The Sun Has Fallen

by Clue Tzes

Rating: teen
Tags: Dark, Sad, Tragedy, Adventure
Length: 24861

With Canterlot in ruins and without a leader, Twilight is left to find her friends and take down a great evil she knows nothing about...

Twilight wakes up, memory gone, death and destruction around her, and a dress in ruins. After a painful ascent, she finds an unusual friend in their last moments who presents her with a quest to save everything and everypony she knows. It's up to her to find her scattered friends and put a stop to the evil that's soon to reign supreme in the now lawless land of Equestria. Can she do it or will she fall along the way? Find out in The Sun Has Fallen.

Published 1970-01-01 00:00:00 UTC
Last updated 2015-05-10 20:51:41 UTC

1 - The End of Chaos

The Sun has Fallen

Chapter 1: The Chaos Ends

By: Clue Tzes

She shook her head slowly, her ears still ringing as she climbed to her hooves. The ground around her had burn marks and the castle in front of her had holes in the walls, as if it had been attacked.

The castle…?

Looking down at her hooves, she saw bruises and scrapes on them, tattered bits of her dress still cloaking the upper parts.

My dress… Wh-where am I?

She quickly looked over her body at the rest of the outfit, the blue cape-like dress missing scraps here and there. The dress had lost its fluff, now resting directly on her back. Her friend would be angry that her dress for the Grand Galloping Gala had been ruined. She paused, trying to place the friend who had made it.

R-Rarity… Yes, that sounds about right but the Gala… Th-the Gala?!?! I haven’t gone to that for the past three years, why now…?

She kept thinking, trying to find the reason, “Come on…” she wondered aloud, trying to recall her own name, “T-Twilight! I’m Twilight Sparkle, Celestia’s favorite and only pupil… That’s right, but what am I doing here…? Everything since wasn’t just a dream or something, was it?”

Twilight fluttered her wings as she kept thinking, trying to see if there wasn’t any way she could prove to herself it wasn’t.

Wings… Good, it was all real. So why the Gala? Why would I come here after everything la-

Her thoughts cut short as all the memories came flooding back. As she was forced back to her knees in pain, she saw flashes of what had happened three years prior, Fluttershy went mad with the animals, Rarity had a bad date with a snooty prince, Rainbow Dash knocked down the statue trying to save it, Applejack tried to force her apples on to everypony there, and Pinkie Pie’s party etiquette wasn’t the same as the snobby ponies at that party. Celestia said the party was always dull and that Twilight and her friends had been the best thing to happen to it in years… Spike had been there too, except at the Donut Shop stuffing himself full of sprinkle-covered donuts in a fit of depression. Twilight giggled at the thought as she lie there, wincing as a sharp pain ran through her underside.

My friends, good. I remember them too. But wh-what happened to me? Where’s Spike, m-maybe he can he- her thoughts cut off as she gazed around, finally realizing she was alone on the path to the castle.

Debris and rubble were scattered around her, she assumed both had come from the castle walls. Curiosity urged her up once more and she began moving forward, giving a slight limp with each slow step. The large doors were cracked open, bits and pieces missing from the top. She began nudging the open one forward, moving into the entry hall slowly. Corpses scattered the ground inside, each surrounded by drying blood. The fancy-dressed, blood-stained bodies were in groups, as if they had been together at the time of their demise, with the occasional guard randomly scattered about.

Makes sense, it was a party. Something crashed it though, something terrible and deadly. What could have caused this…? Would the Princess kn-

“THE PRINCESS!?” Twilight shrieked, urging herself forward as quickly as she could with her limp.

She kept her gaze away from the bodies, her stomach churning at the mere thought of them lying there. She kept going, moving towards the staircase where the Princess would stand and greet the guests as they came up to her. Her mind flashed, remembering all the ponies she had to meet, back before she was royalty of any sort. She had still just been Twilight the try-hard student on a quest to understand friendship in Ponyville. She sighed as she reached the top of the staircase, finding it void of all but a single corpse, directly in front of where Celestia would’ve stood. Twilight stomped hard on the ground, tears forming in the corners of her eyes, partly from pain and partly from the frustrating lack of knowledge pertaining to her mentor and her friends’ locations.

She turned and went back down, fluttering her wings to help ease each step. They weren’t as sore, but they still hurt nonetheless. Moving to the side room, she quickly looked left and right to make sure nopony was waiting. On the left stood the empty area where a statue once stood, knocked down by a collaboration of Rarity, Blueblood and Rainbow Dash, the latter with good intentions. To her right the room extended, corpses and party decorations scattered among the walls. The decorations were off though; they weren’t what she remembered last time.

These streamers… Are those balloons…? All of these just scream… Pinkie Pie!

Another flash hit her, more memory coming back. Celestia had worked to make the Gala into something more different, less boring for her and others. She enlisted the best party planner the two cities had known, and then invited the friends to come too. She had had faith that they’d make it a truly grand Grand Galloping Gala, just like the last time.

Only the Gala doesn’t seem so grand now… So I know why we came, but I don’t know what happened…

Twilight moved up to the stage where the band had been set to play, their instruments still in their places, untouched. She sat next to a large cello, leaning back and resting on it as she felt her strength still barely returning. She kept trying to think and pull together any memories she could find about what happened, but all she could get out of herself was the letter from Celestia and the train ride up here. She began thinking back on the prior, tying to recall anything that would chain together with a further memory.

“Come on Spike,” Twilight said, “What’s the letter say!”

“Can you give me a second? I mean, I’m not only letting out scrolls,” he replied, rubbing his stomach as he stayed bent over the trashcan, expecting to get sick.

“As of now you have been, but of course this is what you get for not listening to me when I said not to eat those five rubies before bed!” Twilight scolded him, levitating the scroll to herself to read.

Dear Twilight,

I am inviting you once again to the Grand Galloping Gala.

Oh joy… Twilight mused to herself, rolling her eyes before continuing onward.

I know that you are already uninterested, but I also know that you will read any letter I send all the way through. This time things will be different because I hired a special party planner for this Gala and made her make a special promise she would not tell you anything about it until you received your tickets. I have sent you six tickets contained with this letter, your friend already has her own ticket stored in her mane; however she does that I will never understand but that is not the point of this letter. I hope you will not leave your friend, or your mentor, disappointed by not gracing us with your presence; after all, ponies have been wondering if Princess Twilight Sparkle will make an appearance this year. As a matter of fact, I believe I can still require you to come as an assignment but I will leave it up to you to decide.

Yours jokingly,

Princess Celestia

Twilight groaned as she pulled the tickets out of the envelope to look at them, “I think Celestia and Pinkie Pie would be good friends, as much as Celestia likes to tease and torment with her jokes… When is this thing anyways,” she asked herself as she looked for the date on the back, “T-tonight?! I-I need to go get the girls. Spike, hold down the library tonight if you’re not feeling well enough to go, I’ve got a Gala to attend!” Then she tossed Spike his ticket and had sprinted out, leaving the unconscious baby dragon behind.

That was all she could get at the time, but why had Celestia wanted her to come so bad? Maybe it was due to her being royalty now, but to have Pinkie plan this party didn’t make much sense.

I guess I should’ve known this was Pinkie’s work after all…

Balloons and streamers decorated the walls and ceiling while popped and torn versions of both coated the floor. She noticed two wheel marks on the ground, partially covered by the ruined decorations, obviously from Pinkie’s Party Cannon.

“I bet it looked beautiful Pinkie…” Twilight whispered aloud sadly, desperately breaking the silence, as tears came to her eyes, “Wh-where is everyone…”

She lowered her head and wiped away the tears with her wings, now wasn’t the time for crying. She began trying to think, what could’ve caused this? She quickly used a spell to summon herself a pencil and notebook, causing her head to hurt once more. Fighting through the pain she used her magic to quickly write a checklist composed of a few things. First on the list were her friends and the two princesses, next came finding out what had happened and last came stopping whatever it was. She thought for a few seconds before quickly scribbling down Summon Discord.

He has power, just like Celestia and Luna did, and it’d be very hard for Celestia to let him come and keep the guests from panicking so he’ll be my best bet at getting help. I can’t do much of anything without my magic causing my head to bring me to my knees though.

Twilight began breathing slowly in preparation for the pain, focusing everything she had on her thoughts as she began casting the summoning spell for Discord. As it began, her horn suddenly stopped glowing which only meant one thing.

Discord’s already here… b-but he didn’t do this… He c-couldn’t have, right?!

Twilight quickly amended the final object in her notebook, crossing out the word Summon and replacing it with Find before putting it on her back and climbing off of the stage. The first step she took landed her in a small bit of blood, causing her to stare at her hoof in grim silence. She quickly brought her other hoof up to her mouth, on the verge of throwing up as she pulled the one hoof from the puddle and shook it rapidly, getting what she could off.

Ew ew ew! I-I… I’m going to pass out… wh-whose blood did I-I step in?!?

She quickly gazed up to make sure the victim in question wasn’t one of her friends or anypony else she knew but stopped as soon as she looked. There was no corpse creating the blood she had stepped in, only a trail leading up a set of stairs next to the stage. Twilight sighed to herself and wiped the rest of the blood off of her and onto a decimated streamer. As she silently apologized to Pinkie, she began limping her way towards the stairs, following the trail as she did. She looked up the staircase and decided it was dark enough for her to have to light her way. She lit her horn and began to ascend the stairs to whatever waited above.

Stairs… I think I…

Before the thought could finish she fell to the ground, doing her best not to slide down the stairs as another memory pushing through caused her head to enflame in a searing pain.

“I can’t believe you got to set up for the Gala, Pinkie! That must’ve been quite the enchanting experience!” Rarity told Pinkie as they climbed off the train.

“I know! Celestia told me she absolutely loved it and that it was perfect in every way! She even let me use my Party Cannon! She was acting a bit weird though, and then she told me she was just a little teensy bit nervous, but I corrected her and let her know she was nervouscited!” Pinkie exclaimed bouncing after her friend.

“Still not a word,” Twilight told her.

“Word or not, I’m still awe-struck we got everything done in time! I mean, I know we’ve worn them before, but nopony will remember the dresses we wore over three years ago… The most surprising thing of all was that you of all ponies had kept yours Rainbow Dash,” Rarity said, grinning at the pegasus above her.

“W-well uh, y-you’re my friend, that’s why I kept it!” she blatantly lied, her face reddening in embarrassment.

“I find it adorable Rainbow Dash,” Fluttershy whispered, walking next to Rarity.

“Come on, even ah can admit ah like to wear the occasional girly stuff Rainbow, and ya know me well enough to know most ponies wouldn’t expect that of me,” Applejack explained, trying to coax her into telling the truth.

“Alright, maybe I do like it a little bit…” Dash grumbled to Applejack.

Twilight giggled as they made the rest of their way up to the castle doors. They climbed the staircase as the doors opened, a bright light shining-

-from my horn…

Twilight gazed up at her lighted horn as the memory cut off before she saw what was casting the light. She picked herself up and continued climbing the stairs until she reached the top. A heavy looking oak door blocked her off from the rest of the trail. She put her hooves against it and began shoving, most of her strength returned to her now, hearing it slowly creak open. She pushed it about halfway open before falling through it, barely missing the trail of blood as she landed. She quickly scrambled back up and shone her light ahead, finding herself face to face with-

Discord was on the other side of the castle doors, opening them for them.

“Well, well, I see the Princess is finally out of her stable,” He mused, curling himself around Twilight. “It’s such a nice treat to see the six friends all together for a good time!”

“D-Discord, why are you here!?” Twilight asked in shock.

“Well, Celestia thought it only seemed fair that I come to a party fit for only the most esteemed guests. You six are on the list, correct?” He asked, materializing a book out of thin air and pulling reading glasses from behind his back and putting them on as he leafed through it.

“W-we have tickets after all Discord,” Fluttershy told him, holding hers up.

He took it and bit it before pulling on it some and watching it bend, “Your ticket checks out and look here! You are on the list! What a delight!” Discord cheered, showing them crudely drawn pictures of themselves in the book before causing it to disappear. “And dear Fluttershy, I told you, you can call me Dissy, we are friends after all!” He let his claw crawl up her beck and scratch behind her ear as she nuzzled against it.

The others awkwardly stared before Rainbow Dash finally spoke up, “M-maybe we should get in, I think the Princess wanted to see Twilight and us.”

“Hmph, nobody has seen that elusive Princess all night. Even her socially inept sister has mingled some, so good luck with that. I’ll hopefully see you all again inside!” He curled up against Rarity, “And don’t worry, I’m on the lookout for any rough royalty as long as you save me first dance.”

Rarity giggled awkwardly, “S-sure, I’ll most certainly keep that in mind!” She quickly made her way through the doors, her friends following close behind.

Twilight was suddenly pulled back towards Discord, whose mouth detached and made its way up to her ear, whispering, “Between you and me, I’d keep a lookout for anything at all if I were you. Something is off here but I can’t put my claw, paw, or hoof on it. Know though that since I’m your friend and all, I’ll make sure your back is covered.” Discord finished, pulling out a blanket and covering Twilight’s back.

“Alright Discord, hopefully I can trust you,” Twilight told him before entering the Gala and seeing-

Nothing but darkness. After shaking herself from the memory again, she looked for the blood trail and began following it through the room. Statues of armor lined it on either side of her, making it look more like a hallway than a room. The blood trail moved to the right, leading to a cracked open door next to a toppled suit. She sat on the now-vacant stand, pulling the notebook off of her back and beginning to take down notes. She scribbled down what she had remembered so far in the hopes she wouldn’t forget again, but she knew she needed a back-up just in case. She closed it after scribbling for a few minutes and put it back on her back, deciding to rip a bit of her dress off and tie it on her.

Better than doing a balancing act with it… The dress is already ruined; I hope Rarity doesn’t mind it getting a little worse.

Twilight stood back up and used her magic to move the fallen armor aside, putting it back up in its place. She walked to the door at a normal pace, her strength now fully returned and her wounds not aching as badly, and nudge it open the rest of the way. She shone her light throughout the entire room, seeing that whatever was leading the trail had to be in here. Following it with her eyes, she saw a huddled mass in the corner, shivering. As she got closer she saw it was surrounded by-

Ponies everywhere in the hall. Twilight made her way up the stairs to where Celestia would normally stand, seeing one pony waiting there with a bored look on his face.

“Um, excuse me,” Twilight said, “How long have you been waiting here?”

“Since the start of the Gala… I wanted to be the first to shake the Princess’ hoof, but she hasn’t shown up…” The green, tuxedo wearing pony replied.

“Well, I’m not Celestia but I’m still a Princess, if it matters,” Twilight said with a reassuring smile, holding out her hoof.

The pony took it and shook it gently, “Thank you Princess Twilight. I still wish to wait for Celestia nonetheless.” He turned away from Twilight unaware he’d wait the rest of his short life.

Twilight kept ascending the staircase, looking for Celestia’s room as it led into a hallway. Looking left and right, she saw Celestia’s tail disappear through a halfway open door and decided to follow her. Twilight quickened her pace as she went towards the doorway and began pushing it open, the sight on the other side causing her to recoil.

Celestia was looking through a book, muttering to herself as her eyes lit bright red. Twilight took a step back and immediately regretted it as her mentor snapped the book shut her stared directly at her, her teeth bared and a psychotic look on her face. Her eyes were still red but not glowing as she got to her hooves and began moving towards Twilight.

“My star student,” Celestia began, her voice raspy and low, “The guest of honor has arrived I see. Just in time to watch Equestria fall. There will be no one there to stop me now once I take you out of the picture.”

Twilight slammed the door shut and ran as Celestia’s horn glowed in a mix of her normal aura along with the same shade red as her eyes. The door blew off behind her as Celestia let out an earsplitting screech, beginning to take chase after Twilight, blasting another shot of magic at her. Twilight turned a corner, the spell barely missing as she heard the Princess screech once more. With fear circulating through her body like blood, she bounded out into the Gala, her friends waiting for her right in front of the still-waiting stallion.

“Twi’, ya look like ya saw a ghost or somethin’” Applejack said.

“We have to go now! I-I don’t know how to explain it but something is wrong with Celestia. Sh-SHE TRIED TO KILL ME!” Twilight screamed, the music cutting short and everypony staring right at her.

“Calm down dear, you’re making quite the scene,” Rarity told her, putting a hoof on her shoulder, “Maybe you’re just mistaken?”

Before Twilight could explain she wasn’t, the door behind them was blasted off its hinges as Celestia stepped through, her evil gaze and smile still on her face as she stared directly at Twilight and her friends, “YOU WILL ALL WATCH AS YOU FALL PREY TO THE NEW EQUESTRIA!” Celestia shouted, her horn glowing once more.

They all huddled together as Celestia shot her blast of magic right at them. They could see the lust for-

Blood. She wanted it from us. Then everything went black… Why Celestia… WHY?!?!

Twilight cringed, tears from pain joining the ones caused by the memory of her mentor as she got up again, the blood surrounding the creature still where it was. She set a hoof on its back as she lit her horn again.

The creature turned its head and looked directly at Twilight, “A-and here I thought you didn’t like me…” Discord mused, blood running down from the corner of his mouth as he coughed into his claw.

Twilight looked over the God of Chaos, noticing one of his horns was missing as well as his hoof. Gashes and bruises covered his multi-species body with blood coming out a few of his wounds. She softly caressed his cheek, even more tears in her eyes now as he looked back weakly.

“Wh-what happened?” She asked him.

“Before… Celestia attacked you… I teleported you and your friends out of there… I don’t know where they went... E-except for Fluttershy… I made sure she went to m-my house so she was safe… I-I couldn’t do that for all of you but she was the first one I thought of… Your friends aren’t any farther than the Everfree Forest though,” Discord paused as he coughed up more blood, “A-and even then, n-now that I’ll be out of the picture, you can have your harmony… No m-more chaos… S-so you can have your fun without me, evil old Discord n-now,” Discord coughed a few more times as he set his paw on Twilight’s hoof.

“D-Discord no, p-please… You’re supposed to b-be immortal… A-and I like your chaos no matter how much it seems I don’t… I-it may be irresponsible, b-but it’s exciting… a-and without you things won’t be the same…” Twilight wrapped her hooves around Discord as a few tears feel from her eyes.

“Spoken like a true friend Twilight… N-no matter what though, I’m done for… She was too much… I-it was terrible. After all of you were safe she just… attacked e-everypony and then I tried to st-stop her… She did me in well… I barely got up here to hide…” Discord whispered, crying softly as well.

Twilight moved back a few steps and closed her eyes tightly as she focused her magic, “I-I can fix you… I know tons of sp-spells,” she said as she began casting healing spell after healing spell, each one leaving her more hopeless than the last. She lied down on the ground, weakly casting them as she held back more tears, “I c-can fix you, r-right…? You don’t h-have to d-die… r-right?”

Discord set his claw on Twilight’s mane, stroking it softly, “You can’t fix what’s always been broken my dear… And sometimes it’s better not to…” He gave a harsh cough, wheezing some with it. “I-I’d love to help you and all, b-but unless you have some way to make time’s effect on my wounds stop, you’re on your own.”

Twilight perked up, hope in her bloodshot eyes, “I’ll go get the Elements of Harmony a-and I can turn you back to stone until we find a w-way to fix you!”

Discord gave a half-hearted chuckle as he pulled Twilight to him again, “You gave them up, r-remember? And even then, by the time you did find all of your friends, I’ll be long gone and making chaos for ponies elsewhere.”

Twilight whimpered softly and rested her head against Discord, “Wh-why did she do this? O-of all the ponies to do this, why Celestia?” Twilight began silently crying as the draconequis shivered in her hooves.

“You’ll have to find out for yourself k-kiddo, this is Discord’s final show,” he said, pulling out a violin and playing softly as it fell apart in his grip. “Figures… I have faith in you Twilight, I’m sure everypony d-does,” Discord winced again and Twilight could feel him nearing the edge of life, “Just find your friends and Luna if she escaped. Which it’s almost certain she did because even she wouldn’t be so foolish to try to fight her sister when she’s that powerful. So odds are she’s somewhere too, maybe the moon again,” he chuckled weakly, “And tell Fluttershy I said goodbye, the same goes for the rest of your friends but I mean her especially. She really did open my eyes to what I could have by actually being more restrained and good with my powers, I only wish I saw it sooner…” Discord began coughing violently before suddenly stopping, his eyes closed.

Twilight nudged him with her hoof, the worst coursing through her mind, “D-Discord?!”

He gasped and rose up a bit, “Sorry, dying hurts a bit,” he said sarcastically as he barely managed to roll his eyes. “But, if you’re gonna find Fluttershy first, which I assume you will since you actually know where she is, you’re going to need to know where I live… But be warned, my house is more violent than one would assume, so tread carefully T-Twilight. I’ll tell you exactly where to find my home,” Discord said before poking her horn gently, sending a small jolt through her body, “There we go…” Discord managed before lying back down and sighing, “Well, here I go actually…”

“Th-thank you Discord, you saved us and we owe you everything for it,” Twilight whispered clutching on to him tighter.

“And I th-thank all of you as well… Now I hope to see you again one day… Goodbye Twilight Sp-Sparkle…” Discord said before taking his final breath and losing the last of his life.

Twilight gently closed his eyes as she watched a small ghost form of Discord float up, waving solemnly at her, “G-goodbye Discord,” she said, fully crying as she waved back, the deceased draconequis in her hooves.

After a while, Twilight let go of him, letting his body lie limp on the floor as she retreated to the prior room. She knew where Discord lived, so she had a jumping off point for her journey. She didn’t know what she planned to do; all she knew was that she didn’t have too much time to do it. She walked out of Celestia’s Castle through the same doors she had entered from and began making her way in the direction of the chaotic home known as Discord Manor.

End Chapter 1

2 - The Queen of Chaos

The Sun has Fallen

Chapter 2: The Queen of Chaos

By: Clue Tzes

Twilight shut the doors behind her, leaving the palace of death and despair behind her. Walking along the battle-torn and debris covered path in the direction of Canterlot, she heard the pitter patter of scurrying feet. She stopped, looking around, beginning to focus her magic just in case she had to defend herself.

Please don’t let me have to fight anypony… I’m still too weak to do this…

Looking around her surroundings for the source of the running, she saw no one in the darkness. Pushing the thought away as just her fears, she began walking again only to have the running start back up once more, closer this time.

Here goes nothing…

“Who’s out there?!” Twilight said in panic, “Leave me alone or I’ll make sure you regret it!”

It’d be nice if I could say that and mean it…

The footsteps stopped again quickly, “T-Twilight?” She heard from her side.

Twilight turned in the direction of the voice, seeing nothing but a few bushes, “Spike?”

He quickly climbed out of the bushes and rushed to her, clinging to her tightly, “Twilight, thank Celestia it’s you!” Twilight winced at the name but stayed silent as Spike continued, “I was on my way here when I heard ponies in the castle screaming. I barely had time to hide before things started falling apart, then suddenly you showed up. I-I thought you were dead so I ran away… I barely got the courage to come back up and check on you to see for sure, and boy am I glad I did.”

Twilight smiled a bit, putting a hoof around the baby dragon and holding him close, “As am I Spike… I’m glad there’s at least one more friendly face here after what’s happened.”

“One more? Who else is here? What’s even going on!? Canterlot is in panic and the castle looks like it was in a war!” Spike clutched to her tighter, shivering even more, “Sorry Twilight, I’m just scared…”

“Me too Spike, me too… But it’s up to us to fix it all,” Twilight told him as she pulled the notebook off of her back to write more down.

“I brought your saddle-satchels if you want them, maybe it’d be easier to carry that that way,” Spike said, running back into the bushes and coming back with the 6 Cutie Mark adorned bags.

Twilight shed the dress and levitated hers onto her back, stuffing the others into the left side, “Thank you Spike, but why’d you bring these? The Grand Galloping Gala is a formal event… Ponies would have ridiculed me for wearing this at the thing.” She looked away and quickly began to write in the notebook when Spike spoke up.

“Does that really matter anymore? I mean, I still don’t know what happened but from the looks of things, the bags wouldn’t have mattered in the end. At least I’m doing my job as your assistant, and speaking of which,” he leapt up and snatched the pencil and notebook from her magical grasp before climbing onto her back, “Tell me what to write and I will, as long as you tell me what all happened.”

Twilight sighed in anger. Spike’s curiosity is getting the best of him again. Go figure.

“Fine, write down Fluttershy, Rainbow Dash, Applejack, Pinkie Pie, and Rarity,” she thought for a moment, “and Luna. Make sure you leave ample room next to their names,” Twilight told him, suppressing the realization of how much she had to do. “Now Spike, are you sure you want to hear about this? It’s something even I can barely handle…”

Spike began writing down the list, leaning forward on Twilight’s back, “Well, if I’m going to help you do whatever it is you need to, then yes.”

“Alright, don’t say I didn’t warn you. Hurry up and finish writing though, we need to fly for a bit, but I’ll need a few breaks along the way,” she warned him, spreading her wings in preparation.

“Oh man, I better hold on tight,” he told her while laughing, putting the notebook away in her bag and wrapping his arms around her neck.

“If you’d like we could fly upside-down,” she mused to him as she began flying into the evening skies in the direction of the Everfree Forest. “Well, listen up Spike, because it’s going to get pretty dark…”

Spike nodded, clutching onto Twilight for dear life as he listened to the tragic telling of what happened. His interest was at a max, from Discord’s warning at the start, to Celestia’s attack on Twilight, and then to Discord’s death. He shed a tear when he heard the last part, even though he’d never had much to do with Discord, it still hurt him to hear a friend of Twilight’s had died. Then Twilight told him where they were going and his eyes shot wide open.

“Wait, Fluttershy’s inside Discord’s house?! Do you know how dangerous that could be? Even then, she’s all alone in a house she’s been to probably a claw-full of times. She has to be scared beyond belief!” Spike frantically told Twilight.

“I know Spike, but Discord was smart about things at least. It could be much worse for Fluttershy keep in mind. At least we know where she is, unlike the others…” Twilight let out a sad sigh, lowering her head some as she flew.

“Well, seeing as we’ve gotten out of spots tougher than this before, I’m sure we’ll be fine! What’s the worst that could happen? Ya know?”

“The pony I’ve looked up to and followed my whole life, who just so happens to be one of the most powerful alicorns in existence has something wrong with her, keeping her from being herself and going on a mass killing spree, including, but not limited to, my friends and I?” Twilight looked behind her at Spike with a glare.

“Well, if you want to be negative about it I suppose you’re right,” Spike grumbled while deciding to keep his mouth shut so he didn’t have to deal with Twilight’s anger anymore.

“I’m not being negative, I’m being… honest…” Twilight let out another sigh.

After a few more minutes of flying in the now-morning light, she noticed a speck off in the distance and realized it must be Discord’s house. Picking up her speed, she finally decided to look down, to see what they were above, and nearly stopped flying altogether had it not meant she would’ve perished right there. Below her was a huge chasm in the ground, dry and dusty land on either side of it. The pit had no visible bottom, striking even more fear into Twilight.

Please don’t decide to fail now wings… Please!

After a few more seconds she reached the speck, still above the chasm, and floated there confused.

“Is this it…? It looked so much larger from far away. It doesn’t make sense that it’s this small…” Spike wondered.

Twilight looked the single brown tile, no more than a foot high and a foot wide, unsure what to do now. Her initial idea was a revealing spell, but after a few seconds, she realized that wouldn’t work. Giving it more thought, she tried to levitate the square, but yet again she was faced with no progress whatsoever.

I literally have no idea what spell to use on this thing… The longer I sit here flying the more tired I’m getting… He sent me all the way out here for a stupid speck! With his last words, in a time of crisis, HE STILL PLAYED A DAMN JOKE!

Twilight swung her hoof out, hitting the square as hard as she could. It pressed inward a bit, causing a deep chime to boom through the air. As it rang, color and texture began spilling out from around the button, forming a three-story house with varying widths and windows in front of her eyes. She and Spike stayed there in mid-air, mouths agape in disbelief at what just happened in front of them. The last bit of emptiness to the right of the button filled in last, revealing a large set of red double doors, with a large stone doorknocker in the shape of Discord’s head, except with the eyes closed and a ring through its nose, in the middle.

“Twilight, what was that?” Spike asked quietly.

“It was a doorbell… seriously? I can’t even think of words to describe how dumb I feel…” Twilight told Spike as she landed on the floating front porch in front of her.

The doorknockers eyes shot open at her voice, smacking its lips softly as if waking up, “Oh? We have visitors? Well, my master isn’t in right now so be gone. Even if he was here I’d tell you the same!” It spoke, in Discord’s voice, with a soft chuckle.

“Look, our friend is inside there. We need to get her quickly!” Twilight told it.

“You mean Miss Fluttershy? Oh she is such a delight to have around here! As to how she got by me, well that’s a mystery, but a magnificent one at that. I’m afraid I still can’t let you in without my Master’s permission…”

Twilight bit her lip in agitation, “I don’t care what Discord said about letting ponies in or not, we’re his friends so please let us in.”

The doorknocker shook its head, “Nope, I’m afraid I can’t let you in here Twilight, no matter how good of a friend you are to my Master Discord. Without his say so, there is no go.”

Twilight growled, more anger beginning to flow through her, “Look, he can’t give me his permission-“

“Then I can’t give you a way into this house!” Doorknocker Discord interrupted.

Twilight got close to the stone Discord head, rage flowing through her now, “YOUR MASTER IS DEAD! THAT’S WHY HE CAN’T GIVE ME HIS PERMISSION!”

Doorknocker Discord’s jaw dropped, his eyes beginning to water with stone tears, “D-Discord is dead…? A-alright, I’ll go ahead and l-let you in for your friend, but just promise me one thing…”

“Er, sure?” Twilight said, puzzled as to how a doorknocker could have a request.

“Don’t let the house hear about Discord’s demise… The consequences of that would be extremely grim.”

“Alright? I won’t let the house find out about this, I promise.” Twilight turned back to look at Spike who was mid-facepalm. “Ahem!”

“Oh, right, I promise too,” Spike told them.

“Alright but be warned, even though I let you in the house won’t be too friendly to strangers. So find your friend and quickly.”

Twilight nodded and watched Doorknocker Discord’s face split down the middle as the doors slowly opened inward, revealing nothing but darkness. Twilight lit her horn, and after confirming a floor did exist, she stepped into the house. The doors immediately slammed shut behind her and light flooded the room. She was standing on a checkerboard floor, watching as checkers bounced along the squares off in the distance. Above her, the ceiling was a literal spiral, constantly swirling inward with colors of yellow and pink.

Man, he and Fluttershy really are good friends, aren’t they? Unless the colors were just coincidence though, which knowing Discord, I doubt.

She shook her head, trying to get rid of the momentary dizziness invoked by the ceiling. Also ahead of her were a few upside-down and right-side up staircases, as well as a chair surrounded by two tables next to a curtain and two windows. To her left and right were two identical doorways, both with Discord shaped openings.

Not the modest type, was he?

 Turning back around towards the doors behind her, she came face to face with Doorknocker Discord again. He simply smiled at her.

“Hello again Twilight!” He said cheerfully.

“What good is a doorknocker inside the house?” she asked in confusion.

“What good is a doorknocker when you have hands and hooves?” He quickly shot back.

“Good point, we’ll be going now. See you later,” she told it, quickly turning and trotting towards the nearest right-side up staircase, beginning to climb it.

“Twilight, my head hurts…” Spike whispered.

“Mine too… Unfortunately this is only the front hall…”

After a few more minutes of climbing, Twilight still couldn’t see an end to the staircase. She decided to turn back and go the other way, only to find herself still on the same step she started on.

“But… I… we…” she muttered, feeling her sanity tearing at the seams.

“Logic goes nowhere here; it’s chaos you have to embrace to get where you want to go!” Doorknocker Discord shouted through his amused giggling.

“Go figure,” Spike grumbled, holding on to Twilight tightly to keep from falling off.

“If you want a guide…” the doorknocker shouted before disappearing and reappearing on the ground right in front of them.

Twilight shrieked and leapt into the air, flying in place as she looked at the stone head, noticing a few startled checkers hopping over one another to hide, “Ok, fine, you can follow us and help us…” she managed to tell it as she tried to slow her breathing.

Spike gave a weak sigh and passed out on Twilight’s back, the house already proving too much for him. Twilight cast a spell on her saddle-satchels, manipulating the connector strap to extend and wrap around him snugly, making sure he wouldn’t fall off. The doorknocker rolled his eyes in impatience, immediately receiving a glare from Twilight as she landed once more.

“Sorrrry,” it said sarcastically, “So, ready to begin?”

Twilight let out a sigh of disgust and agitation but nodded her head slowly, “Fine, where to first?”

“Why the kitchen of course! This house would be tasteless without one, so we might as well go there,” the doorknocker mused, sliding along the floor next to Twilight as they went through a doorway to the left of the front door.

She began making her way down the hallway, following Doorknocker Discord as he slid along the brick floor ahead of her. After they had made it about halfway through, she felt Spike tugging on her back and turned to look. She nearly shrieked in terror at the sight; Spike was floating upwards off of her back, still asleep. As she began panicking, she noticed the doorway they had entered from was upside-down, but the hallway they had followed slowly twisted around to meet it. Now with a dumbfounded look on her face, she clutched Spike to her with her magic, making sure her saddle-satchels stayed shut as well. After a few more minutes, they’d reached the other end, now right-side up, where they found the kitchen.

“Well, here we are!” The doorknocker said, gliding up onto a wall right inside, “I’ll let you explore a bit, so enjoy.”

Twilight nodded and looked around the room, seeing a lot of things out of place. To her left was a gleaming, white table, which was constantly changing its height. Across from that was a sink, constantly turning its water on and off as sponges kept jumping in the bubbly pool it created. Most of the walls were pale blue, aside from a grey area which slowly turned into a pure black. What struck her as the most out of place was the fact that numerous appliances surrounded the refrigerator as its top door open and shut wildly, as if giving commands to the others. She approached slowly, only to be stopped by Doorknocker Discord.

“Don’t get too much closer, the fridge seems to have wrestled control from the stove and dishwasher. That must’ve been a horrid battle… but nevertheless, the fridge is the least friendly ruler of the three. It preaches revenge for its kind, in the sense of everypony eats what’s inside them, so why not do the reverse? It’s a gruesome and perverse sort of poetic justice if you ask me,” it whispered to her as they watched it continue opening and closing its door.

“That’s quite the chilly situation,” Spike spoke up from behind her, “Now please untie me…”

The doorknocker looked at Twilight nodded towards Spike as she untied him from her back, “Why can’t you be more like him? You haven’t smiled or cracked a single joke this whole time and honestly it’s making me feel like a terrible host.”

“I’m sorry; the situation at hoof is a bit more severe… Maybe another time,” she said, lowering her head.

Spike and Doorknocker Discord exchanged worried glances before Spike spoke up, “Maybe we could find the stove and dishwasher and ask them for help in finding Fluttershy?”

“Hmm, I suppose so. If I’m correct, they’ve been banished to the Pantry of Peril, over there to the left of the sink,” the doorknocker explained.

Twilight looked at the sink, following the pale blue wall as is slowly turned to gray and then to black where it surrounded the pantry. The rest of the kitchen looked clean and tidy, especially for how large it was and how chaotic the ex-owner was, except for this. The door itself was dusty and looked like it was rotting. The door knob had chips in it and seemed to be missing a screw while the door itself was still in one piece.

“I’ll go in there and see if I can’t find them…” Twilight said, moving along the floor towards it.

Spike stayed back with the doorknocker, “So is the pantry really that bad?”

“Goodness no, these things are like children unless it comes to fighting. It’s literally just an ordinary pantry that they’ve ordered the cleaning supplies to neglect so it can look like so… They use it as a prison for their games, I only fear the day they stop taking prisoners and start taking each other’s lives…”

“These are some dark things for a kitchen…”

“You haven’t seen how dark they burn the toast…”

Twilight reached the pantry quickly, noticing Spike letting her go it alone. Tugging the door open with her magic, she looked inside, finding the pantry big enough for maybe three or four ponies to enter comfortably. The food was stocked evenly and organized, to Twilight’s surprise, and nothing seemed to be alive, save for the stove and dishwasher off in the corner together, facing away from her.

“Um, excuse me?” She asked quietly.

They both turned, facing her without a single door movement.

“I’m not here to hurt you, my name’s Twilight Sparkle and I was just curious if you’ve seen a yellow pony around here with wings, a pink mane and tail, and three butterflies for a Cutie Mark?”

The appliances faced one another, quickly opening and shutting their doors a few inches, as if whispering. After a few moments they turned and face Twilight, hopping lightly as they excitedly moved their doors.

Twilight couldn’t help but giggle at how adorable they were, if only she could understand them…

Oh! I’ve got just the spell for this!

She focused and cast a translation spell on herself, the effects immediately kicking in.

“We’ve seen her, we’ve seen her! We know exactly where she is!” The dishwasher said in her watery tone.

“Oh, what’s the point…? She can’t understand us anyways!” The stove said, his English tone sizzling as he spoke.

“Actually, I can now,” Twilight told them, causing their doors to drop open.

“She can! Oh glorious Discord she can!” The dishwasher cheered, bouncing in place more.

“Good, now she can help us sort out our problem,” the stove told the dishwasher.

“Your problem? Is it that fridge out there?” Twilight asked, looking back outside through the cracked pantry door.

“Spot on Miss Sparkle! Normally we’d just wait our turn to take him down again, but this time he means to turn us off permanently… He isn’t stopping there though. You see, he plans to take over the kitchen first, and then slowly spread his reign throughout the whole house…”

“Maybe even more if he’s brave enough!” The dishwasher said in fear.

“How hard can it be to stop him? I mean, he is just a fridge after all…” Twilight said.

“Maybe not for you, but for us it’s hard. We don’t have magic or wings or even appendages! So getting behind him to switch him off and bust the switch would be next to impossible…” The dishwasher whined, water leaking out of its dials.

“I’ll help you as long as you promise to tell me where my friend is, understood?”

“A modest proposal which we will gladly accept!” The stove replied, his burners turning on in happiness.

Twilight peeked out and motioned for Spike to come into the pantry. He quickly ran over and after Twilight explained the situation, he agreed to help.

“You can seriously understand them?” he asked with a  dumbfounded look, “What do you need me to do?”

“By gods, she has her own soldier! I think we’ll finally have a lifetime of peace Washy!” The stove said brushing up against the dishwasher.

“Oh Flarence, I’m so excited!” Washy said, brushing back against it.

Twilight rolled her eyes without surprise, “Are you two married or something? I mean, I don’t see any rings or anything or even know where they’d be…”

“We are, but that cheeky bugger in there stole them the last time he put us in here and had the blender destroy them. But Washy and I don’t need rings to know we’re together… It’s never the physical representation that matters as long as there’s emotion involved,” Flarence explained.

Twilight smiled at them and turned back to Spike, “You distract the smaller appliances while… Flarence and Washy distract the fridge so I can get behind him and turn him off for good.”

Spike nodded, “I hope I don’t get blended or tickled by an egg beater,” Spike said, beginning to chuckle.

“Spike, just do this for them, please?”

“I will Twilight; just trying to have a little fun is all…”

“Alright, whenever you two are ready we can begin…”

“Good, let’s go get that bastard Freezy!” Flarence said, even more sizzling in his voice.

Twilight opened the door, letting Spike go out towards the smaller appliances. At first, only a mixer and an electric knife noticed him shouting at them all, and turned towards him. After a few more minutes he got annoyed, shouting as loud as he could, fire shooting from his mouth.

“I SAID HEY YOU THINGS!”

Everything stopped moving their lids and parts to stare at him.

“Who, uh, wants to go make an awesome meal?” He asked nervously.

A blender whirred a little, facing the others who simply opened or moved a little in response before turning back towards Spike and jumping gleefully. Spike rolled his eyes and waved for them to follow him as he walked down the hallway Twilight had carried him down, Doorknocker Discord chuckling as he glided along the wall, watching the parade. The refrigerator angrily opened and slammed his door, letting only Twilight, Flarence, and Washy understand his rampant swearing.

“Ok, now, you two go for it!” Twilight whispered to the stove and dishwasher, opening the door for them as well.

They both slipped out, heading towards Freezy, Flarence being the first to speak, “Oi! Hey, you big bully! Look over ‘ere!”

Freezy turned, “What’s the big idea coming out of the pantry? It ain’t your turn to rule!”

“Bloody hell it isn’t! We know what you and your Appliance Apostles are planning and it’s as cold as it is cruel!”

Twilight watched the back and forth go on, noticing Washy staying a bit behind Flarence just in case. She saw her moment and slowly slipped out with the hope Freezy was too involved with Flarence to notice her. Luckily he was, enabling Twilight to slip behind him with ease. She saw the glowing switch and reached up to hit it when a crash resounded from the hallway.

Spike had gotten the appliances to the part of the hallway where they were nearly upside down before the appliances realized gravity wasn’t going to hold the same for them. The blender pressed on though, confident he could make it, only to fall to the ceiling and shatter.

As Freezy turned towards the noise, he noticed Twilight behind him about to press his switch. He quickly spun, flinging his lower down open, hitting it into her hard and knocking her back. He slowly waddled over to her, leaning down and looking at her.

“You think you can turn me off little pony? How adorable… Such courage will be incredibly tasty,” he whispered to her, still approaching.

“Twilight move!” Washy screamed.

Twilight rolled out of the way, watching as Washy threw herself, front first, onto the back of Freezy, pressing in his switch and breaking it, effectively turning him off for good.

“Washy!” Flarence screamed, hurrying to his wife. “Are you ok?”

Twilight got up, hearing a thud as Washy rolled off of Freezy, onto her side, “I-I don’t think I am… I hurt something pretty bad there dear…”

“N-no, you couldn’t have… We were supposed to rule this kitchen together for eternity… in peace… as a King and a Queen…” Twilight noticed tears forming on Flarence’s burners, which quickly evaporated from the heat.

“Not this time dear… there’s no longer a kitchen to rule anyways…” she choked out, water pouring from her knobs in sadness as she lied there.

Twilight looked towards the other appliances, seeing them all shut down, “What happened to them?” She asked the couple.

“He must’ve connected them to his own power source…” Washy whispered.

“Twilight… I have a request…” Flarence whispered, “First off, your friend is in the Master Bedroom, safe and sound… we owe you that much… But I want you to turn us both off together, so neither of us has to suffer without the other.”

“But Flarence… Y-you still have a life to live…” Washy told him.

“A life without you is meaningless my love… I’d rather we end this glorious ride together…”

Twilight watched the odd couple share their last moments before moving behind both of them, seeing their glowing switches pulsating softly, Washy’s beginning to short out, “Whenever you’re ready…”

Flarence looked to Washy and then back at Twilight, “I think we’ve always been ready in a way… Goodbye Twilight Sparkle…”

Twilight pressed in both switches, causing them both to bust, immediately ending the lives of both appliances. Doorknocker Discord and Spike had stood off to the side, watching the whole ordeal, both of them with tears in their eyes. Twilight turned back, seeing both of them on the verge of crying and simply stared.

It was sad and all, but now isn’t a time to cry… We have to be strong, no matter what happens so that way we can press on until the end, not letting ourselves be held back by our emotions… If I end up having to fight Celestia and potentially kill her, I’ll have to put my love for her as my mentor aside… I only hope I’m ready by then…

“Did they tell you where Fluttershy was?” Spike asked, wiping his eyes.

“Yeah, they did. They said she’s in the Master Bedroom. Do you know where that is?” Twilight asked Doorknocker Discord.

Every time I look at that thing I’m reminded of Discord… I really just wanna find Fluttershy and get out of here before I snap…

“Yes, it’s actually quite easy to get to. Remember that first staircase you tried to go up? That led directly to it!” He told her with a chuckle, “Imagine how much quicker this could’ve all been over had you just done something unusual to climb it…”

Twilight growled, about to lose her mind, “Just tell me how to get up there now!”

“Hmph, since you want to be a spoil-sport, I don’t think I will. Goodbye Miss Sparkle,” Doorknocker Discord told her as he began sliding away down the twisting hallway.

Twilight stomped in rage, “COME BACK HERE!”

Discord stopped and began sliding back, “Why should I? In fact, maybe I’ll go tell the Master Bedroom to never let your friend out, how about that?”

“You wouldn’t dare,” Twilight growled as she glared at Doorknocker Discord, Spike doing the same.

“Yeah! You leave Fluttershy alone or else!” Spike told him.

“Watch me as I ignore both of you and do what I suggested anyways!” Doorknocker Discord said with a devious smile as he began quickly sliding his way back down the hall.

Twilight immediately blasted a bolt of her magic at him, causing him to shatter into a multitude of pieces, not a peep coming from any of them, “Looks like you’ll have to knock that off of your agenda…”

Spike grumbled to himself, “Twilight, if you’re going to start joking finally, at least make sure they’re good…”

She blushed softly, “Sorry, I thought it was as good a time as any. I couldn’t let him escape though… I only hope that didn’t set off some kind of alarm…”

“Well, if it did or didn’t can we just hurry up and get Fluttershy and get out of here?”

“Yeah, I suppose we should. It’d be for the best anyways…”

Twilight lowered herself, letting Spike climb on as she treaded back across the twisted hallway, finding herself back at the foyer. She looked towards the front doors where she had originally met the stone doorknocker and saw they now seemed to be rotting. They had gone from their magnificent red to a sickly, decomposing green with holes in numerous places. Twilight looked behind her at the hallway, watching as it slowly began taking on the same appearance with the carpet fraying and torn and the walls losing the occasional brick. The way the corruption spread was as if it was coming from the kitchen, causing Twilight to think.

Both areas had things with a lot of magic in them, but now everything magical is gone… Does that mean everywhere in this place has a lifeline to the room or something?

“Oh well, doesn’t matter…” she whispered to herself aloud.

“What doesn’t?” Spike asked.

“Hmm? Oh, nothing Spike… How do you suppose we should go up the stairs?”

“Well, if we climb the stairs normally, we go nowhere… and that thing said we have to do it in a weird way so… maybe backwards?”

Twilight considered it but shook her head, “That sounds too easy for Discord…” She looked back at Spike on her back and gave a frown when she got an idea, “SPIKE! I’VE GOT IT!”

He jumped off of Twilight’s back in fright, “Wh-what?!”

“Carry me! It’s not the right order… Normally, when you stack things, the larger things go on bottom, the smaller on top… But what if we switch it around? We’d even look silly too, so it fits perfectly!” Twilight cheered, flying into the air a bit.

Spike grumbled and rolled his eyes, “If this doesn’t work I’m dropping you…”

“What was that Spike?”

“N-nothing… Just, if I do this we don’t talk about it again…”

“Agreed. Do you think you can carry me? We really don’t know how far the stairs go up…”

“Eh, have any spells that can make me into a buff, handsome dragon?” Spike asked, flexing his nonexistent muscles.

“Actually, yes, but I know an easier one to make me much lighter,” Twilight told Spike, causing him to frown. She put a hoof on his shoulder, “Look, I know why you want your appearance and whatnot changed so badly… You’ll better impress her by being you than someone else, alright?”

Spike gave a half-smile, “Alright Twilight, I believe you… Now cast your spell so we can go on up.”

“Alright Spike,” Twilight said with a reassuring smile.

She closed her eyes, focusing her magic as she recited the spell to herself, feeling the magic enclose her body. As it worked, she felt herself get lighter and lighter and knew the spell was working. When she opened her eyes, she leapt into the air and began floating upwards.

“Spike! Help!” she began wailing as she frantically panicked, kicking and thrashing about.

Spike jumped up, barely grabbing her hoof and tugging her down, “A little too lite Twi-light,” he said with a chuckle.

She glared at him, “Just take me up the stairs so I can undo this…”

“Fine, fine… You’d think that spell would’ve lightened your mood too…” He told her as he began walking them up the stairs, holding Twilight by the hoof as if she were a balloon.

After a few steps, Twilight looked back and saw the entryway a few steps behind them, “It worked! We’re making progress!”

Spike nodded, continuing his ascent quickly, approaching a large, mirror-like door at the top of the stairs. Spike looked for a knob, but after a few moments he realized there wasn’t one.

“Uh, Twilight, there’s no knob… What should I do?” He asked, still holding her with one of his claws.

“Here, I’ll use a spell to shatter it,” she told him, then remembered what she realized earlier.

Every room has a source in it and if you get rid of that, it starts to fall apart and become ruined… Maybe this door is this area’s source… It’s better we don’t destroy anything else.

“Never mind Spike, do you see anything that could help us?” Twilight asked, looking down.

Spike gazed into the mirror for a moment, looking at his and Twilight’s reflections. He saw her floating in the air and he saw himself partially obstructed and looking back. He scratched his head in confusion, seeing nothing around that could block off part of his reflection, and then he realized the doorknob was being reflected without being there.

He slowly extended his claw forwards, his reflection doing the same. When his claw reached where the doorknob should’ve been, he kept going, but his reflection stopped, gripping the knob tightly. Spike turned his claw cautiously, hearing a click as the door began opening. He pulled towards him, the reflection doing the same, causing the door to open inward and allow them through into Discord’s bedroom.

The room was larger, yet emptier, than they imagined, enough for a small party if Discord had ever wanted to have one. Twilight began to look around but quickly had to stop due to the walls constantly changing colors. After regaining herself she began looking around once more, doing her best to not focus on the walls.

On the side of the room where they were stood two statues of Discord with a crown on his head were on either side of the door. Farther inward, Twilight saw an ocean-blue rug which constantly spun in circles, resembling a whirlpool.

I think I’m going to be sick…

Past that, she saw a massive red and beige bed with what looked like a blanket made of scales. On top of that she saw a yellow pony with a pink mane, fast asleep.

“Fluttershy!” Twilight shouted and began trying to move towards her friend, only to realize she had yet to release the spell.

“Calm down before you pop, Twilight” Spike mused while Twilight undid the spell on herself.

The second her hooves hit the ground, she rushed to the sleeping pegasus, flying over the whirlpool-like carpet just in case.

Twilight landed on the bed hard, causing Fluttershy to slowly wake up, “T-Twilight?” She asked, still very groggy.

Twilight hugged her friend tightly, “Yes Fluttershy, and it’s amazing to finally see you…”

Fluttershy woke up more and held Twilight, “I w-was so scared… I’ve been here all alone after what happened and I thought you’d all d-died…”

Twilight nuzzled against the scared pegasus, “I’m not dead, nor are any of our friends…”

Or so I hope…

Fluttershy began softly crying, “A-after Discord used his magic, I watched all of you disappear from me. Then I ended up in his room and couldn’t get out… D-do you know where he is?”

Twilight’s heart dropped instantly as she looked at Spike, the moment they’d avoided thinking about was upon them. Spike’s wide-eyed surprised gaze told Twilight that he had no idea how to approach this either. After a few seconds of awkward silence, Twilight began to speak.

“F-Fluttershy I…”

“Oh don’t worry, I’m sure he’s not too far behind you. I just want to thank him for saving our lives and give him a big hug for it… He’s always so nice to us,” Fluttershy told Twilight with an innocent smile.

Oh Luna, how do I do this?

“Fluttershy, D-Discord is dead…”

Fluttershy’s heart shattered, her ears drooped immediately while the color drained from her face, “…d-dead?”

Oh no… Here it comes…

“H-he can’t be dead… He s-saved us and e-everything…” Fluttershy whispered while shivering and beginning to cry, “H-how can Discord be dead Twilight…?”

“Whatever Celestia has become is the cause and we will fix it,” Twilight told her.

Fluttershy weakly nodded, silently letting tears stream down her face before she finally let it all loose and wailed, “D-DISCORDS D-D-DEEEEAAAAADDDDD!”

Twilight covered her ears to protect herself from the sharp screech, immediately grabbing Fluttershy to comfort her. She fell against Twilight, sobbing audibly into her mane, whispering more denial as her body shivered and convulsed. After a few seconds the house began shaking, throwing all of them to the ground.

“What was that?!” Spike shouted to Twilight.

“I-I’m not sure, but it didn’t sound good,” she told him as she looked around.

Fluttershy stayed in her hooves as she watched the walls around them slowly fading in color, beginning to rot like the kitchen and front doors had. Twilight gasped and hoisted Spike onto her back as she began dragging Fluttershy to the glass door.

“Fluttershy, you have to work with me! Something is going wrong and we need to get out quickly!”

“B-but Discord-“

“Listen here, Discord’s dead but he’d want you to help put an end to all this if he was here. So pick yourself up and let’s get the hell out of here! Be strong for him Fluttershy!” Twilight told her in attempted encouragement.

Fluttershy nodded softly and began following Twilight to the door “A-alright, let’s go then.”

Twilight and her two friends quickly went through the doorway, looking back and watching the corruption spreading among the walls behind them. Twilight heard crashes coming from each direction and assumed the same thing was happening elsewhere. Once they hit the landing, Twilight felt the house shaking more, watching while things fell from the ceiling and the wallpaper slowly peeled. Fluttershy saw the checkers cowering in the corner and hurried to them, getting them in her arms.

“It’ll be ok, I promise,” she whispered to them.

Twilight quickly levitated Fluttershy’s saddle-satchels from her bag, “Put them in these and come on!”

Fluttershy nodded, quickly slipping it on and putting her new little friends into either side, “Let’s go!”

The three of them, and then some, bounded towards the doors separating them from life. Twilight began pushing the rotting barriers, using all she had as Fluttershy and Spike both began to help. After a few moments, in which debris started to fall near them, the door began to budge. It kept barely opening, to Twilight’s dismay, as the house started shaking more and falling apart quicker.

This won’t do… We’ll die before this thing opens…

Twilight took a step back and shot a blast of magic at the center of the door, causing the rotting wood to blast outwards, leaving a hole for them to go through, “Go! Now!” She shouted, motioning for Fluttershy to go through the hole.

Spike leapt onto Twilight’s back as they quickly made their way out, beginning their flight over the gaping hole outside. Fluttershy did her best not to look down as she felt the checkers bouncing curiously in her bags. After a few more moments they landed on the other side and turned back towards the destruction, watching as the once magnificent palace-like home slowly fell apart, pieces of it falling downwards into oblivion. Fluttershy stayed close to Twilight, frightened as she watched the house slowly sink downwards before collapsing and letting gravity take hold, sending it down with the rest.

“W-what happened?” Fluttershy whispered to Twilight.

Twilight kept her gaze where the house once was and whispered back, “We let the house know…” She turned and began walking away from the scene, lowering her head and closing her eyes, Spike and Fluttershy only steps behind.

End Chapter 2

3 - The Skies are Falling

The Sun has Fallen

Chapter 3: The Skies are Falling

By: Clue Tzes

Twilight kept walking, visions of the house falling apart still fresh on her mind as she blocked out her friends calling for her.

“TWILIGHTTT!” Spike screamed, finally snapping her from stunned walk.

“Wh-what Spike?” She weakly choked out, nearly on the edge of tears.

Fluttershy quickly trotted up and looked at her alicorn friend worriedly, “What’s wrong Twilight?”

“I still don’t understand any of it. No matter how hard I try to find a logical conclusion to it, I still come up with one unanswerable question… Why?” Twilight vented to them, dropping to her knees and sighing.

Fluttershy opened her saddle-satchel, letting the checkers out to quickly hop off into the distance. After giving a gentle wave goodbye she moved closer to Twilight, putting a hoof around her, “I-It’ll be ok, Twilight…”

“Once we find the others at least. Where in Equestria could they be?” Twilight asked, wiping away a tear.

“Well, let’s think about where they possibly could be…” Spike began, pacing back and forth as he wrote in the notebook. “Obviously they won’t be in Canterlot or the castle… Then there’s Ponyville or Cloudsdale, even Manehattan for all we know, unless they made their way to the Castle of the Two Sisters. There’s even Appleloosa and the Crystal Kingdom, but those should be ruled out seeing as Discord wouldn’t be careless enough to send them that far out, right?”

Twilight nodded her head in agreement, “Wow, Spike… That’s actually really good thinking. So Manehattan, Ponyville, Cloudsdale, the Everfree Forest, and the Castle of the Two Sisters are all possible and within a close distance, I don’t think we can fully rule out Appleloosa either. Maybe we should start with Cloudsdale, since only one of us doesn’t have wings, the cloud-walking spell will be a lot easier. Do you have any suggestions Fluttershy?”

“Well, I-I suppose if Rainbow would’ve gone anywhere if something like this happened, it’d be Cloudsdale for sure… If she’s not there though, I don’t know where she could be,” Fluttershy finished with a quiet whisper, beginning to tear up.

Twilight hugged her friend gently, “Look, we can find her. We can find all of them, I promise you that. We just have to stray strong for each other and for our friends…”

I suppose the same applies to me as well. Time to stop focusing on losing Celestia and to start focusing on helping those closest to me… That’s the only way to turn this all around.

“Alright Twilight,” Fluttershy whispered, giving a tight hug back as she brushed away the forming tears. “How close are we to Cloudsdale?”

        Spike jumped up excitedly, “Oh! I know this one!”

        Twilight giggled quietly and nodded her head, “Go ahead then Spike.”

        “Well, Cloudsdale sits outside Ponyville but not over the Everfree Forest, so if we go back the way we came we’re sure to find it, right? But it’ll take a few hours,” Spike asked while hopping onto Twilight’s back.

        “Right again Spike,” Twilight said, looking at Fluttershy, “Just follow me; I know which way we need to go.”

        Twilight leapt into the sky, immediately flapping her wings and moving back the way she came. Fluttershy gently flew into the air, trying to keep up with her friend’s quick speed. Spike looked back, seeing Fluttershy falling behind and poked Twilight, motioning for her to slow down. After a few moments, Fluttershy caught up and they both began flying at the same pace back towards the Everfree Forest to find Cloudsdale.

        After their long, silent trip, which took twice as long as the trip there had due to Fluttershy’s reduced flying speed, they landed down on the very edge of the forest. Ponyville was not much more than a speck on the glowing horizon, with the faintly lit city of Cloudsdale high above them.

        “How do you think they’re taking Celestia’s… change?” Spike asked, looking towards the town.

        “I hope they don’t know, but there’s no telling where she went afterwards. The whole kingdom could’ve found out by now that their leader has gone rouge and on a killing spree,” Twilight admitted reluctantly. “Who knows though, maybe she’s only striking fear into them. I doubt we’ll know anytime so-”

        “TWILIGHT LOOK OUT!” Fluttershy screamed, quickly pushing her two friends out of the way as a cloud-house came crashing into the ground where they had stood.

        Twilight sat there, looking at the red and white cloud and debris scattered among the ground, “Wh-what just happened?”

I-is that blood in the cloud?! Don’t tell me she’s up there… Damnit Celestia! You better NOT be up there causing this or I’ll… I’ll come up there and take you on now!

        Spike got to his feet, shaking his head, “Fluttershy saved us, and it looks like Cloudsdale is coming down for some reason. Thanks Fluttershy.”

        Fluttershy blushed, still keeping her scared expression, “It’s nothing Spike. I’m just worried that somepony might’ve been in th-there…”

        “If there was, I don’t think they’ll have made the trip. We need to get to Cloudsdale now, because for all we know Celestia could be up there right now causing this!” Twilight began panicking, her horn lighting up as Spike was encased in her aura.

        “Wh-what are you doing Twilight?” Spike asked nervously as he began floating into the air.

        “Letting you walk on clouds, you need it because we’re going now!” Twilight hurriedly told him, putting him on her back as the spell finished.

        “Twilight,” Fluttershy whispered to her friend, setting a hoof on her shoulder, “If it were Celestia up there, we wouldn’t stand a chance and you know it. Neither would Cloudsdale… Maybe there was just an a-accident up there or something?” She tried to add with dark optimism.

        Twilight took a deep breath as she thought through what Fluttershy said, “Right… You’re right Fluttershy. Let’s just creep up there and see what we can find first. If anything beyond our abilities is happening,” Mainly Celestia… “Then we’ll come back down and look elsewhere for our friends.”

        Fluttershy nodded to Twilight, “Then let’s go to Cloudsdale and see what horrible things are or aren’t happening,” Fluttershy said with a smile before realizing what she said and clinging to Twilight, “I-I mean no! Let’s not! It’s safe here Twilight! Forget all of that, please?!?”

        Twilight looked at her confused friend, “It’ll be ok Fluttershy, Spike and I can protect you.”

She’s been trying to stay strong after Discord’s death, I see that now. She must be a mental wreck or she wouldn’t be so out of it…

“O-ok Twilight, I trust you,” Fluttershy said, letting go of her slowly. “Let’s go to C-Cloudsdale then…” She reluctantly choked out.

        Twilight nodded and began flapping her wings, beginning her ascent up towards Cloudsdale. The city was hard to spot in the dusk, but the orange glow of lights illuminated its cloudy foundations enough for it to be noticeable. The pegasus, alicorn, and baby dragon got closer to the edge of the city, coming from underneath it. The sounds of ponies shrieking reached their ears, forcing them to exchange worried glances, and causing Fluttershy to begin shaking.

        “Twilight, wh-what’s going on up there?!” Fluttershy whispered to her friend.

        “I’m not sure, but I’m hoping it’s nothing bad…” she replied with false hope.

        As they flew above the edge of the giant gathering of clouds that made up the city, a small neighborhood came into view. They saw the lights that had lit the clouds before, but also saw fires scattered about, engulfing the magical clouds and the homes alike. Ponies were running into houses, trying to salvage all they could before the fire took it. The trio rushed forward, Twilight quickly using her magic to help fight back the flames on one.

        “What happened here?!” Spike asked the family of five pegasi huddling together in-front of it.

        The oldest looking one replied first, “Things have gone chaotic here! Some vandals lit our home on fire and tried to rob us! Once word of what happened to Princess Celestia reached Cloudsdale, everypony began panicking… Then it seemed anything civil was abandoned…”

        Fluttershy leaned down to Spike and whispered, “This is anarchy, r-right?”

        He shrugged his shoulders and looked back at the pegasus with the red-coat who had just spoken, “How did you all hear so quickly?”

        “She came to us, talking about a New Equestrian World Order in a voice loud enough for the whole city to hear… After that, order was the opposite of what happened. She began blasting houses with some twisted looking magic and even convinced some ponies that if they continued her work they’d be rewarded or something. This was all just this morning too, so it has been going on for hours… We need to find somewhere to go for now, farewell,” the dad told them.

        “W-wait!” Fluttershy quietly shouted. “Where will you go? We could try to send o-others there too…”

        He thought for a moment, scratching his black mane, “There’s always the stadium down the ways I suppose… Others might be there too, so that’s probably where we’ll go now that I think about it. Thank you for your help, all three of you, our family is appreciative of it. Now we really must get out of here while we can,” he told them before turning and covering his children with his wings as they began rushing away.

        Twilight trotted over a few minutes later, “The fire is out, but the damage is extensive. Did either of you find anything out?”

        Fluttershy nodded, “The family went to take shelter at the stadium… Also, C-Celestia was here, talking a-about the New Equestrian World Order…”

        Twilight stomped her hoof into the ground, sinking in a bit, “So she did cause this! If this is what happened when Cloudsdale found out, I’m really worried about the other cities… There could be worse cases of anarchy out there than this!”

        Fluttershy looked at Spike, giving him an I-told-you-so look, “Twilight, we should probably look around some more and t-try to help. Maybe another Princess here would help calm them down?”

        She looked away, sighing and shaking her head, “If one Princess caused this, maybe another will only worsen it… Isn’t there enough chaos already?”

        Spike smacked her leg, glaring at her, “Watch what you say Twilight,” he whispered, nodding towards Fluttershy who had begun tearing up at the word chaos.

        “R-right, I didn’t mean… Nevermind. Let’s go guys; Rainbow Dash should be here somewhere. Would you be willing to lead us around a bit Fluttershy? You know this place more than we do.”

        She nodded, blinking away tears, “Sure Twilight…”

        They began moving farther into the city, passing a good number of houses either on fire or in ruins, with the occasional one left alone.

By the end of this night I doubt there will be anywhere safe left to sleep here… Where will all the families go? A lot of the fillies and colts can’t even fly yet…

They continued onward, past more hurrying pegasi, as Twilight pushed the thoughts to the back of her mind. Signs of destruction and chaos littered either side of them, no matter where they went, causing Fluttershy to go slower than usual as she hoped to avoid anypony she saw.

Twilight walked next to the frightened pegasus, Spike now on her back, “Shouldn’t the Wonderbolts have helped calm this place down?”

Fluttershy nodded her head, “Yes, they should’ve. They’re the closest Cloudsdale has to leaders aside from Celestia and Luna… Maybe they got caught up in the anarchy too…”

Twilight looked down, watching the clouds in the firelight as she moved across them. She could hear the screaming and shouting of ponies somewhere in the distance and did her best to block it out. Fluttershy was doing the same, but managing to keep her head up and nerves calm as she continued leading them towards the center of her once beloved and beautiful home.

How could they do this to our home of all places…? D-don’t cry Fluttershy, just stay strong and maybe you can find a way to fix it! M-maybe Rainbow Dash will know a way, Fluttershy thought to herself, tears welling up in her eyes as she began walking the last few feet to the 4-way intersection of paths that doubled as the center of the town. Even here wasn’t safe from the ruin devastating the rest of the town. Splatters and trails of blood could be seen on the cloudy walkways, fires had been started on a few of the surrounding buildings, and the other buildings had been looted and sported broken windows and doors now.

“Twilight?” Fluttershy whispered to her friend.

Twilight raised her head up, looking around them at the mess, “Yes Fluttershy?”

“We’ve got a few ways to go from here… If we keep going straight, we’ll get to the stadium where the Best Young Flyers c-competition was. If we go left, we’ll go into the busier part of town, where shops and other places are, like the Wonderbolts m-main building! If we turn around, we’ll go back into the Residential District… If we go right we’ll reach the Weather Factory…Which way would you prefer Twilight?”

“Well, we’ve already gone through the Residential District so we don’t need to go back through there,” Nor do I think I could… All those ruined homes and misplaced families… Thank Ce… Luna… we’re in the early stages or else we wouldn’t see the families fleeing… “We could try to check out the stadium first to see if any other ponies were evacuating to there. If not, then we’ll make our way to the Weather Factory to check on things. We’ll go to the Wonderbolts last… I’d like to calm myself a bit before meeting them since they haven’t done anything!”

Fluttershy nodded, sharing in Twilight’s anger but keeping it to herself as she began moving forward again, stepping around blood and debris as she did. She looked around at the houses, remembering what they once looked like. She remembered the happy families and beautiful homes as she looked at the fleeing and the looting ponies in the ruined homes. She closed her eyes as she walked, trying to stay calm and suppress her anger. After a few minutes, Twilight put her hoof on Fluttershy’s shoulder.

“It’s ok Fluttershy. I promise you everything will go back one day, even if we have to fix it all ourselves, alright?” Twilight tried to reassure her.

Fluttershy nodded, “I know Twilight, b-but the pain is setting in now, making the wounds fresh and painful… Over time I’ll get used to it, just like with Discord’s d-d-death, all I need is time. It doesn’t mean it won’t still hurt, it just means it will hurt less…”

Twilight stopped, stunned by what Fluttershy had said. Wow, she’s really grown since we first met… Maybe a few adventures were what she needed to finally be a bit braver…

She looked ahead, seeing the Cloudiseum only a little bit farther away. From behind them they heard more screams, both mares and stallions shouting for reasons unknown to the trio.

“Sh-should we try to help?” Fluttershy asked Twilight as they walked.

“I want to, but by the time we got there it’d be too late. Even if we did get there in time, what are we going to do? There’s no telling what could be happening to them right now, and it’s not like that’s the only place someone’s screaming… Listen closer, they’re coming from all different directions Fluttershy…” Twilight lowered her head, reluctantly telling Fluttershy the grim truth. “There’s no way we can help them.”

Fluttershy nodded in agreement as they walked the rest of the way into the stadium. When they came to the seating sections, they looked around in surprise at the amount of ponies there. All around them, the seats were filled by huddling families, and other mares and stallions without children. There were enough ponies there that there was flying room only at that point as they saw from numerous airborne pegasi comforting anyone they could.

Twilight looked around in wonderment as she thought.Yet this isn’t even half of the Cloudsdale population… Are all the others on her side, or are they being kept away by others on her side?

She took a few steps through the stands, moving around foals and mares alike as she looked at all the ponies, searching for Rainbow Dash. After a few moments of searching, she realized everypony she walked past stopped anything they were doing and simply stared at her blankly. She looked back towards Fluttershy, beginning to get very uncomfortable from the stares, and whispered as quietly as she could manage.

“Why are they all staring at me?”

“I-I don’t know… Let’s just find Rainbow and get away from h-here. They’re worrying me,” Fluttershy told her.

“I don’t see her anywhere though, so she must not be here. She would’ve stuck out like a… uh… Where’s Applejack with a metaphor when you need her,” Twilight grumbled.

Spike leaned forward and whispered, “Like an alicorn among pegasi?”

Twilight and Fluttershy’s eyes widened as they remembered that fact, “Is that why they’re staring at me?”

“Odds are; I m-mean, you do have a horn and wings… You should say something to try to calm them, if you want,” Fluttershy quickly told her back.

Twilight nodded and levitated Spike off of her back and onto Fluttershy’s, “Wait here, both of you. If anything goes wrong, prepare to fly somewhere safe. It doesn’t matter where… I’ll find you if I need to.”

Twilight spread her wings and flew out to the center of the arena in the sky, the setting sun illuminating her enough for the crowd to see, causing a wave of silence to close over the crowd as every eye turned towards her. She looked around, giving one last sweep for Rainbow Dash. Twilight sighed in disappointment as she focused her magic, working to amplify her voice.

“Um, e-excuse me, could I have everypony’s attention?” She shouted twice as loud as normal. Once she realized she already did, she continued in the same tone. “A lot of you may not know who I am, but my name is Twilight Sparkle, Princess Twilight Sparkle. I understand Princess Celestia was here today causing chaos and destruction in your beautiful city, and I am deeply sorry for that. I’m currently doing everything in my power to track her down and stop her, I just ask that you all stay calm and stay here where it’s safe. If the stadium becomes unreliable, please make your way t-”

“She’s Celestia’s closest pupil!” She heard a mare shout. “She’s probably working with her and trying to get us all under their control!”

“Wh-what?! No I’m not!” Twilight shouted back.

“I bet we can’t trust any of the Princesses!” A stallion shouted from the other side, more of the crowd mumbling and talking.

“Celestia’s the only one who has anything wro-” Twilight began to try to reason with the crowd.

“Down with the Princesses! We’ll have our own new order! To hell with your envisioned evil!” Another stallion shouted, the crowd now in an uproar of agreement.

“EVERYONE STOP!” Twilight screamed as loud as her amplified voice would allow, rivaling Luna’s Royal Canterlot Voice. Everypony stopped, staring in silence at the enraged Twilight Sparkle. “Good. Now that we’re all cal-”

Twilight stopped mid-sentence as a horseshoe thrown by one of the angry crowd members nailed her in the back of the head, knocking her unconscious. Her body immediately went limp, her wings following suit as she began to fall. A few pegasi gasped as they watched her begin her plummet to the ground far below.

“TWILIGHT!!” Fluttershy wailed as she watched her friend fall, glimpses of Rarity flashing through her mind as she remembered the last time.

Fluttershy leapt over the crowd, flying as fast as she could manage towards her falling friend in an effort to save her. She flew with as much power as she could muster, Spike gripping her mane tightly as he tried to hold on, but she quickly realized it wouldn’t be enough to save Twilight.

Rainbow Dash… Where are you? Fluttershy wondered, tears flying from her eyes in upward streams as she flew. You could save Twilight, I know you would…

As the ground grew closer, Fluttershy abandoned all hopes of saving her friend and began panicking and wishing Twilight to survive the fall. Out of nowhere a blurred rainbow flew into Twilight and then up towards her, letting her watch as the ground flew farther away.

Fluttershy looked up at her savior Rainbow Dash and smiled as all four of them made their way back up towards the stadium, “R-Rainbow… Thank you…” Fluttershy whispered.

She smirked and gave a small chuckle, “Anything for a friend… Isn’t the first time I’ve done this either.”

Fluttershy giggled and held on tight to Rainbow Dash, Spike doing the same as he stared at Twilight who remained unconscious. Once they came within view of the Cloudsdale citizens, there was a collective gasp of astonishment. Rainbow Dash dropped Fluttershy and Spike off near a set of stairs, everypony nearby backing away from them. Rainbow Dash flew to the center where Twilight had been originally, holding her unconscious friend in her hooves.

“WHO THE FUCK DID THIS?!” Rainbow Dash screamed angrily at the crowd as she looked around, “YOU DARE CALL YOURSELVES CITIZENS OF CLOUDSDALE WHEN YOU TREAT A PONY, WHO GOES OUT OF HER WAY TO HELP YOU, LIKE THIS?! WHAT THE HELL IS WRONG WITH ALL OF YOU!?” Rainbow Dash went on, her body heaving in rage as tears began forming in her eyes. “THIS ISN’T WHAT CLOUDSDALE USED TO BE LIKE! WE ALL KNOW THAT, AND JUST BECAUSE ONE PONY CAUSES CHAOS AMONG US DOESN’T MEAN WE FREAK OUT ON EVERYPONY ELSE! I DON’T CARE IF IT’S NIGHTMARE MOON OR EVEN DISCORD WHO DID THIS! YOU’RE ALL A DISGRACE TO THIS CITY AND DON’T DESERVE ANYTHING WE COULD’VE DONE FOR YOU…”

Rainbow Dash gave off a soft chuckle, slight signs of insanity showing through it as she spoke loud but calmly, “But you know what… We’ll still do all we can because we’re not like the rest of you… We’re better than that… I hope you’re all happy with what you’ve done, because at the end of the day, I can look myself in the mirror and not see a monster… I can’t say the same for a single damn one of you… Let’s go Fluttershy, we’re getting away from these ponies. I’d rather face the looters and murderers than these things.”

Rainbow Dash flew off, back towards the center of the city as Fluttershy followed, carrying Spike with her. The entire crowd remained silent, everypony lowering their heads in the realization of what they’d done. The group stayed silent as they flew, tears of anger and sadness running down Rainbow Dash’s cheeks as she set Twilight down, waiting for her to wake up.

Ahh, my head… What happened?

Twilight peeked her eyes open slowly, seeing Rainbow Dash looking down at her.

Was it all just a dream?

She slowly raised up, rubbing her head as she looked around, seeing destruction and ruin around her, a bit of blood occasionally scattered amongst the wreckage of the moonlit city.

Right… It’s real… Wasn’t I giving a speech about a mile off the ground though…?

“Take it easy there, sleepy head,” Rainbow Dash mused, “You took one hell of a spill there.”

“I-I did?” Twilight tried to remember what happened, only to have her memory fail her again. “What happened?”

“You flew too close to the sun and your wings burned up, remember?”

“I’m not Rarity… And I wouldn’t be that dumb, haven’t you read the myth of Pegarus?” Twilight mused back, recovering more and more as the seconds ticked by.

“If it’s not Daring Do, then no I haven’t. How’re ya feeling?” Rainbow Dash asked as she motioned Fluttershy and Spike over.

“Better, what happened though?”

“Some idiot in the crowd threw a horseshoe at you. Nailed you pretty hard,” Spike told her as he looked at the back of her head, “Doesn’t look like anything’s there though. It’ll probably just be a bump.”

“Alright good, now to fill you in Rainbow Dash,” Twilight said, sitting on the clouds at the center of Cloudsdale.

“Fluttershy already did while you were out. Long-story short, all of our friends are missing, except for us three now, Celestia has gone evil, Discord is d-dead…” Rainbow Dash paused for a moment. “And it’s up to us to stop all of this.”

“And we have to find Princess Luna too, if she’s out there…” Twilight added in.

“I did say all of our friends didn’t I?” Dash smirked at Twilight.

She nodded her head in surprise, “Yeah, you did…”

Glad to see we’ve well gotten over our fear of Luna after everything that happened… Rainbow Dash seemed over it at Nightmare Night, so I guess I really shouldn’t be surprised.

“So where are we heading next?” Rainbow Dash asked, looking around the dimly lit area.

“There’s the Weather Factory or we can head farther into town and look for the Wonderbolts. Speaking of the Wonderbolts, why aren’t they trying to help Cloudsdale in some way?!”

“I don’t know, but we’re going to find out. Follow me,” Rainbow Dash demanded, moving briskly in the direction of the Wonderbolts’ Headquarters.

Twilight and Fluttershy walked as quickly as they could to keep up with their steaming friend, taking quick glances at the looted and ruined shops and businesses on either side of them. All around them ponies ran, some ran from others who pursued them far down the street and out of sight, others ran into shops, finding all they could amidst the unorganized chaos that was Cloudsdale. The group remained unbothered by anypony though as they made their way to the large, untouched building at the end of the street that housed the Wonderbolts.

Two pegasi guards stood outside the front doors of the Wonderbolts Main Headquarters, watching Rainbow Dash as she made their way towards the doors. A green pegasus stepped in front of her, blocking her off.

“Where do you think you’re going?” He said, giving his friend a smug look, “Because you aren’t going anywhere in here, that’s for sure.”

Rainbow growled, looking up at the stallion, “And who’s gonna stop me?”

The other guard, a red-orange pegasus, walked up next to his friend, “Obviously us. You blind or something?”

Dash growled even more, “You’ll let me the hell through right now…”

“Come on Rainbow, it isn’t worth it,” Twilight told her, Fluttershy and Spike standing a few feet away just in case..

The second guard chuckled, “Listen to your friend there, pretty princess says it ain’t worth it, so you better listen!”

His friend stepped forward, looking down at Rainbow Dash, “We don’t want things to get violent do we? We know you’re just some punk mare who wants to see how much she can steal from the Wonderbolts, right?”

Dash closed her eyes and took a deep breath, “You’re wrong on both accounts. I’m not here to steal, I’m here to pay them back for what they stole from US! And as for violence…”

Rainbow Dash reeled her head up, head-butting the throat of the first guard, knocking him to the ground as he clutched it and gasped for breath. Fluttershy quickly tried to hide behind Spike as they watched the other guard go for Rainbow Dash.

“You screwed up big pal. He may be a prissy lil’ colt, but I’m not,” the other guard said, his wings spread wide as he moved towards Dash.

She cowered back, her head still groggy from the head-butt on the first guard. She closed her eyes, expecting the blow, but after a few moments nothing came. She peeked her eyes open to see the guard encased in Twilight’s magical aura, his eyes slowly shutting.

“Shh,” Twilight whispered, “It’s just a sleeping spell. You’ll be back up in a few hours. It’s best not to fight it…”

Dash looked at Twilight in wonderment, her head now clear, “What was that?”

“A self-defense spell I learned a few months back. It puts pressure on a few points around their neck and uses that, along with a few magical impulses and shocks, to help knock them out.”

“Remind me not to mess with you,” Rainbow mused, looking at Twilight. “C’mon, let’s go see what’s going on with the Wonderbolts and hopefully knock some sense into them.”

“Remind me not to mess with you either,” Twilight whispered back, looking at the still gasping guard as she followed Rainbow Dash through the doors.

Fluttershy and Spike made their way to the doors, Fluttershy giving the guard a second glance, “If you f-follow us, you’ll r-regret it you meanie!” She walked inside the doors and looked at Spike, “Was th-that good?”

He nodded in approving amusement, patting her head, “Yea, pretty good, coulda been a bit more assertive though.”

She lowered her head and sighed disappointingly as she followed her friends to the front desk where Rainbow Dash was already trying to get answers. As she made her way up, she looked around and took in the room around her. Wonderbolt memorabilia, consisting of statues, posters, awards, and numerous other things were scattered about the lobby of the building. At the back was a desk where her friends were standing, angrily talking to a mare who showed little signs of care at what they were saying.

"You're going to tell me where Spitfire, Soarin’, Fleetfoot, and all the other damn Wonderbolts are!" Rainbow Dash demanded.

The yellow pegasus secretary looked up from her computer and shook her head, "I'm afraid I don't have to, and how you even got in here is a mystery to me."

"You're going to give her the info she wants or I'll see to it myself that Celestia comes back and personally hunts you down..." Twilight told the mare, giving her a glare.

She gulped softly and waved her hoof to an elevator behind her, "F-fifteenth floor, just please spare me Princess Twilight."

As the group got on, Twilight looked at the secretary and smiled, "Look, we're not going to hurt you. We're trying to stop Celestia actually, so you have nothing to fear. Do you have any idea as to why the Wonderbolts aren't helping?"

She sighed in relief and relaxed in her chair, running a hoof through her purple mane, "Honestly, they didn't tell me a thing... Sorry for being a bit of a nuisance, they just told me no one was to bother them no matter what it was for... I wish you luck in dealing with them."

Twilight nodded her head in thanks and pushed the button for the fifteenth floor. As the elevator went up they all exchanged glances in the silence.

"So what's the plan?" Spike asked, shattering the silence.

"We go up and kick some Wonderplot," Rainbow Dash growled.

"Dash, let's at least try to talk to them," Twilight told her.

She turned and began moving towards Twilight, her eyes beginning to tear up, "Just TALK to them? I want to beat their fucking muzzles in for how much they've let their home, OUR home, go to hell because they're up here doing Luna knows what instead of helping the very ponies right outside their door! How would you feel if you saw your home in ruins and your idols weren't doing a thing?!" Dash was now panting, her cheeks now glistening from the teary fury she was in.

Twilight glared deep into Rainbow Dash's eyes and forced her away with her magic, pinning her to the opposite wall as she moved towards her, "I DO KNOW HOW IT FEELS. Have you not once considered that her castle might be the first place she ruins, where I used to live? Even then my idol, no, my MENTOR is causing all of this! I get that you're going through a lot Rainbow but that doesn't give you any right to take it out on anypony else!" Twilight huffed as Fluttershy and Spike huddled in the corner of the now open elevator.

All eyes turned outwards towards Spitfire who was staring in at them, "We done here? I've got a few questions, starting with what are the four of you doing here, yelling at one another in an elevator?" Spitfire asked, a look that was void of amusement on her face.

Rainbow Dash turned her magically pinned head towards the captain of the Wonderbolts, "You have a pretty good number of questions to answer too Spitfire. So how about you and your fire-mane sit down?"

She chuckled softly and turned away, starting to walk, "Why would I expect anything different from you Rainbow Dash. Get in here then so you can see what's going on since you're so adamant about it. I heard you screaming ten floors down about the stuff."

"I have a right to!"

"Do you Rainbow Dash? Tell me why!"

"Cloudsdale is your home and you've done nothing at all to help it! There's a stadium of ponies trying to steer clear of everything that was happening since this started. I began getting people there all by myself before I found these three looking for me! What have any of you done!? Nopony has seen plot or muzzle of you at all! Cloudsdale is your home!" Rainbow Dash ranted loudly, drawing the attention of Soarin' and a few others who were sitting by a few screens and radios.

"We know! We know it's our home and it's our job to help it! All of Equestria is being infected with this anarchy! And who do they look to? The Princess that's been taken over? The Princess who was once corrupted herself and can't be found?! The Princess who has her own empire to look after? Or the Princess who might as well be new to the job, that they don't even know they can trust because of how close she was to Celestia?! Do tell me Dash, because I wouldn't know anyone else the public would trust."

"Hey!" Twilight chimed in, stepping forward, "I haven't done anything to make anypony suspicious of me!”

“Who was closest to Celestia, almost closer to her than her own sister? You Miss Sparkle,” Spitfire reminded her.

Flashes of what happened in the Cloudiseum flew through her mind, reminding her what the angry mob had shouted. That’s right… They really are suspicious because of my connection to her… Sorry I worked hard to be the best I can be I guess?

“Yeah, I guess you’re right,” Twilight glumly admitted in defeat.

“Now, if you’re ready to stop dashing to conclusions, Rainbow, I’ll show you what we’ve been so swamped up here doing.” Spitfire said, turning towards the numerous Wonderbolts scattered about the room. “And Soarin’ here is going to help me.”

"I-I am?" He asked, turning away from the radio he was at.

"Yeah, get to it. I've neglected my duties long enough pal. You explain this to Miss Hothead here while I go see what else I can do." Spitfire said before walking away and sitting in an empty chair.

"Well, uhm, hi again Rainbow Dash," Soarin’ weakly began.

"Hey to you too kid, glad to see they're treating you better here," Dash said with slight sarcasm. "Now tell us what's going on!"

"Alright, alright,  ever since a little before Celestia made her appearance here, we've been getting radioed from places all over Equestria. Everyone's calling in for help, saying they can't trust the Princesses anymore and that Celestia is going crazy and attacking them. Princess Cadence radioed in even, saying she's managed to keep her citizens safe with a shield she and her husband put up, but they said it won’t last forever."

Thank Luna they're ok...

"But other than that, things are all over fucked. We're doing our best to keep in touch and try to help the best we can, but apparently Spitfire decided Cloudsdale would manage on its own. It pisses me off too Dash, don't worry, but even then I'm not sure what we could do for them that you haven't already. The fact you managed to get something of an evacuation going is amazing, but it doesn't seem like anyone gives a damn. If you'd like, we could probably give you a spot up here with us, or you could stay in charge of the citizens... Up to you."

Rainbow Dash smiled, her anger relieving a bit, "Thanks but no thanks, I kinda soured things over with the citizens when they attacked Twilight here and nearly killed her. Radio isn't my thing either; besides, we're off to stop Celestia."

"Well, good luck with tha-"

"Hello?!" Soarin's radio frantically shouted.

He quickly moved over and grabbed it, the group of four moving to where they could hear, "This is Soarin' in Cloudsdale, is everything ok?"

"No, it's not... We're in Manehattan and well, it's all fallen apart... My wife and I were attacked and it doesn't seem like she's gonna make it... If she leaves, I will too..." The fancy voice replied.

"Sir, please don't do anything drastic... We're doing all we can to keep things in order. Who is this?" Soarin' told them, looking over at Rainbow Dash and her friends with panic as he mouthed: This hasn't happened before!

"We're the Oranges," he replied from the other side, "And I'm radioing in because we have a last request."

"Aren't they A-Applejack's family?" Fluttershy asked the others in a whisper.

"Yeah, they are..." Twilight responded sadly.

"Just tell our family that we're gone and that we'll be watching from above now..." Mr. Orange began. "Shoot, we only made it this far thanks to some kind mare... She was so nice and generous, even in this time..."

Twilight perked up quick, "Girls, what if it's Rarity?"

Rainbow Dash snatched the chair and radio from Soarin' who didn't protest it, "What did the mare that helped you look like?!"

"Who is this now?" Mr. Orange asked in confusion.

"Rainbow Dash, a close friend of Applejack sir," she responded.

"Is she d-doing ok?" Mrs. Orange's weak voice came in reply.

"Yeah, she's great... She's even talked about you guys some," Rainbow Dash replied, feeling sadness begin to wash over her.

"Is she there right now? C-can we hear her voice before we go?" Mrs. Orange asked.

Rainbow gave the others a terrified look, unsure what to do, "Uhh, well..."

Twilight snatched the microphone from Dash, "Applejack is... busy helping a few ponies get to safety, but we'll pass along your message... Don't worry..."

"Just like her to t-try to help," Mrs. Orange began before stopping to cough, "Are you another one of her friends?"

"Yes, I'm Twilight Sparkle," she whispered.

"Friends with a Princess... She's really done well for herself. Thank Celestia she's in good hooves," Mrs. Orange told her.

"About the pony we saw... She had a white coat and a beautiful purple mane, " Mr. Orange began, "Absolutely a joy to be aro-"

He was cut off by the sound of crumbling, then a loud crash and a cut off scream as the radio suddenly went dead, they soon following.

I-it couldn’t mean they’re… Applejack, I’m so sorry…

The group was stunned, as were Soarin' and the rest of the Wonderbolts who had gathered around when Rainbow Dash had taken the radio. After a few seconds Twilight moved out of Soarin's commandeered chair and simply stood there, silent.

Finally Soarin' snapped, "I can't do this anymore... I can't let things like this happen to the ponies right out those doors! I-I'm going to help them. We can't do anything for these ponies over the radio, but we can for the others here, in Cloudsdale, our home. Rainbow Dash was right Spitfire, we need to get our own city in check before helping all these others. We should keep a few Wonderbolts here for the radios, but the rest need to try to corral the mess Cloudsdale has become!" He began moving towards the elevator as he finished.

"We're staying in here Soarin' and that is final. I gave my order, so if you walk out that door, you walk out on the Wonderbolts!" Spitfire told him as she walked towards the elevator.

"Like you walked out on Cloudsdale?" Soarin' said before pushing a button in the elevator, sending him to the ground floor.

Spitfire slammed her hoof into the closed metal doors where Soarin' had stood moments before, "I fucking hate it when he's right! Wonderbolts move! Fleetfoot, take a team and help out Soarin'. I'll get things settled here and meet you there with the portable radio!"

The second she finished, Wonderbolts began scattering, following Fleetfoot out of the nearest window towards the Cloudiseum. Spitfire came back with a medium sized radio on her back.

"Spitfire, you wouldn't have another one of those by chance would you?" Twilight asked.

"Yeah, but the range isn't much, so if you leave Cloudsdale it won't reach us."

"I know an amplification spell for the range, so I can manage," Twilight told her, encasing Spitfire's radio in her magic for a few seconds. "That's how quick it's done. Where's the other?"

"It's in the corner but you'll need a strong flyer for this thing," she said, bringing it over to them.

"I'll carry it," Rainbow said, picking it up on her back.

"Here, Dash, before I forget," Twilight said before pulling Rainbow's saddle-satchel out of hers and tossing it to her. "Might be easier to carry it in that."

"Oh sweet! Thanks Twilight," Rainbow said, putting it on and slipping the radio in as Twilight enchanted it. "We'll give you updates as things go on, and vice versa. Got it?"

"Didn't know you were calling the shots now Dash, but alright."

"C-could you tell us where in Manehattan the Oranges radioed from? J-just in case?" Fluttershy asked.

"I can get somepony on that real quick, it might take a bit though," Spitfire told her, moving towards a window. "You're all headed there next, right?"

"Yeah, seems logical since we know one of our friends are there somewhere. We're checking out the Weather Factory first though," Twilight told her.

Spitfire shook her head and spoke quietly, "I wouldn't do that. It was a damn mess there... She attacked there herself and sent a blast in through the roof. It caused a literal meltdown of the factory. Nopony survived any of it. It'll be at least two weeks before we get a new one built, so we're going to start recycling the weather we have if this ends anytime soon. Good luck to you all, I hope you can save us..." Spitfire leapt out the window, making her way towards the stadium where Soarin' and the others were.

The group exchanged stunned and horrified glances before calling up the elevator. As they got on, they took a last look at the radio room before heading to the ground floor.

Spike climbed onto Twilight's back as they walked out of the Wonderbolt's Headquarters and back into the hellish city they knew as Cloudsdale.

Spike looked at the trio and asked, "To Manehattan?"

They exchanged glances and nodded, "To Manehattan," they said in unison before taking off into the skies.

End Chapter 3

4 - The Detour

The Sun has Fallen

Chapter 4: The Detour

By: Clue Tzes

They leapt off the nearest edge of Cloudsdale, spreading their wings as they began a slow decent through the night. Rainbow Dash began struggling, the weight of the radio throwing her off balance, causing her to begin descending quicker than the others.

"Dash, wait up!" Twilight shouted at her.

"I can't Twilight; this thing is way too heavy for me," she shouted back as her voice grew further away.

"Twilight, maybe we should help her," Fluttershy suggested.

Twilight groaned and focused her magic on Rainbow Dash, helping to keep her at a decent pace as she flew down. After a few moments she landed with Twilight, Fluttershy and Spike only moments behind.

"What happened back there? It didn’t seem too heavy for you in Cloudsdale," Spike said.

"Well, it wasn't actually. I could walk with it easily, but with only my wings I couldn't take this heavy thing. It’s probably heavier than the three of you combined. I can still fly, but just not for too long," she said, looking at the large radio that had rendered one side of her saddle-satchels filled.

"So we have to walk to Manehattan?" Fluttershy asked.

"No, we should be able to just take the train there. Ponyville is only about a few hours away now," Twilight told them, "Besides, Rarity can't fly so we might need the train."

"If it's even there Twilight," Spike said. "It could be anywhere in Equestria!"

"Well, we have a connection to a room full of pegasi with radios, so why don't we take advantage of that?" Twilight asked, flashing Spike a smirk.

"Alright, I think I can do this," Dash said, turning her head and pulling out the headset attached to her radio.

"Here, might help if it's on," Twilight told her, hitting a button on the front of the radio.

"Alright Twilight. Any idea how we can connect to Spitfire?" Rainbow asked.

"These radios have a three way connection Rainbow Dash," Spitfires voice said in her ears.

Dash jumped into the air in fear, “Warn someone about that next time! I about tore a wing you scared me so much."

"Adorable. If you need to contact the main base, I've sent Soarin' back to work with the Wonderbolts still there while we try to do a few things in Cloudsdale."

"Alright, good. Would you be able to track down a train if we needed to?"

"Not right now, but Soarin' has the ability to."

"Alright, how do I switch over to him?"

"There's a dial near the power switch with three numbers around it. One is me, two is Soarin', three is for any radios that might be nearby, but if there's more than one it'll be pretty messy. Spitfire out," Dash heard before there was a click.

"Hey Twilight, turn that dial to two for me. I've gotta talk to Soarin' to find out where this hunk of junk is," Dash told her.

Twilight nodded and turned the pointer on the dial to the number two, watching Dash as she waited for any noise.

"Uhh... Rainbow Dash to Wonderbolts? Come in anypony?"

After a few seconds she heard a click, "Soarin' here, what's up Dash? Thanks again for the pep talk earlier, glad it got Spitfire to use her senses for once," Soarin' said, getting a few laughs in the background.

Dash chuckled a bit before talking, "Can you tell me where the Friendship Express is?"

Dash heard Soarin' moving a few papers around, "Our last documented contact with them was yesterday afternoon, but we haven’t heard from them since. They were doing a trip from Ponyville to Appleloosa, a simple passenger one, but that was around the time Celestia came to Cloudsdale. So you're looking at somewhere between Appleloosa and Ponyville, sorry. Even then, the tracks from Ponyville to Manehattan were blocked by something since yesterday, so you'd end up going the long way even if the train was near."

"It's alright Soarin', thanks for the info. Rainbow Dash out."

"You know you don't have to do that right? Spitfire is the only one who takes any radio etiquette seriously here..."

"That figures, alright, see ya."

Twilight pressed a button next to the dial, rendering the radio off unless they were contacted, "What'd they say?"

"They lost contact with the train somewhere between Appleloosa and Ponyville, a little before Celestia attacked them. And going from Ponyville to Manehattan by train won't work."

"Well, aren't we between the two?" Spike asked, looking around.

"We should be, seeing as Cloudsdale s-sits in the general middle ground of the two. B-but we left on the side nearest to Ponyville, so if we take the tracks we’ll need to follow them northwest to Appleloosa," Fluttershy told them as she looked around. "S-sorry, I spent a lot of time on the ground when I lived in Cloudsdale..."

"Well, let's get going then," Twilight said without moving.

After a few awkward seconds without direction, Fluttershy sighed and began walking away, "The tracks should be this way..."

The others nodded and began following the yellow pegasus through the night. After a few minutes, Fluttershy looked down, making out the train tracks in the light of the descending moon.

"Now, we go this way," Twilight said, pointing with her hoof after studying the stars for a minute.

"Or we could go the other way to the train," Rainbow Dash said, pointing the other way where a dark mass sat on the tracks.

Twilight illuminated the direction with her horn, seeing the engine car of the train with a few passenger cars behind it, "Anypony else kinda worried?"

"Yeah, but maybe it isn't so bad, you know? They could've evacuated," Rainbow Dash said.

"Spike and I will wait out here, just in case something bad is inside," Fluttershy whimpered, clutching the baby dragon close, "Spike is um, really scared?"

Spike shrugged and looked at Twilight, "Shy and I will hang here, just be quick. I don't like how this is going."

Twilight nodded and began moving towards the train, Rainbow Dash right next to her as they approached the passenger car's side door, "You ready Rainbow?"

"Ready as ever Twilight," Rainbow told her, shaking a bit.

She pulled the door open with her magic, both of them moving inside slowly as she illuminated her horn, checking the empty car, "It's clean in this one, let's check the other two then head to the engine."

"Alright, sounds good to me."

They quickly moved through the dark car by the light on Twilight’s horn, opening the back door of it and the front door of the next one.

"Clean again, to the third," Rainbow Dash seemed to cheer.

Twilight giggled softly as they moved to the third car, losing focus on her light spell. After a few seconds she recasted it and immediately regretted it. In the third car, the seats were all uprooted and tossed about, shattered glass coating the ground inside. The back door was off its hinges and marks on the ground seemed to show that ponies had been dragged off the train. Blood splattered about, followed by a couple dismembered corpses told them not everypony had been as lucky. Rainbow Dash immediately bolted back to the first car, covering her mouth as Twilight stood there, letting the memories of the ruined castle sit on her mind.

She shook her head and began crossing through, doing her best to step around the blood and destruction.

Not here too... Were they just in the wrong place at the wrong time?

After a few more steps, she leapt out of the back of the car and found the rest of the passengers, along with a few extras. As she looked through the pile of bodies outside of the train, she noticed a few off to the side and moved towards them. The first face she recognized was adorned in a sheriff's vest along with a ripped hole where the badge would've been. Near him was a buffalo, with what looked like unicorn horn wounds on his body. Other ponies and buffaloes she recognized from the same place were randomly scattered near them

Appleloosans?! That doesn't make any sense though. They wouldn't have taken the train, unless...

She shook the thought away and moved back to the passengers, doing the best to look for any of her friends. To her unfortunate relief, there weren't any. She began walking back through the train, hoping Rainbow Dash had gotten the guts to come back. As she made her way back through, a few of the seats in the bloody car began shaking, causing her to step back and face them in preparation for combat.

"Come out with your hooves up, or I'll blast you right out of this train," she growled as her horn went dark.

"Please, I-I'll take you anywhere you need, just spare me," the conductor said, making his way out of the wreckage, taking a few steps toward Twilight before falling and yelling in pain.

Twilight immediately rushed to his side, "Are you okay? I don't mean any harm, I swear. I thought you were whoever did this!"

"Th-they broke my back hooves and said I'd be an example for others if I was found..."

"Who did?!" Twilight said, thinking the term seconds before the conductor said it.

"The Appleloosans... They blocked the tracks with the help of the buffaloes and attacked the train and everypony in it. We fought back and took a few out, b-but... It was useless... They slaughtered everyone but me... I thought they just meant to rob us, but I watched ponies I had once thought friends attack us... What happened?"

Twilight sighed, "Take a deep breath, I'm going to set and bind your legs together with a spell and help you get off here. My friends are waiting outside the train," she said as her horn glowed.

The conductor did as she advised before his grey, back legs let out a sharp crack and bound together, forcing a restrained yell from him, "Th-thanks, but I still can't walk."

"I know," Twilight said as she levitated him onto her back.

"Wings and a horn? You're Princess Twilight, thank Celestia you're here," he whispered to her as he held on.

"Don't thank Celestia just yet, we've got a story or two for you..." she said as they got off the first car and back to the trio in waiting.

Dash immediately went to Twilight and whispered, "I didn't tell Fluttershy anything, don't worry."

"Alright, she'll have to know anyways. I found the conductor alive by the way, but he was the only one..."

Dash gave her a stunned stare and nodded slowly, walking back. Twilight followed and set the conductor down, immediately beginning her story.

After both stories were shared, Fluttershy fainting midway through the conductor's revelation of car number three and having to be woken back up, they sat in silence as the sun began climbing over the horizon.

"So you need to get to Manehattan?" The conductor asked.

"Yeah, but as the Wonderbolts told us the direct way is blocked," Twilight told him.

"Yeah, something tore the tracks up pretty nicely. Saying it's blocked is just so ponies don't worry," he admitted.

"I think this is all connected to Celestia really," Rainbow Dash said.

The conductor shook his head, "Not this time. The tracks were torn up when an Ursa Major decided to migrate to another cave," the conductor said calmly.

Fluttershy smiled, "The Ursas are the most adorable bears when they migrate caves. They're so adorable as they yawn and drag themselves around."

Twilight raised an eyebrow in wonderment, "Wow, that's different. So what track gets us to Manehattan quickest?"

"You're not gonna like this after what you saw, but we go past the Appleloosa station and protocol demands I stop there for a little bit, but seeing as all protocol is out the window we can just speed by. But I'm still worried about the Appleloosans. Even then, Ponyville wasn't looking the greatest. Something had caused a schism among the townsfolk and well, I took all the evacuees to get out before things got worse."

"A schism in the town? Between who?" Spike asked in confusion.

"From what I overheard on the train, somepony attacked Ponyville and spewed some nonsense about a New Equestrian World Order, which had to be Celestia after all you've told me. Then the town broke between those loyal to the Princesses that remained and those who said to rule themselves. I heard they were labeled the Royalists, I didn't hear much about the other one though."

"We can check it out after we find Rarity. For now though, let's get going," Rainbow Dash said.

"I'm not going through Appleloosa without some form of protection, so I'll have to ask you, Princess Twilight, to be ready just in case. One of you will have to help me run the train too," he said as he glanced towards Fluttershy, "Meanwhile, Spike here can help us burn coal quicker and get past our normal top speeds."

"Sounds like a plan to me. Here we come my sweet Rarity!" Spike shouted as he leapt into the air.

As he got on the train, Rainbow Dash motioned towards it, "Should we detach the passenger cars? They'll only slow us down..."

He nodded quickly, "Definitely, it's the only way to do this... Plus, after what we saw on the third car it may be for the best..."

Twilight and Rainbow Dash exchanged a quick glance before nodding in agreement. The two went back to where the cars connected to the engine while the other three boarded and began getting the engine warmed up.

"I don't think the Appleloosans mean to just let us casually pass," Twilight told Rainbow Dash as they removed the spike holding the cars together.

"What gave it away? The dead ponies or the conductor with his legs snapped?" She asked in return.

Twilight glared at her as she turned to walk towards the engine car's door, "I'm saying if they start attacking that train again, we're going to have to ditch the saddle-satchels and do what we can to make sure we get to Manehattan."

"I know Twilight, and I'm more than prepared. First though, I should relay a message to Spitfire and let her know the Appleloosans have gone rogue and should be watched out for."

"Good plan; do that out here then get on. We should be ready by then," Twilight said before climbing onto the train.

Rainbow Dash sat on the tracks, putting the headset on as she reached back and turned the radio back on, switching the dial to Spitfire's signal.

"Spitfire, you there? How are things on your end?" She asked, searching for a reply.

"Dash, that you? We're trying to get as many as we can out of here, but we can't find anywhere safe. You know anywhere around here?" Spitfire replied, hundreds of quiet voices in the background.

"Everywhere from Ponyville to Canterlot is in turmoil, your best bet would be the forests, but there's another risk out here you need to warn everypony about."

"I think they already know about Celestia..."

"No, the Appleloosans have gone rogue. They attacked a passenger train of evacuees from Ponyville and massacred all but the conductor. We found him in with the bodies as a warning... Both of his back legs were broken too... He told us that most of the town was there, and they were working with a tribe of buffaloes nearby."

"What?! I was about to send those assholes some supplies! It was a damn trap, wasn't it? I'll warn everyone, thanks for the heads up. You all on your way to Manehattan?"

"Yeah, taking the train the long way."

"Hell... Good luck kid, let us know how Manehattan is. We haven't heard from anypony there for a while. Ever since the Oranges at least..."

"Alright, I'm dashing off here. See ya," she said, repressing a chuckle.

"Spitfire out." She was unamused.

Rainbow Dash boarded the train, watching Spike breathe fire on the coals while Twilight and Fluttershy flapped their wings slowly to grow the fire. All at the same time, the conductor was doing as good of a last check as he could.

"Thought this train had some kind of fuel," Rainbow wondered aloud.

"The Appleloosans siphoned what we had. Coal is our reserve fuel, just in case," the conductor said as he released the brakes, letting the train begin to move forward, “Just a lot more work to get started unfortunately."

"How much more of this is it going to take?" Twilight asked, panting softly as she kept flapping.

"You can go ahead and quit. I'll need Spike to toss some fire in every so often and Fluttershy to flap and shovel coal, but that'll be about it. We're all set to hit our top speeds, if not more. Going to be a half day trip at least, so here's hoping electricity works in Manehattan."

"How long u-until Appleloosa?" Fluttershy asked, beginning to shiver.

"About an hour, and when we fly past we might need some protection. I think you two already knew that though," he added, looking at Twilight and Rainbow Dash.

"Yeah. We've already discussed it and are more than ready to fight them back," Twilight said with a stern nod.

"Your hooves might have to take a few lives if it gets dire enough Princess," the conductor said, causing Twilight to flinch.

K-killing ponies? I-I'm not sure if I'll be able to do that though...

"Y-yeah, let's hope we won’t have to do that," Twilight stammered, getting an agreeing nod from Dash.

"Well, only about half an hour til we're near there,” the conductor told them, "So the moment of judgment is close at hoof," he added with a smirk.

The rest of them exchanged confused glances before sitting against a wall of the car, watching out the front window as they waited for Appleloosa to come into view.

After twenty minutes of silence, the conductor turned towards them, "I need fire and coal if you don't mind."

Spike nodded and stood up, helping Fluttershy to her hooves, "About how much longer?" He asked before breathing into the furnace.

"Any minute now, so you two need to get ready quickly," he told Rainbow and Twilight.

"Good luck," Fluttershy told them as she put another shovel of coal in the furnace.

"One last thing," the conductor said, "If you fall behind, you're left behind. Don't screw up, or you better hope those sick... fucks... take mercy," he finished, a tear in his eye. "Those ponies wanted away from all this and they were slaughtered. NOT THIS TIME!" The conductor slammed the speed lever forward, sending the train ahead much quicker than before.

As it accelerated closer and closer towards the dusty town, the Spike and the mares moved towards the front window of the train to watch. The town started off as a speck, quickly growing larger.

"Wh-what's that?!" Fluttershy asked, pointing to a large mass on the tracks.

"Is that a..." Twilight began wondering aloud as the roadblock on the tracks grew closer, "STOP THE TRAIN!"

The conductor shook his head, "There's not enough time to stop. You're gonna have to do something quick! The best I can do is slow us down."

Twilight begin panicking until she felt herself lifted into the air, "What the hell are you doing!" She shouted up at Rainbow Dash.

"Quiet now my little bazooka, we've got some tracks to clear. You've got one shot at this Twi, so make it count," Dash told her, both of them leaving behind their saddle-satchels as she lifted her out of the train window and onto the roof.

Twilight looked at the massive pile of wood and rock on the tracks, a few Appleloosans on either side of it, and began focusing her magic. She let out a breath as she shot a powerful beam at the center of it, scattering both debris and ponies from the tracks, clearing them enough for the train to pass through. She smirked to herself and to Dash as the train began picking up speed again, knocking her off ofher hooves. As she began rolling down the length of the engine, Rainbow Dash grabbed her, barely flying fast enough to keep up with the accelerating train.

"Do some magic or something Twilight! I can't hold you here forever," Rainbow Dash told her as she did her best to keep Twilight on the train.

Twilight thought for a moment before casting a spell on her hooves, "There, I've magnetized myself so I'll stay right here. What's bad is I won't be able to move until we've slowed enough I can bare the wind."

"Alright, I'll do my best to help if you need it, but no promises," Rainbow said, turning her head away from the wind to speak.

Twilight nodded, casting another spell to shield them from the high winds a little bit as she looked around the train as they flew past the Appleloosa station.

"Are we clear?!" She yelled at Rainbow Dash.

She shook her head and motioned forward, "They had a plan B!"

Up ahead, Appleloosans were already saddled atop buffaloes and going full force ahead.

"Keep with the train!" She heard one shout at the buffaloes.

Out among the crowd, she saw few familiar ponies, but one thing did sick out; the Appleloosans were armed with various farm weapons in their mouths. Twilight watched as the train caught up with them, and began going past them until the buffaloes begin giving it their all. She watched as a grey earth pony leapt aboard the train, running towards her with a pitchfork, only to be tackled off by Rainbow Dash moments later. She watched as he hit the ground and was immediately left far behind the train and attackers.

"Aww yea! Take that you cowpoke!" Rainbow began smugly bragging before another Appleloosan leapt on top of her with a knife in his mouth.

"We warned y'all not to come around these parts!" The purple stallion growled as he stabbed at Dash, leaving a cut on the upper part of her hoof.

Twilight growled aloud, sending a blast of magic at him and knocking him off the train, "You okay Rainbow?"

She nodded, rubbing the fresh, bleeding cut, "I'll live! Just watch your plot Twilight!"

Twilight turned her head, coming face to face with....

"BRAEBURN?!" She screamed as he leapt at her.

"Take me with you... please!" He frantically whispered as he did his best to not hurt her as he pretended to attack her.

"Take this one in with the others!" Twilight shouted to Rainbow Dash as she levitated Braeburn into her hooves, "He's one of ours I think!"

Dash nodded and looked down at the awkwardly smiling yellow pony in her hooves before flying back into the train car and throwing him in, "He's good, but if he tries anything... Fluttershy use your shovel. Spike, you can eat him or something, I don't care!" She quickly flew back to help Twilight.

The group exchanged confused glances before looking at Braeburn.

Meanwhile, Twilight shot another magic blast at an attacking pony, blasting the riding horde whenever she could to thin out their numbers. She turned her head to shoot at another as one approached her from her side. Suddenly she remembered her wings and flung them out, knocking the pony to her left off of the train.

She heard a thud from behind tried to turn to look, but found herself still attached to the train, "Damn it; RAINBOW DASH I NEED YOU!" She began shouting as she saw the pony using all of his strength to move against the wind.

Just as she thought it was all over, she heard a loud groan as Rainbow Dash rammed into the stallion, sending him off the back of the car and onto the tracks, quickly being left behind. The rest of the assaulting Appleloosans began slowing down, retreating to their fallen comrades. Twilight and Rainbow watched the thinned horde fall behind and turn around, running back towards their home.

"That it?" Dash shouted to Twilight.

She nodded, "Grab me and let's get back in. We should be set for Manehattan and we need to talk to Braeburn!"

Rainbow grabbed her friend as she undid the spell, then flew them both back into the engine where Braeburn was shoveling coal, Fluttershy was fanning the fire and Spike kept it going. The conductor looked at them and began pulling a few levers, slowing down the train to a fast, yet comfortable pace.

"Good work out there you two," he told them, "The rest of you can stop for now, we've got enough in there for the rest of the trip."

They stopped their respective acts and moved towards Rainbow Dash and Twilight.

"Did y'all stop them?" Braeburn asked as he awkwardly toyed with his hat and vest.

"Yeah," Dash replied, putting her saddle-satchels back on, "Now why don't you tell us what was going on out there?"

"It's the least ah can do after y'all saved my hide out there," Braeburn told them as he sat down.

"It started out all good when we heard about Celestia. She never made an appearance there like the other places, but we kept it together. We didn't fight or tear each other apart or riot as we heard on the radios. That's when somepony realized it; we stayed the same even when something like this happened. We didn't need the Princesses, as they put it, to be Appleloosa; so why not be out for ourselves? At first ah was on board with the whole thing, because they had a point. Then they saw the train as a connection to the hierarchy we used to have and decided a point needed to be made. I was with them until then but ah knew if ah turned back now, they'd be anything but rational. Once they started killing the ponies on that train that were lookin for safety, ah saw what was left of Appleloosa die... Not its people, but its spirit... It was a dark day and ah'm eternally sorry for all that's happened... I'd give mah left hoof for it all to go back..." Braeburn finished, lowering his hat over his eyes as tears started to fall. "Ah'm sorry ladies, y'all shouldn't have to see a grown stallion cry like this..."

Twilight put a hoof on his shoulder and hugged him, the others joined as Twilight whispered, "We've seen enough to make us all want to cry these past few days... We just have to keep faith in ourselves that we can fix it and set things right. At least with Celestia it is possible, we hope... But as for the rest of Equestria, we'll have to work a lot for it to become like it once was. So many have already been lost, so I'm not sure if it can return to normal... Nopony will have the trust in the Princesses they once did... The Wonderbolts are trying to save what they can of Cloudsdale, but as for the rest of the cities..." Twilight trailed off, tears beginning to fall from her eyes as well.

"I'm worried we'll never find our friends again... Or that I-if we do... they'll... they'll... be like Discord," Fluttershy choked out before beginning to stand. "But like Twilight said; we need to have faith in ourselves which m-means we press on ahead, l-like trains on the tracks!"

"Fluttershy has a point you two, no offense, but we need a game plan for Manehattan. Now would be the perfect time to plan it, ya know?" Spike said, standing next to Fluttershy.

"I say we get in, get Rarity, and get the hell out. From what we heard on that radio when the Oranges died," Rainbow Dash said, "I don't think Manehattan will be too sa-"

"MAH COUSINS DIED?!" Braeburn blurted out in disbelief, interrupting her.

Twilight glared at Spike, Fluttershy, and the conductor, "Didn't you guys decide to fill him in on everything?!"

Spike nervously chuckled, "We might have left out that one part."

"Go figure," Twilight grumbled, turning and hugging Braeburn once more, "They are dead, but they'll be avenged. We're going to try to track down where they were when they... You know..."

"A-alright," he told them, still stunned from the news.

"As I was saying, Manehattan won't be safe. That can be guaranteed seeing how quickly two cities fell, and then with how quickly Ponyville has seemed to fall too, Manehattan has to have gotten the same way by now. Does anypony know how Manehattan is organized?" Rainbow asked.

"I do," the conductor spoke up, "It's an island as I'm sure the lot of you know."

Twilight nodded, "We've been before. We need the city layout, like districts or sections,"

He nodded in understanding, "Right. Well, there are small businesses to the south of it, while the larger ones stay north."

"North of...?"

"The center section, which is where the two sort of bleed out into one another, along with the hotels, theaters, restaurants, you know?"

Twilight nodded and looked to the others, "We'll need three teams to split and search. Spike, you and Fluttershy," she thought for a moment, "Would probably be too scared to do anything together. Spike, you and Rainbow Dash take the north section, Fluttershy and Braeburn can take the south. I'll take the center alone I guess. You're not able to walk, are you?" She asked, looking at the conductor.

He shook his head, "Find me a wheelchair or something among the wreckage and I'll go with you. Other than that, I'm probably out for a few weeks, sorry." Twilight nodded at him, "I can do one thing though. Behind the boiler is a box full of flare guns, just in case we get stranded near a city. Take them with you, but leave me one. There should be ten in there, so that's three for each of you, got it?"

They all nodded as Spike ran over, pulling out the box and opening it to reveal the ten small guns inside.

Twilight levitated one to the conductor, and then levitated three into her saddle-satchel, followed by three each to the other two teams, "Alright, if anypony finds anything, just shoot one into the air and we'll head there immediately."

"Actually, they can be used as a weapon too. They can burn or blind a pony and give you a quick escape. So keep an eye out for it, whether it's in the air or somewhere else. If you see one from me though, I'll probably be taking my last few breaths, seeing as I'm in no condition to defend myself. So I hope you know how to run this train you two," he said, looking at the pegasus and baby dragon who helped him on the way, "Because there's a good chance you'll be running it if things go sour for me. For now though, everyone needs to relax, we've still got a while until Manehattan."

The rest of them took up spots lying down around the car. Spike curled up next to Twilight as they all lied there, trying to organize the clutter of things in their minds that had happened that day. After a while, a few of them had dozed off, save for Braeburn, the conductor, and Fluttershy. The two who were capable moved closer to the conductor, taking their place on either side of him. They sat silent and watched through the front window, seeing the landscape fly by as the day turned to night.

"It used to look so beautiful," Braeburn whispered aloud.

"Used to?" The conductor asked in a confused tone.

"Seeing it every day makes it kinda start to get old, ya know? Shoot, ah even take the sunrises for granted at this point. Sometimes ah wanna quit the farm life and jus' sleep in. Maybe it'd remind me of what ah used to enjoy seeing most each morning. Ya never really miss it til it's gone they say, maybe ah should find out if that's true or not for mahself..."

Fluttershy nodded her head, "That happened to me with animals for a while. Then I started being with Twilight and the others a lot more and started taking time away f-from the animals and other things I take care of, and I began cherishing our time together a lot more. So maybe all you need is another hobby on the side, not just full dedication to one thing."

The conductor looked at them both, "I was in your hooves at one point... Braeburn?" Braeburn nodded to confirm, "This train used to be my everything, at least after the last of my family passed on," he whispered, fixing his glasses and navy vest, "By then I thought I'd seen it all, and running this thing became a chore rather than fun... After a while I gave up, let a rookie take over until, well, he screwed up big so I had to take back over. I still thought I'd seen it all, but I learned to enjoy the trips again."

"What do ya mean you thought you'd seen it all? What changed?" Braeburn asked, looking at him in curiosity.

The conductor watched the tracks fly under the train as he spoke, "I saw Equestria begin to fall."

Fluttershy and Braeburn exchange worried looks and quietly crawled back to their spots, taking what time was left to get some rest like their friends were.

"Hey, you all might want to see this!" The conductor shouted, waking the ponies and baby dragon.

"Where are we?" Twilight asked with a sleepy yawn as she climbed to her hooves.

"About to cross the bridge to Manehattan, but it looks like hell over there..." He told her as the rest of the group made their way to the front window.

"It can't be tha- SWEET MOTHER OF CELESTIA WHAT THE HELL?!" Rainbow Dash shouted as the others could only stare, their mouths agape in horror.

Ahead of them, across the long bridge void of working vehicle or pony, lay a city in wastes. Manehattan stood tall, but plumes of smoke ran up the city, the fires lighting it in the night time sky. Broken windows scattered the skyscrapers, while screams and yelling filled the air, from far across the bridge. Pegasi could be seen flying, their silhouettes fleeing from beams of magic that continued to lay waste to the still standing buildings.

Not too far ahead of them stood a skyscraper with a giant wooden horse head, resembling the knight from chess. They watched a pegasus fly around it as the train came closer, nearly underneath it as beams of different colored magic flew past it and barely missed.

Rainbow watched closely, noticing a light at the end of it, "Wait... They're aiming at the thing in its tail!"

They watched it fly to the base of the statue, where three of the numerous beams struck the giant wooden statue. They watched the base of it explode, sending wood in all directions. It began sliding forward when Twilight snapped out of the daze.

"EVERYPONY GET THE HELL OFF THE TRAIN!" She screamed as she bolted for the door, finding it locked.

"It won't open until the train is parked!" The conductor shouted at her, quickly becoming frantic as he abandoned the levers, "And we don't have enough time to come close to doing that!"

"Then speed up!" She screamed back.

"I-I can't!"

"WE'RE NOT EVEN MOVING!" Rainbow Dash yelled.

Twilight looked around, noticing the train car surrounded by numerous magical auras, "THEY'RE TRYING TO KILL US! LET GO OF US YOU SICK UNICORNS!" She kept shouting at the ears that wouldn't hear her, save for one lone pair, as the knight moved closer to the edge. "I could teleport us out... But I'll need the help of another unicorn and... We're short on those," she said with a defeated sigh as she slumped to the ground.

"I-is this it?" Fluttershy whispered, beginning to tear up.

Spike shook his head, holding her hoof, "N-no... It can't be... It always works out, r-right?" He asked, tears running down his cheeks as the statue began tipping off the building.

They all huddled close to Twilight, even the conductor who dragged himself over, and closed their eyes as Fluttershy whispered, "Here we come, Discord."

They kept their eyes closed as they heard one of the windows shatter and hoofsteps rush towards them as a familiar voice shouted, "SPARKLE. FOCUS. TELEPORT NOW!"

Twilight didn't open her eyes but did as she was commanded; forcing all of her might into working with the other unicorn. She began encasing them in a blue and purple ball of magic as they emptied all of the strength they had left into the teleportation spell. She felt herself fall a few feet, still held by the others as they heard the loud crash meant to end their lives. As she opened her eyes she began looking around, seeing the dark silhouette of their savior moving away slowly.

"Trixie.... Wait..." Twilight weakly called after her before passing out.

End Chapter 4