it closely. "I've made sure it doesn't restrict your movement in anyway and you can use your wings freely, it doesn't crumple as you walk and it sparkles with each step"

"An impressive dress to be sure, one suitable for the celebration, you have done well"

"Thank you your majesty" Rarity bowed again as Nightmare Moon turned to Twilight

"Have you read what I told you to?"

"Yes my Empress, I also researched what was mentioned and made some notes" Twilight opened and presented the notes to Nightmare Moon, pride on her face as she did so.

"Excellent, enter and we shall discuss them. Rarity, remain here" Nightmare Moon order, as she entered the room the doors closed behind her letting the fire and candle light fill the room. "So my student, what has your research turned up?"

As Twilight presented her notes Nightmare Moon wasn't surprised at the detail she had gone into, her personal student taking even the minute details in every assignment and spell given to her.

"And that is why I have reasoned, and fear, that your elder sister Celestia will be able to break free of the spell on the day of the celebration" Twilight placed down her last page of notes and floated over a glass of water, her throat parched from her long presentation.

Saying nothing Nightmare Moon sat in deep thought, suddenly her horn began to glow and the doors to her room opened "Rarity, enter"
Slightly surprised Rarity nervously entered the room bringing in the dress, bowing as she stood before Nightmare Moon.
"As you both know the celebration of the founding of the Empire is only a day away. I want you to travel to Ponyville and make sure everything is prepared for my arrival, Rarity you shall guide her to the ponies in charge."

Both Twilight and Rarity were shocked at the orders given to them; Rarity was the first to recover and bowed while saying

"Of course your majesty, I shall prepare for my, our, departure immediately"

As Rarity left the room Twilight was still in shock of what her teacher had said. "But, what of the Elements and Celestia?"

Standing Nightmare Moon turned to the dress to examine it in the candle and firelight where it seemed to sparkle more than it had in the hallway. "I have given you an order Twilight, are you going to ignore it?"

Realizing the tonne Nightmare Moon was using Twilight quickly bowed to her "of course not my Empress, I was just-"

"You need not concern yourself in this matter for the moment, the celebration is almost upon us and it must be run perfectly for the citizens and troops to be rallied and reminded what they fight for. Now are you going to leave or do I have to repeat myself?" Looking at Twilight Nightmare Moon's eyes seemed brighter and more distinct than usual, the slit iris boring itself into Twilight.

"N-no my Empress, I shall get Spike to prepare my things right away" bowing quickly Twilight ran from the room leaving Nightmare Moon to go to her balcony, the night ending and preparing for the day.

"You shall not take this empire from me sister, you are no longer wanted. I have seen to that." Spreading her wings her eyes and horn began to glow as she began the task of lowering the moon and raising the sun.

Author's Note

I have a bad habit of starting fics and not finishing them, but i write them as I feel and hopefully not piss off too many people doing so.

This here is the land of Nightmare Moon, Celestia lost and for a thousand years ponies have been raised to fight and die for the Empire and Empress. Keep reading to see how different everyone is.

Not sure how far into the series I'll be taking it but I'll be doing the first two episodes for sure, after that I might do an episode here and there.

Rise of the Empire pt.2

Rise of the Empire pt.2

Nightmare Moon watched as the carriage carrying Twilight and company flew past the window, things were starting to occur that even she couldn't control, but she could certainly stack the odds in her favour.

"Gentle-ponies, tomorrow is the celebration of the rising of the Equestrian Empire which has stood a thousand years strong" Nightmare Moon turned from the window and faced the generals of her army, whom sat around a large table showing a large map of the world with flags placed around certain locations, showing which places had be conquered and made part of the Equestrian Empire. Smaller flags showed where they had outposts which watched the borders of the empire, though no other force in the world could match the might of the Empire it's always best to watch your enemies.
"Now is the time to increase the borders of my Empire even further, with the spirits of our soldiers and citizens at their highest we shall be an unstoppable force. We must use this opportune time to push my borders beyond what others thought possible"

"If I may your majesty, do you mean to say you wish us to push into the waste lands?" A young general spoke up nervously "we have none in our, I mean, your army that can survive long in such a barren and harsh environment, and as far as we can tell no creature can live there'

Nightmare Moon walked around the table and stopped behind the young general, who tensed as he felt her stand behind him and look down on him, her presence sending a shiver up his spine.

"No general, that is a land to be conquered another day. I aim for a prize far greater, one ponies and other creatures have thought impossible to capture, to beat." Defying the light, Nightmare Moon's shadow slid across the floor and moved over the table, pushing a flag to the middle of the most northern part of the map.
"We shall go to the north and take the City of The Great Bears, birth place of the Ursa Majors."

---Break---

Twilight sighed as she sat in her own corner of the carriage as Spike listened to Rarity talking about Ponyville and what she's done for it in the past, Twilight herself had no interest in the small town and the ponies who lived there but like all good citizens of the Empire when she was given an order by the Empress she followed it to the letter.
Not wanting to listen about the recent increase of Griffins in Ponyville Twilight pulled The History Of The Equestrian Empire out of her saddle bag and opened to a random page, once she started reading a book it took something big to break her concentration. In the past that had earned her both good and bad praise from Nightmare Moon.

'As the Equestrian Empire came upon the home of the Zebra's, Empress Moon herself met with the leaders of the different tribes, extending them a hoof in friendship and offering them a place in the Empire.

It should be noted the meeting itself was in private and only the Empress and leaders of the clans were allowed into the hut, but it has been said that once the meeting was over it was heard the leaders of the Zebra tribes calling Empress Moon a Nightmare Dream Demon that was trying to trick them into giving away their spirits.

Even with being called such insults Empress Moon did not attack the Zebra's, instead meeting them separately months apart after setting up command posts, showing them that the Empire could have taken their land and food by force but wished for them to join peacefully.
After much negotiations each tribe joined the Empire separately, realising the benefits and protection they will receive from the Empire. The elders of each tribe were resistant to join but as they started to speak of the Empress invading their dreams their tribes started trusting their decisions less and less until their tribes replaced them.'

Twilight remembered Nightmare Moon telling her about the Zebra's, though their home wasn't abundant in fancy food or life style the land itself held a lot of metal and jewels, and though she could have taken everything with a flick of her horn she had told Twilight you need the right strategy for the right culture.'

"Twilight? TWILIGHT?" Spike shouted snapping Twilight back to reality "we're here"

Looking out of the window she saw the bustling town around her. "Good, the sooner we get this done the better" closing the book Twilight put it back in her saddle bag as she opened the door, as she stepped out she saw the large tree that held the towns library and her temporary home for the day.

"Ms. Twilight Sparkle?" A large pony asked "I am head of the guards of Ponyville, this is my lieutenant Applejack."

Twilight looked at the pony and saw that he and his lieutenant were wearing armour similar to the guards of Canterlot but wasn't as fancy looking but looked as if it would do its intended job.

"Your temporary lodgings have been fully prepared for you and should you need any assistant simply ask any of the guards"

"Yes thank you guard-captain, but as you can see I have Rarity if I have any questions so your services are not required" turning to enter her new home Twilight stopped as she heard the guard-captain say

"That is all good Ms. Sparkle but we guards would not be doing our duty if we let the student of Empress Moon walk around our town without an escort, therefore for the duration of your stay Lieutenant Applejack will be your escort and bodyguard"

Turning to face the captain Twilight glared into his unblinking eyes as he kept his poise. "Are you telling me I Need a bodyguard? Do you think after all these yours of training under Empress Moon I am unable to defend myself?"

"No ma'am, but it is the sworn duty of the guards of Ponyville to protect its citizens and visitors. For a visitor such as yourself a bodyguard is mandatory, if we ignore our duty to those in Ponyville then we ignore our duty to the empire"

Opening her mouth to argue Twilight felt someone nudge her in the side, looking around she saw Spike giving her a 'just go with it' look. Sighing Twilight grabbed him with her magic and placed him on her back "fine, let's just go. Rarity where does, Fluttershy, live?" Pulling out the list of ponies she had to visit Twilight looked at the first one, who was in charge of organising the animals for the music and parade.

---Break---

"I tell you it will work," a general argued with another "a couple of platoons and two weeks and we'll have the city. Magic users combine their power and cause an avalanche, before any bear knows what's happening they'll be digging the city out of stone and snow while the Empress takes the throne."

"You always think your bull-headed, strong arm tactics will work" another general spoke up "I've got informants on the inside of the city that tell me they have protective spells to stop such things from happening. To take the city and beat down the Great Bears we need muscle of the mind, not hoof"

"Of course you think that, we all know you prefer to sneak in and poison the enemy to take the fight out of them, but what of the citizens? You risk their lives as much as the soldiers, what is the point of ruling a kingdom if there's no one to rule"

"ENOUGH" Nightmare Moon shouted, her voice echoing like rolling thunder through the room, all the generals were instantly silent not wishing to incur her anger. "You are generals in my army, not colts in a school yard"
Her face had changed slightly, her teeth were all sharp and her tongue was more serpent-like, her eyes were brighter than usual and she seemed to have no eyelids, she just stared at each pony unblinking.
"If no pony can permeate an idea that can get us through the protective spells, defeat the army of Great Bears inside and minimise the death rate of civilians then keep your mouths closed until you do"

Saying nothing the generals sat in an uncomfortable silence looking around at each other, as the seconds passed they could sense their Empress getting angrier at their inability to formulate a plan she would agree on. Hearing someone clear their throat everyone watched as the eldest and most war-scarred pony stand.
"Your majesty, I believe I have a plan that suits your needs."

"Very well, speak your plan" Nightmare Moon's appear turned back to normal, General Scroll was her most decorated and eldest general, not one to back down from being on the front line and always new how to demoralise his enemies. If anypony had earned the right to speak it was him.

Using his magic he positioned several flags to represent the City of The Great Bears. "When we go to the meeting of the leaders for their inevitable decline of our generous offer for them to join the Empire, we sneak in several crates of Parasprites which are under a sleeping spell. Then when you leave the city several platoons of soldiers will wait on their doorstep."

Moving more flags he positioned them in front of the flag-fort "with their backs to ice and stone the Bears will not be able to leave the city as their defences will constantly be shielding them. With the Empire so close to their own kingdom you will be able to prevent the sun raising which, after several days, will make the ice too thick for them to brake through and fish for food. If they are able to collect food through the ice that is where the Parasprites come in, after several days of waiting that is when we will attack creating enough noise to awaken the Parasprites, who will feast and reproduce. Soon the food will run out, the Great Bears will have problems of destroying the Parasprites and keeping the shield up against our forces, keep control of the city and their strength up. Within two weeks I promise Empress Moon, The City of The Great Bears be yours"

Raising the flag the represented the main city Nightmare Moon used her magic to float it in front of herself "a great plan General, and a lot of preparation needed. Go now and prepare the supplies you will need, and have a list to me by tomorrow"

---Break---

As Twilight walked up the path to the cottage of the pony known as Fluttershy, she could hear and smell the animals she looked after and trained.
Rarity had told her about Fluttershy, quite and shy to other ponies but to animals she acted like their mother, she could get them to listen to her in such away she trained creatures like Manticore's for the army.

As Twilight knocked on the door Spike jumped off her back and the small group waited, after less then five seconds Twilight knocked again, harder.
"Perhaps she's in her garden tending to the animals" Rarity offered as Twilight raised her hoof again, a clear intention on the face that the door would be opened or she'd break it down.
Saying nothing Twilight lowered her hoof and gave Rarity a seething look, turning she walked quickly around the cottage and was surprised to see the amount of animals in the large garden, which had been split into two; one half was for the smaller animals to relax and have fun, the other was for larger and more dangerous animals to train and practice, and if hurt, recover.

As Twilight walked up to the pink maned pony she saw she was wrapping a large bandage around a Manticore's front leg and heard her say "now you stay off that leg until it fully heals ok, who's mommas brave soldier?" Before being picked up and receiving a large lick on the face before it flew away.

"I am Twilight Sparkle, personal student of Empress Moon, you are Fluttershy the pony in charge of the music and parade correct?" Twilight spoke boldly making Fluttershy jump and cower slightly as she looked at her "is everything ready for the celebration?"

As Fluttershy stuttered she tried very hard to avoid looking at Twilight "um, that is, well-"

"Are you trying to tell me the preparations aren't ready?" Twilight cut in, loosing patience quickly "this is the celebration of a thousand years and you're not ready? Are you even taking this seriously? Empress Moon herself will be gracing this town with her presence and expects a parade and music, and will not be pleased to hear that everything isn't ready"

Around her the animals had become quiet as Fluttershy shrank more and more at Twilight's loud words, a few of the larger, more dangerous animals began growling at her.
"Er Twilight," Spike said as he stepped out from behind Applejack and Rarity "I think you should relax and apologies"

Looking around Twilight realised what was happening as Fluttershy looked up and saw Spike, gasping loudly her wings shot open as she dashed forwards and grabbed Spike, pulling him into a tight hug.
"A baby dragon, I've never met a baby dragon before. I want him, I'd love to train him into a big, strong soldier" she squealed happily as she floated in the air above the small group

"He already has a job, he's my assistant. Now is everything ready for Empress Moon's arrival?" Twilight asked again talking the opportunity to get a clear answer from Fluttershy

"Oh yes, everyone's been working so hard to get the right notes and march in time and order, I'm so proud of everyone" Fluttershy spun around as the garden echoed with different animals calls and roars.

"Well that's finally cleared up, so now we can leave" using her magic Twilight pulled Spike out of Fluttershy's hug and placed him on her back as she turned to leave "now to find the next pony on the list"

"Oh but I haven't asked him any questions yet," much to Twilight's annoyance Fluttershy started to follow them, flying and keeping eye level with Spike "I want to know everything about you"

"Well I hatched from an egg, like all dragons, but it was Twilight that hatched me" Spike began his life story as Twilight gave a disgruntled sigh.

"Isn't there a way for me to get rid of her?" Twilight asked Applejack who marched next to her

"Sorry ma'am but once Fluttershy becomes interested in a new creature only the Empress would be able to stop her"

---Break---

As Nightmare Moon walked through her hallways the guards saluted and the staff bowed as she passed, she saw no fear on their faces and none had a reason to, all were her loyal subjects that would obey any commend given. But she had been in their dreams, seeing their greatest and worst nightmares each with a different taste and texture to them, to her they were such moorish treats that no normal pony could comprehend the divine taste of true fear and dread, with each dream and feast she felt herself refreshed and at full strength again allowing her to rise and lower the moon and sun for a thousand years.

As she entered her throne room Nightmare Moon looked at the paintings and statues of some of the bravest heroes the empire had seen, some had turned battles around with simple words or the act of sacrificing themselves, others had made the plans that won them fights before they even began. And right at the back of the room to the left of her throne at the bottom of the stairs was her old battle armour, she had worn it when she started the Equestrian Empire, back in the days when she herself would fight in the front lines to show the world that even its Empress was willing to fight for the Empire.

Closing her eyes Nightmare Moon could still remember the sweet decadent taste of war torn nightmares; the fires that burned the world, the screams that rattled the soul and the bloodshed, only seeing a pony cut down in front of you and have their dead eyes burn into your very being could make a nightmare so sweet even the Gods would fight for it.

She could hear the war screams around her as she remembered the dreams, she could remember perfectly the suffocating feeling of hopelessness surrounding the body.
She gulped as she felt sorrow and dispare of seeing a loved one die in your hooves as her wings spread wide and her teeth turned sharp ready to tear into her next meal, she could feel the hunger in her stomach and the want in her consciousness of the deeply terrifying and horrifying dreams that she hadn't tasted for centuries. She could easily reach out with her mind and open one, she had stored some of the Old Dreams for celebrations or if the nightmares ever stopped, she just had to imagine opening the box and tasting the dream, tearing mouthfuls of it and letting its sweet, unique flavour fill her being.

Or better yet, let the dream spread to others, let them feel a true war and battle, allow them to make their own and give her the rush of an unending supply of forbidden fruits.

But No.

Opening her eyes Nightmare Moon lowered her wings and turned her teeth back to normal, sighing deeply she knew if she let that happen no pony would be able to fight for her Empire, and she would be unable to stop herself from gorging. She had so few of the Old Dreams left now, she needed to save them for true celebrations worthy of them.

"Guard" she called out as she sat on the throne readying herself for some of the more menial tasks of being an Empress, as a guard approached her he saluted. "Call for the finest blacksmith in the city, I wish for my armour to look its best before the end of the celebration."

"At once your majesty" the guard saluted again before turning and racing out of the throne room as several old unicorns walked in hovering several scrolls each.

---Break---

Twilight grit her teeth as all around her ponies and dragon talked and chatted away working on her last nerve, as unlikely as it was Applejack had gotten into a conversation about jewels with Rarity or to be more specific, the mining of them. Applejack was against the fact that Rarity only found the jewels and left all the hard work to others while she made dresses, Rarity countered with saying it took a constant team of unicorns to allow them to know how many jewels were in an area and how deep down they had to dig and it was a lot harder than Applejack thought to cast a continues spell over a large area even in a group.

Fluttershy was talking, or more accurately listening, to Spike talk about every second of his life. Twilight was slightly surprised he'd managed to memorise his life so well yet was unable to remember where he'd placed a book not five minutes ago, she'd have to remember dragons have such good memories the next time it happened.

Opening her mouth to shout she flung her head upwards so she would be screaming to the heavens when she noticed something. Twilight was sure it was supposed to be a cloudless sky for the celebration yet she saw clouds all over, using her magic she pulled the list out of her saddle bag and scanned down it.

"Everypony shut up!" Twilight shouted abruptly putting a stop to everyone's conversations and making them look at her "where is the pony in charge of clearing the sky? Where is this, Rainbow Dash?"

"Oh. Um, she might be napping on one of the clouds" Fluttershy spoke meekly as Twilight looked at her "she likes to nap a lot"

"Well then Fluttershy since you've decided to tag along with us you might as well be useful, and check the clouds to see if she is napping" Twilight held an angry, unblinking look at Fluttershy, a small trick she'd picked up from Empress Moon. Yelling at people was a good way to portray your anger but to not yell and stare unblinkingly seemed to give others the impression you were angry at them.

Stuttering to find words Fluttershy spread her wings and flew into the sky quickly, flying from one could to another until she found her blue, rainbow mane friend, Rainbow Dash, napping and snoring gently. Raising a hoof to gently shake her awake she quickly lowered it deciding against it, taking a big breath to yell at the top of her lungs that would be heard for miles around Fluttershy's voice came out a quiet whisper as she said "wake up Rainbow Dash" that couldn't even be heard over Dash's snores.

"Oh my, I didn't know she was such a heavy sleeper" Fluttershy said to herself as she grabbed the cloud and pushed it downwards towards the small group "perhaps they can wake her up."

Landing in the middle of the small group Fluttershy presented Rainbow Dash to Twilight with a weak smile, earning her a stern stare and a twitching eye. Twilight's horn began to glow and she blasted the cloud causing it to separate and Dash to fall to the ground and wake with a painful thud.

"Rainbow Dash I assume?" Twilight looked down at Dash with a serious unamused look that made it clear to the blue pegasis she thought she was better then everypony

"What the hay was that for?" Dash asked as she rubbed her head and stood up, glaring at Twilight.

"You are supposed to be clearing the sky of clouds for the celebration tomorrow and all your doing is sleeping. I think the reason is clear enough but if you want me to spell it out for you I will" Twilight glared back with equal intensity, only to be blocked by Rarity's hoof

"Ladies please, we are all civil here. Rainbow Dash this is Twilight Sparkle personal student of Empress Moon, she has been tasked in over seeing that all is ready for the celebration tomorrow. Twilight Sparkle this is Rainbow Dash, one of the fastest flyers in all of Equestria and the only pony to be forbidden to re-enlist in the army"

Twilight broke her glare with Rainbow Dash and gave a questionable look to Rarity "how did that happen?"

"I'll tell y'all how" Applejack cut in and stepped forward "Private Dash here was a member of reconnaissance, they're supposed to fly over and gather info on their given targets. Problem was she always engaged the enemy causing them to scatter and the army had to waste time trying to find them again. If Dash wasn't such a good flyer she'd still be grounded to this day"

"Let me guess, you checked my record, lieutenant?" Rainbow Dash snorted, Applejack was the type of pony that annoyed her the most, the kinds to stick to the rules by each individual letter.

"The day you arrived" Applejack hated ponies that picked and chose which rules to follow, it was those types that put others to risk.

"Yes, alright I get the idea" Twilight cut in "but I still haven't received an answer as to why there are clouds in the sky"

"That? Pfft I can clear the sky in 10 seconds flat" Dash said smugly as she spread her wings and shot straight up into the sky as if she were shot out of a cannon, Twilight could barely keep up as she watched the so called fastest pony proved her title, and true to her words Dash landed again in front of Twilight within 10 seconds leaving the unicorn gob-smacked. "Told ya"

"That was awesome" Spike said as he looked at Rainbow Dash with new found admiration.

"If you could have done that so easily why didn't you do that before you took a nap?" Twilight restrained herself from shouting

Dash simply shrugged and replied "I like to get some exercise soon as I wake up"

Twilight stammered to find the right words, unable to comprehend not completing all work and tasks given to a pony before sleeping. Taking a deep breath and slowly letting it out she asked Spike "what else is there to check?"

Checking the list Spike ticked off Rainbow Dash's task "just decorations and food left"

"Good. Rarity, show me the decorations in the Town Hall" Twilight demanded.

"Rainbow Dash I've had such a good day, I got to talk to a baby dragon" Fluttershy spoke cheerfully and pointed to Spike as the small group began to move.

"Hey, a dragon" Dash smiled as she noticed Spike for the first time, a few questions popping into her mind like what's it like to have scales and if she could watch him burn something with his fire.

Twilight was thankful they were already in town as it meant only a short distance to the Town Hall and she didn't have to spend long trying to ignore conversations starting up again. As they all entered the town hall they saw a pair of ponies putting the last few ribbons around the hall, which Twilight had to admit looked perfect for the Celebration.

"Impressive is it not Ms. Twilight? It took me a week to design and make sure we had everything we needed" Rarity smiled proudly as she looked around the room, but faulted as she saw a unicorn putting a bow on either side of a doorway. "Now wait just one minute, I told you to do everything by my design" Rarity's tone turned sharper as she stamped up to the unicorn and glared at her "what do think you are doing putting up gold ribbons?

"Empress Moon will be entering from here, I thought it-" the unicorn tried to explain but was cut off by Rarity

"I told you not to go against my design for a reason, those golden ribbons goes against everything in this room not to mention the Empress's dress, which I just finished making." Using her magic Rarity untied the golden ribbon's and placed them neatly next to her understudy "now darling think, which ribbon is appropriate to use?"

Looking around the unnamed understudy looked at the decor and tried to think quickly, slowly she said "Black?"

"No Not Black" Rarity screamed out making the pony jump "do you see any black here? No, you see blue. Dark blue. Nightsky blue, that is the colour you use for the ribbons donning the entrance the Empress will pass through, so you will return to my boutique, make some fresh nightsky ribbons with silver stars in them. NOW!!"

Tumbling past Rarity the unicorn ran past the small group with a face full of panic, as Rarity rejoined the group she sighed heavily "the dear shows so much potential but never focuses on the full picture, only a small corner. Now Ms. Twilight as you can see the decorations are nearly complete and the ribbons will be done before the Empress graces us with her presence tomorrow"

"Good, Spike cross decorations off the list and tell me who's in charge of the food" Twilight asked only for Applejack to step forward

"Actually ma'am it's my family's duty to prepare the food for tomorrow, we own the apple farm outside of town"

"Oh goodie, that means Applejack can take you there while I observe my understudy" Rarity smiled as she headed for the doors before Twilight could say anything, in truth Twilight was torn. On one hoof Empress Moon had told Rarity to guide her around Ponyville, but on the other Applejack was more suited and one less pony around her meant one less talking pony.

"Um, I hope you don't mind, but I have to leave too, it's nearly time for flying practise" Fluttershy spoke up in her soft voice, only to be obscured by Rainbow Dash

"Aw yeah I love flying practice, especially with the manticore's. Can I come?" Dash begged

"Well, okay, but please don't tease everyone again when you win"

"I guess it's just the three of us ma'am, if you'll follow me I'll lead you to Apple Acres Farm" turning Applejack led Twilight out of the hall and through the town as Spike whispered

"Twilight, you sure we can't go with Rarity?"

"While I would prefer Rarity complete the task assigned to her by my Empress I think lieutenant Applejack can fill the role easily enough, then afterwards I can have a quiet evening in the library with a book"

"Okay" Spike sighed already missing Rarity, Twilight rolling her eyes.

As they walked through the town and towards the Apple farm no one said anything, much to Twilight's delight as she doubted a small town solider like Applejack had anything of interest to say to her though she wished Spike would stop sulking.

As she walked up the long path leading to the house Twilight could see ponies kicking the tree's while others caught the falling apples.
As they reached the house Applejack lead them to a table with one long table, grabbing a spoon Applejack rang a triangle which could be heard over the whole farm and shouted "Soups On Everypony"

Looking to see who was shouting everypony smiled and charged towards them, stopping just shy of trampling them.
"Alright everypony today we have a special guest with us, this here is Ms. Twilight sparkle the personal student of Empress Moon, she's here t'see that everything is ready for our Empress's arrival tomorrow"

Each pony looked at Twilight and saluted her as one, which impressed Twilight and reminded her of the guards back in Canterlot.
"Is this your whole family?" Twilight asked as she looked at the various ponies

"Whole family ma'am? These are just the ones that could make it, the rest weren't able to get leave to help. Allow me to introduce the ponies that are here, this is Applefritter
Applebumpkin, Red Gala,Red Delicious, Golden Delicious, Caramel Apple, Apple strudel, Apple Tart, Baked Apple, Apple brioche, Apple Cinnamon Crisp" pausing for a second Applejack took a lung full of air as not to pass out " and my big brother Big Macintosh, little sister Applebloom and finally Granny Smith"

Twilight had to step around the giant pile of food that had been placed in front of her on the table to see the eldest mare she'd ever seen sleeping in a rocking chair, Applebloom walked up to her and gently shook her awake.

"Eh? What? Time for fightin'? Somepony fetch my armour" Granny woke with a start and slowly raised herself out of her chair, blinking confusedly for a second

"Granny sometimes gets confused, she sometimes thinks she's back in the army" Applejack whispered to Twilight, who had a look of deep thought on her face

"Smith? I've heard that name before. Wait she can't be General Smith, one of the most decorated officers in the history of the Equestrian Army" Twilight had to look at the slow moving pony again. General Smith took the army by storm, quickly raising through the ranks and proving mares could lead as well as colts in and out of war times, she'd practically become a living legend and an inspiration to fresh troupes on what they could achieve no matter your background or circumstances

"She sure is, each Apple family member is trying to make her proud as we serve in the army" Applejack said proudly, standing tall along with her family as Granny Smith slowly sat at the table.

Looking back at Granny Smith Twilight sighed, realising the harsh truth of meeting a living legend. "Well it seems you've got the food fully prepared and ready for tomorrow. Spike, cross it off the list and-" looking around Twilight realised Spike wasn't next to her.

"Twilight you've got to try this stuff, it's delicious" Spike muffled voice rang out, looking at the table she saw him stuffing a whole caramel apple into his mouth.

"Spike what are you doing?" Twilight shot him an angry look and spoke through clenched teeth "we have to leave. Now"

"You mean you ain't stayin' for dinner?" The young Applebloom asked Twilight, looking up at her with wide sad eyes.

Looking between Spike gorging himself on the various apple treats, which seemed to be pleasing the Apple family, and Applebloom's sad eyes Twilight sighed heavily.
"Fine, I'll stay. If only to hear General Smith's point of view from her past battles."

Twilight suddenly found herself forced to sit at the table as the Apple family cheered around her, in between bites of food she tried to talk to Granny Smith but the older mare seemed to have trouble remembering where she was let alone battles from nearly half a century ago.
Once most of the food had been eaten and Spike had had his fill, whilst the Apple family talked amongst themselves Twilight used her magic to place a groaning Spike on her back and sneaked out. Once she was down the path and on her way back to Ponyville she let out a deep sigh.

"Finally, I can get away from all those crazy ponies" Twilight walked quickly and had to use her magic to keep Spike on her back, having gorged himself on too many treats to be able to do anything himself.

"What about General Smith?" Spike asked woozily as he let out a burp

"No offence to her but I think she might be the craziest pony around. all I want now is to get to the towns library and find a good book and have a quiet evening. Is that too much to ask?" Twilight asked

"I guess not" Spike sighed as he fell into a light slumber, snoring softly as Twilight trotted through town. By time she got to her temporary lodgings it was getting dark, Twilight wished she was back in Canterlot watching as Empress Moon lowered the sun and raised the moon.
As Twilight closed the door behind her she let the quiet darkness wash over her, a whole day of chattering, idiotic ponies had made her more stressed than when she had an up coming test of Nightmare Moon, but now she had the peace and solitude of the library.

Suddenly a bright light filled the room and made Twilight blink sharply as loud cheers rang out, as her eyes focused again she could see the library full of ponies, and to her disbelief, right at the front was Fluttershy, Rarity, Rainbow Dash and Applejack, who was now out of her guard armour and wearing a Stetson hat.

A pinkie pony bounced in front of Twilight with a huge grin on her face and giggled "did you like the surprise? Did ya did ya did ya?"

"What is going on here" Twilight spluttered as she tried to back away from the grinning, bouncing pony

"It's your surprise 'welcome to Ponyville' party that I made just for you, when I heard you were coming to Ponyville I thought 'I bet she doesn't have any friends here' and then I thought 'if I throw her a party she'll make lots and lots of friends'. Then I thought about fireworks and cupcake frosting for about an hour then I went all around Ponyville and invited all these ponies to your party and its SO GREAT"

Twilight couldn't understand half the things the pony said but what confused her more was her ability to endlessly talk without pausing for breath "who and what are you?"

"This here is Pinkie Pie ma'am, Corporal Pinkie Pie, she's in the explosives division." Applejack stepped forwards and introduced Pinkie

"You let Her handle explosives?" Twilight asked in disbelief

"Trust me ma'am there isn't any pony better with explosives than Pinkie Pie" Applejack smiled but faulted as she saw Twilight's face fill with anger

"I can't believe this. First I'm forced to come to this backwater hick town and spend the day chasing after ponies who are the weirdest bunch I've had the mis-fortune of meeting. Said ponies then decide to follow me around all day driving me insane with their constant chattering, one of which I'm sure has 'relations' with the animals she trains. Just when I think I can have a quiet evening and relax, I find that a pony that seems to be the living definition of ADHD is the towns explosive expert, and broke into my lodgings to throw a surprise party." Twilight exploded with anger the stress and problems of the day finally being vented now that the given task from Empress Moon had been complete and the need for interaction was over.

"You... you mean you don't like your surprise party?" Pinkie asked sadly as she sat down, her mane loosing some of its poof

"Enjoy it? What kind of sane pony would enjoy a surprise home invasion party after the day I've had? Everypony leave, or I swear by the Empress I'll teleport you all to the middle of the forest" Twilight threatened as she walked through the crowd of ponies without really looking at them, climbing the stairs to the bedroom and slamming the door behind her.

---Break---

Twilight opened the door to her bedroom several hours after the noise had stopped and saw no pony had stayed after she'd warned them, though the library still needed cleaning thanks to the short lived festivities.
Finding Spike sleeping on the floor where she'd dropped him she used her magic to place him on her back "come on Spike, it's nearly time for the sun to rise"

"Oooh, I ate too much pie" Spike groaned as his stomach hurt

"That's your own fault, now we have to leave or else we'll miss the Empress rising the sun and I'm sure she would hate for her personal student to be late to such an important event" as Twilight exited the library she moved quickly but smoothly, not wanting Spike to throw up on her.

As she moved through Ponyville the few ponies that were still travelling to the town hall stared at her and whispered to each other, she could guess what they were talking about but she didn't care, after the parade she'd be able to leave Ponyville forever. As she entered the Town Hall Twilight saw it was packed with ponies and guards, which included Griffins and Minatours that were placed around the room in pairs away from the pony guards, the food was spread out on a long table and she saw the birds that were going to sing sitting on the large by the window with Fluttershy talking to them.
She saw Rarity, Applejack and Rainbow Dash talking to each other but turned and didn't give them a second glance, though Pinkie was bouncing around the room Twilight tried her best to ignore her.

"You ok Twilight? You look nervous" Spike asked as he jumped off her back

"I just hope my Empress took some precautions against Celestia, she said nothing to me of what she was going to do and just sent me here. I know she's the most powerful being on the planet but I feel I should of done more"

Suddenly the birds started singing loudly, the conversations instantly stopping as the towns mayor took the stage and all eyes locked onto her.

"Fillies and gentlecolts. Ponies and guests, it is my honour to announce to you that on this day one thousand years ago our ruler, Empress Moon, rose the sun on what was then the newly formed Equestrian Empire. With her leadership and the diligence of her citizens that empire has stood strong and grown, incorporating and accepting others into its fold." Mayor Mare spoke with pride as she recited her well rehearsed speech, she could see the suspense growing in peoples eyes as she dragged it on as long as she could. "And on this day, the celebration and anniversary of the Empire, the Empress herself has graced us with her presence and will be rising the sun, so now I graciously present our leader Empress Moon"

Turning to face the balcony, Mayor Mare bowed with everyone else as the large curtain was drawn back to present Empress Moon, but after a few seconds of hearing nothing a few ponies risked looking up and gasped loudly

"The Empress is missing" one pony shouted, causing the rest to look up and confirm it. A hushed babble rose as random questions were asked about what to do and where to look for her.

Suddenly everyone stopped as sun light shone through the window. Everypony was confused, knowing the sun wouldn't rise if the Empress wasn't around.

As some ponies strained their eyes to look at the sun a few saw a figure flying towards them, but as it got closer they knew it wasn't their empress, but something else. it was confirmed as a pure white alicorn landed on the balcony that was supposed to hold Empress Moon, her pastel rainbow coloured mane shimmering like liquid though there was no wind.

"Citizens of Equestria" the alicorn spoke loud but softly so everyone could hear "your princess has returned"
She looked down on the ponies to the confused and shocked faces, she had not expected much of a welcome but thought there would be more than silence.
"Does no pony recognise me? Am I truly forgotten to history and cast from the mind from the ones I once tried to protect?"

"I know who you are" Twilight shouted out, anger, nervousness and dread on her voice as the crowd parted so everypony was looking at her. "You're the princess that ruled us before the Empire was started, the older sister to Empress Moon, Princess Celestia"

As the crowd whispered to each other Celestia sighed and closed her eyes "Empress. Is that what my sister calls herself? I fear to imagine what has happened in the last thousand years"

"What has happened is that she united us, made us strong while you, you gave our enemies our homes, food and resources" Twilight shouted in anger, silencing the crowd and making Celestia stare at her in surprise "Princess Celestia bowed to our enemies and gave them gifts so they wouldn't attack us, letting them take what was rightfully ours. The more that came threatening at her doorstep the more she gave them"

Celestia looked at the crowd and could see hatred and anger growing in their eyes and faces, unable to believe her subjects had changed so much in her time imprisoned. "No, my little ponies. I did not simply give away resources, I bartered peace treaties and made equal trades so we could live in peace"

"We do live in peace, respected by our subjects, feared by our enemies and we do not trade with others. If a land has something the Empire needs we make it part of the Empire. We have no need for you Celestia, fallen princess of the sun" Twilight spat, her horn beginning to glow "We need and want strong leadership, we want our Empress and I know you've imprisoned her. Guards, apprehend her"

Jumping into action pegasis and griffins jumped into the air and fly straight for Celestia while unicorns blasted stunning and freezing spells at her. Closing her eyes Celestia spread her wings and released a bright blast of light from her horn, blinding everyone for a second. As everyone's vision came back they saw Celestia was gone and there were burn marks on the wall where the spells had hit.

"What do we do now?" One pony asked from the crowd

"Isn't it obvious? We have to find Empress Moon" Dash shouted as she shot into the air "everypony spread out"

"Now Hold On" Applejack shouted as she grabbed onto Dash's tail with her teeth stopping the rainbow maned pegasis from flying away "if Celestia has hidden the Empress then she could be anywhere, and ain't no normal pony that's got a clue where she could be. In fact, the only pony 'round here that's got any clue what's going on, is Twilight Sparkle"

Everypony turned and looked expectantly at Twilight, hoping for some kind of answer to a question no pony asked.

Rise of the Empire pt.3

Rise of the Empire pt.3

Twilight looked around as she realised that not only was everypony looking at her, but were expecting her to explain what was going on and what they could do.

"Well Sparkle? What do you know?" Dash demanded as she hovered above Twilight glaring down at her. "Some unknown 'princess' turns up and you're the only pony that knows her name and what's going on, so spill it"

"Enough, you do not order anything from me. Understand this, all of you, the only thing that can save our Empress and stop the de-throned princess is called The Elements of Harmony, and since no creature here knows where they are kept I suggest you stay out of my way while I find them" jumping off the table the crowd parted quickly as Twilight ran out of the Town Hall and to her lodgings, Spike floating behind her wrapped in her magic.

As she entered the library she floated Spike up to the bedroom as she started to quickly scan through the books, checking their index before tossing them aside. "There must be at least one book here that can help, a page, a paragraph, something."

"Need some help?" Rarity asked as she, Applejack, Fluttershy, Dash and Pinkie entered

"I told you to keep out of my way, this is too important" Twilight kept looking through books, ignoring the small group

"Hey, even I know a search goes quicker when there's more than one pony looking" Dash pointed out as she started to scan the titles of the books on the higher shelves

"Elements of Harmony: a reference guide" Pinkie read a title aloud, only to be pushed aside by Twilight

"What? How did you find it so quickly?" Twilight ask as she pulled the book out

"~It was under E~" Pinkie bounced around the room as Twilight skimmed the book, nothing she didn't already know from her previous research

"What does it say?" Rarity asked

"Nothing I don't already know" Twilight said off-handedly over her shoulder as she continued to read. "Wait, this is new, 'it is said the Elements were last seen in the battle between the then Princess of the moon, Princess Luna, and the Princess of the Sun, Princess Celestia, and remain there to this day. As no pony could use them and the Empress was leading her troupes on the front line of war, the Elements fell into story, then myth as they were slowly forgotten. The last fight between the two princesses was in the ancient castle where they held court, it is located which is now The Everfree Forest'"

"You mean to tell me, the only thing to bring back our Empress, stop her sister and bring an end to this whole thing is in the dangerous forest on the outside of town?" Applejack asked as the others looked nervous

"It doesn't matter to you anyway" Twilight closed the book and placed it back on the shelf in its proper place. "I have to find the Elements and I have to use them to stop Celestia, you can all go back to protecting the town, or whatever it is you do"

"Now hold on Sparkle" Applejack jumped in front of Twilight to stop her leaving "you may not like us and we don't exactly like you, but what kind of ponies of the Empire would we be while we sat around doin' nothin' while our Empress was missin' and her student was wanderin' around in a dangerous forest by herself. Whether you like or not we're coming with you and there ain't nothin' you can do about it"

Twilight was tempted to blast Applejack through her door with the way she'd just spoken to her, but for every minute she stood arguing with the locals Celestia was a minute ahead and another minute her Empress was gone. "Do what you want, but if you get into trouble don't expect my help"

***---***

As Twilight approached the Everfree Forest she could see why the ponies avoided it as much as they could, the trees were tall and the foliage was thick, blocking out the sunlight and quickly making the forest dark. What was most disturbing was how quiet the forest was, there were no birds chirping in the trees, no rustling of bushes as small animals moved through them, there wasn't even a breeze to rustle the leaves making the air in the forest heavy and stuffy, which quickly wore down their stamina and tolerance of each other.

"Does anyone actually know where the old castle is?" Dash asked as she walked along with the rest, they'd come to the edge of a cliff that gave them a large view of the forest which went on as far as their eyes could see.

"I'm not sure where exactly, but the castle is supposed to be near the middle of the forest" Twilight looked across the forest below and couldn't help but wonder how long it would take to get to the castle, especially since they'd have to find a way down from the cliff.

"You don't know? You dragged us along and you don't even know where the castle is?" Dash shouted glaring at Twilight, exploring the forest having worn down her patients

"Dragged you along? I told you all to stay behind" Twilight shouted back "now I can truly see why you got kicked out of the army, you can't even follow a simple order of staying put let alone an order to scout the enemy"

Twilight saw the shock on Dash's face and watched as the wind was momently knocked out of her sails, unable to think of any comeback argument but Rarity quickly intervened
"That is enough you two, arguing amongst ourselves isn't helping anything"

"Oh shut up Rarity" Twilight turned on the pony she dispised the most "you act like your part of the high society of Canterlot but you're no better than the rest of them, just a small town pony with dreams of grandeur who got lucky that her feeble designs got noticed."

"FEEBLE! How Dare You you arrogant little stuck up good for nothing" Rarity screamed, her eyes burning with pure hatred for Twilight as her horn began to glow

"Um, perhaps everypony should calm down" Fluttershy tried to suggest but wasn't heard over Rarity

"Why calling my designs feeble is like calling your magic feeble, though I must say we haven't seen an inkling of your so-called talent"

"Show you my magic? The fact I'm the student of-" Twilight's horn began to glow as well as she tried to argue but was cut off by Rarity

"Yes yes we've all heard it 'I'm the personal student of our Empress Moon'. Well let me tell you Sparkle we're all sick of hearing it" Rarity spoke in a poor impression of Twilight voice which annoyed her even more, only for Pinkie to jump between them

"Ooh are we doing impressions now? Can I try? Guess who I am. Howdy y'all, I'ma goin' keep the peace and buck anything in the face if they be messin' with my town or kin" Pinkie put on a bad southern accent as she bounced around the group

"Will you shut up" Twilight screamed as she sent a blast of magic at Pinkie, meaning to freeze her in place but Pinkie bounced out of the way and the magic hit the ground. Suddenly the ground lurched and everything was at a slight angle, everypony realised what was going on and tried not to move but slowly they could hear the ground begin to crumble away.

Suddenly the ground gave way and four of the ponies were falling, sliding down the small mountain which suddenly dropped and they quickly picking up speed. Rainbow Dash and Fluttershy dove after them and were able to grab Pinkie and Rarity as Applejack slid after Twilight, crouching low as she slid and willing herself to catch up to Twilight.
Grabbing a root sticking out of the dirt she grabbed it with her mouth as she grabbed Twilight's hooves and pinned them just as she went over the edge.

Trying to pull Twilight up Applejack felt the root pull out slightly and threatened to come out even more, sending them both over the edge. Her mouth and neck already hurting from both the angle she was at and Twilight's added weight.

"Sparkle, I've got a plan but you've got to trust me" Applejack said through her clenched jaw, her voice showing how strained she was

"Trust you? I've just met you, I wouldn't trust you with borrowing one of my quills, never mind with my life" Twilight screamed out in panic, she was trying to get some footing but the surface was too smooth.

"Twilight Sparkle, I am a guard of Ponyville and a member of the Equestrian army. Everyday I do my bit to protect the Empire and it's citizens, I swear to you I will not let anything bad happen to you" feeling Twilight stop digging her hooves Applejack removed her own, Twilight instantly sliding over the edge and screaming as she fell, which died away as she realised she wasn't falling as fast as she should be. Opening her eyes she saw Fluttershy and Dash holding her and slowly lowering to the ground.

Once the group was below the cliff and back in the forest Twilight turned to Rarity, her face showing she was thinking hard about something.

"Rarity, I... I'm sor- I mean. Your designs aren't feeble, you designed and made a dress that was perfect for the Empress. You also made it match with the Town Hall in Ponyville, no pony with feeble talent is capable of doing that"

"Is she trying to apologies?" Dash whispered to Fluttershy

"Thank you Twilight, we were all just irritated by the stuffy forest and said things we didn't mean, and- hello?" Rarirty's horn started glowing again, this time pointing itself at the large pile of rubble that had fallen with them and making patches of it glow. "Why I don't believe it girls look, there are jewels underneath there, oh if only I had the mind to bring a saddle bag with me"

After a bright flash Rarity felt something placed on her back, recognising the saddle bag as Twilights as the purple unicorn turned away from her. "You can use that to hold the gems, and while they're being dug out we could all use some rest"

"I think that's the closest you're going to get to 'I'm sorry'" Dash pointed out as she and Applejack helped Rarity move the rocks and dig through the dirt.

*

As the last of the jewels were put in the saddle bag they heard a large growl behind them, turning they saw Pinkie and Twilight backing away as a Manticore stepped out of the shadows and growled at them, a trickle of blood running down from a cut between its eyes.

Immediately Dash opened her wings and lept into the air as the Manticore pounced at the group, Fluttershy not moving an inch as it sailed towards her, acting quickly Twilight cast a protective shield around them making the Manticore slam into it and bounce off it.

"Oh, that wasn't necessary" Fluttershy said as the shield was dropped and Dash zoomed past her followed by the rest "if everypony would stop a minute, please"

"Drive it off" Twilight shout as Dash flew around the creature, trying to confuse it and make it dizzy, only to be slapped away by its large tail sending her barrelling into Rarity and Applejack.

"If everyone could just wait a second" Fluttershy tried again only to be ignored as Pinkie kicked the creature in one of its legs, and bouncing out of the way as it tried to swipe at her.

"Attack all at once from different sides, try and confuse it" Applejack order, charging straight for the Manticore with the others following right behind her, but as Fluttershy jumped between them and the Manticore she screamed at them

"EVERYPONY STOP!"

As the Manticore charged at her it roared loudly only to be drowned out as she turned to face it and screamed

"AND YOU! You think it's okay to attack ponies when you've got a boo-boo?" She walked up to it while staring at it unblinking, stopping it in its tracks and making it feel ashamed of itself "that is not what we do, when we're hurt we ask for help, not lash out at the nearest thing." Flying up to its face she wiped away the trickle of blood and kissed the cut "now you go find your mother and tell her what a naughty kitten you've been"

Lowering it's head in shame the Manticore turned and slunk away back into the forest, as Fluttershy turned back to her friends she smiled at their surprised faces. "Sometimes all you need is a kind but firm hoof"

"Why am I surprised? I saw her with a Manticore earlier, it listened to her perfectly" Twilight began walking after Fluttershy with the rest, entering the dark forest again.

As they walked through the forest only thin strands of light were able to get through the thick canopy of leaves and tree branches, again the trees made the air heavy and stuffy but instead of a straight path like the one the followed as they entered the forest, this one had been neglected and was badly damaged, tree roots and various animals over the centuries had worn it away and made their own adding twists and points that split off.

"By the Empress" Twilight panted as she sat down panting slightly, sweat rolling down her face and neck "I need to rest a minute"

"Agreed" Rarity collapsed to the floor and pulled the saddle bag off, she was sweating and panting worse than Twilight thanks to the added weight but she wouldn't let it slow her down, though she'd need a good bath and long spa treatment when she got home. She looked around the group and saw everypony was tired, even Pinkie had lost her cheery bouncing.

"We can't sit here too long girls, we need to keep moving if we want to find that castle soon" thanks to her long days on the farm Applejack had built good stamina over the years but even she was beginning to feel tired, though she refused to let herself rest. "Which way do we go Twilight?"

Looking up Twilight looked around as she wiped the sweat from her eyes, a slight confusion and lack of focus on her face "we came from that direction right? Or was it that way?"

"I'm pretty sure we came from over there" Rarity offered pointing a hoof in the opposite direction they'd just walked, pretty soon everypony was pointing in different directions and only one was right, but they couldn't figure out who.

"This is stupid, we can't go anywhere if we're lost. It's too darn dark to see any hoof prints, think you can cast some light?" Applejack asked of Rarity and Twilight who only shook their heads.

"Too tired" was all Twilight could say

"Same" was all Rarity could offer.

"We need some kind of light" Applejack looked around but as before the cliff the forest was deadly silent, no bugs, no birds and nothing they could use to make some light. Looking up Applejack could just make out small spots of light, like faint stars in the sky, as the leaves moved at the top of the trees, which gave her an idea. "Dash, I need you to fly through those tree branches and find us something to tell us which way to go"

Looking straight up, then to Appljack, Dash pulled herself up and spread her wings, shooting up as fast as she could she tried to force her way through the thick branches. But her energy had been long sapped by the forest and her speed wasn't nearly enough to break through, closing her wings Dash tried to climb up through the branches. But they were too close and tangled for her to make any real progress, the further up she went the tight things felt, as if with each movement the branches were closing in and restricting her movement.

She'd heard about this before, claustrophobia, where you felt things were closing in and you felt unable to breath and couldn't do anything. Being a pegasis Dash hated close quarters and loved open spaces and this was the first time she'd been in this situation, doing her best to remain calm and not panic but she could feel her heart pounding in her chest. She tried to breath normally, but it was hard with the branches across her chest and the close air, she could feel her body begin to shake.
She needed to get out of the trees and quickly Dash opted to head back down to the ground, but as she moved she let out a whimper of pain. Without realising her wings had opened and as she tried to move they'd become tangled with the trees.

"Oh no. Oh no. Oh no" Dash could feel herself start to panic, her mind starting to think the worse things and her body starting to get cuts and scrapes as she began to fight against the branches. Pulling and kicking where she could and trying to get her wings free all the while trying to move downwards, she wanted to cry out for help but the only one that could help her was Fluttershy and she didn't want her to get stuck as well.
With each second she tried harder to move, hearing branches snap as she twisted and kicked, leaves falling onto her as she tried to get free. Suddenly she was falling, watching as the branches got smaller and small patches of light getting through where the leaves had fallen and the branches had been broken, Dash just had time to register she was free when she got her wings working making her glide to the ground to the worried faces of the group.

"Dash you okay? You're shakin' worse than a new born calf" Applejack asked as she ran over to her.

"I couldn't get through" Dash heard her voice shaking, her whole body was still panicking from being stuck and unable to move, it didn't feel right to her at all. Looking up Dash saw something just past Applejack, a large face with sharp teeth "Look Out" Dash cried out in warning springing to her feet, looking around she could see creatures all around them, large eyes and wicked looking jaws with sharp fangs, her kicking and shaking in the trees must have attracted whatever creatures they were.

Looking up Twilight saw the shadow of a face on a tree, screaming she tried to focus her magic but she was too exhausted. As the others looked around they could see shadows and faces as well, coming together on the middle of a small patch of light they looked around, they were completely surrounded by these creatures and they were all too tired to put up a proper fight. They all knew they'd failed, the Empress was going to stay missing, the Empire was going to fall and fallen princess was going to make the pony species weak, all because of them.

Suddenly they heard giggling, not malicious, crazy giggling from something about to attack, but actual happy genuine giggling. Looking around they saw Pinkie making faces at the shadows and laughing.

"Pinkie what are you doing? Run" Twilight called out

"Oh girls don't you see?" Pinkie asked as she started to bounce around "~when I was a little filly and the sun was going dooooown~"

"Is she? Tell me she's not-" Twilight began to ask as Pinkie interrupted with the next line of her song

"~the darkness and the shadows would always make me froooown~"

"She is" Rarity sighed, unable to believe that even Pinkie could make one of her songs at a time like this

"~I'd hide under my pillow, from what I thought I saw. But Granny Pie said that's not how you deal with fears at all~"

"Then what is?" Dash asked still feeling her body shaking

"~she said 'Pinkie, you gotta stand up tall, learn to face your fears. You'll see that they can't hurt you, just laugh and make them disappear~ WITH BOOMS!!!" dropping all notes of singing Pinkie reached into her mane and pulled out several lit grenades and threw them in all directions, laughing maniacally as she did.

"FIRE IN THE HOLE" Applejack yelled as she tackled Twilight to the ground, the others quickly following as the grenades exploded sending burnt wood and leaves still on fire in all directions. As she felt the now destroyed trees stop raining down on her Twilight looked up to see the whole area clear of trees, a cool breeze flowing through the giant hole in the top of the trees as sun light poured in, she watched as Pinkie rolled on the floor laughing to herself.

"What possessed you to allow that pony to be in charge of explosives?" Twilight asked weakly

"Now Twilight, Pinkie is an expert in two things; Throwing parties and controlled explosions, ain't no other pony that can pick off the enemy with bombs in the middle of a battle field without hurtin' their own" standing up Applejack helped Twilight back on to her hooves "All right corporal that's enough, we got a job to do"

Standing up Pinkie saluted Applejack and giggled "yes ma'am"

"It's a shame we have to head back into those stuffy trees, this breeze is so nice and refreshing" Rarity sighed as she tried to stand, but all she was able to do was get in a sitting position

"She's right, I could fall asleep in it" Fluttershy sat and closed her eyes, feeling the cooling breeze flow through her mane.

*

Blinking Twilight stretched her stiff body, as her mind collected itself and began thinking properly she cried out "Oh No" startling the others awake

"What the hey? Dang it, did we all fall a sleep?" Applejack asked as she stood up and rubbed the sleep from her eyes

"It appears so, one minute we're all agreeing we could do with a rest and who knows how long later we find ourselves being awoken by Twilight's shout" as Rarity stood up she inspected her mane, coat and tail to see if anything was out of place or dirty, but everything was perfect as usual

"Well good thing about our power nap is we got the energy to double time it, Dash see if you can find anything to lead us to the castle, Rarity don"t forget you're saddle bag"

"I would never forget these darling, these will help me make all kinds of dresses" Rarity smiled as she placed the bag on her back as Dash zoomed upwards through the hole in the trees, only to land several seconds later

"I can just see something sticking out of the trees in that direction, I think they might be towers from the old castle" Dash said as she pointed in the direction she saw the towers.

"Alright girls double time, no dilly dallyin'" Applejack set off at a fast pace with the others following closely behind, dodging around trees and running through bushes, thankful as the forest seemed to slowly open up slightly until finally they reached a river which was flowing faster and splashing worse than it's size would normally allow

"This isn't right, there aren't supposed to be any rivers this strong going through the Everfree forest" Twilight looked at the river as the water sprayed them

"Who cares? This is nothing, me and Fluttershy can carry you guys over the river no problem then we can keep going to the castle" Dash grabbed Rarity and lifted her off the ground, about to fly she heard Rarity ask

"Wait. Do you hear that?" As she strained her ears to hear above the water "sounds like something is crying"

"What are you talking about? No creature that lives in the Everfree forest cries, all they do is attack or hump whatever they see, sometimes both at the same time" Dash put Rarity back down as she gave her less-than-expert opinion of the creatures of the forest

"Hush Rainbow Dash, I do believe it's coming from over there" pushing her way through a large bush Rarity saw the cause of the crying and the rapid river.

In the middle of the river was a wailing, flailing large river lizard that was taking dramatic posses as he cried, slamming his hands into the water and his long serpent body wriggling and flailing everywhere

"Calm Down citizen" Applejack called above the crying, grabbing his attention "now why in tarnation are y'all cryin' so much?

"Oh it's horrible, just so horrible. Here I was minding my own business and out of no-where this flock of Pixie-Ravens attack me, grabbing and pulling out my scales and scuffing them up. When I tried to swat them away the horrid little creatures used one of my own scales to cut my beloved moustache clean off, and now I look simply horrid" crying out the serpent flopped into the river sending a wave of water over the small group, rolling over and over they could see where his scales had been pulled out.

Shaking the water out of her mane Twilight remembered to her studies about various magical creatures, and quoted her book "Pixie-Raven; a magical bird that plays tricks on others and will cheat them out of beloved objects. They're attracted to shiny objects that, to the rest of their flock, show how important they are and to court the female of their species. If an object is shiny enough they will attack in numbers to take what they want."

"A few shiny scales and a ruined moustache? That's what this is about?" Applejack asked as Rarity pushed past her

"Why of course it is" she said with a tone saying she couldn't believe Applejack was asking such a silly question "how can you be so insensitive? Just look at him, such lovely luminescence scales"

"I know" he sniffed as he rested his head on the bank of the river

"And such an expertly kept, quality mane"

"Oh I know, I know" he agreed, running a hand through his hair

"Not to mention your fabulous manicure"

"Oh its all true

"And all ruined by those horrid Pixie-Ravens, I cannot allow such a crime against faboulosity stand" grabbing the saddle bag Rarity pulled it off herself and dumped out the gems she had found, using her magic she lifted them up as she grabbed one of the serpents scales and pulled it out, making him cry out.

Everyone watched as she used her magic to reshape the various coloured gems to match the length and shape of the scale, fusing several together to meet the requirement. Once enough had been made she floated them onto the serpent in the proper places, allowing the gems to match and go with the rest of the scales.
"Now only one last thing remains to be done" grabbing the scale again with her mouth, Rarity swung it as hard as she could, using the sharp edge to cut through her tail. Seeing the action the serpent let out a wail as he 'fainted' as Rarity spat out the scale and used her magic to lift up the tail and levitate it next to the serpent, using her magic to merge it with the remains of his moustache.

Opening his eyes the serpent cried out in cheer as he looked at his new scales and moustache "my moustache is restored, and my new scales are fabulous, how do I look?" He asked as he posed for Rarity

"You look smashing" Rarity looked proudly at her work, but felt as if she'd lost one of the most important things in her life.

"Oh Rarity, your beautiful tail" Fluttershy looked at the mess that was now Rarity's tail

"It's, it's fine. It was for a greater cause and besides, I always think of myself as a trend setter" Rarity spoke as if she was trying to convince herself more than the others, as she looked at what remained of her tail she sighed, already missing it. "At least we can cross the river now"

As Rarirty moved to step into the river a large hand stopped her "after all you've done for me, I simply insist you accept my help"

Using his long body the river serpent arched points in his body allowing the ponies to jump across him to get to the other side of the river “Now that the Fashion Emergency is over we need to hoof it to the castle, Celestia must've found the Elements by now and who knows what she's planning to do” Applejack said as she landed on the other side of the river and started running

“I've got a theory about that” Twilight panted as she kept up with Applejack's pace “I think that since they were used to imprison her, whatever connection Celestia had to the Elements was broken, or else she could have escaped from her prison earlier. Add in the fact nothing has happened to us or the Empire, no sign has been given that the Elements have been found and used I think my theory has some footing”

“How much you willin' to bet?” Applejack asked as she leapt over some roots

“Not much, not enough is known about the Elements. They're a power lost to history and the only one who has any real knowledge on them is the Empress, but why didn't she share it with me?” Twilight asked as he mind tried to think of reasons why her Empress wouldn't entrust the knowledge with her personal student. “Empress Moon knew this was going to happen, I presented all the reason and findings myself, so why didn't she tell me where to find them and how to use them?

“This isn't the time to be doubtin' Twilight, yourself or our Empress, she's older than the Empire itself and seen and done things we can only imagine. The Empress may not have told you everythin' about the Elements, but she trusted you enough to find as much as you can about them, and act when Celestia turned up, to rally everypony against her and stop her from taking her throne. You are the personal student to Empress Moon, and today you're doing your duty” Applejack had been told since she was young that the Apple Family always answered the call of the Empire, that in times of peace and war the Apple's knew their duty and would act. She would never doubt the Empress had some plan in motion to protect her citizens, she had to.

The group skidded to a halt as the trees cleared and in front of them, the light glaring into their eyes and revealing the crumbling, old remains of the castle of the two monarchs dwelt within before the Empire. The old castle in which the Elements of Harmony supposedly sat after a thousand years of being forgotten and unused. Twilight looked at the crumbling towers and broken roofs, an age of being neglected and unused had taken its toll on the building as it would anyponies home, while it was a site to behold and a sense of awe swept over the group, the building had lost but all of its grandeur and the brilliance it once held was gone.

“Alright we're nearly there” Dash smiled as she leapt into the air “now all we gotta do is kick Celestia's butt and get our Empress back”

“Now hold on, we need to find the Elements to beat Celestia and for that we need to find the other end of this bridge” Applejack pointed to the end of the bridge that was still secure on their end, but other end had been damaged somehow and instead of allowing them to cross the chasm that separated them and the castle all it allowed for was certain death.

“Aww come on you heard Twilight, Celestia can't use the elements. I could fly in there, find Celestia, beat her down till she lets the Empress go and be a hero, Wonderbolts gotta let me join then” Rainbow Dash smiled to herself as she imagined getting a heroes welcome and allowed back into the army, joining the Wonderbolts and flying through the skies wearing the uniform and fillies pointing as she flew by.

“Celestia is also an alicorn, who used to raise the sun. just because she can't use the Elements doesn't make her weak Dash, the best way to face her is together so we have a better chance of finding the Elements.” Twilight corrected Dash, who's bubble was popped as as she sighed and dove into the chasm to find the other end of the bridge

“Have to find the Elements, take on Celestia together” Dash grumbled to herself as she grabbed the rope of the bridge and started to fly upwards “I could find the Elements quicker than all of them, beat Celestia and save the Empress too, all by myself”
Ever since she got caught in the tree's Dash had felt useless, letting her fear get the best of her and act like a little filly as she'd kicked and fought against the branches and panicking as she couldn't move. She had one job and that was to punch a hole in the trees and she couldn't even do that right, she wanted to lift the group over the river but Rarity has insisted on helping the river lizard, she even let shadows get the best of her and made her see things that weren't there.

As Dash landed she looked at the old castle, the doors were open and inviting anything that could reach it inside, she could've easily let the bridge drop again and while fluttershy was struggling with it she would be flying through the castle, proving she wasn't useless and deserved to be in the army by finding the Elements and fighting Celstia, she would probably even be able to use them. If she could use the elements not only would she be able to join the Wonderbolts, but she'd probably be made Captain of them.

But what if she couldn't find the Elements, and couldn't fight Celestia by herself, or save the Empress? She'd just be proving that she deserved to be kicked out of the army and never allowed to join it again, just showing she was useless and hot headed.

“Rainbow Dash, do you see something?” she heard Twilight shout

that's right, she wasn't completely useless, she'd helped save the others from falling from the cliff, and helped fight against the Manticore, if she wasn't here the others wouldn't have made it this far, and if the others weren't here she wouldn't have gotten this far. When she joined the army she was a hot blooded, thick headed filly with ambitions and made plenty of mistakes. Now she was a hot blooded, thick headed pegasis with ambitions and experience that knew she needed somepony watching her back in case she made a mistake but the one thing that had never changed in her since she was a little filly no matter what happened, how bad a situation got or how many ponies she had to punch in the jaw, was she never let a friend stand alone and she never turned her back on them.

Tying the rope as tight a she could Dash signalled for the others to cross, who moved as quickly as they dared over the old wooden planks “What took ya?” Applejack asked as she joined Dash, watching the others as they crossed the bridge in case something happened.

“Just admiring the castle from up close, and remembering something about myself” Dash smiled as Pinkie passed them, the small group looking up at the castle again

“And what was that?” Applejack asked as Dash took flight

“That I'm totally awesome, now lets go save our Empress” Dash called out as she flew through the doors, leaving the others to race after her.

Author's Note

I know it's been a while but here's chapter 3, I've already started the next chapter so here's hoping it'll be done quickly.

Rise of the Equestrian Empire pt.4

As everyone raced into the castle after Rainbow Dash they suddenly stopped at they found themselves in a large room with what could have been a fancy fountain in the middle of it, looking around everyone found themselves imagining would the whole castle must have looked like back when it was used and well looked after.

"So, where do we start looking for the Elements?" Dash asked as she landed

"I'm not sure, Celestia and Luna knew of their power and would have hidden them so no pony could steal them. But each Element would have some kind of symbol on them" Twilight remembered back to the two books she'd read on the Elements, and neither of them told her what they looked like when Empress Moon used them.

"You mean like these?" Pinkie asked as she bounced on top of the stone spheres and used a hoof full of her mane to clean off the dirt and grime revealing a triangle on it

"Are those? They can't be" Twilight looked from each stone and saw they all bore a symbol on them, it was possible that when Empress Moon had banished Celestia she had just left them for everypony to see, to let them know what it was that helped make the Empire and if needed, had a weapon that could banish their foes. "Bring them down, gently"

flying up Fluttershy and Rainbow Dash gently picked up the large stone orbs and put them in a circle on the ground, with one exception

"Five? But there are supposed to be six, the book I read in Canterlot said there are six elements and if they're not together they can't be used" Twilight looked desperately from one pony to another, they'd come so close and gone through so much to get here and now they couldn't do anything as the last element was missing, possibly hidden by Empress Moon a thousand years ago so no one could use them.

"Are you sure they won't work with only five?" Dash suggested as she hovered over the stones "How do we get these ones to work?"

"I don't know, I just don't know" Twilight sighed as she sat down. She had the knowledge of hundreds of spells and thousands of books in her head she'd been learning since she was a filly, she knew of customs of societies across the world and spoke over a dozen languages, dead and alive. But why, why did she know so little about these? Why had the Empress not prepared her? Perhaps she had, in the spells and the books she'd learned and memorised, there were locater spells and summoning spells, even spells to replace items that had been lost or broken, one of them had to work. "I'm going to try something, several things, but I don't know if they'll work or what will happen if they do"

"Stand back everypony, give Twilight all the room she needs" Applejack ordered, watching as Twilight closed her eyes and her horn began to glow, wrapping her magic around one, then three, then all five of the orbs. Suddenly a bright burst of light filled the whole room, forcing them to cover their eyes from the blinding light.

Even with her eyes closed Twilight had to cover them with her hoof, opening one slightly she saw Celestia standing before her and the orbs floating around her, wrapped in her own magic. As the light began to suck itself back into Celestia Twilight jumped at her and as the light disappeared so did they.

*

Feeling herself land roughly Twilight opened her eyes to find herself in a different room, and for Celestia to be placing the orbs on the floor with her back turned on Twilight. Getting on her hooves as quietly as she could Twilight aimed her horn at Celestia and focused, sending out a blast of magic at Celestia made to hold and bind her until she figured out a way to use the Elements.

As the magic got closer Celestia turned and swatted the magic back at Twilight with her wing, who was unable to dodge it and was caught by her own spell, her legs becoming bound together and her mouth tied shut. Toppling over Twilight struggled for a few moments before she realised Celestia was watching her, glaring back at her Twilight relaxed and cut off her magic, the bonds instantly disappeared allowing her to stand back up.

"What is your name?" Celestia asked as she looked at Twilight, the young pony's anger etched onto her face troubled her, a thousand years ago so few ponies held such looks.

"I am the personal student of Empress Moon, favoured and most trusted pony of the court. I have mastered a thousand spells and I will master a thousand more, I have read and memorised books and tomes forgotten by others. I am Twilight Sparkle and I demand your respect."

Celestia stood unfazed by Twilight's speech and glare, simply looking at her with interest. Twilight watched back, her spell had easily been reflected back at her which meant Twilight had been right; Celestia was still powerful. though what bothered Twilight was that Celestia had done nothing when she'd been bound, it was the opportune moment to knock her out or use her own magic on her.

"My sister took a student? Why?" Celestia asked, watching as Twilight did her best to hide her surprise that she had been asked a question

"I am sure Empress Moon has taken many student in the past thousand years, she says I have a great power in me and I need to learn to control it, to control magic, perfectly" Twilight watched as Celestia thought about her answer, waiting for the oppertune moment to strike.

She remembered years ago when she had been Empress Moon's student for less than a year. she had been sitting beside Empress Moon as they watched the army's annual contests, which covered all abilities the soliders would have from flying manoeuvrability to speed, magical precision shot to strongest magical blasts, and of course, physical abilities. She had been amazed how an older pony, which by all rights should have lost in the first round of hoof-to-hoof combat, but proceeded to win round after round. Having no real aptitude for fighting herself she'd needed it explaining to her, and was told that even though the pony was older and most likely weaker than the younger ponies, he had years of fighting experience that allowed him to intuitively know what his opponent was going to do.

Twilight knew she had to wait till Celestia's guard was down, she needed to surprise her and gain the advantage that way, the only way available to her at the moment.

"To train a powerful pony into a loyal ally was a smart move on my sister's part, though I must admit I thought her madness would have you locked away or destroyed" Celestia watched as Twilight's glare become scathing hatred

"My Empress is not mad, through her leadership the Equestrian Empire had grown in size and strength, under your rule we were weak, but under hers we are strong" Twilight had to force herself not to attack, she had to wait or else she'd only be hurt.

"So that's how far your loyalty reaches, though I wonder if you will still be so loyal if you knew my true sister, before she became what she is now"

"I don't need to know who she was, I know who she is. She is the Empress of the strongest Empire in the history of this world, and we have become an unstoppable force. You would have shielded us against the creatures of the world where your sister gave us the shield and spear to face them, to let all know that if you are not with us you are against us, and we crush all that stands against us" Twilight fired at Celestia, her anger getting the better of her and making her attack too soon. Celestia put a powerful barrier around herself and watched as Twilight's blast simply bounced off and hit a wall, creating a large hole.

"There are more ways to ensure the lives of your citizens than to make war with everything. you can have peaceful lives by making trade agreements and peace treaties, this way no one need die for something they need and all can stand together as one" Celestia knew it would be no easy task to convince Twilight to see things from her point of view, but considering how everyone acted when the unicorn had told them to attack they all knew who she was, and if she were to stand by herside then others might listen.

"You gave to others that which was not theirs, you gave up ponies homes and food just to avoid a simple fight, I read it in Princess Luna's diary. She wrote how you would not listen and made the world think we were just some creatures to get easy food and materials from, I've read the records of the time and I know that the army could have easily driven off any attackers" Twilight needed a new plan, she knew that Celestia wouldn't drop her guard now, she'd just be waiting for the next outburst and she hadn't been able to make her move from the spot she was standing in, or was it Celestia didn't want to move? She was the only thing between Twilight and the Elements, which must mean she was afraid Twilight would use them somehow to defeat her, despite there being only five Elements.

"History is written by the victors. Did Luna's diary also say the land I traded away was too harsh for ponies to live in? That we could not cultivate the land or that the beasts were too wild and no pony could survive? The land I traded was for land we could live and grow in, I gave away metals and minerals so others could rebuild their homes and land, and in return we would have gotten supplies and medicines the we could not grow or make ourselves. By showing trust and offering help, Twilight Sparkle, others in turn will offer help when it is needed, you do not need war to make peace" Celestia could tell Twilight was planning something, another attack maybe but not a frontal one she was too clever to try it again, the logical choice for fighting someone stronger than yourself was to distract them.

"By making others part of the Empire and helping them prosper, by making them part of something greater, there is peace. The Equestrian Empire rules the lands and the sky, east to west so the sun never truly sets upon it. We do not need to make war now because all know that if we offer to make you a part of the Empire then you join, or else you face the full force of our might." The only Element missing was Magic, and if Celestia knew where it was she would have gotten it first to make sure no one else stumbled upon it. Perhaps if she could get the five to work the sixth would come by itself, the only thing she could try to do right now was to give them a burst of magic and hope it worked.

"But are they equals, or mere slaves forced to work? How do you know if they plan to sabotage or rebel against you, to end their oppression" Celestia could sense Twilight was going to do something, make her attack at an unexpected angle after some kind of distraction.

"What would be the point of fighting against us? Even if an entire town or city rebels they will have to face the whole army of the Empire. when they are made part of the Empire we search for the best job for them. All who are of the Empire are part of something bigger than themselves and are thankful to have something to help focus their lives, and no matter what you say or do we shall never accept you as our ruling monarch." Charging forwards Twilight saw Celestia was surprised slightly, obviously not expecting her attack head-on but she quickly got her composure back. As Twilight ran towards her her horn began to glow, charging with power as Celestia stood perfectly still with her own horn glowing, planning somekind of defence.

Once Twilight was close enough she unleashed her spell, a bright light filling the room and momentarily blinding Celestia as Twilight ran past her and leapt to the Elements. "I hope this works" Twilight said to herself as she closed her eyes and focused her magic onto the stone orbs, feeding some of her magic into them.

"STOP"

Suddenly Twilight felt herself lift up off the ground, opening her eyes she saw she was inside a bright yellow bubble, looking at Celestia she could just see the magic around her horn. Struggling Twilight couldn't break the sphere proving it was more than a bubble but an actual barrier she'd placed around her. Twilight saw the Elements start to move as she was forced away from them and placed back where she had been standing, the barrier still being held but the bottom removing itself she she was actually standing on the floor.

As the Elements moved around Celestia Twilight saw she held a scared look, they floated around her in a circle with magic slowly moving one to another, connecting them. But suddenly the magic faulted, unable to finish the connection due to the missing Element. Slowly the spheres lost the magic and dropped out of the air, smashing into pieces as they hit the ground.

"NO" Twilight cried out pushing against the barrier to no avail, hitting her hoofs against it as hard as she could and shooting blast after blast of magic but nothing she did worked, Celestia's magic was too strong.

Panting Twilight collapsed onto the floor as she knew what it meant; after everything she and the others had been through, the last day, the last ten years of her life, the last thousand years were all going to fall apart like glass shattering and there was nothing she could do. Empress Moon would be locked away at least a thousand years if not for all eternity, the Empire would break apart as lesser, unworthy ponies tried to take leadership and the world would fight to get their own scraps of the Empire.

All because of her.

Twilight didn't care about Celestia anymore, she didn't care if she was kept in the barrier for the rest of her days. The most important pony in the world to her was gone and she would never see her again, she was all alone again like when her parents died and her brother was shipped out after he was drafted. Twilight felt the tears roll down her face as she openly wept, not caring what Celestia thought of her or what she had to say, nothing mattered any more.

Celestia looked at the broken fragments of the Elements at her feet, she could hear Twilight sob as she dropped the barrier. The little pony that had so much fire and passion in her a few seconds ago was now only filled with sadness and tears, she had seen it before in the past and knew it was not her place to try and offer any comforting words. Instead she focussed on what was left of the Elements, she knew their power was great and unstoppable when used but only if they found their bearers. "Has the world become so full of fear and hatred that there is nothing for them to use?" Celestia asked aloud "maybe they will return in time, when the world is full of love, respect and friendship once again"

Celestia's words rang hollow to Twilight's ears, before she would have screamed at her and fought her but now there was no point, nothing and no one to fight for. She didn't want to see the Empire fall apart, she just wanted to curl up and die.

Twilight's ears started twitching, their was a faint noise just quiet enough she could hear it but not understand it. It was quickly getting closer, it sounded like a voice, no, several voices. They all kept saying the same thing over and over, the sounded familiar until finally they were in the room with her, looking up she saw Applejack, Fluttershy, Pinkie Pie, Rainbow Dash and Rarity standing there looking at her, calling her name with worried and panicked looks on their faces and she felt something, something she didn't think she'd feel again; She felt happy, she was glad they'd found her.

"Twilight you okay?" Applejack asked as they ran over to her

"Did Celestia hurt you?" Dash asked as she placed herself between Twilight and Celestia

"Are you hurt anywhere?" Fluttershy asked as she wiped away Twilight's tears

"Do you need help standing?" Rarity asked, her horn glowing and ready to lift Twilight up if need be

"This isn't a fun party, but I can change that" Pinkie manically giggled as she stood next to Dash and reached into her mane before pulling out a small grenade.

Twilight slowly stood up as she looked at her friends, then faced Celestia "you think love, respect and friendship doesn't exist in the Empire? What about the love for ones family, and the respect to others who can do things you can't. As for friendship, I have known of you less than two days and I say you, Celestia Fallen Princess of the Sun, have never been more wrong."

Twilight strode out in front of Celestia and glared at her with a new passion and fire, the fallen princess had no clue, no comprehension of what the Empire did not just for ponies but for all in it.

"Growing up I thought I had no need of it, that alone I could serve the Empire and my Empress to my full abilities. But I was wrong, the Empire is strong because it unites all and has us working together, and by being alone I was weakening myself. You think it will take a thousand years for the bearers to come? You are wrong Celestia, the bearers are the ponies, my friends, standing in front of you now"

Turning Twilight smiled at her friends as she easily remembered how they had each helped her and each other through out the day.

"Applejack, with her honesty had me trust her when I was in peril. Fluttershy with her kindness saved us from the Manticore. Pinkie had us laugh in the face of danger and defeat our fear. Rarity with her generocity by giving up that which she held dear to her heart to help the troubled. Rainbow Dash with her loyalty to her friends and to herself."

Turning back to face Celestia Twilight stood as tall and proud as she could. "And I, with the knowledge of a hundred spells and a thousand books and the ability to utalies them all, am the bearer of magic"
Everyone saw as the broken Element pieces started to shudder and float into the air, moving to each pony and circling around them, lifting them up off the ground
"It might not be your idea of friendship or respect or even love Celestia, but this isn't your world and we will make sure you never get it"

Each shard glew brightly as it moved onto the ponies, glowing bright as each one took a new shape and placed itself around its new bearer. Each shot a beam of light into air and they joined, making and revealing the sixth element which lowered itself down to Twilight and began glowing itself, taking a new shape.
Celestia watched in surprise and horror as the lights grew brighter and joined together, two large twisting rainbows shooting from the top joined together and rushed towards her. Screaming and trying to place a barrier around herself Celestia watched as the rainbow engulfed her.

As suddenly as it came the light disappeared and each pony was lowered to the ground, groaning they slowly picked themselves up. "Is everypony alright?" Twilight asked

"Ah reckon, though I feel I been at Granny Smith's special cider" Applejack groaned as she rubbed her head

"Oh my goodness" Rarity gasped loudly "this is amazing, it's fantastic, it's gorgeous"

"Oh Rarity, it's so lovely" Fluttershy smiled as Rarity posed to show it off

"I know, I'll never part with it again" Rarity said cheerfully as she rubbed her tail against her cheek, not one hair was out of place and it was as soft as she remembered

"No, your necklace, it looks just like your Cutie Mark" Fluttershy pointed out, watching as Rarity looked at it then her cutie mark

"Why so does yours" Rarity pointed out

"Look at mine look at mine" Pinkie shouted as she bounced around, showing it off to Applejack

"Aw yeah, finally got a necklace that's as cool as I am" Dash smiled as she stood proudly, puffing her chest out so everyone could see it

"Twilight, did you mean what you said?" Applejack asked as they looked at Twilight's crown

"Yes I did, I thought I could do everything by myself to help the Empress and the Empire. But going through everything today, all of you helping me, each other and overcoming each trial showed me I was wrong. To help not only the Empress, the Empire and myself, I'm going to need my friends to help me"

"Indeed you will, my most faithful student" a voice rang out, outside the window everypony saw the sun setting and as the moon rose a black whisp flew in through the window, in a flash of light it was replaced with Nightmare Moon's majestic figure, her wings stretched to their fullest as the moon light poured in from behind her.

"My Empress" Twilight cried out in joy as the others bowed, running up to her Twilight stopped just short and bowed before her

"I knew you would find the new bearers of the Elements, and release me from my imprisonment" Nightmare Moon watched as Twilight looked up from her bow with a wide smile and pride on her face, to be quickly be replaced with confusion

"But, you gave me so little information. I had to search everywhere for more than what was in your diary" Twilight couldn't understand why she had been given so little for such an important task, she dared not think again about what would have happened should she failed

"My student, in all the years I have been teaching have I ever given you everything you need to know when teaching you spell, or learning a new custom or language?" Nightmare Moon asked with an amused look on her face."I gave you just enough for you to solve the puzzle yourself. I have known about your magical potential ever since we first met, and as you studied under me I saw your inquisitive mind grow and learn. I knew of my sisters return long before I mentioned it to you my student, and I knew you would be the pony to find the Elements again. But you let the pride of being my favourite, personal student blind you from the true meaning of the Empire and let none but myself get close to you. All in the Empire stand together, and as long as one stands we are Legion"

Looking around the room Nightmare Moon looked each new bearer over, scanning them and seeing the new shapes the Elements had taken.

"I knew you would brave the dangers of the Everfree Forest" she continued "and I knew my subjects would never let the one pony who knew how to release me go by herself. Feel pride this day ponies, for you have proven to be some of the Empires greatest citizens"

Nightmare Moon saw the pride and joy take to their faces instantly, turning she looked at the spot where Celestia had been standing and now in her place lay a smaller white alicorn, no bigger than an average pony, with a long, soft pink mane. Celestia, weakened, stripped of her powers completely and defeated. It was a pleasing sight. "Now what to do with my sister?"

*

"And now citizens of the Equestrian Empire, though it was delayed and thanks to much diligence, I present you our Empress, Empress Moon" Mayor Mare turned and bowed with the rest of the Town Hall as the curtains were pulled back and revealed, in the dress Rarity had designed and made for her, Empress Moon who stepped forwards as the birds sang their song.

"Arise citizens" Empress Moon called out in her royal voice so it echoed through the hall, scaring away the birds and making a few ponies and guards who had not heard it before jump at its loudness. "I present to you the new bearers of the Elements of Harmony, and the ponies who released me from my imprisonment, Lieutenant Applejack, Corporal Pinkamina Pie, Animal Trainer Fluttershy, Rainbow Dash, Rarity and my personal student Twilight Sparkle."

As each pony stepped on stage the Town Hall erupted in cheers, stamping of hooves, cries from the Griffons and clapping from the Minatours. As Empress Moon spread her wings the cheers died down until the hall was silent again. "Let it be known, that on this day, my sister Celestia, ex-princess of the sun, tried to imprison me and take my throne. But with the power of the Elements of Harmony and their new bearers, she was defeated and I was released to take my rightful place once again, and I say on this day, the celebration of one thousand years of the Equestrian Empire, we stand stronger than ever and let there be no doubt in any ones mind that we shall not, nor ever be, defeated"

Cheers erupted even louder through out the hall again, every pony, Griffon and Minatuar cheering at the top of their voices as any creature that could play picked up their musical instrument and started playing, eventually all joining into one loud, long unrehearsed tune.

Twilight smiled as she looked out at the crowd celebrating, her friends joining in the festivities as she just watched, her smile faltering as a thought occurred to her. After the celebrations are done she would be going back to Canterlot and back to her studies, spells and following Empress Moon to various important meetings and celebrations. What would happen to the Elements? Their friendship? The Empress could easily set them up in Canterlot but they all had lives here; Applejack had her family and farm, the city was no place to raise and train military animals, who knew what Pinkie would do with her explosives and Rainbow Dash would most likely try to sneak back into the army. The only one that would fit right in would be Rarity, but she'd have more competition in the city, plus she would have to leave often to find jewel mines. Then there was her own schedule, she would barely have any, if any at all, time to see her friends.

"What is the problem Twilight? Something troubles you"

Twilight jumped slightly as Empress Moon appeared next to her "it has just occurred to me my Empress, I will soon be leaving to head back to Canterlot and I'll have to leave my friends behind, they have lives here and wouldn't do nearly as well in the city. I cannot help but wonder what will happen to our friendship, and the Elements"

"It is true that they cannot pack up their lives here and move to Canterlot but nor can the bearers be separated from each other. The Elements of Harmony are only as strong as the bonds of the users." Nightmare Moon watched Twilight closely, wanting to catch every big and little reaction to what she was going to say next. "Therefore Twilight Sparkle you shall stay in Ponyville and strengthen your bonds, only returning to Canterlot on my order"

Twilight nodded as she understood, it was better to move one pony than five after all, but then it hit her. "On your order? You mean..."

"Yes my student, you must stay here unless I summon you. The only thing that takes precident over strengthening your friend is my orders, is that understood?" Nightmare Moon watched as the disbelief and incomprehension covered Twilight's face as the realisation of what was happening hit her

"But what of my studies? I still have so many spells to learn and books to read"

"I thought you would know by now, reading books is no substitute for life experience. You will stay here and learn while I return to Canterlot, along with the Elements" Nightmare Moon enjoyed watching Twilight's discomfort, the young pony had been so dependent on her for so many years and now she was forcing her away.

"You're taking the Elements with you?"

"Of course my student, they must be protected. We cannot allow such valuable and important items of the Empire be in a place of such low security, only Canterlot has the appropriate level to protect them properly. You understand yes?"

"Yes, my Empress" Twilight bowed, her voice full of defeat

"Good, now I must return to Canterlot to quell any rumours of my disapearence from the court. I shall have your things sent to your new abode" turning to leave Nightmare Moon smiled as she heard Twilight say

"Any way I can serve, my Empress"

Leaving the Town Hall and climbing into her carriage Nightmare Moon smiled, her green eyes glowing and teeth shining in the darkness of the cabin "oh you will serve me well, my student. The sense of loss, the feeling of rejection and abandonment, your nightmares will be as sweet as your first month with me. Don't get over it too quickly my student, the war is still a while away yet and I will have my dessert before the main course."

Inside the Town Hall Twilight stepped off the stage and, with head lowered, silently walked through it ignoring all food, drink and dance offers, it wasn't until she reached the doors when she heard Rarity did she look up.

"Twilight where are you going? The party has only just begun and ...is something wrong?" She asked as she saw the gloomy look on Twilight's face

"Yes, well, no. The Empress says I am to move to Ponyville to strengthen my friendship with you all, and so the powers of the Elements are strong" Twilight tried to but on a happy face but felt her face stay as it was, as if made from stone.

"Well that's good ain't it?" Applejack asked as Twilight's face didn't exactly fill her with confidence she was happy to be moving.

"Of course it is, I'll be able to see you all everyday, and the Empress says I must gain life experience in using my spells and not just practise them from books. And as such she says ...she says unless she summons me, I'm not allowed back to Canterlot. If you'll excuse me girl I have to practise my spells"

The group watched as Twilight walked away, even Dash was so shocked she stopped hovering in the air and landed next to the small group.

"Is it just me, or did it sound like the Empress just banished Twilight?" Dash asked

*

Over the last thousand years Nightmare Moon had learned to be patient, more patient than any other pony. She had to be for her stealth missions to work during the wars, for peace treaties to be signed and not to mention her long term plans to come to fruition.
But now she had her sister, powerless and weak, in the dungeons beneath her and she wanted to see her, to gloat and laugh in her face.
But she had so much to do first, it would surprise anybody how fast ponies would try to claim her throne, as soon as there was confirmation of her disappearance Generals and noble houses competed for it.

When Nightmare Moon had returned she wasn't surprised to find out the Blue Blood family had been the first to fill the position, or the first to step aside and bow to her. If it were any other family she would keep an eye on them but the Blue Blood's were amongst the most loyal in her Empire, besides, though they would fight each other for the throne everypony knew there was only one true ruler of the Equestrian Empire.

After the moot argument had been done away with and allegiance had been sworn again Nightmare Moon had to make sure her long-term plans were still in motion, she was glad to see she had a reply from her new citizens of the deep, whom said they would keep the waters calm as they crossed to the north. Though filled with scattered rumours her long-term plans were still moving along, slow enough no other pony noticed but quick enough so she knew they were still active.

It was only after she received the final note that Nightmare Moon concluded her official business for the day, now she could visit the dungeons and finally see her sister. As she entered the guards were, as always, at attention. She expected Celestia trying to persuade the guards to join her but there wasn't even so much as a whimper coming for Celestia's cell.
As she looked in on Celestia she saw her older sister simply sitting on the blanket that had been provided, motioning to the guards they simply saluted and left without saying a word and closed the door.

"You are undone" Nightmare Moon smiled maliciously, Celestia simply watching her "everything you dreamed for Equestria is impossible for you, or already done by me. No pony of my empire will listen to your pleading and those outside it know that it is impossible to fight me. You have no friends, no allies and no power to help you. Big. Sister" Nightmare Moon chuckled as she stepped through the bars, her body becoming smoke as she did.

"You watched my dreams?" Celestia simply asked as she looked up at her now bigger, young sister.

"As was my duty" Nightmare Moon hissed, her eyes flaring bright green for a second "everynight, dreaming of peace across the world. Every creature helping one another and cheering for you as you stood on the balcony looking down on them" her mane began to grow and snake to the floor, moving towards Celestia who didn't move "do you know what I didn't see? Me standing next to you. My name not being cheered along with yours, being forgotten as all loved and adored you"
Nightmare Moon's mane wrapped around Celestia's hooves and snaked up her body, slowly twisting itself around her neck.
"Do you know what I saw when I looked in on 'our' subjects? You. Nothing but you. Everynight it was dreams of you protecting them, them thanking you, you fighting off their bullies and enemies."

"I'm sorry sister, I did not want others to forget you" feeling the mane tighten around her throat Celestia choked as she was lifted off the ground so she was eye-to-eye with her sister

"LIAR" slamming Celestia against the wall she pinned her against it "you wanted the power for yourself, the throne for yourself. But you forget one thing sister, any and all in Equestria have their dreams open to me. All those you invited to our castle to make peace treaties and trades, I saw into theirs dreams and all of them thought you weak."

Turning around Nightmare Moon let Celestia fall to the ground as she walked through the bars again. "But they faced me dear sister, their nightmare's were exquisite, like the finest wine and sweetest dessert. They quickly learned that my Empire couldn't be stopped, that ponies aren't weak and they would fight for what is theirs."

"Is that why you started wars and banished me? Because of jealousy?" Celestia coughed as she sat back on the blanket

"At first, I'll admit." Nightmare Moon smiled as she looked back at Celestia "but I soon grew beyond that, I had my own dream. I dreamt of an empire across the world, all powerful and all consuming, every creature bowing to me as they fought for what is rightfully mine." Turning back to face Celestia part of Nightmare Moon's mane separated itself and turned into a pure black point which slowly began to move towards her "I confess I can't remember if you were in my dream, bowing to me in the crowd or next to me, perhaps you weren't there at all"

As the point moved closer to Celestia she didn't move at all, not even blinking as it stopped just short of piercing her eye. She just held the same look on her face as she continued to look at her sister.
"I could keep you here, to show the world the two sisters of the Equestrian Empire as a united front. But you'd try and convince others that my rule is wrong. I could kill you and have you buried in an unknown place, but others could use you as a marter saying I have no love or compassion for others."
Suddenly the spike moved from her eye and pierced Celestia's neck, making her flinch and hiss at the pain.
"I think the best answer is banishment, you live in comfort I know you will hate, you're words will fall on deaf ears and you will never see Canterlot again. That is, of course, unless you succumb"

"What did you just do?" Celestia asked as she rubbed her neck

"You were always strong willed sister, always thinking your ways were best. But I wonder how long you can resist a piece of me, how long you can resist my voice whispering in your ear day and night." As Nightmare Moon walked to the door she chuckled darkly "either you lose yourself and I gain a sister that thinks as I do, or I never see you again and you're constantly hounded by me never knowing peace. Either way, I win"

Author's Note

So yeah it took me a while for my mind to get back to finishing this off.
Not sure when I'll do next episode but as always any questions just leave comment and I'll reply as soon as.