My Little Pony: Rise of the Elements

by Featherdust418

Rating: teen
Tags: Main 6, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Adventure, Discord
Length: 9556

Discord, king of Equestria, has spread chaos and evil throughout the land for 1000 years. Ponies continue to suffer, and nopony dares to oppose him...

1000 years ago, Discord fought a battle against the Royal Sisters Celestia and Luna... and won. He locked them away in the sun and moon respectively, and has reigned as king, shrouding Equestria in chaos and darkness. For 1000 years, the ponies of Equestria suffered, learning to live by stealing, lying, being greedy and angry, and yes, even at times... by killing. This is what ponies know- this is their life. However, there is hope... an unknown hope, deep beneath Canterlot, in the Canterlot caves. There is a secret community there, called the "Harmony Underground". A Unicorn by the name of Twilight Sparkle, who has lived in safety of the "Harmony Underground", finds out about the terrible and harsh outside world, as well as the true horror of Discord's rule. Now, there is only one thing she has set on her heart- to stop Discord, and bring peace and harmony back to the land! How will she do this? By finding and utilizing the ancient artifacts known as the Elements of Harmony! She just has to find them, and then figure out how exactly they work...
(Cover art not mine, also I do not own MLP:FIM.)

Published 2019-06-18 02:20:01 UTC
Last updated 2019-11-13 15:36:50 UTC

Prologue

"Playtime is over for you, Discord!"

Princess Celestia, Royal Guardian of the sun and one of the two Sovereign Sisters of the Equestrian Nation, stood alongside Princess Luna, the Royal Guardian of the Moon, as well as the second Sovereign. Together they faced down Discord, Spirit of Chaos and Master of Confusion, the one who had come to disrupt the ponies peaceful way of life and spread confusion and darkness as far as he saw fit. The Princesses had traversed far and wide, enduring the many challenges that Discord himself had set up as his defenses and blockades. They were tired, in pain, and had argued with each other, probably more than they had in their entire lives. During the final moments of their journey, the two had ceased speaking to each other, as they had become fed up entirely. Finally though, they had reached the place where Discord had made himself at home. They could end his reign of terror, be done with his tricks, and go back to the peaceful and harmonious world that they had previously resided in.

"Oh I doubt that. Hungry?" Discord responded nonchalantly, as he sloppily consumed what appeared to be strange black seeds from a small sack, getting more seeds on the ground rather than into his mouth. The two sisters offered no reply to Discord's question, but rather glared up at him and stood together silently. Then, Celestia turned her head and used her magic to unlatch the saddlebag she had brought with her. She then levitated six gem-like objects out of the bag, and Luna took hold of three of them, and they began to swirl the objects around themselves slowly.

Discord, who had been ignoring the royal sisters ever since they had remained silent at his question, took notice of the strange objects and immediately became intrigued.
"Oh? What have you got there?"
This time, Celestia did reply to his question.
"The Elements of Harmony!"
Luna then also spoke up,
"With them, we shall defeat you!" The sisters then powered up there magic, and the Elements began to swirl faster and faster around them. Discord, however, simply rolled over in his throne and began to laugh.

"Ahahahahaha! You should see yourselves right now! The expressions on your faces, so intense- so sure of yourselves! Ahaha! Haaa... very well! Let's see if your little 'Elements' will work!" His own expression then changed, from amusement to one of anger. The sisters then touched their horns together and released a loud, angry war cry, and the Elements spun so fast that they created a shield around the two. They then began to charge up, and released a powerful rainbow-colored beam of energy, that swirled around and around- then it shot straight up into the air and then came down in an arch, straight at Discord himself. He was not deterred, however- he made a shield of his own, and placed it in front of him moments before the beam reached him.

He was immediately surprised at the beam's force- its pressure started to break away at the sides of his shield, as he poured more focus into the center, where the beam was hitting. He knew he wouldn't lose though... he couldn't. He had put far too much effort into his twisted plan to fail. Finally, the beam's power began to let up. Once completely gone, he instantly dropped his shield, plopped down onto his throne, and started to pant heavily. He thought about what had just taken place. These two foolish ponies, they tried to stop him- Discord, the one and only Spirit of Chaos! Well, he would show them that he was not to be taken lightly. Admittedly though, he was surprised at the Element's strength; he didn't expect them to come that close to defeating him. He knew little about the Elements, but what he did know was that they were incredibly strong and that those utilizing the ancient tools needed to have kind hearts, as well as be in good spirits. Knowing at least this, and also that the sisters would most likely be looking for the Elements he worked harder than ever before at creating his defenses that the sisters would have to go through, to aggravate and crush their spirits as much as possible. He then looked down at the sisters... and saw that they too, had been exhausted.

Celestia picked up her aching head and looked around weakly. She saw the Elements lying on the ground around her and her sister.
'What happened? Celestia thought to herself. Then, all at once it came back to her- she and her sisters' attempts to stop the Spirit of Chaos. They had searched long and hard, and finally had come upon the secret dwelling place of the Elements, the Tree of Harmony. With them, she was sure that they would be able to defeat Discord...

'Something... isn't right. Something is amiss.' The Elements should not have failed. They were supposed to stop Discord, and end his reign of terror. However, there was something that was off... and she could feel it. She looked to the Elements again, and saw that they were even duller than when she and her sister first found them, having been so inactive for such a long time. Perhaps the extreme amount of energy that they were suddenly forced to expel had spent their magic for the time being? Possibly, but Celestia felt that this wasn't the case. If only her knowledge about them had been greater... but there was so little recorded on the Elements, it made it difficult for her to find out more than what she had already known.

She then heard something stirring beside her. Looking over, the Solar Sovereign saw that her sister was awakening slowly. Celestia inched her way closer to Luna, and draped a wing over her.
"Luna... Luna, are you alright?" she asked gently. Luna shook her head carefully and, looking around, replied,

"Y-yes... I believe so. My cranium is in a great deal of torment, but I should be... wait. What are... the Elements. Discord. It's... it's all coming back to me now."
"Yes sister, I'm afraid that the impossible has happened... the Elements have failed. Not entirely though... something is amiss. I believe that-"
She stopped suddenly, when Luna abruptly pushed Celestia's wing off of her. She stared at her in surprise, and Luna returned the gaze with one of irritation.

"Celestia... you promised me that these 'Elements' would work. Yes, they proved to be powerful, any peasant could even see that. But what is power when it still fails? I will tell you- it isn't enough. You should have done more research on them, tried to-"

"Now excuse me! 'Done more research?' That is exactly what I did want to do, but you're the one that insisted that we needed to move quickly! Now, I know we needed to defeat Discord, and that waiting wasn't going to help us at all... but at least we would have been prepared." Celestia told her sister, as her coat and mane lost some of their vivid colors and became more grey in appearance.

"Prepared? Sister, we are the greatest rulers Equestria has ever known. We are practically ageless, and our magic is so great that we are able to raise the sun and the moon, all by ourselves! We came prepared for these types of situations! For us to rely on some fickle old gems, the idea is preposterous to me! Oh, this is just like you, always worried about yourself, and always trying to find some crutch to aid you in these kinds of endeavors!" As Luna replied, her own coat and mane began to lose their vibrant blue hues, and started to become a dull grey as well.

"Well, perhaps that's because I don't feel like getting hurt, captured, or worse- and losing the ponies I love and protect to some maniac! Do you not see? We LOST. Discord isn't some run-of-the-mill villain, his strength matches that of our own! If we were to go hoof to hoof with him, we could be far worse than we are now! But you've always been reckless, thinking you can do things that end up being incredibly risky and foolish... how many times have I been dragged along on one of your pointless adventures, and barely made it back alive because we almost drowned or got eaten by a hydra or who knows what else?"

"Oh please, you make it sound like I didn't know what I was doing! And pointless... you're one to talk, what with your long and boring study sessions of subjects that are so obscure and that we'll never use, even in our long lifespans! You clearly would not have stood a chance had we gone hoof to hoof! Its no wonder you couldn't handle my adventures, I should have never brought you along- I never needed you anyway!"

Soon their colors were completely gone, and there was nothing left but the dull, boring grey color- in fact if the two had sat completely still, one could even mistake them for statues.

Discord watched the two sisters bicker, and a grin stretched across his face. No wonder the Elements didn't work! Of course, he knew anyway, but to actually see why- he was relishing the moment. How he wished he could've watched longer... but he had a kingdom to take control of. So, he quietly arose from his throne, and hovered over two the Princesses, unnoticed. After listening in bliss to the final moments of the conversation, he finally broke up their argument, starting with a slow clap.

"Well done, fillies! My my, I am quite impressed! I must say, you should argue more often, its quite-"

"SHUT UP!" Luna bellowed, and Discord's eyes went wide as he was taken aback. Luna then with a rush of adrenaline flew quickly towards Discord, and charged her horn with forceful magic. Discord watched as she came rocketing forward, and he gave a mischievous grin. Snapping his fingers, he encased Luna in a bubble trap and caused her to freeze in place, inches away from where he was. She growled angrily, while he shook his head at her and he spoke up, saying,

"Tsk tsk tsk! Did you really think charging at me with all your anger was going to give you what you wanted? Your sister was right... it seems that you can be quite reckless at times!"

"Heh, told you." Celestia said as she glared at her sister. Discord then snapped his fingers again, and made a second bubble that went around the Solar Princess.
"Hey, what do you think you're doing!?" she protested angrily.

"Ha, serves you right." Luna chuckled cruelly as her sister became trapped also.

"Oh-ho my, you two are much more fun this way! I should have done this a long time ago. Ah well, I can have plenty of fun... once you two are out of the picture. Dearest Celestia, your first words when you came here was that my playtime was over. Well, I tell you- tell you both- this now: Princess Celestia and Princess Luna, your reign of harmony and benevolence is over! The time has come for Equestria to change, to be led by something greater! I shall usher in a new era, an era of darkness and chaos! And my first action as king will be this: I Discord, Spirit of Chaos and Equestria's new ruler, hereby banish Celestia, the Solar Sovereign and former princess of Equestria to the sun, and Luna, the Lunar Sovereign and former princess of Equestria, to the moon!"

Discord's paw and claw began to glow with chaotic magic, and he shot a beam outwards till each one touched a bubble, the beam connecting between him and the bubbles themselves. His eyes began to glow white, and he swiftly shot his arms upwards, launching the bubbles into the atmosphere. The last thing he saw of them was two faint, white twinkles in the sky, and then they were completely gone.

"I... I did it. I, Discord, am officially Equestria's new ruler... Celestia, you were wrong.

Playtime has only just begun."

Chapter One: Harmony Underground

1,000 years later...

A young, lavender coated Unicorn sat on a cave floor in a small room, with nothing in it but a small shelf packed with books. In fact there were so many books that they could not fit on the shelf, thus some of them were piled up around it in neat, organized stacks. The mare was reading a book that was quite large, in fact one might even be surprised that she was reading such a book... if there was anypony that didn't know her well enough. The ponies here though were closely knit, a sort of "everypony knows everypony" community. This sometimes bothered the young mare, as it was at times difficult to get away and have her own place to study. She did have one place that few knew of and spent most of her time away from everything else there. That is until somepony that knew about the spot came to collect her.

"Hmm... according to this book after the terrible Spirit of Chaos, Discord, took over "the world above" he twisted it to match his own darkness. It also says that there are a few places untouched by his magic. I wonder what it is like? I only know from books, but Shiny knows from experience. Though every time I ask him he avoids the subject. There's got to be a way to pry more information from him, but how? I need to find a way..."

"Twilight, c'mon! Its getting late and dinner has been waiting for you for some time. I can't keep heating it up forever! Please Twilight, you need to eat something!"

Twilight Sparkle, the name of the afore-mentioned unicorn, sighed heavily. Hadn't she gone to her spot to read just moments ago?
"Be right there!" She said with a bit of edge in her voice. She didn't mean to say it like that and hoped the baby dragon hadn't heard it. She shook her head, then got up and left her small hideout. She then covered the space using an illusion spell, and turned to faced the little dragon who was waiting for her just outside.

"Hello Spike! Thanks for keeping my dinner warm, I really appreciate it," Twilight said cheerfully, just in case he did happen to hear the edge in her voice from before.

"No problem, Twilight! Oh, umm... and after dinner, we're going to see Cadence and your brother", Spike replied, twiddling his claws nervously.
Twilight began to grumble a bit about not being able to go back and read some more, but then she remembered that she wanted to speak with Shining about "the world above", and this time she wouldn't let him tip-hoof around the subject.

"You know what Spike? That sounds great! I'll hurry up and eat, and you go wash up and get ready for our visit!"

"Umm... ok, cool! Alright, can't wait to go!" Spike was always a bit worried about telling Twilight about those visits, as sometimes the result would be good... However, he also occasionally would have to listen to her grumble and complain until they got there about how she wouldn't be able to read or study at all. This usually happened when she had her muzzle deep in a book, which she did this time, so he was a bit surprised- and glad- that she had showed an eagerness to go.

Soon, after they had finished doing what they needed to do, the two made their way to the castle- which was really just like a small mansion, at least it didn't look like a castle from what she had seen of them in images from the books she read. They walked down the dusty road, passing by the small homes of the community. The entire village was deep beneath the surface, in the Canterlot caves. Canterlot was going to be the planned future kingdom of the Princesses, after Discord had attacked and managed to force them away from their home in the Everfree forest. The Princesses had discovered the empty caverns and sealed them away from Discord's eyes, as well as his magic from ever finding the place. Unfortunately, that plan to rebuild the new kingdom never came to be. After Discord began his reign however, a small group of ponies managed to escape his evil and these ponies recorded in their logs about how "A guiding light revealed to us these caves, and here we have found safety and hope, away from the evil that the chaotic king spreads across the land."

Once they came upon the "castle", Twilight went up the steps and knocked on the front door. The sound of a lock being partially unlatched could be heard, and soon after the door opened slightly, and a gruff voice cried out from behind it,

"Halt! Who goes there?"
Twilight rolled her eyes, while Spike hid behind her leg at the sound of the voice.
"Its me, Twilight Sparkle! My brother is expecting me..."

"Can you prove that?"

Twilight wanted to explode... did her brother forget to inform the guards that they were coming? Just before she was about to recite an entire book to the guard, she heard another voice.

"Stronghold, its okay! Can you please let my sister in? I'm expecting her tonight! Of course she's always welcome, no matter what."

"Oh uh, yes of course, sir. *ah-hem!* Miss Sparkle, you may enter." Stronghold then unlatched the lock completely, and opened the door wide. Twilight trotted in, her nose sticking up slightly as she walked by the guard. She then saw her brother, and gave him a slightly irritated look.

"You should tell the guards to let us in when we're coming... I'm your sister Shiny, I shouldn't have to go through that you know."

"I know... and hey, I usually do- but you also usually take a lot longer to get here. I wasn't expecting it to be so quick." The two stared each other down, then Twilight relaxed and grinned at him. "Fair enough."

Shining also smiled, and the two embraced. Shining then greeted Spike with a hoof bump, and then they all made their way down a hallway and further into the castle.

"I'm glad you came Twily- Cadence will be happy to see you too, of course, then again we always are. We're really lucky to have somepony like her in our lives."

"Cadence is really great, and I'm really happy that she's done all that she has. Especially considering that she's the current princess of the Harmony Underground... she really could've just done whatever she wanted."

"Haha, but she isn't like that and you know that. In fact, doing what she did has made her more fitting to be the leader here." Shining replied.

"That is true." With that, they walked into the room they had just arrived at, which appeared to be a sitting room. Twilight, seeing a pink Alicorn pony with her back turned to her, cried out,
"Cadence!"

The Alicorn then turned around, and her face broke into a big smile when she saw the purple Unicorn.

"Twilight!" The two then ran up to meet, and started to do their little dancing game that they had come up with together when Twilight was much younger and Cadence foalsat her.

"Sunshine, sunshine, ladybugs awake! Clap your hooves and do a little shake! Hahaha!"
The two then hugged warmly, and everyone made themselves comfortable on the couch and two chairs in the room. There was also a large fireplace, a desk and a small chair, and a table in between the couch and larger chairs, in the center of the room. A chandelier with all sorts of crystals hung in the middle, reflecting a dazzling, yet comfortable light.

So Twily, how have things been in your neck of the caves?" Shining asked his sister, while a servant brought some cider out for the group to enjoy. Certain supplies were indeed rare, and often the ingredients would have to be smuggled in from 'The World Above'. Cider was one of them, a rare treat indeed, for most. It sold for a high price when available, so not everyone could get it. The princess being the princess however, could indeed afford it. She would even share the cider (as well as other rare foods) as often as she could, whether it be for get-togethers (such as tonight), or with those who were less fortunate so that they could at least have an idea of what certain things would taste like.

"Things have been good, doing a lot of reading, as usual. Nothing new, really... but I heard you just got back from a dangerous raid from 'the world above'! Please Shiny, you've just got to tell me what that was like!"

"Well, it wasn't really a raid... just a scouting mission. Simply to check up on the magic reserves of the protection spell, and refill it where it needed. And while I did have a small squadron with me, the spell is strong enough to hide us from the Discord's magic even above ground. At least for a short time anyway."

While the spell the princesses used was of far greater knowledge and magic than what normal unicorns had, it was still able to allow for them to use their magic to keep the spell alive, as it was necessary to do so to stay protected from Discord's evil. The princesses had left a book that they had written together, with all the info necessary on the upkeep of the spell as well as what to do and how to get things going in the caves, should their plan have failed.

"Oh, I see." said Twilight, with slight disappointment in her voice. Shining glanced quickly to Cadence, who returned the look with one of concern. Shining then looked again at Twilight, and opened his mouth to speak, but before he could Twilight perked up and continued,

"Well, you still went up there... what did you see? Anything interesting? Castles? Trees? More books?" Shining sighed gently and responded,

"Twily, I know you want to go up there. But you also know that its too dangerous. As captain of the guard, I am able to go, but even I have to know my limits. I don't go roaming around looking for things, that would be foolish and put our whole community at risk. I simply stick to the plan, go up there, and get back down as quickly as possible. In-and-out, simple as that."

"Yeesh, I only asked of what you had seen, not that I wanted to go up... why do you always jump to that conclusion?"

Shining's jaw dropped slowly, as he tried to think of a response. When he couldn't come up with anything, he put his hooves to his temples and began to rub them. Finally, he exclaimed,

"Because Twily, every time you mention "the world above" that's what you always ask! I just... I'm sorry. I guess it wasn't fair of me to assume, but really, I can't help but feel like that's what you were leading up to. I got a little ahead of myself, I guess I just wanted to stop it before it came. Promise me you won't ask though? You know what my answer is anyway, same as always."

Twilight looked apologetically at Shining, and replied,
"Sorry, BBBFF. I guess I do ask that a lot, and we tend to... argue over it often. I don't want a night like that tonight, so I won't ask, I promise. I can at least ask if you saw anything though, right? I mean, I know you don't see much, but... something, anything? You can't possibly tell me your scouting mission was that boring!"

Shining chuckled at that, and said,
"Alright, glad we've come to an agreement! And, on that note... I suppose I did see something, I could tell you about it."

"Ooh ooh, please Shiny! I've just got to know!"

"Alright, alright! Well, there was a little path a ways off, not too far..."

And with that he began to tell her of an area he found, past a few trees. It was a small basin of water in an open area, with a waterfall cascading down into it. The sun had even reflected off the water, creating a rainbow that shone brilliantly. Twilight's grin grew larger, as she imagining the spot in her head. She had to see it. Suddenly, a plan formed in her head.

"Shining, that sounds amazing... I wish I could g- er, ah ha! Nevermind, its not important. Thank you for telling me though. I won't say anything more, as promised. Umm, but I was wondering... we've run out of moonberry juice again. Might I ask when the next nightly raid might be?"

Shining gave her a suspicious glance. She backed down from asking to go to the spot rather quickly, though she did make a promise. And it wasn't unlike her to ask about raids or scouting missions, though the night ones were a little less common of her. She did like moon berry juice though... finally, he gave in.

"Well, you're in luck, Twily. There should be a nightly raid in about two days, so you can expect some juice soon. Moonberries are in season, too."

"Ah, perfect! Thanks for the info, Shiny. I can't wait, I really miss the stuff!" And with that the four continued on, talking about this and that until finally Spike began to drift off, signaling that it was time to end the night's visit. Twilight gently levitated Spike onto her back, and after quiet goodbyes she was given an escort home. Once she was there she put Spike to bed, and began to work on her plan- to sneak out and go with the guard on the next nightly raid.

Author's Note

So this is the first chapter in this story (excluding the prologue, of course.) Here we see that Discord has followed through with his plan and has been successful for 1,000 years. We also meet Twilight Sparkle, but what of the rest of the mane six? Well... Soon, they will make their appearances. Just be aware, in this story they are not quite like what you know from the show. Already we see that Twilight is slightly ooc, with her desires of wanting to explore the world... Though you could say it is for "research".:raritywink: I could say more, but I will leave you to wonder about what they might be like. Until you find out for yourselves.
(Comments and constructive criticism welcome!)

Chapter Two: Into the Unknown

The time had finally come. Twilight spent the last two days preparing for this moment. She read, studied, calculated her provisions, and bolstered her spells as much as she could in what limited time was available to her. She even made a spy outfit to sneak out after the guards in. It was black as night and nearly covered her entire body, up to the base of her neck. She also had a white hoofkerchief tied around her head and a large eye patch.

'Ok, Twilight. You got this. All you have to do is go up there, take a look around, find that place Shiny was talking about two nights ago, and get back before anyone notices you're gone! Simple! Aaand... I'm talking to myself. I- I'm gonna stop now.'
The lavender mare took a deep breath, stretching out her hoof as she tried to relax. The little exercise was taught to her by Cadance, and it worked wonders to help Twilight keep calm when she was stressed out or under pressure. She knew the cause of her speaking to herself was the cause of a mix of emotions, mainly nervousness and excitement. Nervous at the thought of getting caught during her little excursion, and excited at the prospect of seeing something new outside of the cave where she had been forced to stay her entire life. In fact, one could say (if such a word were to exist) that she was quite "nervousited" about the entire situation that was about to come to fruition before her. Or at least she hoped strongly that it would.

After getting dressed into her outfit and filling a saddlebag with her necessities, which included: Food, water, and "saddlebag-sized" edition books on any information having to do with "The World Above", she decided it was time to move out. The guards would be gathering soon to get ready for the raid, and she needed to be ready or she would miss her chance. She exited her small cavernous den and moved out of her room, and as she walked down the hallway and approached the doorway to the kitchen she heard a familiar humming sound.

'Oh Spike, always such a happy little guy! I'm so glad t- SPIKE!'

As she thought his name quite loudly she squeaked a bit, nearly saying it out loud. In that moment, smiling as his happy little tune reached her ears, she had forgotten that the baby dragon could not know of her plans. If he found out he would do anything to stop her, including warning Shining Armor and his guards of what she intended to do.

'Well, I could use my invisibility spell... no no no! That spell is very straining and I can only keep it up a short time. I have to use it to get past the guards.'
She decided to use a muffling spell, allowing her to sneak past unheard at least. Hiding around the corner of the entryway to the kitchen, she cast the spell upon herself. A soft flash illuminated the area briefly, and she squeezed her eyes shut as she waited for Spike to come and investigate. After a few minutes of not hearing any questioning, she opened her eyes and resumed her focus. Had she been doing so earlier she would have realized that Spike was humming the entire time, completely unaware of any spell casting taking place or lights flashing. Twilight giddily trotted in place, closing her eyes again but this time out of excitement rather than fear of being caught. No sound was emitted from the excessive trotting of her hooves, and this pleased her immensely. She took a deep breath and focused again.

Coming out from behind the wall, she slank along the floor as she quickly tried to make it across unnoticed. Although her hoofsteps couldn't be heard, she could still be seen and wanted to be cautious in case he turned around. Which is exactly what ended up happening. About a third of the way across, Spike turned around about halfway and caught site of the mare, dressed in a ninja-pirate outfit and slinking around. The two locked eyes for a minute, then the baby dragon began to speak.

"Uh, Twilight? Wha... what are you doing? And why are you dressed as... a ninja pirate?"

He gave Twilight a quizzical look as his eyes darted from her suit to her headband to her eye patch. Twilight, although starting to grow nervous, suddenly gave him a deadpan look. Ninja-pirate!? It was so obvious her outfit screamed "Spy!" Ah, how naive Spike was in his adolescence.

"Oh Spike, please. Obviously this is a, a..." Before she finished her sentence, a plan formed in her mind.
"Ninja-pirate costume! Oh wow Spike, you nailed that on the head! How did you know, you clever little dragon you! Ah-ha! W-well you see, I'm wearing this cause, I-I'm going to a costume party! Yeah! Can't believe I almost forgot about it! well I don't want to be late, So I better get going. Don't worry about me and dinner, I'll be fine. See ya Spike, I'll be back later o-"

"Twilight? Who's party is this?" the small dragon interrupted. He didn't mean to be rude, but something seemed off about what she was telling him. It wasn't like her to forget things like this, on top of the fact that she wasn't the most social or outgoing pony so something like this would be very out of place for her, to him at least.
"A new... friend?" Twilight lied, growing nervous again.
Spike gave her a peculiar look, eyeing her with a small frown. "New friend, huh? Ok... so what's her name?"

"H-her name? Oh it's-" She then glanced all around the small kitchen, and began to put a couple of words together from objects she took notice of. "Sugar Spoon! Oh yup, that's my new friend! Well I better go before I'm late! By-"

"Twilight, Wait! You mean to tell me that you just happened to make a new friend out of the blue? When did you even meet this friend?"

Spike knew something was up. Her story was coming from nowhere, and she kept herself holed up in her little den ninety nine point nine percent of the time. How could she possibly have met a new pony? She didn't even have an interest in making friends!

"Geez Spike, you sure ask a lot of questions! I'm not a little filly, and you're not my parent. I can leave when I want to!" Twilight snapped, and then her gaze soften as she saw the hurt in the baby dragon's eyes. "Spike... I-I'm sorry. I just, I'm just a bit on edge cause I really don't want to be late. Please... you just have to trust me. I know you can do that, right?"

While she was speaking she had gotten up and walked over to the baby dragon, pulling him into a gentle hug. He sighed, then looking up at her he replied,

"Twilight... I know you. You're super smart. And, although you don't do it often I know that when you want something you tend to make up these crazy plans to try and get what you want. Remember when you tried sneaking into the castle's basement to get at the latest shipment of moonberry juice?"
Twilight paused, remembering that day. She had actually attempted to drill down from the outside to try and break through to the castle basement. And she had nearly been successful too, had it not been for her popping out right in front of the drink cooler's door... an the guard keeping watch. Spike began to chuckle, with her following, and they both broke out into a fit of laughter. Finally, Twilight was able to calm down enough to give him a response.

"Oh Spike, t-that was a long time ago! Come on, I'm a lot better now! I've learned from that mistake and it won't happen again."
Spike shook his head and sighed again. "Maybe so, and maybe your plans have gotten better. However I know this is one of those moments. Twilight, please be honest with me... in fact, how about a deal? You tell me what's really going on, and I promise I won't tell anypony ever. Dragon's Oath. So, there... is no Sugar Spoon, is there?"
Now it was Twilight's turn to sigh as she closed her eyes. He gave her a Dragon's Oath, which he insisted was a promise among dragons you kept unless you wanted something very bad to happen to you. Although very little was known about dragons, he always said deep down he could feel it in his dragon blood and bones that it was a very real thing, and he would never, ever betray an oath he had made... at least not a Dragon's Oath. Finally, Twilight gave in.

"Alright Spike... y-you win. No, there is no Sugar Spoon, at least none that I have met. The truth is... well, the truth is I'm going up! I'm going to sneak out and see The World Above! I just want to see that area Shiny was talking about, that's it I promise! I won't be long. And now you can't tell anyone. Just wait for me to come home, I'll be in and out before the guards get back!"

Spike stared at her with wide eyes, the shock clearly evident on his face. He then shook his head and replied,
"Twilight... I- I want to stop you. I can't now, but at the very least I want to go with you! Please, please don't go by yourself. What if something happens to you? At least then if anything happens maybe one of us could get help. I just... We barely know anything about what's really up there. And if something happened to you, I would blame myself for not being there. Please take me? Please..."
He stared up at her with big, sad eyes, on the verge of tears. Twilight stared back down at him, this time she being the one in shock. This was not at all what she expected. Millions of possibilities raced through her mind, tugging on each side at whether or not she should allow the baby dragon to accompany her on her mission. Finally she smiled at him, deepening the hug that they had never let go of.

"Spike. If you really want to come with me, then yes you can come. I'm sure that nothing bad will happen, and this will make it all the more exciting too! I'll be able to discuss what we've seen with you! It'll be our own little secret", she said as she winked at him.
He grinned back at her, although part of his grin was due to being nervous.
"O... kay! G-great! So, uh, I guess I should pack a few thi-"

"No need, I have everything here! Let's get going, the sooner the better!"

Spike gulped, but bravely climbed up on the purple mare's back. In an instant the two were out of the house, heading for the barracks where the squadron would be gathering. After sneaking through the back alleyways to avoid any possible ponies that might be out at the late hour, they finally arrived. The two hid behind a few large crates, and they strained to listen to what Shining Armor was saying to the small troop.

"Alright, listen up! You know the drill- get up there, gather whatever provisions you can find, stay within the safety of the shield, and be back ASAP! Understood!?"
With a resolved and resounding "Yes sir!", They began to trot toward the small opening leading them to The World Above.

"Ok Spike, now's our chance! Whatever you do, don't make ANY sound! Actually..."

Before Spike even had a chance to respond, she cast the muffling spell over herself as well as Spike. Spike began to protest, although it was useless as no sound came out. He stopped and glared at her, arms folded. Twilight merely responded with a hoof to her mouth, shushing him without the 'shhh' sound. He then rolled his eyes, and the two very carefully and very silently followed the guards. She wanted to get as close as possible before using the invisibility spell- the less time with it being active the better.

After sneaking and pausing behind several crates and boulders, they watched Shining Armor cast a spell on part of a cavern wall. Suddenly, a set of stairs revealed themselves, leading up to what appeared to be a trap door. Twilight and Spike stared in awe, watching as the guards made their way up and out of the doorway. Twilight shook her head, realizing that if she didn't act now the spell would cease and she would miss her chance up those stairs. Quickly, she cast the invisibility spell, and the now silent, unseen duo zoomed up the slowly disappearing staircase. The two squeezed their eyes shut as they popped up out of the trapdoor, and landing on the packed dirt, they opened their eyes and looked around. Immediately, both jaws dropped. Looking up was a massive, red ceiling, taller than anything she had imagined when reading books about The World Above.

'That must be the sky', Twilight thought to herself. It's deep red color was beautiful, yet foreboding. It was almost as if it was welcoming them, yet at the same time warning them. It seemed to say,

Welcome... And beware the unknown. The unknown of The World Above.

Author's Note

A new chapter! This one ends on a bit of a cliffhanger. What is Spike thinking of all this? What else do they see? Anything? Is Twilight's invisibility spell still going? (We can only hope.) All that and more will be revealed next chapter!
I'm also trying to maintain a similar word count for each chapter, so if I end up going way over I apologize in advance (I'm trying my best though, so far so good!)
Spike managed to worm his way into this little excursion, that sneaky baby dragon! Well, hopefully he'll keep his word. I hope you're all enjoying this story so far! Comments and constructive criticism welcome! :twilightsmile:

Chapter Three: The Ominous Oasis

After staring at the sky for some time, Twilight scanned the wide, open space before her and was... well, a bit unimpressed. There seemed to be just a wide, open area with a few rocks and massive plants. The ground was similar to that of the cavern floors, aside from the cracks running through it all different ways due to it being so dry.

Feeling herself become weaker from holding the invisibility spell, Twilight removed the muffling spell to have better concentration. As soon as she did, she began to speak.

"Huh. That's it? Really?" She asked rhetorically, with a deadpan look.

"Oh well, I guess so! Uhh so yeah, pretty boring. This means we can go back now, righ-" Spike started to say, as the red sky seemed to be more threatening than welcoming to him. That, and despite his fear, he too was a bit unimpressed with the sight before them. However, before he could finish speaking Twilight cut him off.

"Oh ho, not yet! There's got to be more to this. I'm not leaving till I find that spot Shiny was talking about! Hmm... There seem to be more of those big plants- which I believe are called trees- in that direction, so let's go that way! Also, we need to get away from the guards cause I can't keep this spell up much longer!"

With that, Twilight immediately ran towards the trees (which was conveniently in the opposite direction of the troop), hid behind a large boulder, and dropped her invisibility spell. Spike hopped of her back, and she leaned against the rock and closed her eyes, breathing heavily and Spike stared at her worriedly. Although he knew she would be alright, he hated to see her strain herself too much. He then rummaged through the saddlebag, and pulled out a canteen of water. Handing it to her, she grabbed it and gulped most of it down swiftly. She then handed it back to Spike, and he placed the cap back on and put it back in the bag.

"Thanks Spike. Now... Where were we?" Asked Twilight after her brief recovery.

"How about... Getting out of here?" The baby dragon grinned hopefully at her, but to his dismay she was shaking her head.

"Nice try, but we're not leaving just yet. I feel much better now too. I'm going to take a peak over this rock... Stand guard in case anyone comes!"

'Ah yes, cause I'll definitely be able to stop the guards if they find us.' Spike thought to himself, but decided against saying it aloud. It would only cause an argument anyway, and that would slow them down further. The sooner they found what they were looking for and back in their nice, warm, and very safe cave home, the better.

Twilight climbed up close to the top, and looked over. Seeing the group of guards in the distance startled her, and she ducked down slightly. After a moment of realizing that they were far too busy to notice her (or even consider the notion of somepony following them), she picked her head back up and looked away. Slowly focusing on the area with more trees, she noticed what seem to be a path, and squinting her eyes to see better she saw that it seemed to go further into an area with even more trees, and the ground was becoming less cracked as well.

Twilight slid back down the rock gently, and turned towards Spike. He gave her a curious look, and asked her,

"Well? Did you find anything?"

"I sure did. We're going to follow a path I found. It leads to an area with more trees, and the ground is less cracked too. That means there's most likely water that way, which is probably the waterfall that Shiny was describing!" Twilight told him excitedly.

"But, Twilight! What if there's something out there? Like some kind of monster! I don't want to run into anything..."

"Oh please Spike. You know this area is protected by the ancient spell. Nothing can get in, and nothing can get out. We'll be fine! Now let's go before Shiny and his raiding party go back and we're stuck out here!"

She didn't have to tell the baby dragon twice. He was hoping, with one last-ditch effort to change the mare's mind, but in the end it proved to be useless which he half-knew anyway. So he went along with the rest of her crazy plan without any more objections. He climbed onto her back, and she cast the muffling spell on them once again- mainly to keep quiet while on the path, but also to block any more protests from her dragon companion, not realizing he had silently promised to refrain from doing so.

Once they had successfully snuck by and made their way down the path, the area became quite dense with even more trees. Twilight, feeling that they were a safe enough distance from the guards, dropped the muffling spell.

"Sure are a lot of trees around here... I think I read about a place like this in one of my books. It's called a f... a fe... a fo... ooh it's on the tip of my tongue! Spike! Can you get my book on Places of Interest in The World Above and see if you can find a place with a lot of trees?"

"Way ahead of you Twilight!" Spike, who had the book in his claws already, was searching for the page that Twilight was indicating. Almost as soon as Twilight had went out from behind the rock, he decided that she would most likely want to compare what was in the books to reality. So, to possibly save some time, he would start reading and answer her burning questions for her instead of her having to look it up in the book and find it herself.

"Ah, here it is! A... forest! Is that the word you were looking f-"

"FOREST! That's it! That's what we're in right now!" Twilight shouted excitedly. Spike crouched down against her and whispered roughly,

"Keep it down, yeesh! Could you be any louder? Maybe you should have kept the muffling spell on, I hope no one heard you!"

Twilight, with a hoof over her mouth, gave him an apologetic look. She then recast the muffling spell and galloped silently down the rest of the path. Maybe, if there was a chance the guards had heard her, she could lose them by moving quickly. No sense in waiting around, as there time was running short as well.

As she continued to run, she noticed the earth beneath her was becoming softer. Her worry began to vanish and was slowly replaced with joy.

'We must be getting close... It's got to be right around he-'

Before she could even finish the thought, she found herself in a large, open area, with a small pool and a cliff backdrop. A crisp, pure waterfall flowed down, and a rainbow shot out from the waterfall and into the pool. Along either side of the cliff were various plants growing out of the rocky wall, and some had sprouted many different flora of various colors. Along the edge of the pool were some bushes and plants, with the same vibrantly colored flowers. Even the red sky gave the place a warm glow, and all the previous warning it gave of was fully replaced by a sense of comfort and peace.

The two stared in awe and wonder, mouths hanging open. Never had they seen such beauty, having been confined to their little underground home for their entire lives. Twilight once again dropped the muffling spell, but despite that only continued to stare. It was Spike that decided to say something first, shaking his head slightly to break free from the trance they were both held captive in.

"Wow... Twilight. This is truly incredible. It's beautiful! Look at that waterfall, so clear and clean! And these flowers, they're so pretty! And... Uh, Twilight? Twilight!"

Spike, noticing his unicorn friend standing stock-still, shook her head slightly out of fear. To his relief, Twilight blinked and responded.

"What? Oh, Spike! S-sorry! I just... This place is so... Wow! There's so much beauty here. And, there's... Magic here too, I can feel it. It's as if it's calling out to me..." She began to slip once again into a trance, and Spike took action, full of concern for his friend.

"Twilight? Twilight! Snap out of it!" The dragon shook her head again, and she blinked.

"What? Huh? Oh! Ah, sorry Spike! It won't happen again, I promise! But I didn't expect there to be magic here... And certainly not this strong. I wonder where it's coming from?"

"M-maybe it's... his m-magic..." Spike cowered down against Twilight, eyes darting around nervously. Twilight, on the other hoof, rolled her eyes at his suggestion.

"Spike, Discord's magic can't reach us here, remember? So it's not his. Besides, this place is peaceful, so I don't think it's a dark or bad magic. Hmm, this is certainly an interesting find... What is this place?"

"Uh, Twilight, that really is interesting and all- no really, it is! But our time is getting shorter by the minute, and I really don't want to miss our chance back home..."

Twilight's eyes went wide, and she exclaimed,

"Oh my gosh Spike! The guards! We have to go back now if we want to sneak back home! Ok, quick, can you just grab a few of those flowers? As a souvenir for our little excursion! Then we'll go back, I promise!"

Spike, without question, ran up to one of the bushes, and grabbed a few flowers. Then, shoving them in the saddlebag, he leaped up onto Twilight's back, and the two turned around to find... The entire area blocked off with trees.

"What? No-no-no-no-NO! H-how? W-where's the path? That's impossible! This is where we came from, right here!"

"We're doomed."

"Quiet! How can I think with that kind of negativity? Um, ok Twilight, think, THINK."

And as she thought, she paced. Spike, who would normally would have criticized her talking to herself, was far too distraught to even notice. He held his head in his claws, squeezing his eyes shut. Twilight paced along the trees, following the length of them with each back-and-forth. Finally, close to the side of the cliff, she saw a path running through the trees. She paused, then exclaimed,

"Here it is! Spike, I found it! Let's go now!" And the two shot down the path. Twilight was slightly hesitant, as this was surely not where they came from. Or maybe she was mistaken? Either way, what did she have to lose?

As they ran, Twilight noticed the earth beneath her hooves becoming more dry.

"Ok Spike, we must be getting close! The earth is more dry here, and fewer trees too! Soon we'll be-"

As she spoke, she ran out into another clearing. Pausing, she and Spike saw the guards in the distance, and she quickly dove behind a large boulder to stay hidden.

"Ok... They seem to be heading back now. I'll cast both spells one more time, and we'll sneak in after them! See, I knew my plan would be a success! Alright... Here we go!"

Twilight cast the spell, and began to move towards the guards. She watched as Shiney cast the spell to go back down under, and the trap door appeared. Soon all the troop went through, and Twilight made her move. Quickly, she sped over to the door, but the closer she got the more it began to fade.

'What? How can it be disappearing so fast? Shiney isn't even in yet, he's still making sure everypony's accounted for! He's going to have to use the spell aga- SHINEY!'

As the two came right upon the trapdoor, it had disappeared altogether. However, what was even more strange was that, Shining Armor, which seem to be staring right at the currently invisible duo, began to fade away as well. Soon, everything was gone, and they were left in an empty, open area, alone.

"T-Twilight... What just happened..."

"I... That was an illusion. We were tricked. No. No-no-no-no-NO! No... Shiney, please, come back..."

"Ugh... I shouldn't say it. But you know what? I'm going to. Twilight, we should have stayed home! Now... W-we're really stuck out here, aren't we? Oh, this is juuust great! We're gonna be in so much troub- wait. Twilight, why is your saddlebag glowing?"

Looking down, spike saw a soft glow of various colors spilling out of the bag.

"Huh?" Twilight looked also, and levitated the flowers up out of the bag. Sure enough, they glowed softly... And they had waves of light that seemed to be pulled in a certain direction. As Twilight moved the flowers, the waves stayed the same.

"That's odd... It's almost like a... A compass! Spike, we should follow where these flowers are pointing!"

"Oh, so you're just going to trust some random magic flowers. Are you crazy!?"

"Well, would you rather sit out here in nowhere land? Or do you have a better idea?"

Spike grumbled to himself, but she was right- they would just be waiting here. And apparently this wasn't even the place that lead to home.

"Fine, let's go... But I don't like this."

Twilight then held the flowers out in front of her with her magic, and followed the waves running through the flowers. Eventually, she came to a point where she, with her magic, detected a small, magical bubble around themselves.

"Uh... Spike. We're not within the ancient spell anymore..."

"W-what? What do you mean?" Spike asked, becoming increasingly fearful of his surroundings at her statement.

"I... Well. We're still safe... I think these flowers are protecting us. We're still covered by the spell."

"Okay, well turn around and go back to the big spell!"

"I... Spike, no! I can't! These flowers are trying to tell me something! They're leading us- safely- to... Somewhere. I can't just ignore them! We've already come this far, I'm not turning back now!"

Spike looked at her as if she was crazy. Then he closed his eyes and sighed. There would be no changing her mind, and, well, if the flowers were keeping the ancient spell with them then maybe they could be trusted. That, and he couldn't go back alone with no spell to protect him. He could never risk Discord finding him... He shuddered at the thought.

"Ok fine... Let's go then. This trip better be a short one!"

Twilight smiled widely, and gave him a big hug.

"Ohhh, thank you Spike! Alright, let's go- the sooner we find what the flowers want us to, the better!"

And the two went on, traveling for several hours. Finally, they came upon a sign, which surprised them both.

"Ponyville... And an arrow pointing in the same direction as the flowers. Well, I guess this is where we're going."

"Wait, there are more ponies? Ponies can actually live here? I wouldn't have expected that..." Said Spike.

"Some of the books I have mention it, though others say it's not possible. Very conflicting, I myself didn't think it possible... Well. This is where the flowers want us to go, so... Here goes nothing."

'Or everything', she thought to herself, and the two bravely made their way towards the small village.

Author's Note

A new chapter? That was fast!:pinkiehappy: Honestly I feel a little bad for Spike in this one. Despite his fears, he's lived with Twilight and gone enough crazy adventures with her to know that there's no changing her mind when she has an idea. (That and he maaay be interested in a new adventure himself, he's read quite a few comic books after all.:raritywink:)

So, it seems these newfound, magic flowers are leading them to Ponyville... What will they encounter there (well, besides ponies) when they arrive? Find out in the next chapter of MLP: RotE coming soon! (Comments and constructive criticism welcome!)