The Reign of Princess Twilight Sparkle

by ShaD-23

Rating: teen
Tags: Princess Luna, Drama, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Tirek, Spike, Cutie Mark Crusaders, Adventure, Main 6
Length: 39747

General Tirek returns and is more poisonous an enemy than ever. As the world teeters on the brink, everypony fears Tirek wishes to resurrect his master. And what of Twilight and the whispers she hears in the night? Non-canon. In memory of Kiki Havivy

Sequel to "Forever and For Always". In an alternate continuation after "Magical Mystery Cure", General Tirek has returned after his initial defeat at the hands of the Elements of Harmony and is far more poisonous an enemy than ever before. As the whole world teeters on the brink of Cataclysm, everypony fears Tirek wishes to seize the Alicorn Amulet to resurrect his mysterious master. And what of Princess Twilight Sparkle and the haunting whispers she and she alone hears in the night? Comments are encouraged.

In loving memory of Tiffany "Kiki" Havivy

Published 2014-01-07 08:20:01 UTC
Last updated 2014-07-15 03:37:02 UTC

Fear

“Let she who does battle with dragons take care, lest she thereby suffer a nasty, nasty burn.

And also, should you stare long into a dragon's eyes, you may make him really angry.”

Pinkie Pie

It had been some time since Tirek had attacked Equestria. Everpony enjoyed the well earned peace that flourished throughout the land (even with the occasional dragon alert). Times were good once again, but they would not last.

Princess Twilight Sparkle sat reading peacefully in her study, the sunlight pouring in through her window, her wings folded neatly. Spike sat on the steps, cheerfully reading a rousing comic book. It was a nice summer day, everypony enjoying themselves. Just as Twilight began to drift in and out of daydreams, however, Spike grunted loudly and then let out an almighty belch, a roll of parchment plopping into his clawed hand.

“Looks like we've got another message.” Spike said. Twilight narrowed her eyes. Every time they received a letter, she was poised for the news, certain they would receive one stating Tirek had returned. Spike looked it over and mumbled to himself. “It's just Shining Armor and Princess Cadence saying they've come for a visit.” Spike said. “Your birthday IS coming up, after all, Twilight.” the baby dragon smiled. Twilight let out a sigh of relief. With everything that had been happening lately in Equestria, she was shocked she had completely forgotten her birthday.

“Right... they must be really excited.” she said, bowing her head slightly.

“It's going to be a lot of fun this year.” Spike said, rolling up his comic book. “Now that you're a princess, I'll bet everypony's gonna wanna come and join in the celebration.” Twilight didn't say anything. True, she was more content with her new status as a princess, but she wasn't all too keen with the publicity she received. All of the cheering ponies that bowed to her every movement, their constantly watchful eyes expecting her to be refined and graceful every moment. It took her forever to convince Ponyville's denizens to stop referring to her as 'princess'.

=====

Twilight smiled as she waited on the train platform, watching the steam engine Shining Armor and Cadence rode on approach. It would be nice to see them again after they had been away for a while after their last meeting. As a small flock of birds flew by, the train pulled up slowly, hissing loudly as it came to a stop. Stepping slowly to the boxcar, Twilight smiled as the door opened. Just as she began to muse over all the things they could do over their visit, Tirek stepped from inside the car and pulled the red blade from his cloak and held it to the awestruck princess.

“Tirek!? What are you doing here!?” Twilight breathed, glaring. Tirek gave a snort.

“I've come to crush Equestria while you watch, Twilight Sparkle.” he said with zest, pointing his sword top her and firing a blazing beam for her.

“NO!” Twilight breathed, rolling from her bed, moonlight flooding the room. This was not the first time she had nightmares similar to this since meeting with Tirek. Shaking her head, she chalked it up to being apprehensive of possibility of Tirek returning.

“Are you afraid, Twilight Sparkle?”

Twilight gave a shriek, turning around to find her bedroom empty, her wings outstretched and stiff. She was certain she just heard somepony whisper in her ear. Was she going mad?

“Twilight? Are you okay?” Spike yawned, stretching from his basket. Rubbing his eyes, he got a cold chill seeing Twilight stare at the empty library. “Twilight, what's wrong?” No response. Shuddering, he climbed from his basket.

“Twilight, you're creeping me out-” he said, tapping her shoulder, causing her to scream and jump, knocking Spike to the floor.

“Spike?” she breathed, shaking and frightened. “I'm so sorry!” she said, helping her dragon assistant up. “Just a bad d-dream,” she said, shuddering fiercely “Th-that's right... just- just a bad dream...”

Spike looked at her suspiciously. She was never this frightened by any dream, no matter what it was. He was beginning to grow frightened as well. Watching his friend climb back into bed, Spike climbed under her covers and hugged her tightly.

“Spike?”

“Just... had a bad dream too.” Spike lied. Twilight smiled and stroked his cheek. “So, what are we gonna do when Shining Armor and Cadence get here, Twilight?” he asked yawning. Twilight let out a low exhale.

“Not much. Probably just hang out and wait for my birthday to come... I'll bet they have some kind of surprise waiting for me.” she said, slowly closing her eyes, Spike already asleep. As she slowly drifted back to sleep as well, she couldn't shake the thought that she was certain she heard somepony whisper in her ear.

=====

The morning was brisk and humid. Shining Armor and Cadence were just coming off the train when they were greeted by the other bearers of the Elements of Harmony.

“Hello everypony.” Cadence smiled as everypony bowed to her. “Where's my sister?” Shining Armor asked confusedly. Everypony shrugged.

“Twilight didn't show up for some reason.” Rainbow Dash said.

“I flew around Ponyville this morning, but saw no trace of her.” Rarity said, flapping her wings slightly.

“Hey! Guys!” came a sudden call from down the road. They turned to see Twilight charging for them, Spike cling to her as he rode. Her mane was a mess and she looked as if she hadn't slept well, but she was still smiling as she hurried for them. Just as she came up to the train station, however, Spike belched another note into Twilight's head, causing her to stumble and roll in a heap outside the train station, everypony laughing.

“Sorry about that, Twilight.” Spike said, brushing dust off his scales, Cadence helping Twilight up. “That note just came out of nowhere.”

“I wonder what it says.” Applejack said as Rainbow Dash powered her horn and opened the note to read it.

“It's from Princess Luna.” Fluttershy said as she read over Rainbow Dash's shoulder.

“All it says is to hurry to the Ponyville Tower!” she said. The crowd wasted no time in hurrying to the grand tower. It stood at the far end of Ponyville, opposite the Everfree Forest, and was an old outpost used to camp out on the border of Equestria. As soon as the came to a stop, they found Princess Celestia and Luna facing down someone in a heavy hooded cloak. There was no doubt in their mind that it was Tirek.

“And here come the rest of our friends.” Tirek jeered, everypony coming up to him and glaring. “No welcoming party for an old friend?” he taunted, laughing under his heavy cloak, slowly tilting his head back as the hood slid off to reveal a deep, straight scar across his face from when he encountered Rainbow Dash.

“What do you want, Tirek?” Pinkie Pie spat. Tirek only smirked.

“Silly ponies.” he said, never dropping his smirk. “You know what I come for-”

“Enough, Tirek!” Celestia said with a stomp. “You threatened my kingdom and its ponies, kidnapped numerous ponies and cursed them to become dragons,” she said, Applejack narrowing her eyes “you sacked my palace and you claim you want the terrible power of the Alicorn Amulet.” her horn slightly glowing, Celestia inhaled deeply and stood tall. “Were you a subject of my kingdom, I would see to it you are dealt with properly, but as you are not, I will instead choose to be lenient. You are hereby exiled from Equestria, and should you ever return, you will suffer severe punishment.”

“Be grateful, beast,” Luna said darkly “for I would not be nearly as merciful as my sister.”

Tirek began to laugh at this, everypony glaring.

“You are such fools...” he said. “You truly believe you have a chance against me?” “I'm not forgetting I knocked your teeth in last time, Tirek.” Rainbow Dash sneered. Tirek's smile didn't fade, at least not too much.

“Yes, I made the mistake of underestimating you, Rainbow Dash.” he said, licking his chops. “I will not make that mistake again.” Stretching, he let his cloak slide back off his shoulders, revealing a glinting mythril breastplate and gauntlets. What caught everypony's eye most of all, however, was one of Tirek's arms was pitch black. Muscular like his other, but completely black as night.

“The powers of hatred and fear flood into me, you see?” he said, showing them his arm. “Soon, my power will be tenfold, and you will have no choice but to surrender the Alicorn Amulet.” he said, everypony still glowering at him.

“You will soon have far more than just dragons to worry about.” he said, stepping away, walking off into the fields. “You have my orders... give me the Alicorn Amulet or Equestria will burn around you.” With that, he spread his wings and flew off into the sky, nopony sure if they were able to find their voice.

The Coming Storm

Shining Armor paced the grand library over and over as he waited for Discord to meet with him, the setting sun over Canterlot flooding through the giant stained glass windows. Anything Discord knew was going to be vital to their fight against Tirek and whatever forces he was going to employ. Walking this way and that, Shining Armor pondered just how much danger Equestria was in. Turning again as he paced the library, he wondered just how much more powerful the forces of hatred and wickedness had made Tirek. Things would not be resolved easily. Turning again, Shining Armor let out a small scream of shock as he found Discord smirking at him as he floated just inches from the stallion's face.

“I was waiting for that.” Discord said snidely. Shining Armor glared as he straightened himself up in a dignified manor.

“Must you keep doing that?” he asked irritably. Discord just gave a snort.

“Of course not, Shining Armor.” he gloated. “It is purely for my amusement.” Shining Armor glared once more. “Now then,” Discord went on “you asked to see me about my covert affairs, did you not?” Shining Armor nodded. “Well, I've got pockets of information if you'd be interested.” Discord jeered, an over-sized coat literally covered in pouches and pockets appearing over his shoulders.

“What were you able to learn about Tirek's plans when you were working with him?” Shining Armor asked, unamused by Discord's joking.

“He was very secretive.” Discord said, unzipping a pocket, a curly wooden pipe floating out, Discord lighting it and taking a few puffs. “I learned little of what he wants, save that he holds his master in high regard, whoever that is.”

“Master?” Shining Armor asked. “What kind of master could somepony like Tirek have?” “I'm not sure.” Discord said, stroking his chin as he threw his disappearing coat off. “Thinking on it, though, he utilizes the forces of hatred and fear...”

“That could only mean one pony...” Shining Armor said, hanging his head. “He said he was more than 1200 years old, Rainbow Dash said... he could have easily studies under Sombra if he's that old.” “And he also wields Sombra's horn with ease, as well.” Discord said. “But then why does he want to Alicorn Amulet when he is clearly very powerful in his own right?”

“He doesn't seem like somepony who would just want more power.” Shining Armor said. “Maybe he wants revenge for Sombra... assuming that is who his master was.”

“I don't really care about who his master was.” Discord huffed, taking another puff from his pipe as he turned his back to Shining Armor. “I'm more interested in what he may want with the Alicorn Amulet... I've seen firsthand the true horrors it can sew.”

At this, Shining Armor shuddered as he thought of something terrible.

“Do you think he intends to resurrect Sombra?” the stallion breathed. He wasn't sure, but he could have sworn he saw Discord's eye quiver just a second.

“I... I don't think the amulet is quite that powerful.” the former Element said flatly. Shining Armor strongly felt that Discord didn't entirely believe his own words. Figuring he should change subject, Shining Armor walked up beside Discord.

“What exactly is the Alicorn Amulet?” Shining Armor asked. Discord rolled his eyes. “You know what it is-” “I mean what is it really.” Shining Armor said. “Where did it come from and what does it really do to ponies who wear it?” Discord sighed at this.

“I can't say where it came from as I don't know myself.” he said. “I was discovered by a mining town far up north more than one thousand years ago, but long after we challenged Sombra.” Shining Armor hung his head at this... he wasn't sure Discord was telling him everything. “As for what it truly does, however,” Discord said, tossing his pipe away as it grew wings and flittered off through the window “I can tell you exactly what it does, but I really don't feel like it.” “Are you serious?” Shining Armor called, glaring. Discord, however waved the stallion off. “I say this, because I think it's much better to ask a pony who has actually donned the amulet.”

Shining Armor knew exactly who Discord spoke of.

=====

Spike belched up another note, which had been happening often as of late. Looking at it, he saw the seal on it had Shining Armor's cutie mark on it. Twilight had been waiting for word from him after he left in a fluster for Canterlot after their meeting with Tirek. Scooping up the letter, Spike hurried from the library, looking around for Twilight. He wasn't sure where she went, as he wasn't paying attention to her when she left when he was coloring once again.

“Hey, Pinkie Pie!” Spike called, spotting his friend hopping by happily. “Have you seen Twilight?”

“Oh, yeah, she went off with Rarity and Fluttershy to Cloudsdale to see if they could spot anything unusual over Equestria.” Spike's jaw dropped. How could he ignore something so important? “I wanted to come with them, but they said no since I can't stand on clouds like they can,” Pinkie went on, Spike burying his face in his hands “then I told them I could try out my new flying thingy,” she cheered, pulling out a large wooden contraption with large canvas wings, Spike shaking his head as he turned away “but then I remembered I have no idea how to land this thingy,” she went on as Spike sighed and lumbered off. Wondering what the letter said, Spike opened up the note, something he usually wouldn't do, but he, too, was very interested in what Shining Armor would have to say. He grew up with Twilight, after all, and Shining Armor was something of a big brother to him, too.

Looking it over as he unrolled it, it ready only one sentence;

'Ask Trixie about the Alicorn Amulet.'

Spike blinked in bewilderment. What was this all about? Considering Tirek had made it clear he was going to go to great lengths to claim the Alicorn Amulet, this was not something he could wait for Twilight to return for. He had to get to Trixie in the Everfree Forest immediately, but he couldn't just go there on his own, and he couldn't ask Pinkie, Applejack or Rainbow Dash because they'd likely give him a hard time for opening up Twilight's mail (well aware she'd likely have an earful ready for him when she returned from Cloudsdale). Just then, he got it.

=====

Trixie had given up on touring the world as a show pony after her last outing unleashed the powers of the Alicorn Amulet. She had been forgiven by the Ponyville ponies, but she still felt guilty about the whole ordeal. She now lived with Zecora, learning magic anew for herself in the Everfree Forest. It was nice and pleasant, the forest around Zecora's hut oddly tranquil compared to the rest of the forest. Learning magic all over again wasn't as bad as she thought it was going to be (Zecora giving her advice on occasion).

It was a warm, humid day, Zecora was out scouting the forest and Trixie tended to their garden.

“Hey there, Trixie.”

The blue unicorn nearly jumped out of her skin. Turning quickly, she saw Twilight's beaming dragon assistant with three little fillies.

“What are you four doing out here?” she breathed. “The forest is dangerous for little fillies and dragons to be out on their own.”

“That's what we said.” Apple Bloom said cautiously. “We usually wouldn't go into the forest.” Sweetie Belle added. “But Spike said he had a surefire way for us to finally get our cutie marks.” Scootaloo said, giving a glare to the dragon.

“Um... your, uh, dragon escort cutie marks?” Spike stammered.

“Of course, we've been jipped.” Scootaloo sighed, folding her wings neatly.

“Hey, I just noticed...” Spike said. “Your wings look fuller.” Scootaloo smiled and turned to Spike as he said this.

“Yeah, my wings had a growth spurt, at least that's what my mom says.” Scootaloo explained, showing off her considerably larger wings. “Maybe I'll finally be able to fly with these babies.” she said proudly.

“If you're all finished,” Trixie said irritably “I'm gonna have to take you four back to Ponyville-” “Wait!” Spike said, throwing his arms up in the air. Trixie raised an eyebrow.

“I came here for something important.” Spike said, the Crusaders all turning to look at him suspiciously. “I'm sorry I lied.” Spike said nervously as he turned suddenly to the trio of fillies. Their faces showed all too well they were not impressed at all with him.

“A-anyway!” Spike sputtered, turning back to the equally unimpressed looking Trixie. “Um, I got a message from Canterlot... they want us to ask you about the Alicorn Amulet.” Immediately, Trixie's face changed from a scowl to a nervous look of confusion.

“Inside, hurry.” Trixie said sharply, motioning the three to enter the hut with her. Following, the Crusaders wondered what exactly was going on, but Spike knew well why she was being so cryptic. They couldn't allow Tirek to overhear them if he were nearby.

“Why do you need to know about that... that thing?” Trixie asked just as sharply as before. Spike bowed his head.

“Tirek, a real bad guy,” Spike explained “is trying to hurt everypony in Equestria. He really wants to Alicorn Amulet.” Spike said, the trio of fillies looking on as they felt a slight swell of fear sweep through them. Trixie closed her eyes.

“It was hard for me...” she said quietly. “I pretty much dug my own grave... I was really desperate.” she said, Spike frowning. She clearly spoke of after she ran away from Ponyville after proving herself to be a fraud. “I ran as far away from Ponyville as I could but I still was mocked and ridiculed for everything I lied about... I was about to just suck it up and admit how wrong I was...” she said, her voice trailing off. “But then... IT happened...”

“What?” Spike asked, the Crusaders jumping as he spoke up. “What happened?” Trixie was clearly having a hard time bringing up these memories.

“I heard a whisper in the middle of the night.” Trixie said quietly, her voice quivering slightly. “I heard somepony ask me if I 'was afraid'... and it kept happening... eventually night after night.” she said, shaking as she thought back to it, Spike and the girls all feeling frightened by her words.

“After that,” she went on “the voice began to talk more with me... and it told me to look for the Alicorn Amulet... it told me where it was... it told me it would get me everything back.” she said,her voice quivering. “I went to so many different lands looking for it before I finally got to it.” she explained. “I spent every last bit I had on it and the moment I put it on... I changed...” Trixie bowed her head, shaking fiercely. Scootaloo sniffled as her story came to an end, Sweetie Belle putting her hoof around her friend as Apple Bloom shook as well.

“I should take you four home.” Trixie said, Spike nodding quietly. He wished he had waited until Twilight came back. He wished she had come here instead.

As the four left with the young unicorn, they weren't aware of how much they had grown just from hearing Trixie's chilling story.

=====

“I hope Twili writes back soon.” Shining Armor said, a small crowd of guards passing by out the library doors. “So... what do you think he is intending to do?” he asked Discord, the latter drinking a tall glass of ale.

“I think he may just intend to do what you theorized, Shining Armor.” he said. “He maybe trying to resurrect Lord Sombra.”

“I thought you said he might not be able to do that.” Shining Armor said quickly. Discord took another deep gulp from his glass.

“I said I don't think he would be able to.” Discord responded flatly. “I didn't say Tirek doesn't think the Alicorn Amulet could be used to resurrect somepony.”

Immediately, the library doors slammed open, Princess Luna's eyes narrowed.

“We should move to find Tirek at once.” she said sharply. “I say our goal is to meet with him!” she added before turning to leave before Shining Armor or Discord could respond.

“I'm guessing she heard us.” Discord said as he finished his drink. “I suppose she must believe the amulet can restore ponies to life, too.”he said, Shining Armor bowing slightly, frowning. He hoped they were wrong. He hoped they wouldn't have to face Tirek once again.

As Discord and Shining Armor pondered these things together, Princess Luna had made her way to the crystal caverns below Canterlot, where she stared at the Alicorn Amulet, stored away in secrecy, not blinking once.

Confirmation

Shining Armor and Cadence raced through the Everfree Forest. A long stream of smoke rose in the direction of Ponyville. Questions flooded their heads. What could have possibly happened in the short time that they were gone away? They entered Ponyville to the screams of ponies running about the small town. Neither saw anypony they knew. Finally, to their horror, they came to the source of the smoke. Cadence cried in terror as Shining Armor roared out in disbelief. Twilight's home stood engulfed in mammoth flames.

=====Several Days Earlier

Twilight Sparkle looked out over the land from the Cloudsdale observatory. It was amazing. From the gargantuan telescope, she could see everything. Far out in the distance was Appleoosa, Canterlot glinted in the sunset and the lights of Manehatten were slowly starting to blink on one by one. Nevertheless, she saw nothing unusual (given the recent circumstances). Dragons flew in a frenzy over the now inactive Great Roost, and she knew it was only a matter of time before they dispersed over Equestria as more dragons came to the Great Roost to repeat the same process. Turning her sights to the edge of Equestria, she skimmed out over the barren plains known simply as the 'Badlands'. Still, she saw nothing.

“That is where Tirek's kind come from.” one pegasus said, Twilight turning quickly to face him. “They are a secretive race called the baphotaur.”

“Do you think we could investigate them?” she asked as she tuned back to look upon the Badlands.

“Unlikely, milady.” the stallion explained. “They are a nomadic clan, and finding them out in the savage Badlands would prove most difficult.” Twilight nodded. If they were going to take any action, she thought, it must be something quick and effective. She nodded silently to the pegasus and started for the doors to the observatory, slowly descending the steps as Rarity waited at the bottom for her.

“Were you able to discover anything, Twilight?” she asked. Twilight sighed, her friend understanding right away.

“It doesn't look like we have any leads to Tirek or anything new he might be trying.” the alicorn princess explained. “I think all we can do is go home and wait to see if something new happens.”

Just as they came to the drop-off point, they covered their heads as a giant gust of wind blew at them. Looking up, they saw a giant shape coming for them. Rushing back, they watched as a grand airship descended to the drop-off. It was gigantic, well maintained, the wooden structure shining in the newly setting sun, large cannons dotting the sides with many different sized propellers, the numerous small propellers still spinning quickly as the larger ones slowing down to almost a stand still as the ship bobbed up and down, floating next to the clouds. The ship read 'ENTOURAGE' on the side. As the side hatch slowly slid open, several gruff looking pegasi marched out, followed by...

“Flash Sentry?” Twilight gasped. The pony, however, looked taken aback.

“Flash Sentry? No, your highness, Flash Sentry is my younger brother.” The mare did look exactly like him, with an orange coat and a long, spiky blue mane, only she was also dressed in a red vest.

“I am Captain Starlight, milady, at your service.” she said in a proper voice as her courtship bowed with her. “I humbly request that I be your personal bodyguard, your highness.”

“What?” Twilight said, blinking. “Bodyguard, for what?” “Milady-” Starlight began in her proper tone, only for Twilight to wave her off.

“At ease, captain,” the princess said “there's no need for formalities.”

“Yes ma'am.” Starlight responded. “Word in Canterlot castle is that Tirek has returned. As I understand, this information has been kept secret from all but a small few.” Twilight eyed her suspiciously. “Princess, I helped to defend Canterlot from the swarm of dragons. If Tirek has truly returned, I think he will bring more than just dragons to bear, just like Princess Celestia and Princess Luna said.” Twilight couldn't argue with this. Tirek definitely did seem to be as bad as his word.

“I appreciate the offer, captain,” Twilight said with a bow “but I politely decline. There is no need for you to endanger yourself on my behalf.” Starlight maintained her solid stare.

“I understand, your highness.” she said slowly, bowing. “If it's all the same to you, at least let me escort you to Canterlot. Princess Celestia wishes to meet with you.” Twilight looked at the airship. It had been years since she rode on a proper airship. Smiling, she nodded. “Step this way, your highness.” Starlight said, motioning Twilight to follow (Rarity blushing as a pegasus escorted her on board). The ship was large and stocked with gunpowder and cannon balls where they just entered. Following Starlight silently, they passed what resembled a giant iron safe door. Twilight figured it was the engine room where they powered the propellers. Trotting up a long flight of stairs, Twilight and her company made their way to the deck of the airship. Upon surfacing, all pegasus troops bowed to Twilight.

“At ease.” she called, feeling more confident with her status as a princess. Everypony returned to their tasks as she and Rarity followed Starlight up to the bridge, a stallion with a neat, black goatee and neatly combed mane wearing an identical red vest saluting with his wing as they met him at the wheel.

“Number One, take us out.” Starlight said proudly. The stallion saluted once more and turned to the wheel, pulling a lever and punching a couple buttons on podium beside the wheel. Twilight remembered from her studies this signaled those working in the engine room of the airship. Sure enough, they all heard the engine roar below deck and watched as the propellers began to spin faster and faster, the ship rising away from Cloudsdale. The rush of sailing through the sky was nothing short of (Twilight could think of no other word) magical. They zoomed past flocks of birds, shot by clouds, it was all so amazing. Twilight and Rarity gaped in awe at the tiny ground beneath them.

“We will be in Canterlot in less than an hour.” Starlight's first officer said as he stood at attention.

“No need to be so formal, sir.” Twilight said, giving him a nod, Rarity taking to a telescope, spying the passing land. “So,why does Princess Celestia want to see me?” she asked, her mane whipping about in the wind.

“She didn't say, milady.” Starlight explained. “There has been talk of searching Equestria for signs of Tirek.”

“I wonder what she could want me to-” “WHAT IS THAT!?”

The three turned to see Rarity staring in total awe at whatever it was she saw in the spyglass. Starlight pulled a pair of binoculars from the podium while Rarity let Twilight look through the telescope. What the two saw was unlike anything they had ever seen before. It was a giant hulking creature, standing on two small legs and had enormous claw-like arms. It's body was gargantuan, yet it had no head. Twilight knew it was a kind of golem.

Golems (which she briefly studied as a filly) were mostly mindless creatures who were created through magical means to do others bidding, though natural golems did exist in the deepest forests and most treacherous of mountains. This one, however, was clearly created from magic. As it glinted in the sunlight, Twilight still watching it, she thought it must have been made of some kind of metal.

“It's a golem.” Twilight said sharply as she spied it. “It's not natural, either. Someone made it.”

“A what?” “Golem?” “I thought those were a myth.”

Twilight ignored the stammering of her company as she watched the glimmering golem advance through the fields straight toward...

“PONYVILLE!” she called. “It's gonna attack!” Before anypony could say another word, Twilight spread her wings and shot down for the beast, her face burning with rage as everypony on the airship called for her. Zooming faster, her eyes stinging, Twilight flapped her wings as she came to a stop before the creature, staring in awe. It wasn't made of metal. It was made of black crystal, just like in Luna's story of the Crystal Empire. The creature turned to Twilight and, although it had no head or eyes, she could tell it was looking right at her. Lunging forward, her head lowered, Twilight jumped right past the mammoth brute as it quickly side-stepped her. It was shockingly fast for its size. Turning back to it, Twilight was knocked senseless by it's gigantic claw, flying several feet away from it. Dazed and wobbling, the alicorn princess turned to see the creature hold its arms above its head and put them together, forming a jagged looking maul. Shrieking, Twilight flew into the sky as it brought it's great weapon down into the earth, dirt and grass flying everywhere. Flapping her wings, feeling her heart pounding, Twilight lowered her head once more and fired a burst of magic for the monster, only for it to bounce right of 's glimmering body. This was not good.

Just as she was about to fire again, the golem fell to the ground, it's arms dividing into claws once more. Twilight watched as Rainbow Dash jumped back from the squirming beast, having torn its stubby legs off with her sharpened horn, her Element of Harmony glowing around her neck.

“Finish it off, princess!” the blue pony said proudly, tossing Twilight her magic crown. Placing her Element on her head, Twilight felt her fury wane and her mind become clear. Lowering her head once more, she fired a grand bolt of lavender light for the beast, shattering it into pieces as it exploded, the black shards shining in the sunset.

=====

Shining Armor paced the study of Canterlot as Discord puffed on his pipe.

“This doesn't make any sense.” the stallion said irritably. “Twilight should have been here by now.”

“You worry too much, boy.” Discord said smugly. “You see me? I'm not stressed because I always smile.” Shining Armor raised an eyebrow at him. Just as he was about to turn back to the window (Discord polishing his tooth in a tiny makeup mirror), Celestia burst through the doors to the library, Shining Armor jumping as Discord's tooth popped off as he jumped as well, leaping to the floor, scattering about the for his bouncing fang.

“Your highness!” Shining Armor said quickly, bowing as Discord grumbled under his breath, slipping his eagle claw under a desk for his tooth.

“Send for Princess Cadence immediately!” Celestia said sharply, her eyes narrowed. “Discord, wait in the room of royal relics.” the princess said as the former Element of Harmony fitted his tooth back into place.

“Room of royal relics?” he asked, raising an eyebrow (which then went on to float from his face). “Is that some sort of joke?”

“Go now, Discord.” she said in her sharp tone, not phased by his antics (as he licked his scruffy eyebrow and stuck it back above his eye). As he slinked away with a smug look on his face, Celestia turned to the window, looking over a scroll Twilight sent her from Ponyville once more.

=====

It was nearing midnight as everypony assembled in the hall of Canterlot's most valuable relics. Rarity looked about all of them in a joyous trance. Everypony else, however, stood and waited. The bearers of the Elements of Harmony had all come to Canterlot, Captain Starlight standing with them (Twilight having reconsidered her proposal), Princess Cadence and Prince Shining Armor both staring out the window at the calm night, and Discord fast asleep as he reclined on a priceless sculpture of Starswirl the Bearded. Finally, Celestia and Luna both entered the hall, having donned their gallant armor, a sword slung to each of their belts. Everypony bowed to them (Rarity joining with the group once more) as them came to a stop before them.

“There is no denying, everypony.” Luna said at once, Discord snorting as he awoke. “Tirek's master was none other than the wicked King Sombra.” Nopony said a word. Celestia inhaled deeply as she stepped forward.

“Everypony,” she began “while we cannot say for certain that this is what our foe intends to do, nor if such a feat is possible... we believe Tirek wishes to acquire the Alicorn Amulet and use it to revive King Sombra.” Not one of them could find their voice. Not even Discord.

“It is imperative we spread out and scout Equestria ourselves.” Luna announced, a couple of them looking taken aback by this.

“But why not just dispatch our forces, princess?” Shining Armor asked. “Wouldn't that prove enough?”

“No, Prince Shining Armor.” Celestia said darkly. “Already, our forces are scouring the borders... but I fear they will not be enough... they have been dispatched mostly to raise an alarm should they spot forces entering Equestria... while we must search for the demons inside the walls.” Once more, they looked quite taken aback by this.

“We are both certain Tirek and his forces are within the borders of Equestria.” Luna explained. “We must find him immediately and end his regime once and for all. Forever and for always.” Shining Armor opened his mouth to argue but turned back to his wife. She shook her head and he knew she was right. He turned to his sister who nodded as well.

“What is our plan of action, princesses?” Shining Armor asked as he powered his horn, putting his grand helmet on, Celestia stepping forward.

“Princess Twilight Sparkle and I will leave for the eastern peaks-” “I will accompany you, milady.”

Celestia turned to Starlight as she stepped forward, standing at attention.

“Milday Princess Twilight Sparkle has appointed me her bodyguard.” she said, not blinking once. “I respectfully insist I accompany you both to the eastern peaks.” Celestia said nothing as she looked straight into Starlight's eyes.

“Very well, captain.” Celestia said, not blinking either. “Ready your airship immediately after we finish our plan of action.” “Yes, milady!” Starlight called, saluting with her wing as she turned to stand next to Twilight once more, the young princess looking upon her companion with concern.

“Pinkie Pie and Rarity.” Luna said loudly, the two looking up at her. “You will accompany me to the Equestria bay at dawn.”

“Yes ma'am!” Pinkie called. “We will meet with you, your majesty.” Rarity said with a bow.

“Applejack, Rainbow Dash, leave at once for Appleloosa.” Celestia said, the two nodding. “We will need establish a garrison there, and we will rely on you to keep watch until we can dispatch troops to the town.”

“Yes, your highness!” Applejack said with a bow. “You can count on us!” Rainbow Dash added.

“Lastly, Prince Shining Armor and Princess Cadence.” Luna said, the two stepping forward. “Tirek would expect us to leave Ponyville unprotected and he would undoubtedly target it to break our spirits. You two are to keep guard at Ponyville and the outlying area.”

“Understood!” they both said in union.

“Does that mean I get the key to the palace?” Discord asked with a yawn as he lay on the statue of Starswirl once more.

“Fluttershy, you will stay here and keep watch over Discord as he defends Canterlot.” Celestia said sharply, Fluttershy shaking slightly as she bowed.

“So, thus ends another chapter.” Discord said with another yawn. “And I'm certain a new one will follow soon.” Everypony walked off to their dormitories (with the exception of Celestia, Twilight and Starlight) as he watched, left completely alone in the room of relics.

“Fighting off the most heinous of evils with little hope at all... this is absolute senselessness.” Smirking at the sculpture of his old friend, Discord closed his eyes, drifting slowly off to sleep.

“Just like last time, old friends... and just like last time... I love it...”

Advancement

“You've come such a long, long way, Twilight... and I've watched closely from the very first time we met.” “Princess?” “To see the kind of pony you would grow to be... I've always been so proud of you, Twilight... now, if I may... I think it's time we turn the page to a new chapter, Twilight...”

Twilight stirred in her sleep as she dreamed of her memories of her life before becoming a princess again.

“Princess! Princess!”

“What's that matter, Twilight?”

“I finished reading the 'Mare in the Moon'... I've never been so scared in my life!”

“There there, little Twilight... no need to be afraid.”

Twilight shook awake, breathing somewhat heavily. If she wasn't dreaming about Tirek attacking everything she held dear, she was dreaming about her past. This wasn't right. She was content with being a princess. She was happy with her life again. Why did she dwell on the past like this?

=====

The sun was just beginning to peak over the horizon as the Airship zoomed up toward the eastern peaks. Rising up higher and higher through the clouds, Twilight, Celestia and Starlight watched as the airship finally peaked through the clouds and came to the decrepit remains of a kind of tower or stronghold. The two smaller mares gaped in awe as Celestia narrowed her eyes.

“The remains of the tower of Starswirl the Bearded.” she said slowly, powering her horn, her armor appearing on her body a moment later. “This is where we should begin our search, Twilight.”

The airship touched down at a rocky path, Starlight leading them to the exit hatch below deck.

“Why are we coming here, Princess?” Twilight asked as she fastened a warm cloak around her neck.

“Master Starswirl created the Harbinger Blade.” Celestia explained. “It's likely Tirek would come her to find some secrets to it... possibly even destroy it.” Twilight walked in since beside Celestia. Just then, however, Celestia spread her wing out to stop the young alicorn. Looking over her wing, Twilight saw a rattlesnake staring right at them, its tail sounding loudly.

“These peaks are crawling with deadly creatures.” Celestia said. “Mind your surroundings at all times, Twilight.” she said, levitating the snake lower down the mountain. Motioning Twilight to follow, Celestia began up the mountain once again. Twilight stepped this way and that as she avoided the large spiders and centipedes. She was shocked these creatures could survive in this environment. The two went on up the rocky pathway until they came to a drop off.

“Here.” Celestia said as she spread her wings, Twilight doing the same. The two princesses flew up the rest of the mountain. Celestia obviously didn't want them to over exert themselves, Twilight thought. Just as they flew up through a layer of clouds (both of them soaked as they flew through), they came up to the ruined tower. Twilight couldn't help but feel sad as she looked at the clearing she and Celestia flew down into. It was hardly a tower anymore. A few walls still stood but all manner of masonry, columns, rotted papyrus and parchment and a number of weathered instruments impossible to accurately identify filled the clearing.

“Master Starswirl devoted his life to the study of magic.” Celestia explained. “After the Crystal Empire, however, he went into exile.”

“Because he was the Element of Honesty.” Twilight said, Celestia closing her eyes. “Princess Luna told me.” Just then, Twilight turned as she heard the sound of falling rocks. Stepping to the edge, Twilight saw an orange feather. It looked as thought it had just fallen there. Could something be spying on them?

====

Twilight and Celestia both had been digging at the ruins for a long while that day, trying to see if they could find anything. It was uneventful and they hardly spoke to each other as they worked. However, they were no longer digging. Instead, they now stared down at the unearthed bones of another pony. Celestia narrowed her eyes slightly while Twilight's head swam with questions.

“Is that-” “No, Twilight. Lord Starswirl was set adrift at sea when he passed... these bones are recent... I can tell.” Twilight stared up at her mentor.

“Do... do you think Tirek sent them here?” she asked. The white alicorn only inhaled deeply.

“That is a possibility... Tirek may be employing mercenaries... but then again, these ruins are a prized location for thieves and raiders... I think this was likely just somepony grave robbing.”

Celestia turned away as Twilight looked down at the dry bones. She really wanted to believe Celestia, that this was likely a treasure hunter, but she couldn't shake the feeling... why would somepony work under Tirek? Would they truly be so reckless and greedy? Sighing, she looked up into the noonday sun as a strong wind blew at her mane.

“Twilight, over here!” Celestia called, shaking her from her thoughts. Twilight hurried over to Celestia to see her levitating a piece of parchment. It must have been buried for years by the looks of it.

“What is it, Princess?” she breathed, looking at it. She could tell it was written in an ancient Equestrian language.

“Runeolith.” Celestia said. “This was a dying language when I was your age.” she explained.

“What does it say, princess?” asked Twilight as she peered at it closely. Ancient texts was not something Twilight was well studied in at all.

“It's a history of the Alicorn Amulet.” Celestia said. “It says there were seven who were known to have donned it... the first two were slain... the third overpowered themself... the fourth was the only one to ever to be fooled into taking the amulet off...”

“Does it say who it was, princess?” Twilight asked. Celestia shook her head.

“It doesn't say who any of them were... except the last one... it was the dragon, Tristram, whose fiery breath caused the largest volcano Equestria had ever seen.”

“The Great Roost” Twilight whispered, Celestia nodding.

“The legendary Tristram's fires, fulled by the amulet, were hot enough to cause the Great Roost to erupt, unifying the dragons and giving them a place to call home... the only good that ever came of the Alicorn Amulet... but then the dragon disappeared, and the amulet with him...”

“And then Trixie found it.” Twilight sighed. “... and now we have it at Canterlot.”

“It's strange, though.” Celestia went on. “The Great Roost appeared about 500 years ago.”

“Why is that odd?” Twilight asked.

“Starswirl died about 1200 years ago... I don't know who could have written this...”

Twilight opened her mouth to speak but couldn't find the words.

“I never knew he had worn the amulet-” was all Celestia said before jumping back as a black crystal shard shot for the parchment. Celestia and Twilight turned to see the baphotaur general, dressed in a heavy cloak, covered with golden down feathers.

“You may want to give me that, Celestia.” Tirek said, stepping into the ruined clearing, trotting on a spindly spider. Glaring, he stepped closer, Celestia drawing her sword as Twilight donned her Element of Harmony. “You don't belong here... nopony does.” Tirek went on. “Best be on your way-”

“You followed us here, didn't you?” Twilight said darkly. “What do you want?”

“You know my demands.” Tirek said maliciously. “If I am not given the amulet, Equestria dies... is that what you want, princesses?”

“There's two of us and one of you, Tirek!” Twilight called, trying to maintain her cool. “Even you know that makes for better odds.”

“Quite right, young princess.” Tirek said, smiling slightly. Twilight always hated the look on his face when he smiled. “That is why I came prepared.”

Before either of the princesses could say a word, the ground shook, rocks and debris flying from the center of the clearing. Stretching out of it was what looked like a gigantic snake, about the size of a bear, but it had giant frills at its neck and long, slender, skeletal arms.

“It's a naga!” Celestia called as it grimaced down at the two alicorns. The two flew off as it opened its mouth and spat hot venom for them, singeing the ground slightly as it made contact. While Twilight zoomed around trying to evade the creature's grasping arms, firing shining lights it the air as it chased her, Celestia matched blades in midair with Tirek, his cloak and Celestia's armor shining brilliantly in the sun's glare.

“My, my, Celestia.” the fiend tutted. “Do you really think you can take me?” Celestia said nothing. “You couldn't defeat Great Master Sombra, so what makes you think you could possibly harm me?”

“You will fool me into a blind rage, Tirek?” Celestia said through gritted teeth as she pressed on with her sword. “I am not so easily swayed.” she added, forcing him back, firing a golden beam at him. Tirek, flapping his bat-like wings, swooped under her attack and parried, landing a powerful blow on her shoulder. While the armor protected her from suffering a deep slice, the impact was incredible, Celestia falling down to the tower's ruins.

“I'm not finished, Tirek!” she called up to him. The wicked general only smiled down at her, holding his red blade in his pitch black hand. “What are you doing, beast?” Celestia called up to him, spreading her wings. Just before she could take off once more, however, she felt a sharp pain in her hind leg. Looking behind her, she saw a tiny yellow scorpion that had just stung her. It was a dangerous breed, she could tell, just by looking at it.

“I hope you've some medicine on hand, Celestia!” Tirek taunted. “Otherwise you're going to feel really sick in no time... but that's the least of your worries." he sneered, Celestia turning to see the naga turn back to her and stretch its hand for her. Just as she raised her sword to defend herself, an orange glare shot between them, knocking the creature's hand back.

“I don't think so!” Celestia's rescuer called. Looking through the glaring sun, Celestia saw...

“Flash Sentry, at your service, Princess Celestia.” the stallion said giving a short bow to her. The naga slithered for him, spraying venom for him as he dove quickly under its attack, curving back up to kick it in its fringed face.

“This wasn't the fight I was hoping for!” Tirek called, shooting for Flash, holding his sword high to attack. Swinging, Tirek glared as Twilight caught the blade with her glowing horn.

“This ends now, Tirek!” she growled, her Element glowing as well. “Surrender.”

“What a thing to say.” Tirek said with his wicked smirk. “Celestia is poisoned, my pet has your friend held at bay, and you are no match for me, even with your precious Element of Harmony.” he said as he flew back, firing bolts of orange light for Twilight. The young alicorn maneuvered through them as baphotaur swung for her again, Twilight barely catching his blade.

“You have no sword of your own.” Tirek went on with zest. “You've had no training of any kind. My power grows by the day. And you think you can defeat me?”

“I also think you talk too much.” Twilight smirked, shoving him back. “Besides, we came prepared.” Before Tirek could respond to this, the deafening sound of the Entourage's engine and propellers filled the noon air.

“Sis! A little help?” Flash called as he kicked the naga's clawed hand back once more, Celestia beginning to breathe heavily as she fired on the creature.

“Number One! Give the signal!” Starlight called, her first lieutenant pulling a leaver. Within seconds, the whole side of the airship was dotted with cannons. Tirek looked furious.

“Looks like we're one step ahead of you, good general.” Twilight said in a cool tone, the sound of exploding cannon fire echoing loudly. Tirek turned just in time to dodge a ball of iron as it shot for him. Starlight had her own cannon on the bridge that she was aiming at him with!

“Saver your empty victory, Twilight Sparkle!” Tirek snapped, flying off as the naga, pummeled with cannon fire, barreled underground. The day was theirs.

=====

The airship flew full throttle back to Canterlot. Celestia rested below deck, given an antidote to the scorpion venom. It was clear to see they had only just made it in time. She would not be back to full strength for some time.

“How are you, your highness?” Starlight said bowing.

“I was seconds away from dying from scorpion venom... how do you think I feel?” she groaned. Starlight bowed once more.

“My sincerest apology, princess. I will take leave and join Princess Twilight Sparkle and my brother up deck, your highness.”

“Very well, Captain.” Celestia said as the orange mare left her. Celestia felt cold. Not because of the numbing feeling of the scorpion sting, but because of what Tirek said to her.

SHOO BEE DOO

“Quickly now, Rarity and Pinkie.” Princess Luna said, smiling slightly to herself as she led the two through the morning streets of Canterlot, passing ponies bowing to her as she led the way. “We mustn’t keep our guests waiting.” Luna did seem quite excited this morning, the two mares thought. As they passed the train station, they saw Shining Armor and Princess Cadence both being escorted to a private engine. They didn't turn to see the two mares, but if they did, Pinkie and Rarity would have waved to them. They continued on to the edge of the city where they came to the great cliff overlooking the gorge below. Luna sank to her knees and motioned Pinkie to come forward.

“We're going down, you two.” she said as Pinkie quietly climb onto her back, smiling and holding on tight as Luna spread her wings, Rarity spreading hers and following Luna through the crisp morning air. The alicorn flew toward a long flight of rugged stone steps leading down the gorge, Rarity flapping her wings as she followed Luna down the gorge. The three descended lower and lower, down into the gorge to the bay below. As they came closer to the water, Rarity could see what looked like a dock materializing. Coming closer, she saw it was more of a stone formation, but it did indeed looked like a dock. As they came to a stop, their hooves clopping as they landed one the rough terrain, Pinkie hopped off.

“Can we do that again?” she asked excitedly as Luna and Rarity both folded their wings neatly. “That was just awesome!”

“Patience, Pinkie Pie.” Luna said calmly. Turning to the body of water, Luna lowered her head to the ripping surface. “Marco?” she asked, Rarity and Pinkie both wondering what she was doing. “Marco?” she asked again to the mostly serene surface. Whatever she was doing, it didn't seem to work. Closing her eyes and sighing deeply, Luna straightened herself up in a dignified manner.

“SHIKINOMARU!” she called loudly, large bubbles floating to the surface almost immediately as she spoke. Pinkie and Rarity both watched with open mouths as the strangest creature they had ever seen emerged. It looked like a rather large, green turtle, but with skinny frog-like arms and legs and a large, beak-like mouth, while what looked like an old, rusty metal bowl sat on its head.

“Oh, it's only you, princess.” it said, it's breath a sickening smell. “I forgot you said you were coming today-”

“Marco, did you get drunk?” Luna asked in an unamused voice. The odd fellow scratched at his chin.

“Um, yes, princess, I did.” “After I specifically told you not to?” “Terribly sorry, princess.” the creature said with a deep bow, the bowl on his head bobbing back and forth slightly.

“What a dreadful creature.” Rarity said loudly, Marco glaring at her. “You would never see one such as I engaged in such deplorable behavior-”

“Well excuse me!” he said in a gruff voice. “If you haven't noticed, there aren't any other kappa around here and the high class night life isn't my thing, so my options are limited!” Rarity and the kappa glared right into the others eyes

“Enough of this.” Luna said nonchalantly, sitting in a dignified manner. “Marco, the ruby, please?” she said, the kappa saluting without a word and diving into the water once more, large bubbles shooting to the surface.

“What was that thing?” Rarity asked as the bubbles quickly disappeared.

“He said he was a kappa?” Pinkie pondered as she scuffed at the ground while she waited.

“His name is Shikinomaru, but he prefers us to call him Marco since he came to Canterlot.” Luna explained, smiling slightly. “He tends to the harbor in the city, although he has been known to indulge a little too much. Kappa come from a far away land and there aren't any around for him to spend time with.” she explained, the stone wall behind her crumbling away to reveal a secret passage a moment later. Without saying a word, Luna stared down the newly appeared stone steps. Rarity and Pinkie giving the other a brief look of uncertainty before following the princess. Fortunately, these steps were not as numerous as the ones coming down the gorge. After just a moment more of descending the steps, their hooves echoing as they walked, they saw Marco stretching in the center of an underwater cavern the kappa obviously called home, three large hanging lanterns illuminating the makeshift bedroom. It smelled heavily of tobacco and alcohol, they both thought in union as they descended the steps. Sure enough, there were a number of empty bottles strewn about and quite a few ashtrays full of stubby, burned cigars peppering the room. Looking around, the two Ponyville mares saw large chest made of rotted wood lined with rusty iron, a rough looking cot and a few potted cucumbers (each of them looking shiny and plump). They thought it was odd they had grown so well considering there was nowhere for sunlight to come through.

“Thank you, Marco. Now, the ruby?” Luna stated as the kappa nodded and threw open the old chest and threw his arms inside. In it, Pinkie and Rarity could see what could only be described as a load of junk. Broken musical instruments, rusty metal fixtures, oyster and abalone shells, sea creature bones, more empty bottles and a mess of other things. After a moment more of rummaging, Marco pulled what he was looking for free. It was a fancy, golden cigar holder with two fixtures. Stuffing it with two cigars he clearly rolled himself (Rarity rolling her eyes as he lit them up with a long matchstick), Marco pulled the rusty bowl from his head to reveal what looked like a water-filled basin on the top of his head. In the shallow water was a gorgeous red ruby in a spindly looking golden charm. Princess Luna powered her horn and took it from him, smiling as he quickly put the rusty bowl back on top of his head.

“I think you two will enjoy this.” she said in a slightly mischievous voice, Pinkie and Rarity wondering why she was still being so cryptic. Slowly she climbed into the water, both of them watching. “Well, don't just stand there.” she said, clearly enjoying their confusion. The two looked to Marco who motioned them to join her, talking a long puff from his cigars. Cautiously, they came to the water edge and slowly climbed into the pool of salty water. It was quite cold.

“Wh-what are we g-gonna do, princess?” Pinkie asked as she shivered. Luna said nothing as she placed the ruby on her collar, the trio glowing and feeling their bodies change. The first thing Pinkie and Rarity noticed was the water began to feel less cold, or at least their bodies adjusted very quickly to the cold. After a brief moment more, they felt their lower bodies shift and change. Unaware of what had happened, they simply bobbed at the top of the water. Princess Luna, however, dove under the surface. Immediately, they dove under to see what she was doing. To their surprise, they could see just as clearly under the water as when they were above the surface. Not only that, but they could breath perfectly well underwater as well.

“What's going on!?” Rarity breathed, Pinkie able to understand her perfectly as large bubbles floated from her mouth. Looking at each other, they both saw exactly why they were able to survive underwater. Their upper bodies were exactly the same as usual, but their lower bodies were now long, slender and covered with scales, Rarity having a long, flowing caudal fin (her wings now also long and flowing fins) while Pinkie's was large and fan-like.

“GET IT OFF! GET IT OFF!” Pinkie shrieked as she waved her hooves for her fishy body.

“Pinkie, calm down.” Luna said as she swam up beside them, her tail sporting several glimmering fins similar to Rarity's. “There's no need to be alarmed. The ruby has transformed us into hippocampi.” she explained calmly.

“Hippo- what?” Rarity stammered, raising an eyebrow.

“We're seaponies!?” Pinkie gasped. “I thought seaponies were only a story.”

“The hippocampi are indeed real, Pinkie.” Luna said with a smile. “This charm has the ability to turn anypony into a hippocampus.” she explained. “We are to meet with queen Shubedu, the ruler of the hippocampi. Let us make haste at once.” she said, turning to swim off gracefully into the bay.

“Oooh, all this icky brine is going to be murder on my hair!” Rarity whined as they pushed their way out to the open sea.

“You must toughen up, child.” Luna scolded. “Learn to adapt to discomfort as I have.” fuming to herself, Luna turned back to the two mares quickly, a bulging vein then appearing on her head as Pinkie tried calling out to a young whale.

“And Pinkie Pie!” she barked. “Stop harassing the wildlife.”

“Okie dokie lokie!” said Pinkie innocently. “I think he was a foreigner anyw- Waaah! What is that!?” She called as a large and very hungry looking barracuda was slinking toward them with its toothy maw wide open. Narrowing her eyes, Luna fired a searing blue beam from her horn and encased the avaricious beast in a shell of ice.

“I've never seen creature like these!” Rarity stammered as the chunk of solid ice sank to the sandy floor. “Are we still in the bay?”

“Judging by the drop in temperature, the rising PSI of the water and the more sporadic marine wildlife,” Pinkie said in a dignified voice “I think we are nearing the Canterlot border and nearing the open sea.” Rarity and Luna both blinked in surprise. “What? I like the ocean.” Pinkie added, a disgruntled look on her face. Rolling her eyes, Pinkie swam off mumbling to herself. Immediately, Luna swam up beside her, Rarity tagging along behind them. Pinkie was right, Rarity thought. Although the water didn't exactly feel cold, the temperature was dropping as they swam further on, the white mare unable to stop herself from smiling as she silently marveled at the shimmering tails of her fellow party members. After a moment more of swimming, they finally came a great gorge. The two Ponyville mares looked at it in awe. While they floated and watched, Princess Luna swam briskly down into the depths of the massive underwater canyon. The two looked at each other with the same thought in mind. The alicorn seapony seemed to know where she was going, so they cautiously swam up behind her. As they descended lower and lower, they saw what looked like jagged mountain peaks, though they could tell very easily as they came closer that was not the case. Large, spire-like homes stretched up in the gigantic gorge, dotted with hollows and openings. This had to be the seapony village, they both thought. Sure enough, as they came closer, they saw the a number of seaponies, theirs coats blue and green, swimming for them, each of them holding crude-looking spears and blades, Pinkie and Rarity shooting behind the princess as she smirked.

“Good day to you-” was all Luna had said before the bared their weapons for her. Even she looked taken aback.

“You brought them here.” one seapony stallion said. Luna narrowed her eyes as he said this.

“Yes, I said I would bring my companions-”

“No, you brought these... these monsters!” a young mare snapped as she held her spear closer. Luna gave them both a glare as Pinkie and Rarity inched closer behind her. This wasn't what they signed up for. Just as Luna opened her mouth to speak, however, a glinting red shape caught her eye, the princess smiling as the seapony queen approached.

“It's an honor, queen.” Luna said as she gave a deep bow, the hostile seaponies lowering their weapons and bowing to their queen. She was quite large, as large as Luna was, also sporting a numbers a gliding, shimmering fins and wore a bronze headdress adorned with neat, shiny shells that looked more like jewels.

“My apologies, Princess Luna.” she said in a dignified tone, the seapony attackers swimming off at once. “A number of the warriors are growing angered now that sea monsters are intruding on our home. As we've lived relatively peacefully, they have arrived at a number of absurd conclusions, including accusing you and the Equestria ponies of summoning the beasts.”

“My apologies, as well.” Luna said, Pinkie and Rarity watching in awe. “I did not mean to frighten anypony so.” Smiling, she swam with the seapony monarch down into the hollow, the two mares following cautiously behind, peering from behind the princess at the other seaponies, each of them still clutching their weapons, wondering if they should stay with Luna or make a break for it.

“What have we gotten ourselves into?” Rarity whispered in a shaky voice.

“Wait, I got an idea!” Pinkie called, shooting from behind Luna and swimming up to a particularly gruff looking guard who eyed her suspiciously.

"Bah-weep-graaaahnah wheep ni ni bong." Pinkie greeted, the seapony glaring as he floated before her, other seaponies watching. "Bah-weep-graaaahnah wheep ni ni bong!" she proudly called. This time, though, the guard was unable to stop himself as he started to chuckle at the gibberish she parroted, a couple other seaponies snickering at her display.

“Pinkie Pie, what do you think you are doing?” Luna sharply said as the trio came for her.

“It's the universal greeting, of course.” the pink pony explained, Luna jerking Pinkie away from the guffawing crowd.

“We've come to appeal to the seapony kingdom, Pinkie Pie,” Luna said irritably “so please remain dignified.”

“Okie dokie lokie” Pinkie said again as the four came to a large grotto in the side of an adorned golden wall covered in sea foliage, Rarity crinkling her nose at it. Obviously, this was what the queen called home.

“Wow... that's a big wall.” Pinkie said as she followed the others inside. Rarity gave a disgusted scowl as she looked around the grime covered halls, artifacts and sculptures of unknowable design lining the messy corridors here and there.

“What is this place?” she asked, thinking Twilight would be most interested in visiting this grotto.

“This is a sunken fortress... seaponies came here after Atlantis was invaded.” explained the queen as she lead them further down the hall, Rarity wondering what this 'Atlantis' was.

“It's from an ancient war that raged before my sister and I ruled Equestria.” Luna added as the four came to a large hall. The hall was surprisingly clean compared to the halls they entered through. It was neatly lined with needle-like spires, beautifully crafted marble columns and the the center of the hall was a massive dish-like platform. Pinkie looked at it in awe as Rarity swam about, admiring the sudden change in atmosphere. As the pink seapony came closer, her mane starting to drift slowly to the side, she saw it looked like an enormous crab shell.

“Queen Shubedu.” Luna began in a proper tone. “I trust you remember our last meeting, cut short as it was?”

“Yes, Princess Luna.” the seapony queen retorted. “The land is awry with calamities and rouge beasts... as you can see, even our home beneath the surface has be harassed in your absence.” Luna nodded at this. It made sense to her. Why else would the seaponies have acted so hostile as the three entered their home?

“We will comply and lend our services in defending the Equestrian coast, Princess Luna, but I must ask,” the queen continued “what should happen should the forces continue to besiege my fellow ponies? And why did the beasts only come for us after you first met with me?” Luna looked very taken aback by this, her mane drifting to the side. There was no denying it. The queen was just as suspicious of her as her subjects, not noticing Pinkie suddenly looking all around the great hall.

“That brute Tirek must be watching us closer than we anticipated.” Rarity suddenly added, her voice dripping with disdain. Luna and Shubedu both looked at her, thinking the exact same thing. She was right. “He must be trying to force a rift between you both, your majesties.”

“Very astute, young Rarity.” Luna said, looking pensive. “I would not have come to this conclusion myself...”

“I remember you mentioned this Tirek.” Shubedu said, looking off into the open sea through a large crevice at the far end of the flooded hall, Pinkie inching just over the opening and peaking over it. “He must be very wise and practical... he does not seem to make the first move.”

“And he may even be watching us now.” Luna said cautiously. “... this beast grows more and more vile as we continue to investigate him.”

“Then we will do all in our power to stand and fight, Princess Luna.” the queen said in her dignified voice. “I will speak with my subjects immediately. They must be aware of how malicious a foe we are dealing with.”

“Well, this went off without too much a a problem.” Rarity said, her wing-like fins drifting slightly. Looking, she saw Pinkie still looking out through the crevice of the sunken fortress. “Pinkie, what's wrong?” The pink mare didn't blink as she watched the open water, her mane staring to flow out toward the big blue.

“There's a vortex!” she called suddenly as she swam under the giant crab shell. Luna and Rarity both watched blankly as she did so, but Shubedu looked out into the sea and gasped.

“How could I have not noticed it.” she called as she also swam away from the crevice. Sure enough, in mere seconds, Luna and Rarity both covered their ears as what sounded like an explosion filled the great hall, then suddenly being jerked with incredible force as they could both feel themselves being pulled away by a tearing force in the water, turning to swim away from it to no avail.

“We have to save them, your queeniness!” Pinkie called as she watched, clinging to the giant crab shell. Immediately, the seapony queen powered her horn, a loud echoing sound coming from the open sea. As Pinkie peaked over the shell, an enormous shape shot for the crevice, blocking the churning water. It was round but had long, spindly tendrils stretching from its body and completely covered the jagged tear in the wall. Immediately, Luna and Rarity shot with Pinkie and Shubedu out from the fortress.

“Thank you, Cancer, now go, save yourself!” she called back as they hurried through the hall and out from the grotto, the swift, sucking current returning.

“That vortex... it appeared so suddenly...” Pinkie said, breathing heavily (although they were underwater) as they came to a stop before the alert looking seaponies.

“But how could it have...” Shubedu began, her voice trailing off as her eyes grew wide. Pinkie watched as she floated there for a brief moment, her look of shock turning into a look of pure terror. Immediately, the queen shot before the watching seaponies quickly, knowing she had to evacuate them.

“My fellow seaponies-” was all she managed to say before another maelstrom began to tear nearby. Immediately, Luna and Shubedu powered their horns, shielding everypony from the twisting water.

“Curse you, Tirek!” Luna growled as the water began to grow more ferocious. Just then, however, Rarity swam up just inches from the barrier, squinting with her eyes.

“Something is in there...” she said with a glare. Before she could watch any longer, the maelstrom dissipated, a long, massive, slender silver fish with numerous tiny fins dotting its body, glaring at them from behind the barrier with its glowing yellow eyes.

“It is Rahab!” Shubedu called, staring in awe at the mammoth sea creature. “But why would she attack us!?” she breathed as she and Luna held the creature at bay, the shield still going strong as it crashed continually into the glowing barrier. They had no problem in holding it off, but the also had no idea how long the creature would continue its attack. As the seaponies watched in terror as their once-ally continued her assault, an enormous crab shot by and tackled it, wrestling with it before them.

“Cancer! Don't hurt her!” Shubedu called as she dropped her barrier, shooting for her giant friends. Immediately, several seaponies shot forward and seized their queen, holding her back as the two enormous sea creatures continued fighting, her headdress falling off as she gave a shriek, Rahab flinging the giant crab painfully into a rockface.

“That creature is clearly under a mind control spell.” Luna said as it turned back to them. “It won't be easy to get up close to it.

“Wait!” Pinkie called. “Queensie, do you have ruby coral?” she asked quickly as she turned to the royal seapony, Rarity and Luna wondering what she was getting at.

“Ridiculous.” a guard said suddenly as the two creatures continue fighting. “Ruby coral is not indigenous to this region-”

“Just a small bit.” the queen interjected. “We could use it.” she said as Pinkie nodded. The two of them swam toward the seafloor where they spotted her fallen headdress on a small cliff side, the queen scooping up the fallen headdress, everypony watching. As they came back to the battling creatures, they could see Cancer was starting to grow weak as he continued to fend of Rahab, the latter generating powerful cyclones that ripped at the mammoth crab.

“Cancer!” Shubedu called tearfully, racing for her companion as Luna held her hoof out to stop her, Pinkie catching the falling headdress as she tossed it aside.

“Why do we need the headdress?” Luna asked as she generated another barrier, the crab ramming the possessed Rahab into the glowing shield.

“Ruby coral can be used as a powerful weapon.” Pinkie explained as she swam up beside the alicorn. “It can penetrate whirlpools when used as a spear.”

“It's the only way we can stop Rahab without really hurting her.” Shubedu added, barely able to stand the ongoing battle. “Please, Luna, do this for me.” she said in a shuddering voice. “I can't hurt my friend.” The other seaponies looked at the alicorn seapony, pleading looks upon their faces.

“Very well.” Luna said, taking the headdress with her magic, spying a thin but very sharp looking piece of coral. “Rarity, you have a discerning eye.” Luna said, the white seapony turning to her as she . “Tell me when I should attack.” Rarity gulped but nodded, turning to the glowing barrier, watching the two struggle. Narrowing her eyes, hearing the queen gasp and plead as the crustacean grew weaker, Rarity could feel her skin burn with tension. Luna narrowed her eyes as the crab grew less adamant, smashed into the barrier again and again.

“Rarity, please-”

“Wait for it, princess...” Rarity growled, not blinking.

“Please, Luna-”

“I said wait, queen...” Rarity watched as the crab forced its opponent back.

“Rarity, now!”

“No, Pinkie!” Rarity breathed, glaring and gritting her teeth. The slender Rahab sent Cancer flying from view from above the hollow.

“Now!” she called, Luna dropping the barrier, Rahab shooting for them as she shot the red spike straight through the twisting waters that enveloped it, striking right between the creature's eyes as it barreled right past them and into the side of the ruined fortress.

“Come, your highness!” Luna called as she shot with Shubedu for the growling creature as it fell down into the depression beneath the seapony's gorge. The two came for the beast as it slowly came to its senses, Shubedu and Luna both lowering their horns for its head, the princess casting her restoration spell while the queen cast the strongest healing spell she could on her gargantuan friend, falling deeper and deeper into the blackness.

“Princess, did it work?” Rarity called with no answer.

“Is she okay, Queenie?” called Pinkie. Still no response. Just as the crowd of seaponies inched closer, they all shot back as the slender Rahab shot up from the trench, Shubedu and Luna riding her with great smiles on their faces. Rahab sang out an echoing, serene siren song as she coiled up through the seapony's gorge, a small whirlpool materializing, dragging the motionless Cancer from the overlooking cliff, Shubedu swimming to meet with him and powering her horn.

“Wake up, now, Cancer.” she said in a motherly voice as a number of the crabs wounds healed, its beady eyes opening as she continued to cast her spell. “You did so well.” she said as Cancer nuzzled her. Every seapony cheered as their home was saved, Pinkie hollering and whooping as Rarity chortled at her friend. Luna smiled at them both as they joined the crowd, Rahab gliding gracefully through the waters as she, Shubedu and Cancer rode along with her on the joyous sea entity. Pinkie and Rarity really saved the day, she thought.

=====

“I'm so happy the queen obliged to help defend Equestria.” Rarity said as the trio swam to the hollow Luna lead them to before. “She seems so kindly and so-” “Queensie sure was happy we could help her, huh, your highness?” Pinkie said as she shot between Rarity and Luna, smiling as she twirled about. “Cancer and Rahab both seemed really nice an' friendly, too.”

“Thank you both for coming with me today.” Luna said as the surfaced into Marco's cavern, Rarity not even caring as the kappa lay before them, completely drunk into submission, three empty bottles lying around him. As she swam to the edge of the small pool of water, Luna removed the spindly amulet from her collar, her lower body returning from a flowing fish tail to a pony's flank, Rarity and Pinkie's doing the same.

“Let's report back to the castle.” she said as she climbed from the water, shaking herself dry. Pinkie and Rarity, however, flopped onto the rocky floor, feeling a sudden rush of fatigue from swimming so much.

“Oh, you'll get used to that, don't worry.” Luna said as she started up the stairs “I was just the same as you two.” she added, ascending out of view as they both groaned, Marco suddenly beginning to snore loudly.

Author's Note

Special thanks to my best friend darkruler64 for helping me out with this chapter.

Suspicion

Shining Armor and Cadence came to a stop in Ponyville, looking around the tranquil rural town as they stood on the train platform with their luggage cases, the Harbinger Blade slung to Shining Armor's side. The air was crisp with a hint of moister in the wind, a few dark clouds settling in as the train began to rattle off.

“A storm is coming.” said Spike as he walked up to them, holding a folded umbrella under his arm. “What's up, Shining Armor?”

“Hi Spike, it's been a while, eh?” he responded with a smile.

“An' Princess Cadence, it's been a long time since we just hung out, too.” he said as Cadence gave a nod to Spike. “So, Twilight tasked me with tending to your every need. Whatever you want, I can do it!” he said in a chipper tone.

“Spike, we've known each other for years.” Cadence said, waving him off. “You don't need to be our servant.”

“I know, but Twilight wants me to be responsible!” he said with a proud look, tugging at their heavy luggage. ”An' that means anything for the prince an' the princess.”

“Spike, trust me.” Shining Armor said in an older brotherly tone, levitating their cases easily. “As far as me and Cadence are concerned, you're not a servant. You're our family.”

Spike blushed at this. It always made him feel so happy to be considered equal to other ponies. As he noticed the duo spot this, he gave an embarrassed snort and turned to lead them from the train depot to Twilight's library.

“It's going to be great to kick back an' relax when this is all over, huh?” Spike said loudly. “Especially with Twilight's birthday coming up.”

“It's going to be nice to just let all this craziness just roll off our shoulders for a bit.” Cadence said as the two followed him, looking around the quaint town as everypony bowed to them.

“So, thing's have been relatively quiet, Spike?” Shining Armor asked as they passed the town hall. Nodding, Spike ran ahead to the grand tree house and opened the door for them, smiling.

“Yup. All clear here. An' with you two here, there's nothing to worry about.” Shining Armor ruffled Spike's fringed head as the two ponies entered the library. “Anything you need, all you need to do is-”

“Spike, please.” Cadence interjected. “Relax. You're family.” Spike blushed again.

“R-right. Thanks, Prin- um, Cadence.” Spike said, turning to leave, only to run right into a bookshelf, the two royals laughing at the adorable little drake.

=====

Trixie ran as fast as she could through the Everfree Forest, breathing heavily and sweating bullets as her cloak whipped all about in a frenzy. Her heart beating in her ears, she turned, her eyes darting all around the clearing she found herself in. Was she home free? Just as the thought entered her mind, she turned quickly, here heart pounding as she saw just an empty thicket of trees. Giving a sigh of relief, Trixie looked all around the clearing, a few dark clouds gathering in the distance.

“I should get home.” she breathed, doing her best to straighten out her ragged cloak before she started off back to Zecora's hut. Sniffing, she could smell a cooking stew. It was definitely Zecora's recipe, she though. Good thing, too, after the scare she just got.

“Zecora, I'm home!” she called as she came to the door. “I hope that stew is-” CRASH!

Trixie was blown painfully against a tree, her head spinning as she slowly came to her senses, her ears still ringing. Opening her eyes, she felt her insides turn to ice as she saw him again. Tirek cut her off at her home, Zecora shaking inside the hut as she watched the armored monster approach her friend.

“T-T-Tirek...” Trixie shuddered. The baphotaur glared as he drew the curved red blade from inside the blue mythril. “Y-y-you-”

“Trixie.” he hissed as he stepped closer. “I'm going to ask you this once and only once.” Trixie whimpered and cowered against the tree as he came for her. “And I want you to tell me the truth.” Zecora hid her face as he came closer to Trixie. The unicorn could barely hear a thing over her pounding heart and quickened breathing.

“Do you still crave the darkness?” he asked as he stopped just inches from her.

“What-” “Answer me, Trixie!” Tirek snapped as he held the blade to her throat. She could feel red hot heat emitting from it.

“N-n-no.” she managed to stammer. Tirek narrowed his eyes at this.

“I see...” he said, Trixie certain this was it for her. “That's unfortunate.” he said in disdain as the blade reverted to the red horn, Tirek placing it in his armor. As Trixie and Zecora watched in awe, Tirek spread his wings and flew off into the dark sky, both of them wracking their mind as to what had actually just happened.

Appleoosa

Applejack and Rainbow Dash both left sheriff Silverstar's establishment and looked around the dusty town of Appleoosa. Not much had changed since their last visit, it seemed. They were to spend a fortnight keeping watch here while troops were mobilized to come to Appleoosa for a later date.

“So, been a while since we been to this ol' town.” Rainbow Dash said in a faux-western accent, Applejack rolling her eyes.

“Yup, plus, I really gotta stretch my legs.” Applejack breathed, ignoring her friend's gag. “That train ride took us a whole day an' night just to get her.” groaned Rainbow Dash as she followed close behind.

After a long bit of talking with Sheriff Silverstar, Applejack and Rainbow Dash had gotten the gist of what had been going on as of late. The ponies of Appleoosa had taken to mining now that their apple orchard was overgrowing its boarder (the ponies still keeping a path for the buffalo to stampede going through the orchard). Looking through the town, they saw it was fairly empty.

“Everypony must be really busy at the mine.” Rainbow Dash said as she and Applejack made their way to the edge of the town. As the sun dipped toward the west, they saw a familiar face on the horizon.

“Hey there, cousin!” called Braeburn, Applejack and Rainbow Dash waving as he came to meet with them. He was covered in black dust and wore a red vest and scarf, clearly having just come from the mine.

“How've you been keeping, Braeburn?” the orange mare asked as he joined them walking back to the town.

“Pretty good. I'm a fire boss down at the mine.” he said proudly, although Rainbow Dash raised an eyebrow at this. “I'm a foreman down there.” he explained, clearly spotting the blue unicorn's expression. “By the way, I thought you were a pegasus when you last-”

“Long story.” she groaned, Applejack stifling a tiny chortle.

=====

The town was bustling with life early in the morning, Rainbow Dash and Applejack both shaking their heads at the early start. Joining Braeburn and his fellow miners at breakfast, they ate in silence (although their eating was fairly noisy).

“The princesses want us to keep watch over Appleoosa until she can send out some guards.” Applejack explained to her cousin as Rainbow Dash continued to eat loudly. “We're gonna hold down the fort in town while everypony's mining, okay?”

“Sure thing, cousin.” he responded, finishing his filling meal. “See you when quitting time's up.” he said, joining his fellow miners. Rainbow Dash sighed and lounged back, giving a loud burp.

“That his the spot, AJ.” she mused. “We're gonna need to keep our strength up for whatever's gonna come at us today.”

“Eeyup!” Applejack called, jumping up to join her friend. Leaving the inn, they started off to the far end of the town where a tall wooden watchtower stood. They had been tasked today to keep watch over Appleoosa from the outpost. Ascending it, they kept a close watch on the horizon, Applejack spotting Braeburn's team entering the mine with a telescope. It was quite a ways from town.

“So, what are we on the lookout for?” Rainbow Dash asked as she looked all around with a pair of binoculars.

“Hopefully, nothing.” Applejack responded. “To be honest, I want all this over an' done with.” Rainbow Dash couldn't exactly object to that. There had been so much craziness, she also wanted things to be back to normal... she especially wanted her wings back.

The hot sun moved painstakingly slow from one edge of the sky to the other. It had been an incredibly boring day for the two. Groaning, completely drained, Rainbow Dash slumped against the guardrail as Applejack forced herself to keep watch. Was this really what she and Rainbow Dash were going to be doing for the next two weeks?

“You think we'll be home in time for Twilight's birthday?” Rainbow Dash sighed, wishing the day would be over. Applejack shook her head, trying to keep herself awake.

“I hope so.” she groaned, spotting Braeburn's team returning, another marching out toward the mine. “I think our shift is up.”

“Good, this guard duty stuff is boring!” her friend breathed, descending the ladder. Following, Applejack and Rainbow Dash nodded to their replacements as they hurried to join Braeburn.

“Have fun today, cousin?” he taunted, both the mares glaring at him. “Don't feel bad, guard duty happens to the best of us.” Sighing, the two followed him into the inn. The smell of tasty dinner filled the air.

“Well, I guess such a sucky job makes the food taste better.” Rainbow Dash said as she felt her mouth water. Applejack couldn't help but agree.

=====

The next day, they decided to go explore the land, Rainbow Dash taking her binoculars just in case. Taking to the trail leading through town, coming to a stop at the apple orchard, they surveyed the land. The orchard did look much fuller than ever. Smirking, Rainbow Dash powered her horn and picked an apple.

“Catch!” she called, tossing it to her friend. Smiling, Applejack caught it and looked it over.

“Looks good... you have it.” she said with a smirk, tossing it back to Rainbow Dash. Smirking, taking a bite out of it, she followed Applejack as they came to where the trail led off into the dessert. Looking out at the open frontier, they could see the whole desert, open and wide. They both thought it was very beautiful.

“We gotta get everypony out here when all this is over an' done with.” Rainbow Dash sighed, looking over the land. “This just seems so awesome!”

“Yeah, it is.” Applejack said, chewing on a strand of wheat, the wind giving a whip to her hat. She was happy they could be out there, at least. It was really quite relaxing.

Just then, however, they saw a cloud of dust on the horizon. While Applejack squinted at the approaching cloud, Rainbow Dash powered her horn, peering through her levitating binoculars, the ground beginning to shake as a rumbling sound began to grow.

“The buffalo are heading this way.” Rainbow Dash said, both of the mares stepping back as the herd came up on them quick, passing them by and shooting through the orchard, heading straight toward Appleoosa.

“Looks like they're still lively.” Rainbow Dash called over the loud rumble of their stampede, both of them watching as they disappeared around the orange, rocky bend.

“Hello there!”

Applejack and Rainbow Dash both turned to see a familiar face. Little Strongheart, the daughter of Chief Thunderhooves, smiled at them from a rock face overlooking the orchard.

“Hi there, Strongheart!” Applejack called as the young buffalo calf leaped down to join them. She now wore a light, brown garb and necklace of some kind. “How have things been?{“ she asked, Rainbow Dash smiling at their old acquaintance.

“Okay... it's nice to see you both.” she said, her face falling just a bit. “So, you're here because of the things that have been going on around here? Like the dragons?”

“Even out here, huh?” Rainbow Dash asked, Strongheart nodding.

“They've been less numerous, but my father has also disappeared.” she explained. “Without our chief, many of my friends are worried.” The two mares were at a loss for words. Chief Thunderhooves was a very large buffalo (large even by his tribe's standard) and if he were to just suddenly disappear, something serious must be afoot, they both thought.

====

It was a good bit before sunset and the miners were returning to town early, Applejack, Rainbow Dash and Strongheart watching in bewilderment. They were initially going to see the sheriff about the disappearance of the buffalo chief, but as the miners came back early, they figured something might be up. Their suspicions were confirmed when, to their shock, they saw two gruff stallions helping an injured Braeburn back to the village, Applejack gasping as she saw her cousin. Rushing for him, they saw he was covered in bloody bandages, his eye covered as well. He looked in really bad shape!

“Braeburn!” Applejack breathed as she rushed to his side. “What happened!?”

“Sorry cousin,” he said weakly as he hobbled with help into the square “I got caught in a gas explosion... part of bein' fire boss.”

The trio watched as the crowd helped him to the town center for treatment. It seemed he would be out of work for a time.

“You think he'll be okay?” Rainbow Dash asked quietly. Applejack made no sound.

“I hope Braeburn is well... let's go meet with him.” Strongheart said, starting off for the town center.

“No.” Applejack said, both her cohorts turning to her. “He needs some rest... let's see him tomorrow.” she finished, starting off to the local tavern. Rainbow Dash sighed as she watched her friend enter to building.

“I hope she doesn't get too thrashed tonight.” she moaned, starting off to the inn, Strongheart tagging along.

“It's still day light-”

“You know what I mean.” Rainbow Dash said sharply as she and the young buffalo walked off back toward the apple orchard, the sun dipping toward the west.

=====

Rainbow Dash and Applejack both were feeling incredibly drained, having been landed with sentry duty once again. It had been just over a week since they came to Appleoosa, and their stay had been incredibly uneventful, spending all their time keeping an eye out for anything that might seem threatening. This was the third time since they had come to Appleoosa that they had found themselves in the tower watching the horizon. It was just so boring.

“How has Braeburn been?” Rainbow Dash asked, wanting to speed the time.

“How many times have you asked me that?” Applejack groaned, spying through a telescope. “He's just fine, he just can't go back to the mines just yet.” she sighed, not really paying attention to anything in the spyglass. Sighing, she flopped back onto an empty create for sentry ponies to sit on. Braeburn was going to be out of work for a bit longer ever since his accident in the mine. Paired with chief Thunderhooves' disappearance, things in Appleoosa were slowly but noticeably getting more and more out of hand. After all this, she really hoped to be back in Ponyville by Twilight's birthday. That would be just the fix she (and all the rest of them) needed. It was starting to feel really lonely out in Appleoosa now that there was mining going on. The city almost seemed deserted during the day. Groaning, she wondered what Apple Bloom and her friends were up to.

“Hey, Applejack, look out there!”

Before she could think of her sister any longer, Applejack jumped to the telescope and spotted a shape on the horizon. It was clearly another pony, draped in a dark, heavy traveling cloak, doubled over as they came up on the outskirts of the dusty town. Gasping as the pony collapsed, she seized up her canteen ans hurried down the ladder (Rainbow Dash calling for her) and shot through the town. She had to help whoever this pony was. Coming up to the edge of town, she could see the pony slip into focus over the mirage of the heat. Running as fast as she could, she came up to the pony, seeing it was a stallion. Lifting his head up, she gasped as she saw who it was. None other than Flash Sentry, a pegasus soldier whom Twilight had shown interest in the last time they met.

“Water... please...” he wheezed, his lips chapped and his mane tangled. Immediately, Applejack seized her flash and poured water into his mouth as he sputtered and coughed.

“C'mon, fella.” she sighed, helping him toward the town as Rainbow Dash hurried up for them.

“Is that Flash Sentry?” she gasped as she came to him, helping her friend carry him toward the town center. “What's he doing all the way out here?” she asked as the door opened, her horn glowing.

“Your guess is as good as mine.” Applejack breathed as they hoisted him onto a table. “I'll go find a medic.” she said as she hurried off, Rainbow Dash tending to the groaning stallion.

“What were you doing out there, Flash?” she asked, holding her canteen for him to drink. “What happened?”

“Mer... mer...” he wheezed “mercenary...” Rainbow Dash's eyes went wide when she heard this. There were mercenaries in the desert? Before she could think on this anymore, she heard the door open behind her. Turning, expecting to see Applejack or a nurse, she instead saw a bulky pegasus dressed in a dark blue cloak, a matching uniform underneath. He had a short gray mane, a pale blue coat and a look in his eye that said all too well he had seen much. Rainbow Dash knew him well. It was Stable, a pegasus mercenary leader, known for both his expensive services and how brutal his team could be.

“Been a while, huh, RD?” he asked smugly. The unicorn glared at him, standing between him and the ailing Flash. “When did you get a horn? Where are your wings?”

“I'm not surprised to see you here, Stable.” she huffed. “Lemme guess... Tirek hired you?”

“He wants us to make sure he keeps everything under wraps... we just raided ol' Flash in the desert an' left him to die.” the mercenary chuckled darkly. “He didn't come too easy, but we managed to steal everything he had... too bad he got here before he died... looks like we're gonna have to clean house out here in Appleoosa.”

“You're insane!” she spat, her horn pulsing. “Do you really think any good can come from working for Tirek?”

“Don't know, don't care.” Stable sneered. “He pays good, so we'll do whatever-”

“You never changed, Stable!” Rainbow Dash growled, lowering her head. “Everypony in Cloudsdale knew you were bad news... now you're gonna wipe out a whole town for a paycheck?”

“You got it.” Stable smirked, a crossbow folding out from his saddle under his cloak. “Nothing personal.” As he fired several bolts, Rainbow Dash narrowly put up a barrier dividing Stable from her and Flash.

“You're dealing with a different Rainbow Dash, Stable.” she growled, glaring at him.

“Yeah, I know about you coming back an' showing up Cloudsdale an' all, but what do I care?” he snorted, “Just gonna make this more fun.” he laughed as a loud roar sounded outside. Rainbow Dash knew it was an airship. Stable's team was here.

“So, what's your next move, Rain- OOF!” was all the brute could say before Rainbow Dash sent him flying with a painful burst of magic. Turning back to Flash, she powered a barrier around them, knowing it wouldn't be much. Barriers weren't her strong suit and without her Element of Harmony, she wouldn't be able to hold it for long if they attacked her all at once.

Outside, several mercenaries (all dressed in dark blue tunics and cloaks) set to raiding the city. Just as Stable rose to head back inside, he was tackled by Applejack, her Element glinting as it hung around her neck.

“Who are you?” she demanded as she pinned him down, his crossbow lying broken on the ground beside him.

“Get offa me!” he snapped, the orange mare holding him in place, despite how much bigger than her he was. “What gives!? Who are you!?” he spat. Just as she was about to demand he tell her what was going on again, another mercenary tackled her from the side, knocking her off of him, her hat flying off as she fell to the ground. The two wrestled in place but Applejack was able to easily overpower him. Stable couldn't believe his eyes? One mare overpowered one of his own troops?

“Get her!” he snapped, several stallions charging for Applejack and leaping on top of her. As more and more mercenaries piled up, Stable snickered, certain they crushed the life from her. Just then, to his shock, he saw Applejack start to fling and thrash her attackers about. What was going on!? Shaking her head, her yellow mane a mess, she glared Stable down, kicking her fallen hat up and placing it back on her head as she smirked at him.

“Got anymore?” she rasped, breathing loudly. Just then, several pegasi troops surrounded her, each of them armed with crossbows.

“Skewer her.” Stable laughed as the prepared to fire, Applejack looking nervously around. Just as it seemed this was it for her, a barrel sailed by, exploding in the air as everypony ducked and covered their heads.

“Need some help, cousin?” a bandaged Braeburn smirked, standing beside a catapult loaded with explosive kegs.

“Glad you're here, Braeburn.” Applejack breathed, not even wondering what he was doing out of bed. “Now let's run them outta town!” she called, Braeburn sending another exploding keg for the attackers, sending them running as it exploded loudly. Stable, however, shed his cloak and spread his wings, soaring into the air, curving back around and scooping up Applejack, shooting out of town at high speed, her hat flying away as they shot through the sky. As she watched the shrinking town, she saw miners and buffalo returning back into town, ready to fight off these mercenaries. Good thing she and Rainbow Dash went to the sheriff to keep in touch with the buffalo in case anything like this happened, she thought breifly as the deafening wind blew at her and her enemy.

“You're going down, now!” Stable called as he dived down to a butte, dragging Applejack painfully through its rocky side. Swinging with all her might, Applejack cracked him hard in the face with her hoof, the two of them spiraling up into the sky, shooting back down quickly into a mountain range far outside of town, a bigger airship than the one she saw in two anchored in the peaks, several creates surrounding it. Kicking free, Applejack tumbled to a stop near the airship, the Element of Honesty flying from her neck when she made contact with the ground, her attacker swerving quickly back for her.

“You can't mess with me!” he spat, his eyes glaring. “I'll take you down now!” he called as he shot for Applejack. Just as she readied for impact, Strongheart jumped up and tackled him just feet from her.

“Where's my father!” she demanded, turning to kick him hard in the side, but he was quick. He caught her just in time and shoved her away.

“My boss wants the chief to make into a real nasty monster.” he sneered. “Funny you came all the way out here.” he said just as a wheezing sound could be heard. Looking closer, they saw one of the creates was actually a wooden cage, the giant buffalo bound to the ground inside. Strongheart let out a loud gasp as she charged for her father, Stable quickly turning to buck her painfully away.

“Kids.” he smirked as she tumbled toward her father. Applejack had had quite enough. Snatching up her Element, she placed it back around her neck, staring Stable down.

“Time for you to die.” he sneered, flexing his wing as a second crossbow folded from his saddle. Applejack narrowed her eyes. Strongheart shook herself awake and stared at the two ponies, her mouth dry and her heart racing. This was it for all of them.

As Stable flexed his wing again, a bolt shot at blinding speed for the orange mare. At the same speed, Applejack spun about, bucking with all her might, deflecting the crossbow bolt, turning back to star her foe down. Both Stable and Strongheart couldn't believe their eyes. How was Applejack able to do such a feat?

“If you missed that, I can do it again.” Applejack taunted. Glaring, Stable fired several bolts, Applejack turning around and kicking them all away with her strong hind legs. The two stared in disbelief as Applejack rounded back to the wicked pegasus and smirked. Before he could make another move, the airship they struck in Appleoosa came zooming away, several pegasi flying off with it. The attack was over.

“Looks like you lost.” Applejack said smugly. Stable knew she was right. Roaring, he shot through the air and to his giant ship. What was he doing, Applejack though. He couldn't possibly hope to fly an entire rig by himself. Just then, however, it she saw it. Taking a closer look at the airship, she saw it had two enormous cannons mounted on its sides, and, to her and Strongheart's horror, they turned downward. He was going to blow the ship away.

“Have fun!” Stable called as he shot away from the airship. Sweating bullets, Applejack leaped for Thunderhooves' cage and kicked with all her might, shattering it as if it were made of twigs.

“Father, hurry!” Strongheart called as she and Applejack hoisted him up and helped the weak buffalo chief away from the ship, the scent of gunpowder filling the air. Even with Applejack's strength, it was slow going. Thunderhooves was an extremely heavy fellow. Just when it seemed all hope was lost, Strongheart roared out, her light brown coat turning snow white, her strength matching Applejack's. Now, the two of them both quite capable, they hoisted up the unconscious chief and hurried down the mountain, a loud explosion sounding just seconds later, the trio blown tumbling a ways down the mountain. Turning, covered in dust, they saw a gigantic rock slide coming for them. This was serious.

“You go on ahead!” Applejack called to Strongheart. “I've got this!” The white buffalo nodded and hobbled down the mountain with her father, leaving Applejack behind. Taking a deep breath as she saw the tumbling boulders fall for them, she turned and kicked with all her might, knocking them all away, tiring out as she held off the torrent of crushing boulders. Not daring to look away from the falling rocks and not even wondering how she was able to even do this, she kicked and kicked as hard as she could, her vision waning. Finally, giving one giant rock a kick that sent it shooting back up the mountain, she stumbled away, collapsing out cold. She had saved Strongheart and Thunderhooves.

=====

“Wake up, would ya! C'mon! Applejack!”

The orange pony slowly opened her eyes to see Rainbow Dash standing over her, a look of relief on her face.

“You're alright!” she breathed, throwing her hooves around her friend. Applejack strained at the achy feeling that shot through her body, looked around to see she was in their room at the inn.

“What... what happened?” she wheezed, looking to see her cousin Braeburn (still covered in bandages), the white buffalo Strongheart and an equally bandaged Chief Thunderhooves beaming at her. “Is the town okay?”

“The town is just fine, cuz.” Braeburn said calmly. “We fought them off easy an' sent a message to Canterlot warning them about Stable an' his team.”

“Glad to see you're up.” came another voice. Turning, Applejack saw a rather worn looking Flash Sentry hobble toward her. “How'd you do all that?” he asked, Applejack giving him a bewildered look.

“Strongheart said you torn Stable a new one and even bucked away a whole rock slide.” Braeburn said excitedly. “How'd you pull that off?” Applejack wasn't sure she could answer.

“Well, the princess said the Elements of Harmony could be used as really strong weapons.” Rainbow Dash said, remembering her trip with Twilight to Manehatten and her fight with Tirek. “That's probably how you were able to do all that.” Applejack smiled, twitching as she achingly lay back down in her bed. Still, something tugged at her mind as she lounged in the feathery bed.

"Hey Strongheart," she began, turning back to the young buffalo, noticing she was now wearing a small but noticable headdress. "What's up with you? Why did you turn white all of a sudden?"

Stringheart blushed at this inquiry.

"She has been revealed as the sacred white buffalo." Thunderhooves said, stepping forward slowly. "One day, she will lead our proud tribe as our cheiftess. Long live cheiftess Strongheart!" he called, bowing to his daughter as her face flushed red. Applejack couldn't help but blush, too. The both of them had really saved Appleoosa.

=====

It was the last night of their stay at Appleoosa. Flash had left a few days earlier, as soon as his wounds healed (against everypony's wishes), but he was at least a little wiser for the ware, Applejack hoped.

Soldiers from Canterlot had finally been dispatched to the dusty town and they decided to have a great celebration. A large feast was prepared for both the newly arrived soldiers and the brave ponies who defended the town. They even cracked open their finest casks of the strongest cider, drinking, singing, dancing and feasting into the night.

“We head out tomor- HIC- tomorrow mornin', Braeburn.” Applejack said, helping herself to yet another mug of cider. After her last fiasco, she really felt the need to let her hair down (both literally and figuratively).

“Get yourself a new hat, while you're at it, cuz.” he smirked, eating more piping hot food. “You jus' don't look the same without it.”

“Don' worry, Braeburn.” she waved off, draining her mug. “I awready got one back home ready awready.” she sighed, laying down on the table. Rainbow Dash couldn't help but chortle at her friend. "Lucky by the time the train arrives in Canterlot... it'll be jus' in time for Twilight's birthday." Rainbow Dash nodded at this, a smile spreading across her face.

“Y'know, this was kinda nice.” the blue unicorn said, watching the celebrating town, taking a drink from her mug of fermented cider. “Just spending time away from everything with my best friend... it sure was nice.”

“Yeah... I feel something similar.” Applejack said, giving her head a shake as she smiled at Rainbow Dash. They really did have the time of their lives out here in Appleoosa.

Crepuscularity

It had been just a few days since Rainbow Dash and Applejack had left for Appleoosa. Celestia was still feeling fatigued from her scorpion sting but was keeping close watch over Canterlot. There had been no word of Tirek save for an incident near Ponyville. She knew she had to send troops out that way as soon as possible.

Twilight watched the setting sun from the castle wall with Starlight as an airship approached Canterlot. Scratching a slight itch behind her ear, she wondered who could be coming to Canterlot without announcement. Hurrying down the stone steps, Starlight hurrying after her and calling her name, Twilight made her way for the grand gate of the castle. No doubt, Celestia and Luna would already be making their way to meet with these strangers.

“Listen to me, Twilight Sparkle.”

Twilight shrieked and froze as she heard the same voice from several nights before whisper in her ear again, Starlight stopping behind the purple alicorn.

“What's wrong, Twilight?” Starlight called, hurrying up beside her. “What's the matter?”

“Wh-wh-whispering...” Twilight stammered, shaking. Starlight looked perplexed.

“What whispering?” she asked. Twilight knew immediately Starlight couldn't hear what she heard, and the fact that she heard whispering once more meant she didn't imagine it the first time. Shaking her head, Twilight ran off from her friend, Starlight calling for her once more. Racing through the castle, trying in vain to chase her pondering of the whispers she heard, she came to the gate of the castle, Celestia and Luna nowhere to be seen. Not wasting anytime, Starlight coming back up to her, Twilight heaved the gates open to find the two alicorn princesses standing wait as the airship slowly drifted through the city, the propellers slowing down as it came to a land not at the docks, but right in the square before the castle. Starlight hurried through the gates and watched as the airship touched down, it's blue flags drifting in the wind current from the propellers.

“That's... that's Stable's crew.” Starlight said as they spotted the hatch on the side opening. As several pegasi disembarked, some wearing cloaks and some wearing uniforms, they made their way for the castle, each of them bowing as they came to meet with the princesses.

“Greetings, your highness.” one pegasus said, bowing directly in front of Celestia. He had a slightly gray coat and a short blue mane, was dresses in a blue uniform with small golden bars on the shoulders, clearly denoting him as the team's officer. “We of the Stable team wish to offer our services.” Starlight watched them suspiciously. She knew they weren't the most savory of soldiers.

“Why do you come with no prior comment?” Celestia asked in a dignified tone. “And why does your leader not meet with me?”

“Master Stable received word that there was an assassination attempt in Canterlot, your highness.” he explained, still bowing deeply. “He has humbly offered his services to fortify our capital city and protect your highness. He regrets to inform he has already taken to searching the stretches of Equestria for suspicious activity and cannot be hear in person.”

“Searching Equestria?” Luna asked, raising an eyebrow.

“It is our duty to our homeland, Princess Luna.” he said, turning to bow to the blue alicorn. “As I understand, Tirek has made several advances on Equestria as of late.” None of them could argue with this, especially considering Starlight elected to become Twilight's bodyguard for the same reason.

“Very well, sir.” Celestia said, nodding to the pegasus officer. “We will accept your services and thank you for your devotion to Equestria.” The other princesses gave a bow to the pegasi. Even Starlight had to admit she was grateful for this new security for Canterlot. “Will you require quarter, sir...”

“Officer Current.” the stallion said with one final bow. “And that will not be necessary, your highness. We will keep to the airship.” he said, motioning his company to take to the castle. “Squadron 2, begin patrol of the castle at once. Obey the castle guard.” he said sharply, his squadron saluting with their wings as they bowed to the princesses and started past them into the castle grounds, Luna and Twilight turning to watch them.

“Squadron 4, patrol the town for suspicious activity. Do not harass civilians.” he called, a squad behind him saluting as well as they bowed to the princesses and made haste for the Canterlot streets. “Squadrons 1, 3 and 5, at ease.” he said, each of the pegasi starting off to the airship. “I am at your disposal, your highness. We will do our best not to intrude-”

“I trust you will be courteous without my input, officer.” she said, turning back to the castle. “Should you require anything, we will be hospitable to our best.” With that, Celestia left her audience, Current saluting as the four mares were unsure about all of this.

=====

Three days had passed since Stable's mercenaries arrived in Canterlot of their own accord, and despite several suspicious glances and murmurs at first, it seemed their presence had improved the atmosphere of the grand city. They were courteous to the townsfolk and did not impose on the royal guard. Celestia was slowly getting better from her scorpion sting and she was keeping Philomena's egg well incubated, Fluttershy helping in any way she could.

Meanwhile, Twilight had asked Luna to help train her in swordplay. After her encounter with Tirek at the ruins of Starswirl's observatory, she felt the need to better herself. Down in Luna's study, the loud clacking of wooden swords filled the air as she tirelessly hounded Twilight with her skilled prowess. Turning quickly, Twilight narrowly blocked a powerful strike from Luna, buckling slightly as the blue alicorn looked right into her eyes as they both pressed on. Feeling her face grow hot, Twilight hopped back and shot forward with a lunge, Luna easily sidestepping her pupil and smacking her hard in the back with her weapon. Wincing, Twilight dropped to her knees, her sword dropping from her mouth. That last blow really hurt.

“Pick up your weapon.” Luna said darkly. “Stand at ready, Zerus.”

“What?” Twilight asked, turning to Luna.

“I said stand at ready, princess!” she snapped. “We continue.” Twilight shook her head and seized her weapon once more in her teeth, tuning back to Luna. Despite appearances, they both knew she was making progress. Lunging for another attack, Luna sidestepped once more, striking Twilight again, a large welt left on her back. Twilight buckled to her knees, giving a small shriek of pain.

“Are you done, Twilight Sparkle?” Luna asked, narrowing her eyes. Twilight immediately rounded back for Luna and lunged just as before, Luna performing the same evasive maneuver. When she swung for Twilight, however, the young alicorn kicked back quickly, turning back for Luna and deflecting her blow, taking this opportunity to parry her teacher, Luna stumbling as Twilight's weapon finally made contact. The two turned to the other, still gripping their weapons.

“That's enough for today, Twilight.” Luna said, dropping her training sword. Twilight eyed her. “You managed to finally land a blow on me... good work considering so few have been able to match me over the millennia.” Twilight blinked at this as Luna started off for the spiraling steps. “Are you coming, Twilight Sparkle?” she asked, Twilight nodding and tossing her training sword over beside Luna's, following the elder princess. Reaching the heavy wooden door to the main corridor, Luna opened it and led Twilight into the hall, a golden sunset filling the corridor. Looking around, she spotted Pinkie and Rarity chatting at the foot of a stairwell and hurried down to meet with them.

“Oh, hello Twilight.” Rarity greeted politely. “We were just talking about your birthday coming up next week.” Twilight smiled at this as a few guards patrolled by. A little celebration was just the fix they could use.

“Princess Celestia thinks we should make it into a big festival.” Pinkie said, Twilight certainly having a mixed feeling at this announcement. “She thinks it would raise up the spirits of everypony in Canterlot. Don't you think so?” Twilight didn't speak. True, she was more content with being a princess now, but was she ready to be at the center of a big celebration? For Canterlot, no less?

“I... I guess so.” Twilight said nervously. Rarity and Pinkie could both see their friend was unsure.

“Are you certain, Twilight?” the white pegasus asked, concern in her voice.

“If you don't wanna, we can still have a party with just us.” Pinkie added, giving a small smile. “Everypony will be able to make it, I'm sure. Even Rainbow Dash and Applejack in Appleoosa and even Shining Armor and Princess Cadence and Spike.” Twilight only shook her head.

“No,” she said firmly “if Princess Celestia thinks it will be for the good of Canterlot that we hold a festival for my birthday, then I will agree with her.” Twilight faked a smile that fooled her friends. “Everypony could use a celebration, so let's get to planning, girls.” she said proudly. Rarity and Pinkie both nodded and trotted off (Pinkie singing “This is your singing telegram, I hope it finds you well, you're invited to a party 'cause we think you're really swell. Twilight's turning nineteen so help us celebrate, the cake will be delicious, the festivities first-rate”). Twilight's smile faded just a bit. She did like seeing her friends look so happy.

“If you don't feel this would be for the best, Twilight, you can tell me.”

Twilight turned quickly to see Celestia smiling down at her, several mercenaries patrolling behind her. Was she listening in on them?

“If you think we should hold a celebration for Canterlot, I see no reason to decline, your highness.” Twilight said in a proper tone. “The townsfolk need this after everything that's been happening.”

“Very well, Twilight.” Celestia said, turning. “If that's what you feel is right... you've grown up so much.” Smiling, Twilight hurried to catch up with Celestia.

“I guess it has been a long time since I was just a student.” Twilight said. “I'm still just learning everything, though.” Celestia nodded at this.

“It's not uncommon for somepony to learn all throughout their life.” she said as the left the castle for the courtyard, giving a small chuckle, Twilight turning to her.

“What's funny, Princess Celestia?” Twilight asked.

“I just thought of what you said to me the night you first read the Mare in the Moon.” she said. Twilight's face flushed red. “You rushed in and said 'Help me, princess, I've never been so afraid in my life.' You were so cute.” Twilight turned away, smiling nervously. Still, she did find herself suddenly reminiscing on life growing up at the castle. It was such a wonderful experience, she wished she could do it all over again. Nevertheless, she thought as she and Celestia can to a stop near a garden with plump vegetables and fragrant herbs, watching the sunset, she wouldn't trade anything for the life she had now with her Ponyville friends.

=====

Twilight surveyed the beautiful dress Rarity made for her birthday. It was fairly similar to the dress she made for the Grand Galloping Gala over a year ago, puffy, lacy and blue with bright stars around the hem.

“This is a new style I heard about.” Rarity explained, peering over it with her thick-rimmed glasses she only wore for dress making. “It's called 'Lolita' and it's reminiscent to old-fashion clothes from around one hundred years ago. That beastly Marco says it's popular in his homeland.” Twilight chortled as she thought of the kappa. She had met with him a few times since he came to Canterlot a few years before she left for Ponyville. He was usually polite toward her.

“It looks really pretty, Rarity.” she said smiling. Maybe this birthday wouldn't be so bad as she thought it would be. “I'll leave you to your work, okay?”

“But wait!” Rarity called, shooting to Twilight. “Is there anything it could use? Anything it's missing or has too much of?” Twilight gave a sigh at this. She knew Rarity was trying to make sure it was perfect after the mishap with her friends' dresses for the Grand Galloping Gala last year. Shaking her head, Twilight assuaged her friend.

“Rarity, it's perfect.” she said, Rarity looking Twilight over. “I trust your judgement and I know you'll make me a beautiful dress for my birthday.” At this, Rarity smiled and returned to her seamstress work. Everything was going well. Stepping out from Rarity's suite, Twilight walked to one of the gigantic windows at the edge of the hallway of the castle and watched the setting sun over the town. Canterlot always looked so beautiful in the sunset. It was her favorite time in the town. She really felt like she was a little pony again.

“Hi, Twilight.”

The purple alicorn turned to see Starlight strolling up toward her, smiling as she walked.

“I just checked in with Current.” she said, coming up beside her friend. “There's no suspicious activity going on. Good thing we have Stable's team here.” she said, both of them looking out the window as Current commanded troops in the distance. “I wasn't exactly sure we could trust them since Stable has a tendency to be too mercenary and such.” she went on, Twilight smiling as a troop of royal guards saluted to the mercenaries down below. “But I'm glad they're taking to defend Canterlot.” she finished as a troop of both royal guards and Stable mercenaries patrolled by. Twilight nodded in agreement. The ponies of Canterlot did seem so much more secure now that Stable's team was keeping watch of the city. In fact, it seemed the tension of Tirek's attacks had faded completely. It was almost as if the entire town had returned to the state it was in before Celestia had commissioned Twilight to Ponyville.

“So, feel like hitting the bar?” Twilight asked mischievously, Starlight staring at her. Even Twilight had to admit, this didn't seem quite like herself.

“But... but you're a princess-”

“You think a princess doesn't know how to drink?” Twilight asked mischievously. “C'mon, it'll be fun.” she said, starting off.

“But... but...” Starlight stammered, trying to find a reason to say no. In truth, they could both use a night to blow off steam. There had been no new word from Appleoosa or even Ponyville. Shaking her head, Starlight hurried alongside Twilight, her face turning a slight tinge of red. “I don't usually drink-”

“Then I'll get drunk for the both of us.” Twilight said proudly, Starlight turning quickly for the princess as she laughed loudly as they descended the steps to the castle courtyard. “I'm just joking.” Twilight sneered, Starlight chuckling. “Don't worry, I'm not the kind of pony that just gets drunk. You worry too much.” she said, chuckling as well as they pressed through the castle gates, two mercenaries lowering the drawbridge for them to cross the moat.

“You had me going there for a minute.” Starlight said as the walked through the streets of Canterlot. “Current surprisingly hasn't been drinking at all since he came here, so that means the bar will have a wealth of excess whiskey.” she taunted, Twilight giggling as they walked through the streets. These really were the best of times.

=====

Twilight walked through the halls of the castle, ready to continue her swordplay training today with Luna. As she knocked on the door, there came no answer. Was Luna away today? Giving another knock, there came no answer still. Shrugging, Twilight strolled off. Maybe she'd see how Pinkie or Fluttershy were handling the festivities. Now that she thought about it, she hadn't seen much of Fluttershy or Discord. She wondered where they could be right now. Last she heard, Fluttershy was still helping to reform Discord after how long he spent away from everypony. Stepping out the main doors to the courtyard, a few mercenaries bowing to her as she walked by, Twilight saw Luna tending to the small garden she saw the day before.

“Oh, hello, sister.” Luna said turning to see Twilight instead. “Oh, it's just you, Princess Twilight.” Twilight walked up beside Luna and looked over the garden.

“You're the one tending to this garden, Princess Luna?” she asked, stepping up beside the blue alicorn as she poured a watering can over the rows, the sun hanging high in the sky.

“I always enjoyed gardening.” she explained smiling. “Zerus and I planted several gardens when he studied under me.” Twilight watched as Luna poured different amounts of water over the growing plants. She really knew a lot about her crops.

“Would you be interested in learning gardening, Princess Twilight?” she asked politely, setting the watering can down. Twilight looked the plants over once more.

“Growing things isn't really my strong suit.” she said nervously. “Anytime I tried to plant or grow something when I was studying under Princess Celestia, it all just ended up dying in a few days.” she said with a laugh. “It was always 'water this' or 'dilute that' or 'rotate those'. It made my head spin.” Luna chuckled at this. It would seem even a studious pony like Twilight couldn't pick up on everything.

“I'm guessing you want to continue your swordplay, Princess Twilight?” Luna asked as she strolled past her fellow princess and started up the steps to the castle. Nodding, Twilight hurried up beside her.

“I want to make sure I can learn it all fast-”

“Take the day off.” Luna said as they walked through the doors. Twilight blinked as they stepped inside the halls. Take the day off?

“But... but we've been training so hard.” she said. “You're so... adamant about me learning and-” “And I say you need time to rest.” Luna interjected. Twilight opened her mouth to protest, but she reconsidered it. Celestia said the same thing to her several times when she was growing up. Maybe she could use a break from all the sword fighting, she thought as they passed the tall windows of the corridor. They had been at it for a while.

“Okay, princess.” Twilight said with a nod. “I'll just relax today.” she said walking off, Luna smiling. It seemed the princesses all had more in common with each other than they originally believed.

=====

Celestia looked through her spyglass from her spire as a few soldiers and mercenaries patrolled the Canterlot train station, smiling as more of the Stable team arrived on a steam engine, the sun drifting toward the west. She was glad so many ponies were devoted to Equestria. Just then, there came a knock down below. Stepping down the steps into her observatory, Celestia walked over to the heavy wooden door as there came another knock.

“Coming, coming.” she said pleasantly. She had finally fully recovered from her scorpion sting and felt quite relieved for the first time in days. Answering the door, she saw some few guards saluting as she answered. “May I help you, sirs?” she asked with a nod.

“Your highness,” one started “the phoenix egg is hatching.” Celestia smiled and hurried from the room. It was important she be there for Philomena to hatch. Phoenixes, like many creatures, bond with the first thing they see when they hatch, after all. As she hurried down the spiral steps, she entered a metal door at the edge of the corridor to the room of relics. Sure enough, Luna stood there as the orange and yellow egg shook on a mount in the center of the room. As she came up to it, Luna stepped away, waiting for it to hatch. As soon as she walked up to the egg, however, the metal door slammed open, Celestia and Luna both turning to see a number of armed mercenaries rush in, their saddle-fitted crossbows primed.

“What's going on here?” Luna demanded, glaring at the pegasi. Celestia covered the clicking egg with her wing.

“Give us the phoenix egg and we'll leave.” one mercenary said. “Tirek's orders.” The two narrowed their eyes. They had been employed by Tirek this whole time? These mercenaries were a savvy bunch.

“Get out of our home.” Luna said sharply, narrowing her eyes and her horn began to pulsate. “We will make you regret it if you don't.” Immediately, they fired on the two, Luna placing a barrier around them as the bolts snapped and deflected on contact. Glaring, stepping forward, Luna lowered her horn, blasting them all and sending them through the wall of the castle. “Stay here, sister.” Luna said, spreading her wings. “It's time to cleanse some rats.” she scowled, shooting through the hole she torn in the castle wall. Sure enough, she saw mercenaries flying this way and that, firing bolts on guards and townsfolk who had taken up arms. This was not good. At the dock, she could see the airship rising. She had to disable it. There was no telling what was going to happen if it got up and moving. Shooting through the sky, she weaved to and fro between attacking mercenaries, some with their wings armored and some with crossbows. Coming to the airship, she fired at a pair of small propellers, the ship tilting somewhat. Instantly, a barrage of bolts shot up for her as she narrowly shielded herself from harm. As she held her barrier in place, however, more and more bolts shooting up at her, there was no way she could attack the rest of the propellers. Glaring, still generating her barrier, Luna shot down at the ship and into the crowd of attacking pegasi, sending them flying this way and that, a number of them sailing over the edges of the ship. Dropping her barrier, she dove for the dazed attackers and smacked them hard with her wings, knocking them senseless. In a flash, she dove out of the way of more crossbow fire, narrowly avoiding the skewering shots. The mercenaries she walloped weren't so lucky.

“Leave Canterlot!” Luna roared, running at blinding speed, keeping just one step ahead of the hail of crossbow bolts. Lowering her horn, she sent a whip of energy for the attacking ponies, knocking them away. As several reloaded their crossbows, Luna made a dive for them, tackling the pegasi and kicking them all about. Just then, the airship began to tilt more toward the side. Looking up, the propellers were beginning to spin faster. It would be long until they steadied the flying ship. She had to be fast. Shooting up, she fired another shot at one of the giant propellers, the ship tilting forward to the ground as it stopped spinning. The mercenaries all stumbled and slid on the deck of the ship, save one. Current, Stable's trusted friend and second-in-command, stood at the bridge, watching the blue pegasus fly about and cripple the ship, his face wearing no expression. As the ship began to sink downward to the ground, the uniformed pegasus spread his glinting, armored wings to balance himself. Looking at the streets of Canterlot, he could see the mercenaries heavily entrenched with Canterlot's royal guard. They had spent the last week casing the city and its military, fending them off and stealing the phoenix fledgling was thought not to be a trick, yet it seemed both sides were fairly even matched... save for the princess.

Shooting into the pink sky, his face still emotionless, Current shot behind Luna and sliced into her side, sending her spiraling down to the deck of the ship. Flapping her wings, she came to a rocky landing and glared up at her attacker.

“Come down here and face me, coward!” she called for him. Rather than comply, Current shot for a disabled propeller and cut a large, sharp blade down with his armored wing and threw it down at the princess, Luna blasting it away with her horn. He did the same maneuver once more, sending several blades down for her as she jumped out of the way, each of them jamming through the wooden floor of the deck. Having had enough, Luna shot up for him, firing at him as he dodged her horn's torrent. Shooting for her, the gray stallion swung his wings down for her neck, but she was quick and she countered with her horn. The two looked into the others eyes, not blinking once. He was strong, but she wasn't about to give up. Shoving him away, Luna shot for him once more as he quickly swung once again, the two locking once more. Just then, there came the sound of roaring propellers. Was the airship lifting back up? As Luna was distracted by this, Current shot around and kicked her hard in the face, knocking her through the air as she saw another airship on the rise. Reinforcements! Just as Current smiled, the airship coming from the setting sun fired two rounds at the dropping airship, both Current and Luna staring in disbelief as it quickly crashed to the ground. As it came closer, they saw why. It was the Entourage. Starlight's team had arrived to help.

“Took you long enough!” Starlight called up from the ground, both her wings armored and her mane disheveled. She had clearly been in the thick of fighting. Just then, Current shot down and tackled the orange pegasus. Climbing to her feet, she narrowly blocked the slice of Current's wing.

“Stable said he wanted you dead if nothing else.” Current said, looking more annoyed than angry, his team flying off as the Entourage fired on the attackers. “It doesn't make much a difference to me, but he is my leader.” he went on, swinging for her with his wings as she swung back. As they looked each other over, Current swung his wings once more for her but they stopped just a foot away from his opponent. Turning, he could see Twilight holding a katana in her mouth, smirking at him, her Element on her head.

“Sorry, Current.” she said, shoving him back. As he got his footing back, he swung for her with his wings.

“So the new princess wants to play?” Current taunted as they matched blades. Swinging lazily for her, she pressed on, catching him off guard. Her sword training had really paid off, it seemed. How was she able to keep up with him after just a week or so of training? Swinging this way and that, Twilight quickly turned the tides and forced Current back. He had really underestimated her. Just then, she rushed him, knocking him over into a fountain with a loud splash. Starlight cheered at her friend's accomplishment.

“You're really handy with that blade, Twilight.” she said proudly, Luna landing beside them a moment later.

“I dunno, this sword feels awkward.” she said, looking the katana clasped in her mouth over. “I just grabbed the first sword I saw to fight with. This isn't even the kind of sword I trained with-”

“Training with me will make any versatile in no time.” Luna said proudly. Were they really making light of this attack? What was going on, he wondered. Standing up in the fountain, he looked them over, his wings still spread. At this, all three of them smirked and stood at ready. There was no way he could handle three of them at once.

“Just wait until next time. I won't go easy on you, new princess.” he spat, flying off. Just as the three spread their wings in perfect synchronization, several bolts fired at them, , Luna powering a barrier between them as the pegasi covered their leader's escape. Just as Current disappeared into the sunset, the last remaining mercenaries flew off, the trio ready to give chase, but they were all quickly smacked out of the sky like flies by a gigantic golden mallet. Discord had just stopped the last of them.

“Like I'd weasel my way into the last part?” he said mischievously, the trio staring at him. What was he doing this whole time, just waiting for that... probably, now that they thought about it.

=====

Canterlot castle was in fairly decent shape despite the chaos earlier. Order was quickly restored to Canterlot and the guards quickly doubled their patrols. It seemed most everypony had managed to survive the attack with no real damage, and those who were injured were being tended to promptly.

Twilight, Luna and Starlight had gathered with Celestia in the room of relics and looked over the adorable little phoenix chick as she happily chirped at them, the moon glowing through the castle windows.

“How long until Philomena's big enough for her tears to heal again?” Twilight asked as she watched some unicorn guards tend to the hole Luna blew in the wall earlier.

“Just a few months.” Celestia explained. “It's a good thing everypony is safe.” she said, watching the townsfolk tidy up the town.

“Those slimy traitors really had us fooled.” Starlight said her smile fading. “Things could have really gotten a lot worse if we weren't as ready as we were.”

“Those of Canterlot never let their guard down.” Luna said proudly, Twilight nodding. Just then, a guard hurried to them, Celestia stepping toward him.

“Your highness!” he said sharply. “Urgent news from Appleoosa.” he said, giving a letter with a priority stamp on the edge. Narrowing her eyes, tearing it open quickly, Celestia looked it over, but her look of concern was quickly replaced with a look of amusement. The other three mares were confused to say the least.

“Princess?” Twilight asked, Celestia stifling a small laugh and read aloud;

“'Dear Princess Celestia. We have urgent news. The Stable pegasus mercenary team has been employed by Tirek. Do not trust them if they come to Canterlot. Your loyal subject, Applejack.'”

The three others stared for just a moment before they laughed as well. Why couldn't that letter have arrived just one day earlier?

The Cutiemark Conclusion

Apple Bloom, Sweetie Belle, Scootaloo, Babs Seed and a regressed Trixie (hiding away for protection) strolled down the bustling afternoon streets of Manehatten. After Tirek's attack on Trixie and Zecora, several ponies had left Ponyville. Big Macintosh and Granny Smith wasted no time in sending Apple Bloom away to keep out of harm's way, Scootaloo and Sweetie Belle coming along with her (they of course had gotten permission from their parents to leave for Manehatten).

It was a real switch for them here in the big city, but something much more heavy weighed on their minds. Sweetie Belle had gotten her cutiemark on the way to Manehatten. It happened when they were riding the train. While the four of them were playing (Trixie enjoying her little shrink), Sweetie Belle took a moment to marvel at some of the hanging pictures in the train car. She thought they were quite pretty. Then, before her friends eyes, it appeared on her flank. A portrait with a song note in it.

“I must be an artist! Or maybe an art critic!” Sweetie Belle called as her friends just stared. She hopped up and down on the train as the moment of realization dawned on them all. They were growing up. Now that they thought about it, what did it mean for them? What was going to happen to the Cutiemark Crusaders?

Babs lead them through the streets, excitedly showing them everything Manehatten had to offer. It made the small town ponies dizzy just looking at all the bustling crowds and towering buildings.

“My favorite ice cream place is just up here.” Babs smiled, stopping to allow a patrol of guards to pass by. “C'mon, I'll treat you.” she said as they hurried up to a busy ice cream parlor. As the four Ponyville ponies hurried up behind her, they saw her stop at the doors. What was going on?

“Actually, let's so see the sunset from the bridge.” Babs blurted, hurrying off. Confused, but not wanting to get lost, they hurried behind her as a pair of colts exited the ice cream parlor.

“What about the ice cream?” Trixie called, hurrying up behind Babs.

“Eh, it was busy.” she said as they raced up the street. “We'll go back another time.” The others just shrugged this off as they followed up behind her. They had never seen the sunset from the bridge. As they came to the pathway on the bridge, they raced up the incline, several wagons and carts racing up and down the road. Streets in Ponyville were never this busy!

“Just up this way.” Babs called as she lead them to the middle of the large bridge. Smiling, they turned to the bay... and all they saw was a purple sky.

“That's the east.” Babs said, her friends turning back to her. “The sun sets that way.” she said, motioning them toward the town. As they watched, their eyes grew wide as the black, shadowy buildings were dotted with lights up and down the windows, the orange and red sky behind the skyline shining vibrantly. It was nothing like what they were used to at Ponyville.

“Pretty cool, huh?” she asked as they watched on. “Stick with me an' you'll love it here.” she smiled, turning back to watch the setting sun.

=====

It had been a few days since the Crusaders first came to Manehatten. Babs had shown them around the town more and more every day, more and more things to be seen everywhere.

“So, what d'you wanna see next?” Babs asked, leading them up a familiar street.

“Maybe the Central Park zoo?” Sweetie Belle cheered, hopping up and down, the other Ponyville ponies nodding and grinning in agreement.

“Okie dokie lokie!” Babs cheered, leading her friends off. Come to think of it, she hadn't been to the zoo in quite some time (not that it really bothered her).

“Alrighty, then!” she called, leading her friends down the road. “To the zoo!” she exclaimed, everypony cheering behind her, the wind giving a whip to their manes. Apple bloom mused to herself as to what kind of exotic animals could be there for them to see at the zoo. Just as they came up to a pass, however, Babs stopped suddenly, turning quickly back to her friends.

“Wait a minute!” she said suddenly. “I forgot to take you to my favorite ice cream place a few days back.” the four looked at each other. This was true. Trixie smiled at this.

“Well, the great and powerful-” “And tiny.” Scootaloo interjected, cutting the regressed blue unicorn off, everypony chortling as Trixie scowled, her face growing red.

“Never mind!” Trixie huffed, turning. “I feel like ice cream!” The others cheered, Babs' heart giving a leap.

“I want ice cream!” “Me too!” “Yeah, me three!”

“Alright, follow me!” she called, racing off at full speed, the little fillies hurrying up behind her as she lead them quickly up the street. It was a hot, humid summer day, and they all could really go some cool ice cream. Passing a few crosswalks, Babs looking back at them a few times, they finally came up to the ice cream parlor they saw a few days prior just up the street.

“There it is!” Scootaloo called as they came to a stop outside the double doors. “It's ice cream time!” she called, Babs shooting inside, Apple Bloom holding the door for her fellow Crusaders and Trixie as they hurried in. Shooting inside, Apple bloom hurried up behind her friends as everypony stood in line.

“It's a little busy in here.” Scootaloo said, looking at several ponies ahead of them. Babs just waved her off.

“This is nothing.” she sighed. “Lines in Manehatten are never this short.” she added, the four other fillies nodding at this. They weren't used to big city life after all. After a lengthy bit of time, they finally made their way to the counter and placed their orders, paying a handful of bits for their icy treats.

“Let's get a seat by the window!” Trixie cheered, everypony hurrying over an open table at the window, giggling and watching the passing ponies and carts. Watching everypony and everything passing by was a big switch for them as they watched out the big window.

“Thanks for the ice cream, Babs.” Apple Bloom called, turning to see her cousin was sitting far off at another table. Why wasn't she sitting with them, she wondered, the others chatting cheerfully as they dug into their ice cream. Getting up and walking over to her cousin, Apple Bloom saw her watching out the window at the passing crowds.

“You okay, Babs?” Apple Bloom asked solemnly. Her cousin immediately smiled and nodded.

“No prob.” she said, taking a bite from her ice cream. “I'm just so used to the busy city. I like some peace an' quiet when I get some ice cream.” she said. “This is the same table I always sit at.” Apple Bloom shrugged at this and walked back to her table, leaving Babs behind as she looked down at her ice cream. As she looked out the front window once more, Apple Bloom sat at her table with her ice cream.

“Figured you could use some company, cousin.” she smiled, Babs looking at her cousin. After a bit of staring, she smiled as well, the two fillies chuckling and chatting as they ate their ice cream.

Stepping outside after finishing their ice cream (Scootaloo and Trixie's ice cream had melted from them chatting so much more than eating). The sun was beginni9ng to set and another squad of guards strolled by.

“Guess we should get on home, huh?” Babs said. The others nodded. “Y'know.” she said as they walked off down the street, the highrises starting to become peppered with glowing lights “it's nice for you all to be visiting. Every since my two friends got their cutiemarks it's been a little lonely.” she explained, the streetlamps beginning to flicker. “They got their cutiemarks an' their folks sent them off to fancy schools... it's been just like old times.” she sighed.

“You mean like when you were being bullied?” Sweetie Belle asked, a look of concern on her face. At this Babs gave a quick shudder.

“N-no, I didn't mean it like that.” she said defensively. “Just kinda lonely, is all.” she added, walking faster up the street. The others really didn't feel like pressing the issue. It really wouldn't help.

=====

The five little fillies chatted amongst themselves as they walked up the street of Manehatten. It wasn't nearly as muggy as it had been outside and they were back to exploring. It was a new adventure every day, Babs showing them the way, the perfect guide. She knew just the right streets to take and all the perfect shops and attractions to show them. Manehatten hadn't grown bored for any of them. Not even Babs.

“So, where d'you wanna-” Babs started before walking straight into somepony, stumbling back onto her bottom.

“Watch where ya goin', blank-flank!” came a boy's voice, the others looking to see two gruff looking colts smirking up ahead. “You've been really hidin' away lately, huh, blank-flank?” an orange one sneered, Babs blushing as she saw who was talking to them.

“We thought you skipped town, lil' Babs.” a blue one taunted as she looked on completely embarrassed. “So, you got more blank-flank friends?” he asked, looking at the Ponyville fillies, each of them scowling. “We're not gonna bother with you baby fillies.” he sneered as they turned to walk away, chuckling to themselves. Babs got up slowly, her eyes filled with tears.

“Who the heck was that?” Scootaloo demanded, glaring at them as they disappeared. Babs only shook her head.

“They're a couple bullies who've always been messin' with me... 'cause I got no cutiemark.” she sighed. “They always follow me everywhere an' never leave me alone 'cause I'm a blank-flank.” she sighed. Just then, Scootaloo stepped up, glaring.

“Well, that's just dumb!” she called. “I mean, you stood up to Diamond Tiara an' Silver Spoon, right?” she called. “You're one of us. You're a Cutiemark Crusader.” Babs smiled and wiped her tears away at this.

“Yeah, you're right.” she said, turning to see they had completely disappeared in the bustling crowds. “I'll... I'll try to remember that next time they show up.” she said, everypony nodding at this.

“Well, let's get back to Manehatten!” Trixie cheered, everypony nodding. “Where to next, Babs?” she asked, Babs hurrying off down the street.

“To my old club house.” she called back to them as they shot down the street. “I'll teach you the games me an' my old friends used to play.” The five hurried down the street and rounding a bend here and there until they came to a stop at an alleyway. Stepping down the small street, they saw it led to the underside of an elevated train track, stacked creates and hanging tarps here and there.

“This is cool.” Scootaloo said, looking around the setting. It was much more unconventional than their clubhouse back in Ponyville.

“Yeah, this is pretty nice.” Sweetie Belle said, sitting on a small, worn create. Babs, however, looked around her clubhouse.

“What's wrong, Babs?” Trixie asked as she looked up at the train tracks above for a minute.

“All my stuff is missing.” she breathed. “My cart, my dartboard, my playing cards.” she looked everywhere feverishly. “What happened to everything? I can't find-”

“Hey, look!” Trixie called, motioning up to the train tracks. Everypony looked up to see a shape moving down the tracks slowly. They all thought the same thing immediately.

“How do we get up-” Apple Bloom stammered as Babs shot out the front of her club, leaping up a stack of creates and climbing up onto the tracks. She saw exactly what she was both dreading and knew she was going to find. The two colts from before had stolen her cart and had it stuffed with her things, both of them hauling it off slowly.

“Hey, you!” called Scootaloo, Babs and the colts turning to see she had managed to shoot up to the train tracks as well. “What d'you think you're doing?”

“We're just taking some of that stuff off lil' blank-flank Babs' hooves.” one of them taunted, Scootaloo glaring. “What are you two gonna do about it?” the other asked, Babs shaking and gulping.

“We're not scared of you!” Scootaloo called. “C'mon back here, why don't ya?” she snapped. The two colts looked at each other and laughed.

“You come up here, why don't you?” they called. Babs scuffed her hoof nervously at this, the two of them laughing as Scootaloo glared up ahead. Babs was tired of them taunting and laughing at her. It had gone on for as long as she could remember. This was it! No more, she thought. Glaring, blowing her mane out of her face, she stomped up the tracks to the two colts, both of them staring.

“Not so tough now, are ya?” she asked, smirking at them. They just stared at her.

“Well, what are you gonna do, huh?” one snapped, Babs turn and kicking her stolen cart hard, her dartboard flying out and through the tracks down into her hideaway.

“I'm takin' my stuff back.” she taunted. “What are YOU gonna do about it?” Neither of them made a move. “That's what I thought.” she said, coming up under the yolk of her cart and turning it around easily, both of them surprised at how strong she was. “Have fun, you two babies!” she laughed, hauling the cart down the track easily. Even Scootaloo was shocked at how she was able to pull a heavy cart all by herself.

“Care to help me get this down, Scootaloo?” Babs asked, not even having broken a sweat as she came to her friend. Scootaloo only stared at her. “What? What's up now?” she asked, turning not to see the two bullies but instead her brand new cutiemark. Babs gasped loudly as a red shield with an apple seed appeared on her flank. This just couldn't be, Babs thought, her eyes welling with tears.

“You two okay?” Sweetie Belle called up to them from under the tracks.

“I... I got my cutiemark.” Babs said quietly, her voice barely echoing down below.

“What was that, Babs?” Apple Bloom called up.

“I got my cutiemark!” Babs cheered, hopping up and down, everypony down below staring up at her. Babs was the second Crusader to get her cutiemark. This was just unreal how fast their cutiemarks were appearing.

=====

Everypony was so excited that Babs had gotten her cutiemark. Since it appeared, Babs had been going on about joining the royal guard or even the Manehatten police force. She was still going on about it as they stopped for snacks at a local store, Apple Bloom staying outside. Just as the others entered, however, Sweetie Belle turned to see Apple Bloom walk off, a disgruntled look on her face.

“Apple Bloom, what's wrong?” Sweetie Belle called, hurrying out for her friend. Apple Bloom just sighed.

“You an Babs just got your cutiemarks.” she said glumly. “We've been wanting to get them for two years now, but now that we're finally getting our cutiemarks... what happens next?” she asked, sparking the same questions they briefly pondered when they came to Manehatten. “Babs says her friends went away when they got their cutiemarks... but what about us?” she asked. Sweetie Belle couldn't find the words for this. Apple Bloom was right. What if they were going to go away to some fancy school or academy now that they had their cutiemarks? Just then, they saw something grand in front of them. It was a museum and it looked like it was full of fancy exhibits.

“I say we spend a lot of time together, Apple Bloom.” Sweetie Belle said as she raced to the museum, Apple Bloom hurrying up behind her friend, still thinking about all this. Coming up to the museum, however, they saw that it was closed. Hurrying up to it, they saw a security guard locking up for the afternoon, Sweetie Belle jumping in front of him.

“Please, mister, can we see the museum?” the tiny unicorn asked in a proper tone. The guard only shook his head.

“Sorry, kid.” he said, locking the door. “It's after hours-”

“Please, mister.” she said again, frowning. “I just got my cutiemark in art.” she said, turning to show him her cutiemark. “I really wanna show my friend everything I know about art. It's what my cutiemark is telling me.” she cooed, her eyes welling with tears. “I wanna know what it's really like to have a talent.” she said, looking straight into his eyes, another squad of guards passing by. After a moment, the guard sighed, unlocking the door.

“Only fifteen minute, kid.” he sighed. “Then you gotta leave.” With that, Sweetie Belle squealed and hopped up and down excited. As the guard opened the door, the two hurried inside, looking at all the many works of art throughout the museum.

“I learned that trick from Rarity.” Sweetie Belle smirked, wiping her eyes as Apple Bloom giggled. There really were some pretty pieces on display, some of them weird and some of them fancy looking. As they spotted a very old black and white portrait of a nurse and sailor pony kissing in the middle of Manehatten, there suddenly came the sound of an air raid siren wailing outside. Looking around nervously, ponies screams suddenly filling the city, they heard loud crashing before they managed to hear someone yell “DRAGON!” It came as a total shock to everypony. It had been months since report of a dragon attack. The two raced for the doors but screamed and jumped back as a taxi was smashed through the doors. They were trapped in the museum. As they heard the roar of the dragon, they covered their ears, Apple Bloom shooting for the stairs.

“Where are you going?” Sweetie Belle called, following her friend.

“To find a fire escape!” Apple Bloom called as the sirens, screaming and roars of the dragon filled the air, the temperature suddenly rising in the museum as they raced up the steps.

=====

Scootaloo, Babs and Trixie hurried through the street, searching for any sign of Apple Bloom or Sweetie Belle as the townsfolk ran everywhere to escape the attacking dragon, guards hurrying to fend off the dragon. Just then, as the rounded the corner, they dove out of the way as the rampaging dragon swept its tail for them, the trio gasping and screaming as they hurried off in the opposite direction, but then something else caught their eye as more and more guards hurried for the dragon. One of the buildings that was on fire had two young ponies at the top. Coming closer, Babs and Trixie shrieked, Scootaloo staring in awe, the whole world around her melting away. Up about, on an archway at the top of a burning museum, Apple Bloom and Sweetie Belle screamed and called for help. As more and more ponies shot this way and that, Scootaloo stepped slowly toward the burning building, Trixie calling up to her two friends. It was as if everything around Scootaloo had disappeared as she looked up to her friends. Just then, the archway gave way and crumbled, Sweetie Belle diving back for the rooftop as Apple Bloom squealed and fell with the stone arch. Immediately, Scootaloo spread her wings and shot up from the ground at high speed, her large, beautiful orange wings flapping harder and harder as she shot through the small, falling arch and threw her hooves around her friend, both of them shooting higher and higher into the sky. Sweetie Belle, while shocked by her friend's first flight, screamed and called for help. Just then, Babs shot through the doorway leading to the rooftop, covered in ash and breathing heavily. Did she really fend her way through the whole fire? Looking around for some way to help her friend, Babs spotted her answer. A large water tower sat just above the doorway. Hopping up to it with ease, Babs rammed into one of the wooden posts with all her might, hearing it creak. She had to do this quickly before the fire got too intense, Scootaloo spiraling slowly down to the ground as she held Apple Bloom. Just then, as Babs gave it another ram, Sweetie Belle focused her magic with all her might, her horn glowing vibrantly. Tugging at the breaking post, Sweetie Belle heard it snap as Babs crashed into it once more. This was it. Watching the tower lurch toward her, Sweetie Belle pulled and pulled, Babs giving the other splintering posts a kick as the tower toppled over, water pouring down onto the burning building, the loud hiss of extinguishing fire filling the air.

“We don't have much time!” Babs called, hoping down as Sweetie Belle was covered in splashing water, steam filling the air. “The fire's gonna catch back up!” she called, kicking the door open and Sweetie Belle hurried up beside her. Quickly but cautiously, they made their way down the burning steps, into the raging inferno. It seemed the water tower idea hadn't done much. Remembering the way she came, both the fillies coughing, Babs lead Sweetie Belle to the fire exit on the second floor, both of them leaping over a large hole in the floor. The sweltering heat was getting to both of them as they rounded a hallway, both gasping as they saw the fire exit completely engulfed in flames. It was the end of the line.

“Get back!” called little Trixie as a burst of magic blew open the fire exit, leaving a large hole big enough for Babs and Sweetie Belle to escape. Hurrying through a cloud of smoke, they could see Trixie at the top of the escape stairs materialize through the smog. “Hurry! Hurry!” she called as the two jumped through the collapsing wall, the three of them hurled onto the guardrail. Shooting down the metal steps, they saw Apple Bloom and Scootaloo hurrying up for them on a separate flight of stairs opposite them.

“Let's get outta here!” Babs called, the fillies vaulting over the stairs and tumbling onto the asphalt, turning to stare as the burning museum collapsed just moments later.

=====

https://www.youtube.com/watch?annotation_id=annotation_161807&feature=iv&src_vid=_TpHqacFvBk&v=BEa2E8Ub7MQ

After spending what seemed like hours in a hideaway shelter, the townsfolk finally walked the streets of Manehatten once again, the sun drifting to the west. In all the panic, Scootaloo had gotten her cutiemark as well (two pure white shooting stars). The whole ordeal was such a fright, none of them noticed until now.

“I wonder what I'm going to be when I grow up now.” Scootaloo said, smiling at her flank as they came back to the Manehatten bridge. “I mean, y'know...”

“Now that it's all over.” Sweetie Belle said, her voice quivering as she watched the harbor. “At this rate... it'll only be a matter of time before Apple Bloom gets her cutiemark.”

“Then... then no more Cutiemark Crusaders...” Babs said, her voice trembling as well as Trixie looked away. This was really it, then?

“No...” everypony turned to Apple Bloom. “We're... we're always gonna be the Cutiemark Crusaders.” she said, sniffling as her face grew wet with tears. “We're... we're still best friends... an' we'll still always be together, right?” she asked, her company nodding. “Jus'.... jus' 'cause we're growin' up.... an' may go our own ways...” she stammered, sobbing quietly. “We're always gonna be best friends...”

“That's right, Apple Bloom.” Scootaloo sniffled.

“We'll always have each other... an' our sisters, an' our friends an' Ponyville.” Sweetie Belle managed to say.

“Yeah... we'll always be Cutiemark Crusaders.” Babs smiled.

“You're... you've still got everything ahead of you.” little Trixie said, wiping a tear. Apple bloom inhaled deeply and turned to watch the setting sun with her friends.

“Our time has just begun.” she said as they placed their hooves around each others shoulders.

Author's Note

Author's Note: ElectroKaplosion has had no input on this chapter or story. I just quite liked his song. It served as the inspiration for this chapter and I hope to sample his music in the future.

Family

Spike tidied up one of the bookshelves in Twilight's home. He was going to make sure everything was nice and clean for when Shining Armor and Cadence came home from scoping out the Everfree Forest. They were all enjoying their time together, Spike always making sure to keep a close watch on the town while they were away. At night, however, they told stories, read books, played games and Cadence just loved how Spike cooked. Looking out the window, Spike smiled as he saw everypony going about their daily lives. Everything was just as it should be.

Just as he finished making Twilight's bed, he heard the door creak open. Thinking that was Shining armor and Cadence, Spike started down the steps.

“You two sure are back early.” Spike said as he came down the bend and froze. There was a cloaked figure standing wait for him, and he knew exactly who it was.

“T-T-Tirek...” Spike stammered, stepping slowly back up the steps as the menacing baphotaur dropped his hood, revealing his horned head, a wicked smile on his face.

“I've been waiting for this moment, Spike.” he hissed, stretching his pitch-black hand forward and casting a twisting spell for the tiny dragon, his cloak flapping about his armored body. Spike dropped to his knees and covered his face as it made contact, shuddering in a fit... but nothing happened to him. Tirek stood dumbfounded as Spike still quivered on the steps.

“What's going on?” he asked, eying his captive. “You are unaffected by my spell?” Spike looked up, wondering what he was talking about. Now that he looked Tirek over, he could see more and more of his body had turned black as night, with only his face and some of his left arm still red like before. “You resist greed, Spike?” Tirek asked, stepping slowly toward the tiny drake as he shot up the steps. He had to make his way to the balcony. It was the only way he could escape. Just as he started across the room, Tirek shot through the floor with a loud crash, looking straight into Spike's eyes.

“Take a moment to speak with me, Spike.” Tirek said calmly, Spike rushing back down the stairs. Sure enough, Tirek climbed down from the hole in the ceiling and shot for the little dragon. “I want to talk to you, Spike!” he snapped, Spike cowering back against the wall. “I want you to come with me, young dragon.” Spike shuddered as Tirek spoke. “You are unaffected by my spell that places dragons under my control... and you seem quite spirited and bright.” Spike would had raised an eyebrow if he wasn't so afraid right now.

“I can tell you where you come from, Spike.” he said, stepping closer to Spike as he scampered along the wall, trying to put space between him and Tirek. “The life you're destined to have, the dragon you are meant to be.” Spike hid behind the table in the middle of the house. “Tell me, does the name Scorpan mean anything to you?” Tirek asked, Spike slowly turning to Tirek. The looks on Spikes face made Tirek give a slight smile.

“No... it doesn't” Spike said blankly. “It's weird... but I feel something inside me when I hear that name... but I've never heard it before.”

“Unfortunate.” Tirek said darkly. “Nevertheless, would you come with me, Spike? There's a greater world for you by my side.” He said, holding out his hand. Glaring, Spike dove away from Tirek. Looking around, knowing he could never escape, he did the only thing he could think of.

“Twilight... I'm sorry.” he sobbed, breathing a large burst of fire on a shelf full of books, Tirek stumbling back as the wall shot up in flames like kindling.

“Dragons are fireproof.” Spike said, covering his head as he hid under some burning wreckage, Tirek stumbling backwards in shock.

=====

Shining Armor and Cadence raced through the Everfree Forest. A long stream of smoke rose in the direction of Ponyville. Questions flooded their heads. What could have possibly happened in the short time that they were gone away? They entered Ponyville to the screams of ponies running about the small town. Neither saw anypony they knew. Finally, to their horror, they came to the source of the smoke. Cadence cried in terror as Shining Armor roared out in disbelief. Twilight's home stood engulfed in mammoth flames. Just then, however, a loud chopping filled the air. The two looked up to see a gleaming red broadsword slicing at the blackened door to Twilight's home. Shining Armor knew that blade well. Glaring, Tirek burst through the doorway, a large blast of flame shooting out from the doorway as a fresh burst of air entered the blazing tree, Tirek shooting out from the inferno, his cloak tattered and ragged.

“What have you done to my sister's house!?” Shining Armor roared, drawing the Harbinger Blade, glaring at the fiend.

“I did nothing!” Tirek spat, assuming a defensive position as Shining Armor lunged for him, slicing through the air for him. “I don't have the time or desire to fight you, Shining Armor.” Tirek taunted, countering the stallion's attack. The two struggled in place with the other, sweat beading on their foreheads. It would seem they were both in for quite a duel. Firing from his horn, Shining Armor hit Tirek in the eye with a blast of magic, sending him stumbling back, snarling and ranting. Taking his chance, Shining Armor jumped for Tirek to deliver a dire blow, but Tirek was quick. Flapping his wings, Tirek shot back from his enemy, still clasping the red blade.

“That wasn't very nice, Shining Armor.” he jeered, shooting a burst of lightning from his hand, Shining Armor barely blocking it with his sword, feeling his body jolt just slightly as the lightning shot through the powerful sword. If he could feel Tirek's attack this vividly through the Harbinger Blade, then Tirek must have amassed an incredible amount of power since he last challenged them.

“Are you done, Shining Armor?” he sneered on, casting a new spell, small pillars of rock shooting up through the grassy ground and striking Shining Armor hard. He could feel himself growing lightheaded as Tirek continued to assault him with the earth. Roaring as he was the attack continued, Shining Armor spun in a circle, slicing down the extending shoots of rock and facing Tirek once more, a few small bruises left on his body. Lunging once more, the two matched blade, Shining Armor firing on his enemy once more, but Tirek was ready this time, catching Shining Armor's magic in his bare hand. This was not good. Pressing on with all his might, however, Shining Armor saw Tirek's eyes grow wide as he quickly seized the blade with both hands. Neither could muster enough focus for magic with the effort they were devoting to hold the other off.

“Looks like we're evenly matched, Shining armor.” Tirek growled, sweating profusely. “If there's one thing I learned from my last excursion... it's not to underestimate your kind.” he managed to stammer, taking a step toward the stallion, Shining Armor buckling slightly as his attacker pressed on. “I'm not about to lose, Shining Armor.” he breathed, both of them shaking as they pressed on.

“Neither am I...” Shining Armor managed to hiss, slowly forcing Tirek back. “You will pay for ever... for ever returning to Equestria!” They held the other in place, both their bodies shaking with fatigue. How could things possibly go from here?

“Shining Armor!” Spike called, stepping from the burning house, covered in soot, both he and Cadence turning to see him safe and sound. Seeing his distraction, Tirek swung his giant fist for Shining Armor's face, knocking him toward his wife and Spike.

“Should not an astute soldier such as you not remain focused, Shining Armor?” the baphotaur general taunted, lunging for him to deliver a final blow.

“Shining Armor!” Cadence shrieked, the stallion jumping up once more, blocking his attacker, feeling a great swell of zeal. For some reason, he didn't feel so fatigued anymore. He instead felt his mind clear and his focus restore on Tirek.

“Get out of Ponyville!” he snapped, managing to send Tirek stumbling backwards, the fiend amazed at what was happening. Tripping backwards, dropping the red blade as it reverted back to the broken unicorn horn, Tirek watched in terror as Shining Armor jumped for him, striking his armored torso hard with his weapon. It didn't pierce the mythril plate, but the shock of impact was incredible. He felt as if his entire body had been shattered as the impact sent him sliding backwards at high speed, straight into Twilight's burning home.

“And don't come back.” Shining Armor growled, watching with an icy glare as Tirek thrashed about in the raging fire, screeching and snarling. Shooting into the sky at high speed with his leathery wings, Tirek curved around and snatched up the red horn before flying off into the distance, Shining Armor dropping the Harbinger Blade and collapsing. The last thing he saw was Cadence ans Spike gathering around him.

=====

Shining Armor walked slowly down the deserted streets of Ponyville, looking this way and that. Where was everypony? He had just woken up in the Ponyville hospital with nopony to explain as to how he had gotten there, having escaped through the window o avoid being spotted. Just as the moment of realization hit him, he raced down to the main street of Ponyville. He knew where he had to go. Shooting through an alley, however, he saw what he was dreading. Twilight's house was a completely loss, the trunk barely left standing at all. Bits and pieces of the grand tree still grew from the singed base, but it was in no way salvageable, several ponies looking over it filled with sorrow.

Coming closer, Shining Armor could hear a sob echoing in the silence. Walking closer, he could see Cadence comforting the crying little Spike. It really hurt to see him so saddened.

“This is all my fault!” Spike howled, his face dripping with tears. Shining Armor was taken aback by this comment.

“Spike, you did what you had to.” Cadence said quietly. “Tirek would have killed you or stolen you away.” Spike still wailed as he turned and buried his face in her shoulder.

“What's he talking about?” Shining Armor asked, some ponies gasping to see him well.

“Spike actually-”

“It was all my fault, Shining Armor!” he managed to say, sniffling as he cried. “Tirek... Tirek was comin' for me... so I... so I...” was all he said before he fell to the grass crying louder than before.

“Tirek broke in to Twilight's house while nopony was looking.” Cadence said. “He tried to kidnap Spike... so he did the only thing he could think to do.” she finished, her voice trailing off.

“He set fire to Twilight's house to alert us...” Shining Armor said quietly, looking down at the crying dragon.

“What will Twilight say... she'll send me away for sure... I'll never-” was all Spike wheezed before he felt himself lifted up off the ground and onto Shining Armor's back, the stallion smiling.

“What you did was very brave, Spike.” Shining Armor said as Spike stared and sniffled. “You did the right thing... Twilight would have given anything to make sure you'd be safe... even her home.” he assured, Spike looking at him in awe. “You're a real smart kid, Spike... we're glad you're safe.”

Spike sniffled and smiled weakly, holding his arms around Shining Armor's neck as the two started through town.

“Thanks, big bro...” Spike said quietly, happy to be part of the family

Attack on Canterlot

Twilight sat and watched the horizon, feeling blank inside, having received word a few days prior that Tirek had attacked Ponyville and the ordeal left her home destroyed. What was she to do now, she wondered. First a mercenary team besieges them from numerous sides, then a dragon mysteriously appears in Manehatten and vanishes just as mysteriously, now this. She wasn't sure how much more she could take.

“Twilight, it's almost time for you to take your place at the festival.” Celestia said through the door to her chamber. Today was her birthday and she didn't feel like celebrating. “The train with Shining Armor, Cadence and Spike has just arrived and the train with Applejack and Rainbow Dash will be here shortly as well.” she added. This news did manage to brighten the purple pony's mood, but that wasn't saying much. Sighing, she figured she could at least enjoy her friend's company as she turned to the gorgeous dress Rarity prepared for her.

“Listen to my voice ,Twilight Sparkle.”

Twilight screamed and jumped, looking all around the room. It was that same voice she had been hearing. It was driving her mad.

“Who's there!?” she snapped, her heart pounding. “Why are you speaking to me!?” There came no reply. Feeling cold sweat bead around her head, Twilight inhaled deeply and began to dress herself in the poofy, frilly dress Rarity had prepared for her. It was comfortable and made her blush slightly as she looked at herself in the mirror, her wings fitting snugly through the spaces Rarity made for them. Powering her horn, placing a lacy ribbon through her mane, Twilight had to admit, she looked quite beautiful, donning her Element of Harmony as she stepped out the door. The castle was very quiet, the sound of the high society ponies conversing and classy music echoing from outside as she made her way down the carpeted corridor. One guard passed by and bowed to her as she nodded to him, descending a grand staircase, Luna standing at the foot and smiling as she was dressed in a pitch-black dress.

“Ready, princess?” she asked, Twilight giving a small sigh.

“You don't need to call me that.” she said as she joined Luna, both of them making their way toward the door to the courtyard. “I'm a bit nervous, though... I've never been at the center of festival, ever... let alone one in Canterlot.” Luna nodded.

“It had been long for me as well.” Luna said with a smile. “I learned quickly, though, when I came to visit you once more, remember?” Twilight nodded, remembering when she visited on Nightmare Night almost two years ago. “Remember, remain proper and courteous, allow everypony a chance to show their respect to their new princess and you will be fine.” she finished, opening the doors to the sunny courtyard.

“Sounds kinda boring.” Twilight sighed.

“No more than the Grand Galloping Gala.” chortled Luna as they made their way through the neatly trimmed grass, Twilight also giving a small laugh at this. As they came to the grand gate at the castle wall, however, Twilight could see many ponies cheering as she stepped out from the courtyard and onto the cobblestone road leading to the town square, Twilight blushing as she saw Pinkie, Rarity, Fluttershy, Spike, Shining Armor and Starlight all dressed up (the last two in their finest uniforms) for the occasion as well, smiling at her from one side of the road. Looking through the crowds, Twilight mercifully saw no sign of Discord. Seems like get-togethers weren't his thing. Walking amid the cheers of the crowd, Twilight finally came to the beaming Celestia and Cadence, dressed in an intricate dress with an orange, yellow and red phoenix pattern and a flowing purple and lavender gown respectively.

“Happy birthday, Princess Twilight Sparkle.” Celestia tenderly said as Twilight was lead blushing to the golden podium used for the Summer Sun Celebration.“May this be a special day for all of Equestria.”

“Yes, let it indeed be a special day for all.”

Everypony in the square looked all about as a mysterious voice rang out, but those who had been in the thick of conflict around Equestria lately knew exactly to whom the voice belonged to. Celestia turned quickly toward the castle to see a tiny shape on the pointed roof of a far off tower. Tirek lounged on the spire, taking sips from a large flask, wearing a grand white cloak.

“It's good to see everypony has gathered here for this momentous occasion.” he said, his voice magically amplified, grinning as he slung the giant flask to his side.

“Today is the day... EQUESTRIA DIES!!!” he roared, drawing his red blade and shooting with his wings for the crowd as they screamed and scattered. All the Ponyville ponies stood defensively, waiting for him to attack, but he instead came to a stop in the air before them, flapping his bat-like wings and coming to a stop in the square, landing right before the royals and the Ponyville ponies, the royal guards hurrying up to surround the area.

“Why do you do this, Tirek?” Celestia asked calmly, her eyes narrowed. “What is it you want?”

“I've staked my claim.” the baphotaur said darkly, smiling and still holding the red blade. “The Alicorn Amulet... and I will leave-”

“Never.” Cadence said, glaring at the general. “We won't allow you to have it.”

“Leave now.” growled Shining Armor, drawing the Harbinger Blade. “You're not going to get another chance, ever again, Tirek.” he added, clasping the sword in his mouth.

“Shining Armor.” Tirek said solemnly “I have come prepared this time.” Before anypony could speak, numerous shapes shot down the the town square, everypony staring in awe as Stable's mercenaries appeared en masses.

“ATTACK!” Shining Armor called, the sound of cannon fire echoing throughout Canterlot as three large airships appeared.

“Sister! We must retreat!” Luna called, a flood of guards filing into the square to challenge the invaders. Celestia nodded and curled her wing around Twilight, Starlight hurrying up beside them. Just as they made their way to the gate (roaring soldiers and thundering cannon fire filling the air), Twilight turned quickly and flew at blinding speed for the fray, leaving the three behind as they stared. Just as Celestia turned to join them, she felt a sharp pain shoot through her wing as one mercenary fired a crossbow bolt for her wing. Straining at the sharp pain, Celestia fired an almighty blast for her attacker, sending him screaming into the air, over the battlement and splashing into the moat, the stallion not surfacing.

“Princess, get inside!” Starlight called. Celestia shook her head but Luna began to force her sister into the castle. “You need to dress your wound and remain safe, now go!” Starlight called, shooting off for the battle. Celestia could feel her heart pounding in her head as her ponies fought in the distance.

Shining Armor and Cadence kept back to back as they fended off the vicious attackers, Spike cowering under them as he desperately looked all around for a means of escape. The royal guard, having faced the mercenary group once before, had little trouble in fending the attackers off again, but as the airships closed in, they knew there was something that needed to be done about their artillery. What's more, Tirek dispatched one foe after the next as they attacked him, unicorn, pegasus and earth pony alike. There was no stopping him.

“Cadence, get Spike to safety.” Shining Armor called, seeing the baphotaur general. Cadence nodded and scooped up the terrified young drake and flew off toward the castle, leaving Shining Armor alone as he fought off the forces. Pressing on, countering numerous attacks at once, Shining Armor began to press his way on toward Tirek, spinning to kick one mercenary in the face.

Fluttershy, Pinkie and Rarity had all donned their Elements of Harmony and felt themselves ready for anything as they managed to swiftly evade the sweep of the bladed pegasi wings or the shooting bolts from Stable's team. While terrified and shaky, Fluttershy steeled her nerves as best as she could, asserting herself with all her might on the attackers. Pinkie, on the other hand, hopped this way and that, distracting them all as more and more royal guards rushed them. Rarity narrowed her sharp eyes, watching for the attacking ponies as she did her best to force them back. This wasn't exactly like when the changelings attacked Canterlot a year earlier, but they still had to defend themselves and Canterlot at all costs.

Finally, Twilight came to a stop in the square, her Element gleaming on her head. Looking for her friends, she saw Shining Armor just narrowly avoid cannon fire from an enormous airship. Looking through the skies, Twilight finally spotted the Entourage rising from the docks, its cannons primed. Shooting up for it, swerving to avoid the attacking pegasi and cannonballs sailing through the air, Twilight came to the port side, Starlight already holding Twilight's sheathed jian.

“Ready for this, Twilight?” Starlight asked, the Entourage drawing closer to the trio of airships.

“Of course I'm ready.” she said in a shaky voice, taking the sword.

“Number One,” Starlight called “code red!” The bearded pony at the deck nodded and commanded the ship closer, the cannons firing back and forth. The entourage was sturdy and tempered, the cannon fire making surprisingly miniscule damage on the ship, but that wasn't what concerned Starlight.

“Here they come!” she called on the first ship began to go down from the torrent on cannon fire, scores of pegasi flying from it as it came crashing down in the town, all of them shooting for their ship. As they landed, a fierce duel began between Starlight's crew and Stable's mercenaries, Starlight's first officer firing with precision from the deck with the small mounted cannon. As bolts flew and armored wings sliced, Twilight and Starlight (her wings armored) fended off the masses, the ship slowly pressing on as one of the enemy airships took heavy fire from cannons and catapults from the ground.

“Twilight, see if you can't find Stable!” Starlight called as she kicked one attacker away. “He's likely on the flagship.” she added, slicing for more enemies, Twilight turning to see the larger airship rising to meet theirs. Spreading her wings, Twilight flew for it, a number of Starlight's crew accompanying her.

Shining Armor had forced his way through the interlopers and now challenged Tirek as he did days earlier.

“You just don't know when to quit, do you?” Shining Armor snapped as he and Tirek matched blades, Tirek's well-kept cloak flapping about his armored body.

“I will not be taken so lightly.” Tirek said in a proud voice, forcing Shining Armor back. “One victory over me is nothing.” Shining Armor had to admit, Tirek was fighting with more precision today. Was his victory in Ponyville just a fluke? Suddenly, the two turned to the fallen airship and raced up its sloping deck, slicing hard for the other. As Shining Armor jumped onto the mast, Tirek climbed onto a cannon hanging from a line of rope, smirking for his foe.

“Best to just surrender, Shining Armor.” he called. “You're clearly outmatched by the hatred that flows through my body and my blade.”

“Says you!” Shining Armor taunted, clasping the Harbinger Blade in his mouth tightly. “You threw this thing into a volcano and still couldn't destroy it... plus I dug it out myself... I think I've got the advantage.” The two jumped for the other, swinging with their weapons as sparks danced from striking the other, Tirek seizing the mast as Shining Armor slid down the deck of the crashed airship.

=====

Celestia, Luna, Cadence and Spike all stood in the room of relics. It was unlikely for Tirek to come searching for them anywhere other than the throne room. Looking around cautiously, hearing the chaos outside, they had to be ready for anything.

“Should one of us go outside?” Cadence asked, Spike shaking as the battle went on. Celestia only shook her head.

“We need to protect our home at any cost.” she said, Luna appearing to be in deep thought. “If anypony enters Canterlot castle, we must be ready for them.”

Cadence lowered her head before a loud crashing came through the hall, all of them shooting up toward the door. Readying themselves, they watched as Discord suddenly burst through the doors, looking as if he had been in on the fighting.

“Where have you been!?” Luna demanded, not looking the least bit amused by him.

“I was in the crystal caverns beneath the castle.” he explained. “We've got a big problem.”

=====

Twilight fought her way through the mercenaries as the second airship went down, the fighting down below sounding like it was coming to an end. Nevertheless, there were still these pegasi mercenaries she had to fight off. If they could find Stable and bring him in, there was no chance of another squad coming. Coming up to the bridge, however, Twilight saw not Stable, but Current, standing completely still with his wings armored. As Twilight ascended the steps, she saw him draw a long thin blade from his side and stand at ready, his wings outstretched. Twilight narrowed her eyes and tried her best to clear her mind as he shot for her, swinging his razor-sharp wings and his long sword for her, the two stepping this way and that as she countered and blocked his blows, current still wearing no emotion on his face. Forcing her back to the edge of the bridge, he swung hard for her with his sword, narrowly missing her head, but he quickly sliced with his wing, leaving a light cut on her cheek. Wincing, Twilight shoved him back and turned to kick him, but he knocked her away, sending her stumbling back to the edge. Swinging and an arc, Current, made a tear in Twilight's dress, leaving a fresh cut on her arm as she gasped loudly. Picking up her sword once more, Twilight held it up as Current brought down his sword and both his wings on it, Twilight buckling under the impact. Summoning all her strength, Twilight knocked him back once more, swinging her sword for his face, leaving a straight cut along his muzzle as he dropped his sword, the airship suddenly lurching to the side. Growling, Current jumped for her, knocking her over the edge of the airship, both of them struggling as they fell through the sky. He had managed to get another cut or two in on her as they fell, but she managed to break free and kick him hard in the face, both of them barely managing to land as they came to the ground. Before they could continue their fight, however, They both turned their head to the sky to see the flagship falling for the city... and right on top of Current, Twilight hiding her face as it made crashing impact. Looking around, she saw the mercenaries flying off in full retreat. The fight was over.

“Looks like this is the end for you, Tirek.” Shining Armor said darkly, glaring at his foe.

“Not hardly.” Tirek said nonchalantly. “You recall I told you you would have greater things to worry about?” he asked, guards closing in around him. “You didn't think a general would ever charge into battle with a single battalion, did you?” he asked, Shining Armor's eyes widening as the ground began to shake. Instantly, a huge fissure was torn open as the naga he brought into battle before rose from the ground, now a colossal size, roaring loudly at everypony.

“Now you will die.” Tirek smiled as black crystal golems began to crawl from the fissure the naga tore. Shining Armor couldn't believe his eyes. He had never seen these creatures before.

“Everypony, press on!” Shining Armor called, the guards lunging for the golems, but they were not used to these powerful enemies. The unicorns magic bounced right off their shining bodies, the pegasi wing armor and earth pony swords the only thing that proved effective, but more and more golems crawled from the fissure like an anthill. Glaring, Shining Armor tore through more and more but was still held at bay as Tirek strolled toward the castle as if he were enjoying a midday stroll. He couldn't let things end this way. Just then, a green shape shot past him, shattering a number of golems. Watching, he saw Marco, the kappa dock keeper, wrestled the behemoths as they lumbered onto the town.

“They don't sumo, do they?” he sneered, swaying slightly. Turning back to the fray, Shining Armor saw Pinkie race through the town in the direction of the waterfall. Where was she going, he wondered. There was little time for any of that, though, as a giant blue dragon then came stomping into the city. Things were getting out of hand, he thought, watching the airship swerve to avoid a spray of hot venom from the naga's mouth, swinging for it with its massive claws.

=====

Tirek stepped through the halls of Canterlot castle, easily dispatching any guard who came his way. He smiled and licked his teeth as he knew exactly where he was going. Opening the doors slowly, Tirek found himself in an enormous, empty white hall far beneath the castle. This was the entrance to the crystal caverns deep below the city where he had forged his army of black crystal golems. And there, at the far end of the hall at the edge of a gleaming blue floor stood Celestia and Luna, both keeping watch.

“The Alicorn Amulet, if you please.” he said, Celestia stepping forward. “Dear me, Celestia,” he went on, the white alicorn drawing her longsword “you're injured... this won't be a fair fight at all.” he taunted, Celestia lunging for him and swinging with all her might as they shot around the floor, Tirek leading her on almost as if they danced a waltz. Nevertheless, despite her injury, he had to admit she was a vigorous foe. Jumping back, she fired several blasts for him as he cut them all down with his blade.

“More like this!” Tirek snapped, opening his mouth and breathing a torrent of fire, Celestia shielding herself with her magic. Firing for him, she hit him square in the belly, leaving a large crack in his armor as he fell to one knee.

“Leave my palace or you will wish sorely that you had.” Celestia said sharply, Luna watching in silence. “I failed once before, but I will not fail again.” she snapped, shooting for her enemy as she thought of her duel many many eons ago...

=====

The train with Applejack and Rainbow Dash came up on the grand city, everypony except for the two having chosen to disembark at the prior station once they heard Canterlot was under siege. The duo knew they couldn't just leave their friends... so they stole the train and were on their way.

“You know how to stop this thing, Applejack?” Rainbow Dash asked as she saw smoke rising in the distance.

“Of course not.” the orange pony responded, the train beginning to shake as it picked up speed. “That's why we gotta jump.” she said, the two hurrying to the caboose. The train was probably going to derail from the speed at any second. Seizing both their Elements, they both peered over the sides of the runaway train as it tore through golems on the track. This was it, Applejack thought.

“On the count of-” “NOW!”

Rainbow Dash jumped off, tumbling in the grass as Applejack watched.

“Applejack, now!” Rainbow Dash called, Applejack shaking her head and leaping off coming to a stop just feet from the station platform, the train shredding more golems as it tipped over and went barreling over the giant cliff.

“Well, that was fun.” Rainbow Dash said feeling a little shaky, donning her Element. “Looks like they need our help!” she said, helping Applejack up, racing off as Applejack placed her Element around her neck. The first thing they saw as they came around to the town square was not the naga or the dragon, but a gigantic spiral of water, twisting over the town. It was an incredible sight. Before they could marvel at it anymore, however, an enormous crab shot from the twisting spout, Pinkie clinging to it.

“Hiya, Dashie, hiya AJ!” she called in a chipper voice, leaping from Cancer as he began to tear apart the golems.

“What just-”

“I got the sea ponies and Rahab to help me get Cancer up here to help us fight the golems. Looks like we're back in the game!” she cheered, kicking hard at a golem and knocking it backwards.

“Alright!” Applejack called, rushing into the fray.

“Let's get this party started!” Rainbow Dash called, racing into the battle. Fluttershy, Rarity and Twilight all smiled as they rest of the Elements gathered.

“Birthday girl!” Rainbow Dash called. “Let's put them down for the count!” she called, Cancer tangling with the dragon. The six stood side by side, their elements glowing as they all floated into the air, sending a powerful blast of light for the dragon, Cancer barely dodging. As the beast was engulfed in the light, it faded away completely, turning into an unconscious pony. Looking at the stallion on the ground, they saw it was Stable. Tirek had obviously turned him into a dragon. They had little time to worry about this, they thought, barely avoiding another spray of venom from the naga.

“The bigger they are.” Applejack smirked as they fought off more golems, trying to get a clear shot at the naga. Just then, it scooped up Pinkie and Rarity in one of its slender hands, grinning at them as they struggled.

“Let my friends go!” Twilight called, blasting the creature with her horn, though this had little effect. Just then, however, she saw something that made her mouth hang open. The Entourage shot at full speed for the naga, everypony flying off from it. Before she could even grasp what was going on, the airship connected with a grand explosion, the naga roaring weakly as it toppled lifelessly over onto a crowd of golems, Rarity flying quickly to catch Pinkie as they fell through the sky.

“Starlight!” Twilight called, not seeing her among the fleeing ponies. Her insides turned to ice. Was Starlight still on the ship?

“Sis, we don't have time!” Shining Armor called, tearing through more golems. Twilight knew he was right, seizing her sword with a heavy hear and slicing down more golems with him. Applejack kicked masses of the silent creatures while Rainbow Dash sent powerful bolts of lightning into the mindless drones, shattering them as they fought on, pressing their way on to the castle.

=====

Celestia send a golden ribbon of magic for Tirek, knocking him high into the ceiling, the baphotaur landing loudly on his for hooves, still ready for more. Celestia wished Cadence and Discord weren't in the caverns fighting off the seemingly endless golems. Tirek charged for her, Luna still watching silently as their blades met, sparks flying this way and that.

“You don't need to do this, Celestia-”

“I will not be fooled, Tirek!” she snapped. “Lord Sombra tried to sway me to his side before... I'm not the pony I was 1300 years ago!” With that, she shoved Tirek back, leaping to slice at him, striking his chest plate and causing it to shatter, his cloak falling from his shoulders as he sank to his knees. “You won't have your way, Tirek!” Celestia snapped with a scowl, lunging to finish him off, bust he narrowly blocked the blow, shoving hard and rushing forward, firing a powerful attack into her side, knocking her away. Celestia strained as she looked up to Tirek, a wicked smile on his face as he raised his sword high over Celestia.

“Luna, please help me!” she called in desperation, Tirek turning his face slowly to look into Luna's eyes. The blue alicorn stepped forward slowly.

“You wish for the Alicorn Amulet, correct?” she asked narrowing her eyes.

“That is correct, Princess Luna.” Tirek responded.

“You want it more than anything else?” she went on, stopping at the blue crystal floor.

“Yes, Princess Luna.” he said with a nod.

“... you will use it to revive your master... will you not?”

“Indeed, Princess Luna, that is my goal.”

Celestia's eyes widened with what Luna did next. Raising her front hooves, she shattered the hollow blue crystal on the floor, Celestia and Tirek looking down at a skeletal, petrified cherry tree. Powering her horn, Luna levitated the Alicorn Amulet from the top of the tree and slowly gave it to Tirek, Celestia watching in disbelief.

“You want it... it's yours.” she said darkly, Celestia's eyes welling with tears.

“You have my thank,s Princess Luna.” Tirek said with a deep bow, placing it on his chest and turning to leave.

“Luna... what have you done?” Celestia breathed, her insides turning to ice. Luna, however, felt her body pinch with red hot rage.

“Take it you beast.” she said, flapping her wings. “Bring back Sombra... at long last... I will truly avenge you, Zerus!” she called, her voice echoing throughout the castle as Celestia stared at her sister.

=====

Immediately, the black crystal golems stopped fighting, everypony in Canterlot confused as to what was going on. A moment later, they all faded, leaving a town of confused ponies. Turning, they saw why, their worst fears confirmed. Tirek, his body pitch black, his eyes glowing green as purple flames danced from his eyes, strolled through the town.

“Tirek!” Shining armor roared, shooting for him with the Harbinger Blade, only for Tirek to knock him away with a swing of the red sword. Walking past the others in the square, not even acknowledging the bearers of the Elements of Harmony, Tirek stepped toward the grand podium of the Summer Sun Celebration and knelt down, taking the amulet from his neck and holding it high.

“MASTER!” he called proudly. “I WELCOME YOU BACK TO THE WORLD! COME BACK FROM THE VOID!” Instantly, the podium shattered as Celestia and Luna came racing out from the castle, Cadence and Discord climbing from the fissure now that all the golems were gone, wopndering just what exactly were they looking at.

“DO IT, TIREK!” Luna screeched. “GIVE ME MY REVENGE! BRING SOMBRA BACK ONCE MORE!!!”

At this, the triumphant smile faded from Tirek's face.

“Alas,” he said solemnly, the sky darkening “if only I could restore grand master Sombra.”

“What did you just say?” Celestia gasped, Luna staring in disbelief. A moment later, a twisting black and purple portal opened and a pony did appear, but it was not Sombra...

Vector to the Heavens

It was Zerus. With his eyes closed, the young purple colt slowly drifted down in front of the bowing Tirek, growing quickly a moment later into a strapping young stallion, his coat turning gray as his long brown mane was tied back and draped down his shoulder. As the crowd watched, the Alicorn Amulet slowly drifted toward him and fastened itself around his neck. Finally, he opened his gleaming red eyes and looked down at his servant.

“Thank you Tirek.” he said in a youthful voice, Twilight immediately noticing it as the voice she had been hearing as of late. “You have served my father and I well over the last few centuries.”

“Yes, Master Zerus.” Tirek said, still bowing to his lord. “It is a shame that Grand Master Sombra could not be here for this moment-”

“Rest assured.” Zerus interjected. “My father's dream will be fulfilled. Cataclysm awaits.”

“Yes, master.” Tirek said, still kneeling before the young stallion. “Grand Master Sombra would be so proud of you... this is your defining moment-”

“No, Tirek.” Zerus said, a small smile on his face as he looked down at his subject, placing his hoof gently onto his shoulder. “This is our defining moment... our destiny.”

Looking up at the awestruck ponies, Zerus slowly stepped past Tirek, who slowly rose to his cloven hooves.

“Greetings everypony.” he said calmly, Tirek fastening a pure white cloak around his master's shoulders. “I am Zerus... pupil of the great king Sombra.”

“Zerus...” Luna said, her eyes quivering as she stepped toward him. “How... how are you...”

“I suppose I do owe an explanation to the princess.” Zerus said solemnly, nopony speaking as he stepped before them. “When I was trapped inside the Crystal Empire, I wandered the streets for many days, slowly losing myself as the crystal ponies tended mindlessly to their faded town. Neither I nor they could leave the boarders, the sun nor moon never moved, the wind never blew... it was enough to drive anypony to madness... but then, when I was inches from giving up... I heard a voice... a voice I had been taught to fear.”

“Sombra...” Twilight said slowly, Zerus nodding.

“Initially... I did fear him... but his words were always comforting. He always spoke kindly to me, always pitied my fate, despite his own, sealed away inside the endless darkness of Cataclysm by the Elements of Harmony... and he then began to teach me magics... magics far greater than anything I could have ever hoped to learn under the tutelage of Starswirl of the alicorns.” he said, both Celestia and Luna feeling their hearts grow heavy as he spoke.

“He became more than a mentor to me at the Crystal Empire... he become a father... and I vowed to find a way to help him escape... an instrument of pure energy.”

“You created the Alicorn Amulet?” Luna breathed, Zerus nodding slowly.

“I tried to break the seal the Elements of Harmony had placed on my father and free him from the void of Cataclysm... but my magic was still untempered... and I found myself in the void with him.” he said, the two alicorns' eyes growing wide at this. “In the void, however, he and I were able to do so much more together... we were able to better each other, teach the other more magics and grow stronger in the endless hatred and fear that swirled around us infinitely... and ultimately, we managed to force the Alicorn Amulet I brought with me into the void back into the world, and not in the sealed empire.”

Celestia and Luna couldn't believe their ears. Zerus had done all this with Sombra?

“The amulet traveled from one being to the next, and we awaited the one whom would wear it long enough... long enough that they would be able to commune with my father and me... but all who wore it died... save one.”

“Tirek.” Shining Armor growled, Tirek nodding.

“I was not only the only one to wear it long enough to form a bond to both Cataclysm and Master Zerus and Grand Master Sombra... I was also the only one to be fooled into taking the amulet off, same for Trixie eons later... it was my chronicle of the amulet you found, Celestia.” he sneered, her eyes going wide as she remembered their encounter at Starswirl's tower. “Why would I be after that information, you wonder?”

“To keep us in confusion when you really knew everything that was going on...” Celestia stammered.

“Then,” Zerus continued “the unthinkable happened... the seal of the Crystal Empire broke and my father began to slowly slip back into the world... he and Tirek vowed to find the amulet so that they could free me... but then... he was killed... by the Crystal Heart.” Zerus said sorrowfully.

“By the time I had reached the Crystal Empire, Grand Master Sombra was long dead.” Tirek said, looking over the red horn in his hand.

“My heart ached.” Zerus said slowly. “My father was dead... and so it was up to us to enact his glorious plan for the world... we who had bonded with it would unleash it... Cataclysm.”

Nopony dared speak a word, save one.

“What is Cataclysm?” Twilight demanded, stepping forward, everypony shuddering at her bravery.

“Cataclysm” Tirek began “is a malevolent force of hatred and fear forged by Starswirl and the baphotaur mystic Lock-Nah during a war that raged millenia ago.” Closing his eyes, Tirek smiled wickedly. “When it threatened the land, they ended the war so as to seal it away forever, as they could not destroy it... yet.”

“By the time the Elements of Harmony were all born into this world, Cataclysm was long since sealed away.” Zerus explained. “My father learned of it and what it could do to the world... it has the power to rend asunder the entire world, destroy everything in existence... and then life will begin anew. A world nopony has ever seen before.”

“Zerus, please, don't do this!” cried Luna, stepping forward, her face wet with tears. Zerus slowly walked toward her.

“Princess Luna.” he said in a respectful tone, walking up to her. “I thank you for how kind you were to me.” he said, slowly lowering his head to hers. The moment their horns touched, however, she was sent flying at blinding speed, crashing int the castle wall and left lying motionless on the ground as she shrunk to a tiny filly, everypony looking on in absolute terror at his power.

“I did not explain myself to you, Princess Luna.” Zerus said, turning to the newest alicorn. “I explained myself to you, Princess Twilight Sparkle.” he said, Twilight feeling her blood run cold. “Come with me, Twilight. It's what I want.”

Twilight stared at him as Tirek bowed to her, nopony speaking a word.

“No.” she said. “I will not come with you.” Zerus made no movement, though Tirek rose quickly, scowling at the young princess.

“I won't let you harm anypony... and I won't let you kill everything!” she said sharply, surprised by her own bravery. “I'll never help you.”

“I understand.” Zerus said calmly. “You're just young, naive, ignorant of the way the world truly is... like I was so many eons ago.” he said, Twilight getting a cold chill. “I will not be denied, however.” he said, powering his horn, Twilight buckling to her knees, her eyes turning green as purple flames danced from her eyes.

“You gave into hatred at the Crystal Empire, and I can still feel it coursing through your heart and soul.” he said, coming closer. “Why do you fight it-”

“I'll never... drop to... Sombra's level-”

“You watch your tongue!” Tirek snapped, Zerus only waving him off.

“Let it go, Tirek... I have ways of persuasion.” Zerus said, levitating Sombra's red horn and placing it on Twilight's Element. Immediately, she felt her body go numb, her consciousness fading fast.

“Let this remind you, Princess Twilight Sparkle,” Zerus said coldly “why you once feared the dark.”

“Twilight!” Celestia called, the purple alicorn stumbling toward her mentor, black crystal growing up around her Element.

“Help me, princess,” Twilight whispered, tears streaming down her face “I've never been so afraid in my life...”

"Go, Princess Twilight Sparkle,” Zerus said proudly “like a vector to the heavens, go!”

Immediately, Twilight spread her wings, flapping up a massive gust that Celestia walked through easily. When this proved to be ineffective, Twilight rushed silently for Celestia, swinging her sharp horn for the white alicorn, Celestia countering.

“Twilight, please, don't do this!” Celestia cried, a lazy look on Twilight's face as she slowly pushed her mentor back, her eyes still alight with the power of hatred. It seemed as if her actions were not her own. Turning, Twilight kicked Celestia high into the sky and shot for her, the two firing on each other.

“Twilight, no!” Shining Armor called, racing for the dueling alicorns, Cadence by his side as they charged, Tirek snatching them both up by their throats in a flash, holding them high as they kicked and struggled helplessly, the others looking in terror.

“Discord, if you please.” Zerus said, stepping toward the two captured ponies. “You will all surrender your Elements of Harmony.” he said calmly, his glowing horn pointing right for Shining Armor and Cadence as they struggled on. “Discord, collect them for me, please.” he said, Discord glaring at the two, Twilight and Celestia battling in the Canterlot sky. “I said collect them for me.” Zerus reiterated calmly, stepping closer to the two, his horn inches from Shining Armor's belly. Immediately, Rainbow Dash tore her Element from her neck and threw it as Zerus' feet, the dark unicorn looking it over.

“It would seem somepony wants them to live.” he said, his smile curling. “The rest of them, please.” he said, Discord walking to the rest of them, each of them sorrowfully removing their Elements and giving them to him. “Bring them to me.” Zerus said calmly, his horn still glowing. Growling, Discord stepped to the wicked stallion and held the golden necklaces for him. Powering his horn, Zerus levitated all five of the stolen Elements of Harmony and started off toward the shatter podium.

“We leave, Tirek. Let them live.” Instantly, Tirek dropped the two and started for his master, Shining Armor and Cadence both coughing and wheezing. As the ponies hurried for Twilight's kin, Discord gave the two a murderous glare as Tirek seized Zerus and spread his bat-like wings, flying off into the twisting storm that had gathered around the land. They were powerless without the Elements of Harmony.

Twilight zoomed for her teacher, firing a deadly blast of energy, Celestia barely shielding herself with her magic. Wasting no time, still with a half-awake look on her face, Twilight fired again and again for Celestia, each blast aimed for a vital spot on her body. Twilight would kill her if she got the chance, Celestia thought as she felt her blood run cold. Shooting for Twilight, Celestia smacked her pupil hard in the face with her wing, Twilight spiraling to the ground.

“Twilight!” Celestia called, flying for her. As she closed in on her tainted pupil, she saw the purple alicorn curve back into the sky and fire for her, Celestia barely managing to shield herself. Twilight then shot straight for Celestia and began to savagely kick and thrash at the barrier. As her horn glowed brighter, Celestia's barrier grew enormous, knocking the vicious pony away. Dropping her shield, Celestia shot for Twilight, her horn growing sharp and the two crossed horns.

“Please, Twilight!” Celestia called. “You cannot allow yourself to be taken over.” Twilight's face made no expression. “Resits the powers of wickedness! You must-” Celestia stated before Twilight dropped below her, letting her flip through the sky as she tried to regain her balance, her wings flapping in a frenzy. Before she could round back into the fight, though, she felt a sharp pain shoot through her back as Twilight fired on her, making a direct hit on her spine. Celestia fell through the sky, Twilight still firing a barrage at her, striking her each time as she fell into the moat with a loud splash. Celestia waited there, holding her breath, the dead stallion that attacked her before floating behind her. She could tell Twilight was not attacking with her full power... was she holding back? If so, then why were none of Celestia's words getting through to her. She had to think of something, though. She couldn't allow Twilight to leave for wherever Zerus and Tirek had gone, or even worse, to attack Canterlot. Exhaling, Shooting to the sky, Celestia knew it was time for her to stop holding back

Flying up before Twilight, the two of them staring the other in the face, Celestia bowed her head, tears dropping down her cheeks. The two shot higher and higher, into the stormy clouds and far out of view of the marveling crowd.

“Forgive me, Twilight.” she said as she suddenly came to a stop and fired a gigantic blast for Twilight, the young princess countering with her own attack. As the two held their torrent of magic in place, Celestia mustered all her strength and shot back with every ounce of magic she had, her beam of glowing energy engulfing Twilight's and encasing around her horn. As Twilight strained with Celestia's assault, Celestia knew she had to end things here by any means necessary. Roaring out, her magic attack growing bigger than ever, Twilight's horn became engulfed with Celestia's magic and exploded.

=====

https://www.youtube.com/watch?v=enWgR3SLDYo

The ponies down below covered their face as a giant burst of light illuminated the blackened sky. As it slowly faded, the denizens of Canterlot slowly opening their eyes once more, they saw Celestia slowly descending far off toward the tiny, unconscious Luna, nuzzling her. It looked like she would be safe at least.

“Princess Celestia!” Rainbow Dash called, hurrying over to Celestia, her friends joining her as they came to the white alicorn. “What... what happened to Twilight?” she asked in a shaky voice. “Did she... did she... die?”

Celestia said nothing and bowed her head as something tiny dropped down out of the sky before them, making a small clanging sound as it came to a rattling halt. Immediately, everypony except for Celestia gasped as they saw what it was. Twilight's diadem, smoking but still covered with black crystal shards. Instantly, Celestia shot into the air, a number of the ponies crying with the loss of their friend.

The world would not be the same without Princess Twilight Sparkle...

A Memory

“Mythril... used for the finest of armors... Adamantite... know for the sharpest and strongest of weapons... Orihalcon... a precious mineral that is a strong as one's soul...”

“Still working on that thing, I see.”

Starswirl turned to see the Element of Laughter, Discord climb into his tower. It was secluded high in the mountain range that overlooked Equestria, cluttered with artifacts, small mechanisms and many other contraptions, very few ponies even daring to scale it to meet with the distinguished magician.

“What is it this time?” the weathered mage wheezed, slowly walking toward his close friend. “Come to disrupt my studies again?”

“Is that any way to treat a dear old friend.” the draconequus said, sticking his snake tongue out at the wizard. The two gave the other a sharp glare for a moment or two before bursting into laughter and embracing the other.

“It's been some time, Discord.” the elderly stallion said in a hoarse whisper. “What is the world like?”

“You don't get much sunshine, do you, Starswirl?” the Element of Laughter taunted as he curled his long body over the elder pony's shoulder. “That must be quite a weapon, if you're using such powerful materials.” he said as he watched Starswirl meticulously combine ingredients. Fire hot enough to mold these metals was not easy to fuel. “You want to rule Equestria or something?” Discord hissed with a smile. Starswirl let out a small chuckle.

“You and your jokes.” he said as he slowly walked over to a wrought iron stove. Hot tea was brewing. “I think you should know what it is meant for.” he went on, pouring himself a cup. Discord's smile faded.

“The Alicorn Amulet disappeared without a trace.” Discord said seriously. “Something like that would not remain hidden for as long as it has been... it's possible it could have destroyed itself, being such a powerful object.”

“I considered that.” Starswirl said as he slowly returned to his magic fire. “But I can't help thinking something is amiss... something inside me says the Alicorn Amulet is not gone from his world...”

Discord knew Starswirl could be right. It wasn't long after the last great crisis that the Alicorn Amulet appeared mysterious... buried in the snow where the Crystal Empire once stood, far to Equestria's north.

“Strange you say that.” Discord said. “Princess Luna claims she has been hearing whispers as of late.”

“Unsurprising.” Starswirl grunted. They both knew how hard she took it when they learned her young pupil, Zerus, was trapped in the Crystal Empire when it faded away. He was likely dead by now, it had been so many years. Luna still missed the young colt dearly.

“So then, what do you think the rest of Equestria will think when they learn of the thing's power?” Discord quickly said, trying to change the subject. Starswirl shook his head.

“I haven't clue... but they know us to be the Elements of Harmony. I think they will not fear the weapon's power.” Discord didn't say anything. He hoped Starswirl was right. The ponies of Equestria were so easily swayed. “But enough of that, Discord... tell me...” Starswirl growled, turning, a serious look on his face. “Why did you really come here?” Discord frowned.

“You're dying, aren't you?” he said quietly. Starswirl wheezed and laughed.

“Am I really that transparent?” he said with a smile. Discord folded his arms as his friend spoke. “Yes, you're right... I am not an alicorn after all... come to think of it...” Starswirl said, turning back to his fire. “How is dear Celestia?” he asked. “I would have never thought such an unrefined and barely capable pony would ever be named the Element of Magic.”

“So you've said time and again.” Discord smirked. It was true. Celestia, a young alicorn princess, who was once barely able to preform the most basic of magics, was indeed named the Element of Magic. “Maybe she'll have a strong learning curve.” Discord mused. At this, both Discord and Starswirl laughed.

After a moment more of watching his friend, Discord turned to leave.

“Is there something you wanted to tell me, Discord?” Starswirl said without turning. Discord let out a low sigh.

“How long?” Discord said flatly. At this, Starswirl inhaled deeply.

“Ten years... maybe more.” he said, Discord huffing.

“You always were a terrible liar... but I suppose that's why you are the Element of Honesty.” Starswirl said nothing. He still felt as though he had betrayed Equestria by not telling the truth about the Crystal Empire. “For what it's worth,” Discord said, climbing through the giant window. “when you die, I don't think I will ever laugh again... not for the right reason, at least.” he said. With that, he glided out of the tower, leaving the weathered old stallion to his work.

Haunting

Fluttershy watched the sun start to dip toward the west. Cadence and Shining Armor were probably at Ponyville by now. As she walked down the marvelous halls of the Canterlot castle. As she started down the third floor corridor, she got a chill she knew well. Hurrying down to the end of the corridor, she unlocked the door (Celestia having trusted Fluttershy with the castle's skeleton key) at the end and found Discord in a floating bathtub, shrieking as he turned to see her enter.

“Do you mind!?” he spat as he covered himself with a bathrobe.

“What are you up to?” Fluttershy groaned as she watched him, narrowing her eyes.

“Just taking a show-”

“Don't lie to me, Discord!” Fluttershy snapped.

“I wasn't” the draconequus reiterated, wrapping himself up in his robe, snapping his fingers as the tub disappeared. “I always come up with my best schemes when taking a nice relaxing bubble bath.”

Fluttershy rolled her eyes and started off, Discord floating up beside her.

“Oh, what's got your wings in a flutter?” he sneered as they returned to the corridor.

“Celestia told me to keep an eye on you, and that's just what I'm gonna do. Hmph!” Discord snorted in disdain as they both stuck their snouts up at the other. True, he loved nothing more than to cause mayhem and malfeasance among the ponyfolk, but Fluttershy just had that quality he couldn't put his claw on that kept him in check. He only huffed as the duo left the corridor and walked across an archway, the afternoon air comfortably warm.

Fluttershy, however, was not bothered by Discord, but the thought of what might happen should anyone or anything attack Canterlot while everypony else was away. Entering the main keep, she felt her mind drift back to the same thoughts she had been turning over since that morning. She had no idea how long she would be keeping watch over Canterlot (Applejack and Rainbow Dash were going to be gone for at least a few days at Appleoosa). Discord obviously noticed this because he nudged her shoulder, catching her attention.

“What say you we hit the tavern?” he asked. “They know me there.”

“Sorry, I don't drink.” Fluttershy said quickly in her usual wispy voice.

“Fine, I'll drink for the both of us, just come along.” he responded, Fluttershy giving a small smile at this. Maybe spending time with the rest of Canterlot would pep her up. Just as they came to the main hall, Fluttershy heard a familiar sound. As a smile spread across her face, she raced to the nearest window (not covered by stained glass), watching a familiar friend glide gracefully through the sky.

“Philomena!” Fluttershy called, beaming at the regal phoenix as she flew past the Canterlot spires for the castle. It had been so long since Fluttershy had seen her. Just as she came for the battlements of the castle wall, she burst into flames, Fluttershy shrieking at this. Gasping as a pile of soot fell to the cobblestones below, Futtershy stared in awe. The phoenix didn't seem ill or decrepit like when they met before. Why would she just burst into flames now?

“There was an arrow.”

Fluttershy turned to Discord, her eyes welling, seeing the look of suspicion on his face.

“Somepony shot her.” he said in a low voice, Fluttershy's eyes widening at this statement.

“Wh-wh-why would-” was all she said before Discord shot out from the window, narrowing his eyes as he made his way for the Canterlot clock tower. He could see somepony rush inside the alcove on the side. Clearly this was the assassin. Slinking inside, Discord looked around the oily, gleaming gears, unable to hear any hoofsteps as the mechanisms churned and clacked.

“I know you're in here.” he said loudly, a large golden mallet appearing in his clawed hands. “Come on out.” he growled as he shot up a large cog to see if he could spot the assailant. Looking this way and that, he saw nothing. Just then, he turned quickly and caught a crossbow bolt with his eagle claw, glaring as he spied a pony standing on a platform above him, a crossbow fitted onto a saddle they wore and their face hidden under a blue hood.

“Gotcha.” he said as he shot for the pony, swinging his mallet down with incredible force as the unknown figured jumped out of the way, flipping a switch with his hoof that fired another bolt, Discord just barely dodging it. Lunging, Discord watched helplessly as the pony jumped screaming from the platform down into the black of the clock tower, reaching out too late for the falling stranger. Discord growled and shook his head. There was no way of determining who this assassin was now.

=====

The Entourage came to a stop just inside the courtyard walls as it returned to Canterlot, everypony eager to get some rest before they were off again. As the crew lined up for Celestia, she slowly made her way from the airship, still feeling slightly faint.

“Will you be okay, Princess?” Twilight asked as she joined her, Starlight and Flash Sentry saluting as they stepped into the courtyard.

“I'll be good as new as soon as I find Philomena.” the white alicorn breathed.

“You're pet phoenix?”

“My companion for many years.” Celestia stated. “Phoenix tears can heal most any wound of any kind, Twilight. You know this, I trust?”

“Of course.” the young alicorn responded. She had taken to studying phoenixes after the last time she encountered Philomena a year prior. As the two ascended the steps, they saw Princess Luna who was clearly waiting for them.

“I trust your meeting when well, Luna?” Celestia asked as she and Twilight came up beside her.

“As smooth as they could have gone, all things considered.” Luna said, Celestia raising an eyebrow at this. “We have far more important things to worry about right now, though.” she said as she entered the castle gates, Celestia and Twilight following her. “Discord gave chase to an unknown assassin...”

“An assassin!?” Twilight gasped, Celestia narrowing her eyes.

“Was he able to apprehend him?” she asked, Luna shaking her head.

“The assassin died while trying to escape in the clock tower, Discord giving chase.” Luna explained, Twilight getting a cold chill as she heard this knowledge.

“Who was the target?” Celestia asked as she followed the silent Luna into the grand hall, Fluttershy looking woefully saddened as she sat before a pedestal with something resting in it. As the alicorn trio came up on it, Twilight gasped loudly and Celestia glared at what they both saw. A shiny yellow egg with orange flame-like designs swirling over it.

“That settles it.” Celestia said as she levitated Philomena's egg from the pedestal. “Somepony must be tracking us for Tirek.”

“Princess, what-”

“A phoenix will revert back into an egg should it meet with an unnatural end, Princess Twilight.” Luna explained. “It's imperative we tend to the egg and keep it safe so that Philomena may hatch soon, without the threat of other hunter ponies.” Twilight nodded at this, Luna's words making sense.

“If you'll excuse me.” Celestia breathed as she hurried off with the phoenix egg. Twilight and Luna watched as she limped off silently for the steps to her study.

=====

Fluttershy, Pinkie and Rarity were all asleep early that night and Discord was at the local pub drinking it up with the Canterlot night life again. They were all enjoying some small peace. The same could not be said for Twilight, Starlight and Luna and Flash Sentry as the three mares debriefed him on his recent excursions in Luna's private study. Books lined the walls and a few portraits of historical ponies hung here and there as the three stood around a fancy writing desk in the middle of the study, Flash sitting at it.

“So...” Starlight began in a suspicious tone, Luna tending to a small fire in the fireplace that warmed up the spacious room surprisingly well. “How long has it been since you've actually been field training, bro?” Flash gave a deep sigh at this.

“Not since I last returned to Canterlot.” he confessed.

“Then what have you been doing?” Twilight asked slowly.

“I've been trawling the Equestrian outbacks.” the orange pegasus responded. Luna gave him a suspicious look as he said this.

“Why would you do such a thing without our assistance, Flash Sentry?” she asked.

“To keep a low profile, your highness.” he said politely. Flash was always courteous to the princesses. "Alone, I can keep my presence hidden... with others... not so much-"

“So... what have you been doing for the last three months, Flash?” Starlight asked as Luna paced the study. Flash gave a deep sigh at this.

“I first went out into the badlands to see if I could dig up anything on Tirek or the dragons.” he explained. “Eventually, I came to the baphotaur temple in the dessert.”

“They have a temple?” Twilight parroted. “I thought they were a nomadic people.”

“They are.” he responded. “They infrequently make pilgrimage to the temple for Lock-Nah to honor him or pay respects to other baphotaur monarchs.” he went on, Luna turning quickly as she heard this name. “Lock-Nah was the legendary baphotaur mystic and one of the ancient Elements of Harmony-”

“A baphotaur was an ancient Element of Harmony!?” Twilight gasped. “Princess Luna, why didn't you tell us that at Manehatten, or even when Tirek first came to Canterlot!?” At this, Luna bowed and gave a small sigh.

“We didn't think it was relevant at first, Twilight.” she explained. “We had no idea things would unfold quite like this, that this Tirek was such a cunning and methodical adversary... it would seem we underestimated him as well.” she said, her ears drooping, shame dripping in her words. Twilight pitied Luna. She seemed more and more saddened as of late. “Please excuse me.” she added quickly as she left her study, the other three watching. Before they could let her mind wander, Starlight turned back to Flash quickly.

“Flash, what did you learn out there?” she asked, Twilight knowing exactly what she was getting at.

“What do you-”

“Flash, you wouldn't have returned to Equestria if you didn't learn something while you were out there.” Twilight added. Flash wondered why he even thought to try and fool them to begin with.

“I learned that when Lock-Nah, the ancient Element of Loyalty died, the baphotaur kingdom split up into nomadic clans that traveled the badlands practicing their magics. There's a number of different clans, but they're all hard to find because they're constantly on the move... only the temple mystics and elders stay at the temple... They had no idea who Tirek was when I asked them about him.” This news didn't seem at all shocking to Twilight or Starlight. Flash inhaled deeply as he remembered what else the baphotaur had told him.

“I also learned... most baphotaur don't live much longer than 400 or 500 years old.” he said, watching the dying fire. While Starlight raised an eyebrow at this, Twilight's insides turned to ice.

“But... but Rainbow Dash said-”

“Tirek claims to be more than 1200 years old.” Flash finished, Starlight's eyes going wide at this as well. “If that's true... Tirek must posses more power than any of us thought.” Twilight couldn't find her voice. Starlight watched the moon high in the sky.

“I've been trailing Tirek ever since... with little luck in finding him-”

“You're lone wolfing it again!?" Starlight called "Flash, you're not a colt anymore! You can't possibly hope to fight Tirek by yourself! That's just insane-”

“I need to do something, sis.” he sighed, knowing she was right. “I can't leave Equestria alone... and I can't afford to give my cover away by setting out with a garrison.”

“But Flash, you don't need to search for him.” Twilight said. “We've got everypony out combing the land for Tirek-”

“It's not enough... my fellow ponies need me. I need to try to find Tirek too.” Flash said glumly.

“We're all in this together, Flash.” Starlight said. “You don't need to do this alone.”

“Please, Flash... Everypony needs you, but so do we.” she said, having fought the urge to instead say “I need you”. Flash inhaled deeply at this and rose to leave.

“Give me the night to think it over.” he sighed as he passed the ember-filled fireplace. Twilight and Starlight both thought the same thing as he left them in the study. He would be gone by sunrise.

=====

Luna stared at the Alicorn Amulet deep in the crystal mines, turning the same thought over and over in her head. She was considering a very risky gamble... she wanted to see him once more.

An Intermission at Ponyville

Shining Armor and Cadence walked through the streets of Ponyville, getting bows from everypony they saw. This happened often at both Canterlot and the Crystal empire, so it didn't bother them much.

“It's nice and quiet here.” Cadence said, Shining Armor nodding in agreement as they made their way to the Everfree Forest. They were unsure if they should investigate after what had recently happened. A number of ponies had taken to fleeing the town since word spread that Tirek had been sighted in the Everfree Forest and even attacked Zecora and Trixie. Just how close was he. Turning, they could see both of them were thinking the same thing.

“Maybe you can go in shifts?” Spike said in a chipper voice, making them both jump and turn to him.

“You really scared us there, Spike.” Shining Armor said, smiling nervously, Cadence giving a sigh of relief.

“Eh, I just saw you heading through town, I figured I'd see where you were going.” he said. “Then when you stopped just at the Everfree Forest, I kinda put together you were thinking about going together.” The two royal ponies were surprised. Spike was awfully smart of perceptive for his age. He had really grown up as of late.

“LOOK OUT! IT'S TIREK!” Spike screamed, dropping to the ground and covering his face, Shining Armor drawing the Harbinger Blade and Cadence powering her horn as they both turned to a black shape shooting down for them, but neither of them moved.

Spike cowered in the neatly trimmed grass, not daring to move as he heard total silence. After a moment, he felt his side nudged. Shaking like a leaf, slowly opening his eyes, he saw a black raven landed just feet away from them, pecking at the ground. His face flushed red.

“I think we have our lookout.” Shining Armor said, putting his hoof around the young dragon, Cadence giggling to herself as the raven flew off into the sky. “Keep Ponyville safe for us, okay Spike?” Shining Armor said as he left Spike and Cadence behind, stepping into the forest. Sighing, Cadence nodded to Spike as she left him behind for the forest. Spike sighed and kicked at the ground, starting back to Ponyville. He hoped they would be safe.

Coming back to the library, giving another sigh as he stepped through the door, Spike thought they were right to go together as he came to the stairs. Two ponies are better than one. Sighing, he climbed up onto Twilight's bed, closing his eyes, Owlowicious snoozing on his perch. He wished everypony would come home soon. He quickly drifted to sleep, still thinking about his friends.

Author's Note

Pretty much me telling you all I'm still working. Things are busy over here but I hope to have the story finished before Bronycon. Keep those fingers crossed, friends!

My Sanctuary

Twilight hurried into the wide, spacious room and looked all around her. This had to be the biggest library she had ever seen.

“This will be your room, young Twilight.” Celestia said, the little foal marveling at the rows upon rows of books stacked all around the room. “This was once an old observatory of Canterlot, but I think it will accommodate you perfectly as you study under me.” she said, smiling as Twilight could barely contain herself.

“This is the best bedroom I've ever seen!” the tiny pony cheered, looking to see all her luggage (including her newly hatched dragonling, whom she named Spike) had been loaded into her new dormatory.

“Be forewarned, Twilight, your magic will be put to the test like never before.” Celestia cautioned her newest pupil, little Twilight turning to her mentor. “You will become a great magician, but only through rigorous trial and error throughout your life. Do you understand?” Twilight bowed and smiled.

“I understand, your majesty.” she said. Turning back to her snoozing little dragon, Twilight smiled as she gave his tiny frills a stroke, Celestia beaming behind her.

“This is the happiest day of my life.” she said, her eyes welling just slightly with tears.

Author's Note

In loving memory of Tiffany "Kiki" Havivy