It was about noon when the girls arrived at the Canterlot train station, filing out in order, starting with Rainbow Dash, then Twilight Sparkle, Applejack, Rarity, Fluttershy and ending with Pinky Pie, who bounced of the train, skipping around in her usual care free way. As the girls began to leave the train station, they all took in the sights of Canterlot, and were reminded of how different It was then Ponyville. Not better, but defiantly different.

"Oh!" Rarity cough the sight of a near by shop that had some fancy new style dressed for the summer on display. "My dear! Look at the design! The quality! It's simply divine!"

Rainbow Dash rolled her eyes, not honestly caring much for her friend's love for fashion. She flew up to Rarity, who's eyes where still locked onto the display. "Uh, Rarity, we have something more important to do then look at dresses."

With her concentration broken, Rarity turned to her Pegasus friend. "I understand, but it's not like we can't take a few, teeny-tiny moments to enjoy ourselves on this trip. After all" she went on throwing her right hoof over her forehead, and bending her neck so she faced the sky. "It would be a crime for me to 'not' enrich my self with the styles and techniques of the sufisticated and talented works of the Canterlot ponys! Simply a crime I tell you!"

Twilight walked up to the two, wanting to interject. With a sincere smile, she said "We can have fun while we are here, but Princess Celestia is waiting for us."

"But of course, my dear" Rarity said, as she released her hoof and looked back to her alicorn friend. "I was simply meaning before we leave. After all, it's not every day we come to Canterlot."

"I agree," Pinky Pie said as she skipped around her group of friends. "And we can get some cupcakes! Like the ones with the pinky swirly frosting, and the glimmering sprinkles, but not like the ones that have the gold sprinkles, those ones are good but they aren't anything like the ones the Cakes make, now those ones are gooooooood, but I mean the ones that have the little banners on them too! And the filling, oh! I want one with straw easy filling! But it has to be a chocolate cake with strawberry filling! Don't get me wrong, vanilla filling is great too, but chocolate and strawberries are Amazing!!! And maybe we could even get th-" Applejack put a hoof to Picky's mouth.

Smiling at her enthusiastic fellow earth pony, Applejack said "We can do all that after we meet with the princess. Ok?" Pinky nodded her response before Applejack removed her hoof.

"What did Princess Celestia want again Twilight" Fluttershy asked in her quiet almost whisper voice. " I don't mean that her calling you here means she wants something, or anything like that. I mean you are her faithful student and everything, and she is your teacher, I mean..."

"It's ok Fluttershy" Twilight said as the girls began their walk threw the castle gates. " I asked Princess Celestia if I could barrow a book on more advanced magical spells. The Ponyville library has a lot of books on magic, but I read them all already. I was looking for something more of a-"

"Challenge?!" A thundering voice echoed threw the courtyard.

The girls all looked up to see a dark figure outlined by the sun, on top of one of the towers within the castle courtyard. Before the girls could say anything, the dark figure jumped down off of the tower, and began falling fast towards them! Twilight attempted to catch the pony with her magic, but before she could, the pony had teleported. All the girls looked at each other, dumbfounded. Well, all except for Fluttershy, who had her eyes hidden behind her hooves, fearing the worst result from a pony falling off a tall place.

"Where did they-" before Rainbow dash could finish her sentence, some pony whistled from behind then.

All the girls, including Fluttershy who released her eyes, turned back to the castle gates were a dark colored stallion stood.

His coat was a light grey color with a jet black, eyes emerald green, with a sly and sinister look about them. His build was that closely related to a royal guard, but he stood taller and more proud. Twilight noticed that he had something in his mouth. It was a letter with Princess Celestia's seal on it.

He placed the letter on the ground. "Hello Miss Twilight Sparkle- I'm sorry. Where are my manners. Princess Twilight Sparkle." He said as he bowed his head, but e kept a somewhat menacing grin on his face. "I was sent here to deliver you a message, since it seems you have left your dragon assistant at home." He raised his head up and stood proud and tall as his dagger eyes stabbed directly at twilight. "But first you must catch me!"

And without a second warning, he dashed off, passing the castle gates in seconds, almost out of the girl's sight. The 6 mares then began chasing him.

After a few moments, Rainbow Dash asked Twilight "you want me to catch him? I could catch him in ten seconds flat."

Twilight thought about this for a moment, then watched the stallion run for a moment. "No", she replied with a serious look upon her face, not breaking eye contact with the grey stallion. "He's not trying to get away, other wise he'd just teleport, and his pace is at a medium speed for his size. He's taking us somewhere, but where? And why?"

"Ya thinkin' this feller got a bone ta pick with ya Twilight?" Applejack asked while keeping a steady pace.

"I don't thinks so, I don't even know who he is." She answered her friend honestly.

"You think he's looking for a fight?" Rainbow Dash asked, slowing her speed to stay with her friend's pace.

"I don't know, but we need to be in our guard." Twilight broke her focus on the stallion to take a few slight glanced at the surrounding area. She grew up in Canterlot, and thought it would be a wise idea to know where he might be leading them. Then, just as she realized their destination, they arrived.

The grey and black stalin stood in the middle of a large park that stood at the edge of Canterlot. At this time of day, not many of the Canterlot ponys would be there, so they had it to themselves.

"Why did you bring us here? What do you want? Who are you?" Twilight shot the questions at the dark pony, who in turn stood up strait, met her gaze and smirked.

"I'm not surprised you don't remember me from class Princess Twilight Sparkle, you always did find books more fascinating then the ponies or the world around you." His voice seeped around the girls like a thick fog. "They call me Shadow Veil, a fellow student under Princess Celestia. As for why I brought you here and what I want, we are going to have a magical duel." Small sparks flew off his horn as a flicker of green light flashed in his eyes.

"What makes you think I would duel you? That's an abuse of magic." Twilight answered, glaring at the dark unicorn.

"An abuse you say?!" Shadow Veils's cocky smile faded, a few sparks flickered violently from his horn. "What is an abuse of magic are all the ponies who spend years learning under Princess Celestia, who never use their magic when it's needed, especially at a moments notice! Where magical duels keep a unicorn, or in some rare cases, an alicon's mind and skills sharp." The slick and wicked smile returned to his grey face as he added "I would have thought Princess Celestia's number one student would know that and be more then willing to perform such a task."

"I don' like this," Applejack said, stepping closer into the group. "I got a bad feelin' bout' that feller." Her eyes trailed back over to the grey stallion, who looked to be getting inpatient. "Something's not quite right 'bout him."

"In deed," Rarity spoke up. "He does project that nasty aura."

"I can hear you know," he commented, yelling from across the field. "And that's not very nice Rarity."

"How did you know my name?!" Rarity asked, wondering if they too have met before.

"Oh, I know more then just your name Rarity, fashion artist, elder sister to Sweetie bell, and bearer of the element of generosity." He proudly listed off all that information, still smiling sickly. "I also know of Rainbow Dash, skilled weather controller of Ponyville who represents the spirit of Loyalty. Fluttershy, the quiet and innocent care taker of animals in Ponyville, who represents the spirit of kindness. The party pony Pinky Pie, as her friends call her, representing the spirit of laughter. Applejack, who lives on the apple farm known as Sweet apple acres with her older brother, little sister and grandmother, who represents honesty."

All the girls sized the stallion up, half shocked that he knew them that well, yet they had no idea of who he was. Pinky Pie was especially dumbfounded, having learned the name and face of every pony who she ever met.

"How do you know who we are? Have you been spying on us?" Rainbow Dash was the first to speak up, frustrated as well as insulted.

But he stallion just smiled, shook his head, then replied "that's my secret. But I might feel inclined to tell you if you defeat me. What do you say, Princess Twilight Sparkle?"

"No," Twilight said without a moment's hesitation. "I'm not going to duel you."

And as the group of girls began to walk away, Rainbow Dash a little disappointed that Shadow Veil didn't get his flank handed to him by Twilight in what she thought would have been a rather fast match, a flash of green Flared from behind the girls. Twilight turned around and saw a red and black baby dragon standing beside Shadow veil.

"What are you doing?" She stopped and asked him.

"Well," he began, holding up the letter from Princess Celestia. "Since you obviously have no interest in what the Princess had to say to you, or about where she went to, I suppose this letter is trash now."

The baby dragon blew fire at the ground, creation. A small bon fire, that quickly grew. Shadow Veil then held the letter over the flame, prepared to burn it to ash, when Twilight spoke up aty the last moment.

"Wait!" She cried. Shadow Veil paused, and the smile quickly returned to his face. Twilight locked eyes with him and answered "I'll duel you. Just tell me where the Princess is, and if she's ok."

He smiled. "I appreciate your concern for Princess Celestia, but at the moment, she is safe. Now let's duel!"

The two ponies stepped closer into the park as the black and red dragon assistant blew the bonfire out, and stepped aside, holding the letter in hand.

"This will be to 3 points" Shadow Veil began to explain. "You cast a spell, I counter, I cast a spell, you counter. We each have 30 seconds to counter, or we lose the point to the other player. No lethal spells. Let's keep this clean. And no help from your friends other then your assistant, a shame you left him at home."

"Wait one gosh darn pickin' minute!" Applejack spoke out. "How come you get help, but she can't?!"

"In deed," Rarity added. " it's no fare you get help from a friend and she doesn't!"

An agitated look cracked across Shadow Veils face, and a few yellow sparks shot off of his horn. In an annoyed tone, he replied "Envy isn't my friend, she is my dragon assistant. And Canterlot magical duel rules clearly states that Any pony is allowed to have the aid of their dragon assistant, weather they be there at the moment or not. Why?" The smug smile returned, "don't you know the spell to summon your assistant?"

"That only works in a mile or two radius, and Spike is all the way back in Ponyville." Twilight countered.

"Very well", Shadow Veil replied. "I will not use my assistant as to keep things even. I wouldn't want an unfair advantage, especially when I take down the number 1 student."

Twilight shot an angered glair at the grey stallion. "Let's do this."

"Glad to hear it," he lightly spoke as a stop watch magically appeared out of a flash of green. It floated over to Applejack, and loop edit around her neck. "We need an unbiased judge, so who better then she-who-represents-the-spirit-of-honesty?"

Applejack looked down at the stopwatch, then up nervously at twilight, who have her a reassuring nod. Applejack then made her way to the mid point of the field, and stood, having both magical ponies I. Her field of vision. She looked from Twilight, to shadow veil, and back to Twilight, gulped, then said out loud "ya'll can start!"

Author's Note

got the idea for a magical duel from the episode withTwilight and Trixy, but the point thing is from sparing in my martial arts class.