Somepony

by Just_A_Nopony

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Rainbow Dash, Romance, Original Character, Spike, Comedy, Adventure, Crossover, Twilight Sparkle
Length: 13495

Creatures of Darkness have invaded Equestria and taken Fluttershy's heart. Follow Twilight Sparkle, Rainbow Dash and their new friend Nid as they travel the multiverse to battle the darkness and find Fluttershy.

What does it mean to be somepony? To truly exist? To know love, laughter, jealousy, anger; what does it mean to live? Organization XIII seeks these answers, and will do so regardless of the cost. For what does a Nopony care for the morals of a Whole Pony?

After shadowy creatures attack Ponyville, Fluttershy is discovered to be missing. After a conversation with the Princesses of Sun and Moon, the Mane Six (or Five) learn that their world is but one of many, and Fluttershy's soul; her heart; has been stolen by creatures called "The Heartless." In order to find her missing friend's Heart, Twilight Sparkle wields a powerful weapon of light, and journeys through the Equestrian Multiverse to find Fluttershy, and along the way combat the mysterious clocked ponies that seem to get in her way at every turn...

Other side of the story: Nopony

Published 2014-11-15 21:00:02 UTC
Last updated 2014-11-20 04:18:57 UTC

Into Darkness

Along a cobbled path running through a burning village, a orange Earth pony with a yellow mane and a stetson and a white unicorn with a fabulously curled purple mane fled. Chasing them were small black creatures; with a small slightly anthropomorphic body, a round head with a set of twisted antennas, glowing yellow eyes and sharp claws. At least fifty of these black monsters dashed after the mares, switching from dashing after them on all fours to flattening themselves of the ground like a Shadow.

"Applejack! Where are we running to! These creatures are relentless, and I'm getting sweaty!" cried the unicorn

"A'h figured Twi's library would be where we gonna find the rest of the girls! We gotta blast the whole town with a rainbow!" Applejack suddenly put on a burst of speed, lowering her head so she rammed straight through one of the Shadows that appeared in front of them.

A voice yelled out from above them "Sup Rarity, AJ. Need some help?" A rainbow maned pegasus flew in a small yet fast circle above Rarity, before Corkscrewing right into the mass of Shadows. Half of them morphed into the ground, while the rest were sent flying before slamming inti the ground and disappearing into a puff of smoke. "Ten points for Rainbow Dash!"

"Girls, are you all right!?" The three turned and saw a lavender alicorn and a pink earth pony with a mane poofed from here to Neverland come charging down the road; Twilight Sparkle and Pinkiemina Diane Pie, or Pinkie Pie to her friends, respectively. Following them was a considerably smaller group of Shadows.

"We're all good Twi, but can you tell us what in the world these critters are?" Applejack bucked a Shadow that rushed forward back into the growing crowd.

"Oh, Oh! Maybe there aliens! Or demons! Or maybe there alien demons! Aliemons! Demlens? Adilemonens?" Pinkie bounced repeatedly on a Shadow before it made a loud POP and vanished in more smoke.

"I don't know! I've never seen or heard of creatures like thi- Gah!" A fireball flew past Twilight's head, barely missing as she was pulled aside with a strong tug of Rarity's magic. The caster was a red floating creature that flew down and floated above the ranks of Shadows, joined by several others.

"Do be careful dear; and also, has anypony seen Fluttershy? I fear for the poor dear..." worried Rarity.

"Bah, Shy's probably holed up with her animals. She'll be fine with their help." said Rainbow.

"Um girls, A'h don't mean to interrupt, but A'h think we should focus on the problem at hoof." Applejack lowered herself into a fighting stance as the swarm of creatures began to move forward from all sides. The mares formed a ring back to back, with Twilight and Rarity's horns lighting up, Rainbow hovering above the ground, and Pinkie bouncing up and down like a spring.

The Shadows swarmed forward, but were blasted back by a combination of lavender magic and assorted party supplies. Rainbow flew upwards, drawing the attention of the Red Nocturnes that moved to chase after her and Applejack leaped into the remaining Shadows that weren't sent flying. Pinkie set about reloading her Party Canon Mk 2 (Now with more streamers!), Twilight cast more Magic Blasts into the group, and Rarity levitated some rocks off the ground.

Up in the air, Rainbow flew in loops threw the air around a cluster of Red Nocturnes, throwing her hoof out in sharp jabs as she raced past them. A couple of Fireballs were fired at her, but Rainbow dodged them with ease, before dashing straight at the casters. Spinning into a Corkscrew, she blasted straight through the creatures before they could scatter, causing them to explode into into puffs of black smoke that temporarily blinded Rainbow Dash after her charge straight through. After the few seconds it took for her to recover, she looked around and saw more Red Nocturnes surrounding her.

"Uh oh..." Rainbow gulped before evading more fire balls.

Back on the ground, the rest of the present Mane Six were having their own troubles. Applejack was right in the fray of combat, bucking at Shadows left and right and up and down and sideways trying to stem off the coming storm that were the shadowy monsters. Luckily, whenever the Shadows tried to attack her, they couldn't flatten onto they round to avoid her deadly hooves. But even her ferocious bucks could hold off the sheer numbers of her attackers for long; until they where thrown upward with a heave of lavender Levitation. As the Shadows floated above Applejack they were picked off by rocks flung by Rarity, hitting them dead on in the eye and causing the shadows to poof off into the afterlife.

"Wowzez Rarity, awesome shot!" Pinkie sent a wave of assorted party supplies into a crowd of Shadows that were sent flying and became tangled up "Man the canon Gummy, I'm going out there!"

"..." Gummy blinked before licking his eye from atop the canon.

"Good gator!" Pinkie then a candy cane battle axe from behind her and leaped into the fray, swing her delicious tool of death in an arc that burst some Shadows into clouds.

"Where did... You know what, never mind. We need to get out of here girls! There's no way we can fight this many creatures!" shouted Twilight. She let loose a stream of Magic Blasts that hit both Shadows and a few Red Nocturnes that weren't interesting in Rainbow Dash.

"Yah, as awesome as I'm doing, I can't keep this up for much longer!" Rainbow, scorched and burnt all over, landed (more like crashed and quickly recovered) onto the ground next to Twilight.

"There are simply to many of these beasts for us to keep fighting alone! We need to fall back, find Fluttershy, and get to the train station; that's where the Guard is evacuating to Canterlot." Rarity launched rocks into the crowd with surprising precision into the crowd as the five ponies were surrounded by the ever growing mob.

"A'h bet out brawl here has been drawing all of the critters from across the town, so hopefully we bought em some time for everypony to escape" Applejack sighed "I hope ma family's alright..."

"Don't worry girls, we'll make it out of this! We've faced all kinds of threats together, and this one is no different!" said Twilight cheerfully "I hope" she finished under her breath.

The mares continued their assault on the approaching creatures with a barrage of magic, rocks, hooves and colorful party supplies. But it wasn't enough, as the Shadows leapt up and above like an ocean wave from all sides into a pile on the six tired mares, burying them in darkness.

...
...
...

Twilight was falling. Falling through a never ending void of Darkness. Suddenly, there was a light from below her; turning she saw a curious sight. It was a large dark-purple stained glass platform, with herself positioned in the center with her wings spread and her eyes closed with a peaceful look on her face. The image of her wore a long sleeved black vest with violet and pink trimmings, and a short purple cape covered her wings. She also wore a pink pants with her cutie mark emblazoned on them. In six circles around her depicted self with each of her friends and her own cutie mark, while in six smaller circles in between those were Celestia, Luna, Cadence, her brother, Spike, and even Discord's faces. Slowly Twilight's descent slowed until her hooves lightly landed on the glowing platform. She trotted over and looked over the edge, seeing the platform was atop some kind of dark pillar that stretched down into infinity. Twilight tried to fly off the platform, for some reason no matter how hard she flapped, she couldn't rise into the air.

"Where am I? And what happened to the girls!? I hope their alright... But first I need to get out of here! Wherever here actually is..." as Twilight mused, she was startled by a genderless indescribable voice came out of seemingly everywhere and nowhere.

Don't be afraid. Your friends are closer than you think.

"Well, I'm not so much afraid as worried and confused, but if you know where my friends are, you have to send me to them now! Their in danger!" shouted Twilight out into the void, looking around and ears twitching to pinpoint the origin point of the voice.

Your friends are the Light that guides your path. Your Light is bright, brighter than most, and must be ready to defend your light from the Darkness

"The Darkness? Is that what those weird creatures were? Please, you have to help me!" Twilight had given up searching for the voice and instead spoke upwards to the void. But suddenly she was startled by a pound metallic grating sound as three slanted cubes rose out of the platform sitting at each one was a different item; on one a sword with a star-shaped guard, another a shield with a star on it, and the last was a staff with a gem shaped like a star. the mysterious voice spoke again.

You have great power. You must choose to give it form. Choose wisely

Twilight slowly walked over to the staff, which was the closest pillar. As she set a hoof on the pillar the voice rang out again.

The power off the mystic. Inner strength. A staff of wonder and wisdom. Is this the power you seek?

"Mystic power? Yup, this one sounds good, but what is this a outs." Twilight's question went unanswered as the staff vanished in a flash of light, and once again, the voice spoke.

And now what will you give up in return?

"Ok? I'll just go and look over here..." Twilight approached the sword and reached out for it like she did with the staff.

The power of the warrior. Invincible courage. A sword of terrible destruction. Will you give this up?

"Terrible destruction? Yah, I think I'll give that up." And with her words, both the sword and the shield vanished in a bright flash just like the staff. At the far side of the platform, small squares of colored glass much like the platform she stood on appeared off, floating in the air.

Twilight moved up the steps, but as she reached the last of the five that appeared, another popped up in front of her, while the farthest one behind her disappeared.

"It looks like I'm walk go back, and since I can't fly for whatever reason, this is the point of no return. But if moving forward will get me back to Ponyville, then I have no choice!" Twilight set forth with a confident pace, and within moments she had reached another platform.

This platform was different from the previous; it was a lime green color but the center was as black as the void around Twilight. In the center was a another pony, but this time with a white stallion with a green mane that matched the green on the platform. He wore a suit of steel armor, light enough as not to obstruct mobility or slow him down to much, but his cutie mark was obstructed. Resting under one arm was a full face helmet, and the stallion gazed away in the picture, so his was was unseeable. Around the edges of his platform were only three yellow squares, one with Twilight's face, another with Rainbow Dash's, and in the last was another unknown stallion, also white but with a yellow mane. Twilight didn't recognize that pony, though she wondered why her face and Rainbow Dash's were on here. In a sudden flash, the staff from before appeared in front of Twilight, which startled her and caused her to jump backwards and give out a startled yelp. Blushing, Twilight recovered from her surprise and griped the staff in her magic before swinging it back in forth lightly.

Your true strength has come fourth. You can now combat the Darkness.

Black shadowy shapes crawled from over the edge of the platform, before rising up to form five Shadows

Keep your light burning strong, and never lose hope, and the Darkness shall be vanquished

"More of those creatures from earlier" Twilight gasped "well let's see how you like this!" Twilight threw herself forward, her wings giving her a extra push as she kicked the first Shadow with her hooves before swinging the staff at it, destroying the Shadow. Turning, she fired a Magic Blast at another one of the Shadows, but the Shadow flattened itself beneath the projectile and moved towards the unicorn. It swiftly moved behind her, but she smashed it with the staff before hitting it again with the staff. But as her back was turned, another Shadow leaped at her and racked her hind leg with its claws. Grunting at the sudden pain, the Shadow responsible was blasted out of existence with a Magic Blast as Twilight spun around. But as the third Shadow was destroyed, the remaining two shrank back into the ground and disappeared as quickly as they came.

"Now where did they go?" questioned Twilight. Out of the corner of her eye she saw more of the strange stairs from before appear. Limping over to and up the stairs, Twilight called upon her rudimentary healing magic to knit the layer of skin together, making a slightly painful patch job on her thigh.

Twilight reached the third platform, which was a sky-blue, almost a white, color and in the center this time was Rainbow Dash, wings spread like she was flying. She wore a red hoodie with small rainbow gems lining the sleeves and edges. A line of gold trim ran along the edges just past the gems. She also wore steel boots that stretched up her forearm and ankle; there were metals spikes ran along the whole of them stopping just at the hooves. The sleeves of the hoodie were tucked into the boots, creating assumable a layer of comfort. But something was disturbing about this platform: Rainbow's right eye had a strip of the same material her hoodie was made of, with her cutie mark woven onto it.

The Light heals and the Light destroys. Learn to do both so you may become strong.

On the platform, two white spheres appeared, with glowing gold numbers running horizontally rushing along them. Twilight approached one of the two spheres and reached out to it. Her hoof passed straight into it, and Twilight gasped as knowledge rushed into her mind.

The power to heal ailments is yours

"Ow" Twilight muttered, blinking rapidly as her mind assimilated the sudden memorization of magic "Did I just learn a spell? That's amazing! A way of instantly teaching a unicorn a spell has never succeeded before! How did you do that!?" Twilight gleefully hooped up and down before grinning sheepishly "oh yeah, creepy magic voice, hehe... Anyway, now let's try this out... Cure!" Twilight's horn lit up its normal lavender color before flashing green. A transparent flower bloomed above her head, and with a twinge of pain the what remained of the cut on Twilight's flank that she hadn't managed to heal was fixed.

"Amazing! I wonder what the second one does!" Twilight early reached her hoof out to the next orb, once more gasping as the spell rushed into her mind.

The power to burn your foes is yours

Wincing once more, Twilight noticed a barrel with an odd three circle shape on it appear in a flash "A fire spell huh. Nothing to complex, but this one is certainly more powerful than any I know. Well, let's put I to the test... Fire!" Twilight's horn lit on fire before the fire was launched at the barrel, the flaming projectile demolishing the barrel and sending chunks everywhere.

"Neat!" In a sudden flash of light, a large white door appeared. On one side there was an orange sun and on the other a blue crescent moon. Walking forward Twilight pushed the door open for a bright light to was over her. When the light faded she found herself in the main room of Golden Oaks Library! "Wha! This was destroyed! How am I here!?" It was then Twilight noticed, standing off to the side browsing books, was Princess Celestia, white coat and flowing mane in all. "Princess Celestia!?"

With Twilight's words the solar alicorn turned to Twilight "What are you afraid of?" Celestia asked.

"Well if I had to say it would be being alone, but that doesn't answer my- Princess!" As Twilight answered Princess Celestia faded from existence, and Twilight heard a noise from up stairs. Dashing up the stairs into what used to be her old room, Twilight was startled to see Princess Cadence, who had just knocked over a pile of books.

"What is it you want out of life?" Cadence smiled happily at Twilight.

"I guess I want to make new friends, but are you really- hey! Com'on!" Just like with Celestia, Cadence faded out of existence. It was then Twilight heard a light humming from her balcony. Walking out onto the balcony, she saw Princess Luna gazing up at the night sky. When Twilight walked out, Luna turned towards her.

"What is most important to you?" asked Luna.

"I bet you'll disappear just like Celestia and Cadence after I answer, so I'll just say it. Friendship is most important to me." Twilight sighed.

"Of course it is" Luna said with a huge grin, before the whole world flashed white once more.

When she could see again, Twilight saw she was once again standing on a stained-glass platform. This was was a gray-ish white, wearing a pony in a full black coat with a drawn hood. The pony had the figure of a mare, and was gazing up at what appeared to be a heart shaped moon. Surrounding the edges were 13 numerals, with 11's circle bigger than the rest. A beam of light shined down on Twilight and the mysterious voice spoke once more.

The brighter your light, the stronger your shadow becomes.

Twilight heard an odd warping noise and saw her shadow stretching out longer and longer, before it began to rise up from the ground.

But don't be afraid.

The shadow took on a more anthropomorphic shape arms with thick fingers reaching upwards, it's colossus body taking shape.

And don't forget...

Curled feet stepped forward and glowing yellow eyes gazed down at the lavender unicorn from under waving tentacles for hair. Twilight ran from the Darkside, only to reach the edge of the platform. Turning, the magic staff appeared once again as she held it defensively in front of herself. The Darkside brought its arms together, in which between a orb of darkness temporarily formed before the creature brought back an arm and slammed down where Twilight was standing; was, as she flung herself out of harms way with a quick flap of her wings and leap of her hooves. From the giant shadow's fist darkness covered a patch of the platform, from which a few small shadows rose up. Twilight threw herself at the giant hand, launching Fireballs at two of the Shadows while the rest were destroyed in wide sweeping attacks that hit them and the Darksides hand. As the Darkside drew back its arm, Twilight kept up her attack; her wings now could lift her off the ground, so she flew up and barraged its face with Fireballs, Magic Blasts, and strikes from the staff. The Darkside swept its arms at Twilight but she avoided them and kept up her weak but efficient attack. With a final, more powerful Magic Blast, Twilight carved a hold right through the giants face.

"Take that! Whoa!" Twilight fell from the sky as her wings couldn't seem to keep her in the air again "Ow." The Darkside collapsed onto the platform, covering in in darkness that Twilight began to sink into. She struggled to get her hooves loose, but she sank lower and lower into the darkness.

Never stray from the light.

"Help! Somepony, anypony, help! Please help me!" Twilight cried out, her neck just now sinking into the darkness.

You hold the mightiest weapon of all.

Twilight's face sunk into the darkness, and her horn soon followed after. Then nothing was left but the eternal dark void.

You will defend the Light from the coming Darkness. It will not be easy. So don't forget...

A single yellow eye with a red iris appeared.

Friendship is Magic.

...
...
...

Back in Ponyville, the Red Nocturnes floated lazily around a withering mass of Shadows when suddenly-

BANG!

In a flash of lavender light, the pile of Shadows was annihilated. Four ponies looked up from their sprawled positions on the ground at the purple unicorn, with a strange purple and gold weapon floating by her side.

"Ready for round two?" Twilight grinned.

A New Journey

A New Journey

Blood flowing, blade swinging, fire and magic flying in every direction; this was Twilight's whole world right now. Shadow at six and seven a'clock: respond with a Fire spell and swipe of her sword. Red Nocturne charging its spell above: Hit it with a Magic Blast. Shadow sneaking up behind her: buck it and keep on fighting. Twilight had been fighting like this for who knows how long, hours, minutes, days, she couldn't tell. A Shadow raked its claws across her wings, pulling out feathers and leaving small scratches across the limb. A Red Nocturne's Fireball slammed into her flank right onto a open cut, cauterizing the wound. For every five of the monsters Twilight destroyed, they managed to leave a hit on her and with the shear amount of the creatures she couldn't keep up with her new Cure spell. Her friends were unconscious, the six of them trapped up against a buildings wall. When her new weapon appeared, more and more of the creatures seemed to swarm towards them, like an ocean of darkness and Twilight and friends were like a sinking ship.

Speaking of her new sword, it was an unique design Twilight hadn't seen before. She wasn't levitating it with her magic, yet it acted and responded as if she was levitating it. It had a gold square with a one side that angled up in a arrow look, with six gems embedded into it. A red, orange, pink, light blue, a light purple, and a vibrant violet; the colors of the Elements of Harmony. A gold arch similar to her old crown ran atop it, intersecting the white horn shaped blade. A thin black strip or the ran up from the guard to the opposite side of the 'blade' to a violet six pointed star that was attached to the blade and curled up in between one of the stars crevices. A chain hung from the bottom end and a small book hung from it with a golden unicorn head on it. It seemed to have some sort of affect on the creatures, as whenever she destroyed one, a glowing heart would float up into the sky, which hadn't happened earlier.

Twilight looked down at her friends collapsed behind her "I'm sorry girls, I wasn't strong enough..." She had reached the end of her strength, both physical and magical, and was seconds from collapsing. She closed her eyes in defeat, dropping her sword to the ground where it disappeared in a flash. She whispered, "I'm sorry..."

"BE VANQUISHED VILE BEASTS, MONSTROSITIES BORN OF DARKNESS!! RETURN TO OBLIVION!! the sky light up with holy flame as waves of light beamed down, obliterating the Shadows and Red Nocturnes. Landing with the grace of a majestic fucking eagle, Princess Celestia landed in front of Twilight, who gazed up at her mentor and fellow princess only to turn her head away from the solar diarch, whose coat and mane burned with all the glory of the sun. In a moment, the flames were quenched, and Twilight was pulled into a tight embrace. "Oh Twilight, are you okay? I was so worried..." Celestia's voice held both fear and relief, mostly the latter. "Oh dear, and your friends! Guards, assist us!"

All around Twilight, Royal Guards soared down to do battle with the shadowy creatures. Pegasi attacked Red Nocturnes with wingblades and claws, Unicorns rained down magic fire and ice, and Earth Ponies crushed the Shadows with hammers and hooves. Princess Luna circled above in battle armor, wielding a scythe and swinging arcs of magic down to the battle ground below. A pair of medics flew over with a large chariot, and began loading up the Embodiments of Harmony into it.

"We would have come sooner, but there where more dangerous Heartless in Manehatten, and we thought you all could take care of Ponyville. I never would have imagined that this many would come here, this close to the Tree of Harmony... I wonder why?" Celestia helped Twilight to her hooves and caught her as Twilight slumped over.

"Princess, I think I'm going to take a quick nap alright?' Twilight muttered sleepily.

"Twilight? Twilight! I have you Twilight..."

...
...
...

"Argh, my head..." Twilight groaned as she rose back from unconsciousness. She was lying under some comfortable sheets in a bed she recognized as hers in her castle. The noon sun shone down through the windows as Twilight rolled out of bed, her body sore and aching. Bandages wrapped around her in various spots where scratches were still healing, and bruises dotted her skin under her fur. "The girls! Where...!" Twilight bolted out through the doors only to run head onto her friends, knocking over Pinkie and Applejack as Rainbow Dash flew above and Rarity stood off to the side.

"Twilight! You okay! Now we can throw a 'super-duper saved the day from evil monsters' party! Unleash the streamers!!" Pinkie pulled her Party Cannon out from everywhere and anywhere and fired into the air which covered the hallway (and Rainbow Dash) in multicolored streamers.

"Um Pinkie darling? Maybe we should, wait to throw a party. Twilight did just wake up after all, and the Princesses want to talk to her," Rarity chuckled at Pinkies antics.

"Yah, I want to know. All I remember was getting swarmed by those Shadow thingies then waking up a couple days ago in here. If what we heard is true, then how'd you hold off so many of them on you own?" Rainbow asked as she landed on the crystal floor.

"We would like to know that as well Twilight," The five ponies turned to see Princess Celestia and Princess Luna approaching with Spike. Everypony but Twilight bowed to the two, with Twilight going over and hugging them. She then turned to Spike who leaped up into her embrace.

"Twilight I was so worried! When I heard weird monsters were attacking Ponyville I wanted to get down there as fast as I could!" Spike exclaimed.

"Spike, if anyone should be worried out of us two, it should be me! I'm just glad you were safe in Canterlot," Twilight's face turned from happy to concerned. "Wait... Did Rainbow say DAYS!?"

All the ponies winced at the sudden burst of sound. "Yes fair Twilight, thou hath been unconscious for nearly two weeks due to a severe case of magic exhaustion as well as much physical damage," Luna replied.

"Two weeks!? I was out for two weeks! What happened to those monsters! Did they escape?" Twilight became more and more frantic as she looked to and from her friends and the other princesses.

"Its alright Sugarcube, the princesses and the Guards wiped out those creepy varmints far good!" Applejack nudged her Stetson up out of her eyes.

"Unfortunately Applejack, that is not true. The Heartless have only been beaten back for the time being, but they will return to destroy Equestria." Celestia and Luna began to walk off, the Embodiments of Harmony following them. The group walked through the castles twisting halls until they came to a long corridor with stained glass windows; but the entire room was dark and the windows only lead to rock walls. They were inside the mountain Canterlot was built upon, though lights did come from behind the windows.

"You see, Heartless are creatures made from the darkness within ponies hearts, their souls. The Darkness embodied steals ponies hearts and give them a physical form, the Heartless. Their like animals, their only goal to consume hearts and eventually, the hearts of the many worlds, and fill everything with Darkness." Celestia lit a series of glowing crystals above the ponies, revealing the images in the glass clearly. The first was a depiction of many ponies with faint outlines of hearts on them. The next one showed a Shadow attacking the ponies, and the next showed darkness surrounding the hearts of the hearts and turning them into the small Heartless. And finally it showed the Shadows pouring into a giant heart with a Keyhole on it.

"Wait, other worlds? What are you talking about Princess?" Twilight gazed up at the windows, if they could even be called that, memorizing their designs. "Do you mean worlds like the one through that mirror?"

"Yes, though that one is specially linked to this one. Our world, Twilight, is merely one of many worlds that dot the sky, each one different. From what little me and my sister know, all the worlds were once one, before all the ponies began to fight each other for control of a great power. It was because of this conflict that Darkness was born into the hearts of ponies before it consumed the world. But Light survived, in the hearts of children, who then created the new worlds that dot the sky as stars."

"So, Princess, when you said Fluttershy was lost to the Darkness you meant...' Rarity began only for Twilight to cut her off.

"Wait, what do you mean shes lost to the Darkness!? And where is Fluttershy?" Celestia sighed a sad sigh and spoke slowly as Twilight worried.

"I'm sorry girls, but Fluttershy... had her heart taken by the Heartless during the attack on Ponyville." The Mane Five gasped and each reacted differently to this news: Rarity fainted fabulously, Pinkie's mane deflated, Applejack looked shocked, Twilight became worried, and Rainbow Dash became unreadable. "I am so sorry, but it is impossibly difficult to return a heart that has fallen to the Heartless ."

"Well I think I speak for all of us when I say we'll do anything to help Fluttershy!" Twilight looked around at her friends, "How can we get her heart back!" Twilight announced determinedly, stepping forward. The other mares all agreed, except for Rainbow who stood quietly behind the others.

Luna stepped ahead of Celestia as they moved farther down the hallway. "There are few ways to destroy the Heartless, the first being the Power of Harmony, which could be used to bring her out of the Darkness. The next is a weapon called a Keyblade, but they are very powerful and only choose special bearers. Another way is to use pure light, but this is near impossible to come upon..." As they traveled further down the hall with more glass stained windows, one caught Twilight's eye. It was a window of a key shaped sword fighting off shadows, and while it looked different from the one she wielded earlier, she felt something deep inside her move at the sight of it.

"Is that..? I wonder if I just..." Twilight focused on the strange feeling inside of her.

"Twilight dear, are you coming?" Rarity gasped as a storm glowing purple little slips of paper flashed next to Twilight, from which her Keyblade appeared in the air next to her. The other mares turned back to Twilight and gasped at the sword floating next to Twilight.

"A Keyblade! But how?!" Celestia galloped over to Twilight and took the Keyblade in her magic, only for it to disappear and reappear next to Twilight. "When did you get this Twilight!"

"I think it appeared after we got covered in those Heartless, and I had this weird dream, then I just had this." The Keyblade swung lightly in the air. "But can't we use it to get back Fluttershy?"

"The Keyblade is capable of releasing hearts from the Darkness, but we would have to find Fluttershy's lost heart in order to return her," said Luna.

"So lets go find her!" The ponies turned to Rainbow Dash, who wore an expression of furious determination as she shouted out. "If we have something that can get her back, then lets get off our plots and go find her!"

"Yah, we oughta be out there lookin for Shy right now!" "I agree completely, Rainbow darling" "And then it shall end it all in fire."

All the ponies turned to Pinkie who was smiling innocently. "Um, what did you say Pinkie?" asked Rarity.

"Oh, um, just that we should throw a party when we find Fluttershy?" Pinkie giggled nervously.

"... Well anyway, I believe you are right Rainbow Dash." Celestia began to lead the ponies back down the hallway, where a heavily reinforced door stood. Through it, a tall rectangular mirror stood in the center of a circular white washed room. Meanwhile, Luna teleported away in a flash. "Beyond this mirror lies a different world, where an old friend of mine and my sister lives. He is more knowledgeable about the Keyblade and the Heartless, and can help you find Fluttershy. My little ponies, I must ask that you remain here while Twilight journeys off to find Fluttershy."

"But Princess-" Applejack started only to be cut off by Celestia.

"I know you wish to help Twilight in this endeavor, but we need as many of the Elements of Harmony we can spare to protect Equestria from the Heartless. Las Pegasus has already fallen to the Darkness; we need you four to power the Tree of Harmony to fight off the Darkness," explained Celestia. Luna reappeared carrying two boxes in her magic. Celestia looked at Luna with confusion, but Rainbow Dash spoke before Celestia could.

"Make that three Princess. I'm going with Twilight and you aren't going to stop me." The colorful pegasus flew over to Twilight, who stood in front of the mirror, and landed next to her. "I'm going to find Fluttershy, and that's final"

Luna smiled softly. "I had assumed Rainbow Dash would act along these lines, so I brought something for her as well. But first, Twilight, take this." Luna opened the first box, revealing a crystal bracelet with six gems embedded in it, one for each of the color of the Elements of Harmony. It floated over in an embrace of Luna's magic and slid onto her left forearm. "This device allows you to channel the attributes of your friends, through you connection to each other. It should also help you find Fluttershy, by turning pink when she is in your vicinity."

Luna turned to Rainbow, opening the second, significantly larger box. "And these are for you, Rainbow Dash. I hope they will serve you as a useful tool to destroy Heartless." Inside the box was a set of aqua-colored crystal boots, reaching up the height of a pony's forearm. They were studded with small spikes chaotically spaced along the whole thong, and were lined with a black comfy looking material. "They are made of a rare element called Orichalcum, and are near indestructible."

"All right, awesome weapons for an awesome pony! But, uh, why do I need these?" Rainbow slid into the boots.

"Because of the Keyblade." The other ponies turned to Celestia. "The Keyblade is the only physical means of destroying Heartless; the others are all total opposites of the Darkness. The Heartless fear the Keyblade, and will do everything in there power to destroy its wielder and the Keyblade. You will need to defend yourself from the Heartless, as they will swarm you whenever they are near."

"I'm coming to!" Spike, who had been quiet the whole time and sitting in the metaphorical corner, stepped forward.

"Spike..." Twilight began.

"No, I'm coming to and you won't stop me... either. My message spell can send messages across worlds, can't it?" Spike looked at Celesta questioningly, who nodded. "Yah, you can send messages through me. I'm tired of sitting around while you guys go on crazy adventures. And what kind of Number One Assistant would I be if I couldn't be there to keep a record or something like that?"

Twilight sighed. "Alright Spike, you can come, but if we get into a fight, I want you to stay out of it. Alright?"

"Alright!" Spike ran over and hoped onto Twilight's back.

"Twilight Sparkle, I give you my best wishes on this quest you are undertaking. Take this and use it at this new world's train station to travel to the home of our friend." As Celestia spoke Luna moved over to her side, and the other Embodiments of Harmony on the other. The Solar Diarch handed a ticket over to Twilight: it was the color of the night sky and dotted with stars, while a green translucent train came out of a golden border that surrounded the ticket.

"Good luck Twi, RD! Come back safe, yall hear!" Applejack waved her hat.

"Oh yes, I do hope you can find Fluttershy dear, it just wouldn't be the same without her around. Goodbye!" Rarity simply smiled at the trio.

"And when you come back, we can bake Cupcakes!" Pinkie bounced up and down.

And with these final goodbyes, Twilight, Rainbow, and Spike walked through the mirror, its surface rippling as they passed through.

New Party Member!

Twilight, Rainbow and Spike flew through an aura of golden magic, spinning and bouncing them around within it. The path they traveled ran through an expanse of black space, dotted with bright stars and colorful auroras with the occasional meteoroid. The trio of Equestrians were shaken for the entirety of the journey, which lasted for several minutes. Eventually one star began to shine brighter than the rest, increasing in size and intensity until it blinded them. Finally, in a golden flash the ponies and drake were spit out onto a cobble plaza in a pile.

"Ooh, where are we?" Twilight climbed out of the pony pile and looked at their surroundings. They were standing at the top of what appeared to be a small mountain, with a large city wrapped around its form. The sun was just setting, reflecting light off of a giant clock tower in the distance, through a misty sheet of clouds over the waking town. A large gold statue of the sun was behind from where they arrived, the portal set in the center. A small tramway spiraled around the mountain’s length, stopping at the top.

"So we’re in a different world? Doesn't look any different from Equestria to me." Rainbow said as she gazed at the sight before her.

"It feels... different? The atmosphere seems to have a different magical field from what I'm used to. Not enough that it affects my magic, but it feels off," Twilight's horn lit up, testing the air. "And below the ground there's a darkness, a large source of dark energy. I think we should check that out while we’re here."

"Maybe, but first we should find this friend of the Princesses! They gave us these train passes so maybe he’ll help us figure out what to do next?" Spike said.

"Yeah, the Princesses didn't give us much to go off of in ways of supplies besides weapons to fight the Heartless, huh?" Rainbow mused. “Just sent us off without warning.”

"They do seem to do that a lot, don't they?" Twilight responded. "Any way, let's go!"

The three set off away from the magic statue down a path that led into the town. As they traveled on the main street, it quickly filled with ponies going about their day. Street became busy with the everyday hubbub of the market as ponies made their way from smaller streets, alleys, and even from off the roofs to shop.

Twilight stopped a passing pony with a question. "Excuse me, miss, I don't mean to bother you but where are we?"

"Twilight Town of course. What kinda tourist doesn't know what the name of the town they’re in?" The nameless mare gave Twilight a strange glance as she trotted off.

"Twilight Town, huh? Hmmmm..." Rainbow flew upside down as she put on a face of intense concentration.

"Um Rainbow? What are you doing?" Twilight asked.

"Trying to come up with a joke about the town's name and yours, but... Ah, I got nothing." She exasperated, ruffling her mane in irritation.

Spike brought a claw up to his chin. "How about... Bet they have a huge library!" The two mares looked at him with a flat expression. "Yeah, I didn't think so..."

All of a sudden the ground shook and a boom roared out through the town, startling its inhabitants. Smoke rose up into the air from the east. Two more explosions followed soon after and more smoke clouds floated into the fresh sea breeze.

"What the hay!?" The three yelled in impressive synchronization, though they were only a whisper in the midst of screams and shouts of panic from the populace.

"C'mon, let's go see what happened!" Rainbow raced towards the origin of the blasts, Twilight and Spike following after. The off-worlders arrived moments later at the base of the clock tower, a now noticeable series of train tracks leading out of it and smoke pouring out of the windows. There was a gaping hole in the wall through which the ponies and drake entered to a scene of battle. The walls were scorched from other smaller explosions, and one of the waiting trains was aflame. Three hulking white creatures were standing above the limp form of a unconscious stallion, charred from the explosion.

"Get back!" Twilight summoned her keyblade and threw it in a swirling arc. Her Strike Raid striking one of the creatures in the back and launching it across the room. The other two turned, revealing a strange silver symbol that adorned the white bandannas wrapped around their round heads. The bipedal creatures had several grey straps running across their bodies, showing only glimpses of the white 'skin' underneath, and had several spheres hanging off of them. A massive crossbow was gripped in their three fingered hands, but the weapons were quickly placed on the Bandoleer's backs and switched with two of the baseball sized spheres.

The Bandoleers threw several of the spheres from their straps at the trio, Twilight bringing up a shield at the last moment.. "ARGH!!" the Princess cried as an explosive impact hit her shield, causing it to break and throw her back into the wall behind her. She fell a moment later to collapse onto the floor.

"Twilight!" Rainbow growled and let out a shout as she dashed right for the creatures punching one across the face with her boots. She followed up with a series of rapid fire kicks to her target, causing it to fall to the floor. The other Bandoleer grabbed her by the scruff of her neck and rammed a bomb right up to her stomach and blasting her through the air to where the third Bandoleer, recovered from Twilight's attack, was waiting. It tried to hit the pegasus with two more explosives but with a flash of magenta light, Rainbow was teleported on the other side of the room with Twilight and Spike.

"What are these things!" Twilight's horn glowed green as she cast Cure on herself and Rainbow, slightly healing their burns.

"No... Achg, agh... Noponies. They’re Noponies," The three yelped in surprise as the mysterious stallion tried to lift himself up onto his hooves. "Ponies and other creatures that have... Auggghhh..." He winced in pain.

"Hold on, let me help!" Twilight cast the spell once more, but the it did little to help the severe wounds of the stallion. The spell drained Twilight's mana reserves, already suffering from her failed defense. She stumbled, only to be caught by Rainbow. Spike took a trembling battle stance in front of the trio as the Bandoleers approached.

"Oh, you're still conscious? You sure can take a beating!" A voice echoed through the station as the Noponies stopped. A black-cloaked stallion made his way out of the burning train wreckage, unharmed from the licking flames. With a flap of his cream-white wings he carried himself over to a place in front of the three minions. "Guess the Superior was right to be interested in you; you could be a thorn in our sides if left unchecked. And now a mystery mare appears, wielding such a strange weapon. This'll make an interesting report!" He clapped his hooves excitedly.

"Hey! What about me!" Rainbow cried indignantly.

"And me!" Spike added.

"Eh? When you'd two get here?" The pegasus cocked his head in confusion as Rainbow and Spike growled at him.

"But anyway, I might as well eliminate you as well; maybe the Superior will let me have a day off! Probably not, but its always good to be enthusiastic about your work!" The cream pegasus raised a hoof as the Bandoleers drew their crossbows, the bolts burning with an unbearable flame. "Ready..." Rainbow tried to fly away with Twilight and Spike, but several of her feathers were burnt off her wings. "Aim..." Twilight tried to raise up a magic shield but her horn just let out small sparks of magic. "Fire?" A glowing yellow projectile flew from seemingly nowhere and sliced through the three Noponies, turning them into several fabulous white sparkles.

"Huh?" The cloaked pony watched as the yellow 'star' flew off out a window and out of sight. But as it came spinning back, he let out a manly scream of fear and ran in the opposite direction. As the star reached his tail, he vanished into a shadowy portal that vanished as suddenly as it came. The attack soared off, not returning.

"What was..." Twilight, Rainbow, and Spike's jaws all hung low as they witnessed the powerful enemies defeated in a matter of seconds.

"That was... Ugh, my boss." The strange white stallion that was the target of the strange creatures and their leader managed to get his hooves completely under him and take a few steps forward. As he did, a mystic green flower bud appeared above the ponies and drake head's before blossoming into a beautiful pink rose with several vines reaching out. The green glow of the Curaga spell washed over the group, healing their wounds. Burns faded, feathers regrew, and a rib Rainbow didn't know was cracked snapped back into place, causing her to wince and scratch at the spot.

"Did your boss do that too?" Asked Spike as he hopped up onto Twilight's back.

"Yeah, he’s a pretty awesome wizard. But anyway, I've got to go talk with him." With that, the stallion pulled a slip of paper out of his mane and began to trot over to an unoccupied rail line. Rainbow flew over in front of him before he could go any further.

"Hold up bub, you aren't going anywhere till you explain, what... Those were... Hold on..." Rainbow swiped the small card the stallion was carrying and stared at it.

"Hey! Give me that!"

"Twilight! Its like the one we got from the Princess! A train pass just like ours!"

"You mean this?" Twilight pulled the train pass out from under her wing and held it up for the stallion to see.

"Where did you get that? The boss never gives anypony a pass for his train!" The surprised stallion said.

"We got it from my teacher. She said it was a way to meet a friend of hers and that he would help us with something we’re doing." Twilight tucked her pass away back under her wing.

The stallion rubbed his chin with a hoof. "Really? Well, I guess you can come with me to the tower and meet him if you have business with the boss."

"Hey, whats your name?" Spike asked.

"Me?" The stallion dramatically flipped his neon-green emo-hair over one eye and put on a derpy expression. "I am Leonidas Spartacus Maximus! But you can call me Nid."

"Nid?" Twilight looked confused. "But calling you Leo would be much more-"

"Nope! You may call me Nid or Leonidas Spartacus Maximus. Nothing more, nothing less."

"But that's just weird. It would make more sense to call you Leo, not Nid!" Twilight argued as the group walked over to a set of train tracks. Pulling out his pass and Twilight copying his motions, Nid threw the pass onto the tracks, the other joining it.. When it landed on the rails it turned completely gold and merged into the metal. Moments later, a blue and gold train with several decorations of stars backed up to the platform. A door opened on the side, and with only a little hesitation, Twilight, Rainbow and Spike followed Nid onto the train. The door shut and the train began to slowly move forward, picking up-

"Sh*t sh*t sh*t, super flaming sh*t, oh sh*t!" Nid bolted out of the train, bashing the door out of his way. With crazy speed, he ran over to the burnt corpse of the train from earlier, which had gone out. Reaching into the wrecked metal he pulled out a long Naginata, with a black and white checkered hilt and a glowing gold blade. The white stallion charged back into the train, and as the doors closed, the train set off. It traveled along a railway leading away from Twilight Town, across the ocean and towards the rising moon. With a flash, the train disappeared.

Spike and Rainbow peered out the star shaped windows as the magic train traveled high in the air far above a misty mountain range, obscured with a thick layer of wild clouds. The rails along which they traveled were made up of magic light, shimmering like a beautiful aurora under a clear night sky. As the two were peering out the windows, Twilight and Nid were talking, the unicorn only mildly interested in the magic train and the earth pony completely uncaring.

"So this unicorn is your boss?" Twilight inquired.

"My ancestors were friends of his, and so he’s “watched over their descendants”; really creepy if you ask me. I’ve just been working with him recently," Nid responded as he pulled a whetstone out from a small attachment built onto the bottom of his naginata.

"So was he friends with your grandparents?" Twilight asked as Nid began sharpening his weapon's blade.

"No, he was friend with my I-don't-know-how-long-ago relatives. Thousand years ago at most." Nid only screamed like a little filly a little bit when Twilight shrieked into his ear.

"WHAT?!?!" The white stallion's only response was to boop Twilight's nose with the butt of his weapon, the whetstone somehow replaced on it without drawing her attention.

"Don't scare me like that!” Nid stuck out his tongue.

“But how a thousand years? Is he an alicorn? Thats the only means of immortality I know of.” Twilight reasoned.

“Nah, its got something to do with his place and an ancient evil bound to it and stuff. I got bored halfway through.”

“Hey check it out! A tower!” Spike’s words caught the attention of two ponies, and Twilight went to the window Spike and Rainbow were gazing out. The train was approaching a floating island with a stone tower topped with blue cone turret roofs, painted with moons and stars. Several trees dotted the empty courtyard that made up the rest of the island. The Mysterious Tower stretched upwards towards the stars, the moon rising behind it.

“Has the sun moved the entire time we were on that train?” Asked Rainbow.

“Nah, the sun never moves here. Thats why its called Twilight Town,” Nid exited the train, his naginata acting as a staff. “Same with the moon. Nopony knows why, but the boss said it was because this world in in balance or something. I fell asleep during that lecture.”

“Yah, I fall asleep whenever Twi tries to tell me egghead stuff to,” Rainbow chuckled. Twilight gave her an unamused stare. “What? Its true! Half the stuff you say is way too nerdy.”

The group made their way through the door of the tower into the vestibule, a round room at the base of the stairs that rose up through the building. The party began climbing up the stairs, chatting as they went.

“And that's how Equestria was made!” Nid beamed.

“But- How- We weren't even talking about anything related to Equestria!” Twilight cried.

“We’re here!” Nid used his naginata to vault himself up the last few steps, crashing through the wooden door. “~I’m baaack!~” he shouted in a singsong voice.

“So I see. And you brought guests,” An old yet wise voice spoke in reply. “Please, do come in. We have important matters to discuss.”

Twilight stood in the doorway, jaw dropped and eyes glazed as Rainbow, Spike and Nid approached the stallion sitting behind a large table in a extremely high-backed chair. The room was plain, with bookshelves to one side and another door to the other, with star shaped windows revealing the starry sky outside, behind the unicorn. Speaking of, the elderly unicorn was the cause of Twilight’s paralysis. He was a blue-ish grey, with a long curly white mane, tail and beard, a blue droopy wizards hat covered with stars, moons, and bells along the rim nestled amongst his snowy locks. A similarly colored cloak with the same patterns and shiny bells obscured his cutie mark, held together by a simple gold neck piece.

“Greetings my little ponies. Welcome to my home; it has been far too long since visitors from another world have graced my presence,” Starswirl the Bearded calmly smiled as Nid hopped into a mechanical spinning chair, setting it into a slow rotation. Three other plain chairs awaited the travelers, ones Rainbow and Spike quickly took.

“EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE” Twilight schreeched, all present wincing. “OH MY GOSH OH MY GOSH YOU'RE STARSWIRL THE BEARDED!!!! EEEEHHHH!!”

“I’ve never been called ‘The Bearded’ before. Where did you hear that ridiculous title?” Starswirl said, after regaining his composure.

“Oh well, thats what they call you in Equestria! But, uh, well, how are you, um, how do I say, still alive? Records say you died ages ago!” Twilight nervously replied, making her way over to the offered seat.

“Equestria. Heh, I should have known. As for your question, I did not stay on my home world. I left, and after many adventures, I sealed a powerful darkness within this tower. In order to keep the darkness from escaping, I bound it’s prison to my life force and this entire building.” The ancient wizard’s horn light up, bringing a large book down from atop the book shelves. “But now it is time for my questions. I take it Celestia sent you?” Twilight nodded. “And was she vague on the nature of the Heartless, and the weapon you wield?” Blushing, the purple unicorn nodded again.

“Then I shall take it upon myself to explain properly, along with those creatures you fought at the train station. Are you sitting comfortably? Good. Then lets begin. The Heartless are mindless beasts, creatures of darkness that steal the hearts of living creatures. They hunt tirelessly, endlessly, forever in search of hearts, which in turn cause their numbers to grow, like Parasprites. These creatures of shadow have always been a plague on the omniverse, but they have never been this dangerous. Events a millennium ago set into motion a tidal wave of darkness, many years later, that is sweeping from world to world, consuming them.

But there are ways of stopping them; the weapon known as the Keyblade. These ancient weapons were forged during a great war, long before recorded history. Some Keyblades are aligned with the darkness, but it is those wielded by the power of light that can destroy the Heartless and free the hearts that are trapped within them. Keyblades can open and seal any lock, any heart; even those of entire worlds.”

“Wait, worlds have hearts?” Rainbow cocked her head, one of the only two paying attention. Spike was asleep in his seat, while Nid was spinning at dizzyingly fast speeds in his spinning chair.

“Yes. All worlds were once one, or so we are to believe. But that is ancient history. What matters now is that the worlds are in danger, and not just from the growing Heartless.”

Yah, those Noponies in the coats, the smart ones. I’ve seen them around a few times, but they were fighting Heartless so I paid them no mind. What's the deal with them boss?” Nid stopped his spinning suddenly, his face serious.

Starswirl stroked his beard, sighing. “While I know of their basic nature, I know not their goals. They are Noponies, the shells of strong willed creatures who have lost their hearts. They are few compared to the Heartless, but they are many times stronger,” “And now there appear to be intelligent Noponies, leading the others in an organized fashion and wielding the power of darkness. I fear their motives, especially since they have”

Spike brought a hand to his chin. “So we have to find Fluttershy, stop the Heartless from invading Equestria, and find out what these mysterious ponies are up to? Yeesh, what a load!”

Starswirl nodded mournfully. “Yes, the Heartless’ attack on Equestria; the stars told me of it.”

“Yeah, there were tons of them! But the princesses can fight them off! ...Right?” Rainbow smiled with an air of confidence hinted with worry.

“Wait, isn’t Equestria the place with the magic tree?” Nid had resumed spinning, at a slower rate than before. “The magic from that should prevent the Heartless from destroying that world, didn’t you once say?”

“So you were paying attention to my lectures,” Starswirl smirked at the younger stallion, who blushed and spun even faster.

“Shut up! Just answer the question!” Nid slowed down after his sudden burst of speed.

“Well, the Tree of Harmony, as it is known, is special. Its natural affinity for light will prevent the Heartless from consuming that world in darkness, but they can take the hearts of any creature they find upon it,” Starswirl used his magic to levitate a jet-black tome, with glowing golden lines running across it in cubed patterns, off his bookshelves. “I will contact allies on mine to assist as they can in Equestria’s defense, but in the end it will be up to you.”

Twilight blinked rapidly. “What do you mean by that?”

“Twilight Sparkle, Rainbow Dash, Spike Sparkle, Leonidas Spartacus Maximus; I am tasking you with the quest of finding the source of the Heartless growth, stopping their dark conquest, and discovering the goal of these mysterious Noponies,” Starswirl commanded in a wise tone as he stored the mystic book under his desk.

“No hold on a minute, buster!” Rainbow Dash flew right up into the wizened unicorn’s face. “We have our own thing going on; we have to find Fluttershy, and nothings getting in our way of that!” she said angrily.

“Yes, but as you combat the Heartless, you will no doubt find the Heartless formed by her heart, and if you defeat it she will return to Equestria,” responded Starswirl. “And if she has formed a Nopony, you will most likely come across it if you research the coat-wearing Noponies.”

“Why do I have to go with them! I got stuff to do here; I can’t just abandon Twilight Town! How am I supposed to survive without Sea-Salt Ice Cream!?” Nid whined.

“You will have to be their pilot, and you have the most experience fighting Heartless. Twilight Town will be fine without you,” Starswirl said. “And knowing you, you’ll want revenge on the Nopony that attacked you earlier.”

“Maybe. Alright fine, I’ll go with them. The Highwind is just about ready: I just need to put the armor plating on, and we can take her out for a spin! A longer spin than I would've liked, but the longer the better I say! ...He.” Nid snorted at the end, Rainbow and Spike doing the same.

“Well, while you see to that, Twilight, Rainbow, Spike, please go into the room over there,” Starswirl motioned to a door positioned on a wall near his desk. “In there you will be given special armor, which serve use to you on your quest.”

“Lets go! I want some of this magic armor!” Rainbow dashed through the new door, the Sparkles following after. Twilight hesitated in the doorway before turning back to the ancient unicorn.

“Starswirl, please, can you tell me whats going on in Equestria right now? I want to know if everypony at my home is safe. Please,” Twilight asked.

“I shall consult the stars,” Starswirl stood from his chair, and trotted over to one of the star shaped windows. “Well you heard her... What's goin’ down?”

“DON”T YOU TWINKLE AT ME LIKE THAT!! SO HELP ME… I’LL PULL THE CURTAINS ON YOU AGAIN!!” Twilight flinched as Starswirl’s sudden outburst. As he ranted at the stars, Twilight slowly backed through the door, closing it as she did.

“What was that?” Spike asked.

“Probly da old coolt is yelling at da stars again,” a squeaky accented voice spoke up from behind Twilight, who quickly turned to see who it was. Three Breezies hovered above a long desk, covered in various shades of cloth and a large sewing maching. The three fairies wore wore small pointed hats that matched their color scheme; one was a chubby red with a lighter shade for her mane, the next was a short blue Breezie with again with a lighter shade mane, and finally a green with a mane that matched Nid’s.

“Oh he does this almost evry day. Don’t mind it to mach, he’ll stop soon,” said the blue Breezie.

“But anyhow, wat do ya need dearies?” asked the red Breezie.

“Ah, where arr ya manners! We need to intraduce ourrselvs! Ma name is Fauna, da blueberry over ere is Merryweather, and she’s Flora,” the green Breezie pointed to the other two as she said their names.

“Nice to meet you! Starswirl sent us in here for some sick magic armor! Can you guys hook us up?’ Rainbow asked.

The three fairies looked at each other. “Yah, I tink we can do somthin for ya. Ready girls!” the fairies raised miniature wands in their hooves and pointed them at the ponies and drake. A beam of red, blue and green shot from the wands, each hitting one of the ponies. Flora’s beam hit Rainbow and surrounded her in a red light. When it cleared, Rainbow was wearing a bright red hoodie, with slots for her wings and her cutie mark emblazoned on the back. It’s long sleeves covered part of her front boots.

The blue beam collided with Twilight, also engulfing her with a magic glow. As it faded, Twilight was left wearing a black shirt, with matching belt buckles forming an X across her chest with a small pin of her cutie mark holding it together.. It also had wing-slots and there were two lines running along the edges, one pink the other violet. long pink pants covered her rump, and her cutie mark was positioned where they were naturally.

As the blue beam struck Spike, he to glowed with a magic light. As his cleared, he was left with a plain dark blue shirt and a opposing dark red coat, with dark purple shorts held in place with a similarly colored belt. Black gloves with designs of emerald flames fit snugly on his hands.

“Its cool I guess. Not the epic armor I was hoping for, but it’ll do,” Rainbow commented.

“Amazing! Theres some incredible spell woven into this! How’d you do this!?” Twilight excitedly asked.

“Ah, we’re very old, and have ad alot av expirience! Dose clothes will protect ya from most of wat those dirty Heartless can throw at ya, and can change your forms ta betta fit in on a world.” Merryweather boasted.

There was a knock at the door as the newly clothed group checked themselves out in nearby mirrors. “You guys done in here? Good, cause we’re all about set to be if, if you want. The sooner we go, the more time we save on this whole quest stuff,” Nid said as he poked his head through the doorway.

“Alright, lets get this show on the road!” Rainbow rocketed ahead of her friends again, who followed after they thanked the trio of Breezies. When they went through the door, they entered not the magicians study, but instead a huge rocky cave with several multicolored blocks strewn about. In the center was a large blocky ship, with a sharp curves and powerful looking engines.

“Whats this?” Spike questioned as they gazed up at the ship.

“This, my dear draconian, is my baby girl; the Gummi ship, the Highwind! I’ve spent years fixing her up from the dying wreck she once was, and now she’s ready for takeoff!” Nid beamed as he fiddled with a control panel built into the cavern wall. A swirling blue ring appeared below the ship, which Nid leaped into. It beamed him up into the ship, with Twilight and companions following after. The inside of the ship was snow-white, with a primary hallway running from the transmat at the back of the ship. On one side was three bedrooms, and on the other side of the hallway was a room with a couch, chairs, and TV, a kitchen, and a staircase that led into the bowels of the Highwind. Finally, the cockpit had three seats surrounded by a complicated system of screens, buttons, levers, and swirly-things.

“Whoa… So rainbow!” Rainbow quickly flew through the entirety of the ship’s rooms in a minute, before plopping onto one of the beds. “Right. I’m takin a nap. You to can set our course or whatever.” She promptly passed out.

“Well, lets fly this puppy out of here and plot our course! I got a whole butt-ton of navi-gummi’s here from storage, so we’ve got a wide selection of places to choose from. The navi’s are a bit old though, so we don’t know what the world is unless we update them, but I digress,” Nid began flipping switches and pressing buttons as the Gummi ship began moving out of the cave. It soared out from underneath the tower, and briefly stopped so Twilight, Nid, and Spike could see Starswirl and the three Breezies waving from the courtyard. The ship turned, and blasted off, out of sight.

“Wait, thats it? We’re just going to leave, just like that? Without any goodbyes?” Twilight asked.

“Yah, I got nothin to say to the boss that he doesn't already know. And I already loaded the ship with supplies and stuff, so we’ll be set for a good while,” Nid responded, messing with one of the screens.

“Well, I think I’ll take a nap to. It’s been a long day…” Twilight left the control room to one of the bedrooms.

“Sleep is for the weak!” Nid called after her, before turning to Spike who was looking around the controls in wonder. “Say, curious bout how this baby fly’s?”

Spike faced the stallion. “Heck yeah! This is so cool! Whats it all do?”

“We, see this button here? Thats for the shields and this one for the fans, and this is for the turbo, and I don’t actually know what this one does… Or this one… Or this one either...”

Pit Stop

“A cyan feathered face, crowned with rainbow plumage, obscured the purple duck’s face. ‘Twilight Quackle-Senpai…’ it moaned. ‘Rainbow Duck…’ was the mage’s reply. Beaks came closer and closer, and lightly touched…” Nid muttered to himself (though it was muffled and illiterate) as he bent over a desk, quill in mouth. “A wing reached down to her lower regions and...!”

“NID!!!” Twilight's voice yelled through the Gummi Ship. The door to Nid's room slid open and Twilight stomped. At first she looked annoyed, but her expression quickly became one of confusion. “Why is your desk on fire?”

“Nothing!” Indeed, the stallion’s desk had been reduced to a miniature bonfire in a matter of seconds as Nid grinned nervously. The sprinklers activated, putting out the fire and leaving Nid drenched.

“Ok..? Well, what I want to know why is the food storage filled only with ice cream!?” Twilight levitated several containers of Sea Salt Ice Cream in front of Nid. He snatched one from her magic, popped off the top and stuck his head in.

“I don't see a problem here,” Nid said, licking the ice cream off his mouth as he came up for air.

“Me neither!” Rainbow floated in with Spike on her back, both eating from tubs of ice cream.

“As much as you like ice cream, we can’t just eat ice cream for the whole adventure! We need to get proper food,” said Twilight as she levitated Spike’s tub of ice cream away. He cried many tears.

“Arggg, fine. We’ll stop by a store. To the bridge!” Nid bolted to the cockpit of the Highwind. The Equestrians came after him at a slower place and sat down in the seats, Spike sitting on a smaller chair added on next to Twilight’s chair on the left. “Okay, nearest Galactic Refuel Station, go!”

Twilight and Rainbow barely managed to get their seat belts on as Nid threw a lever forward, sending the Highwind into warpdrive. Spike flew over his seat and hit the closed cockpit door, his lips flapping from the intense speed. Just as quick as the boost came, the ship stopped and Spike crashed into the window.

"Owww..."

“Okay, so do any of you have munny?” Nid asked. They Gummi Ship was parked next to a refueling station, filling the Highwind’s energy tanks with power. The Station had a simple layout; an area of the rocky meteor was built smoothed out for for ships to refuel and repair next to a colorful brick building. The trio of Nid, Twilight and Rainbow (Spike staying on the Highwind) entered the building through a pair of sliding doors.

The inside was well lit and pleasantly colored with music playing from speakers overhead. The building space was taken up by aisles and aisles of assorted merchandise, from snacks to books to machine parts and everything in between.

“Um…” Twilight and Rainbow looked at each other sheepishly as Nid shook his head back and forth. “Do bits work?”

“Welcome to Moogle Galactic Refuel Station #56780, for all your interstellar needs, kupo!” A moogle waved to them from the three checkout lines by the door.

“Yo,” Nid waved back, “And no. Munny is used in almost every world, save a couple of ones like ‘Questria that are sealed off from the rest of the multiverse, save a few back doors. I've got some munny from killing Heartless though. Don’t know why creatures of darkness carry around munny, but it’s useful, whatever the reason,” The stallion pulled two little bags out of a pocket on the emerald-green button-up shirt he wore and gave them to the two mares. “And break!”

“Sooo, I’ll just leave the important stuff to you Twi and go check out… stuff. See ya!” Rainbow dashed off into the store, Nid going off in the opposite direction.

“Hey! Don’t just..! Whatever.” Twilight shook her head as she let out a deep sigh. She lifted the coin purse and set it inside a magic pocket on her pants, and made her way to the food aisles. The unicorn came to a section for fruit and, picking up a basket, began filling it with the produce.

“Hmmm, bananas, pears, apples… That should be goo- Eep!” Twilight squeaked as she turned from the fruit display and bumped into someone. She fell to the floor, her fruit spilling on the ground. “Ohh, sorry.” the lavender mare chuckled nervously.

“... Clumsy… I wonder why it choose you..?” said the quiet voice of a stallion.

“Hey! That's not very- nice!?” Twilight flew backwards with a flap of her wings from the hooded stallion. Twilight summoned her Keyblade and brandished it at the mysterious Organization member, who merely brushed strands of greenish-yellow mane out of his eyes, unseen underneath the shade of his hood.

“Perhaps… I should give you a test… Yes… My mission… I doubt you will be able to stop me, but no doubt you'll try. So come… Play with me…” The Nopony opened a Corridor of Darkness behind him and stepped through it before Twilight had the time to attack.

“What did he mean by ‘his mission’?” Twilight wondered as she dispelled her weapon. Suddenly, an explosion rocked the Station as Twilight tried to collect her fallen fruit.

“TWIIIIIILLLIIIGGGhhhtttt..!” Nid ran past the aisle Twilight was standing in, Rainbow in tow close behind. The two backtracked and ran up to the startled unicorn. “Explosions are always bad signs!”

“When are they ever good signs?” Twilight retorted.

“Whatever, we should check it out! That's how we found Nid, remember? So if we follow exploding things, we’ll be on the right track!” Rainbow said, before she grabbed Nid by his scruff and took off in a dash, Twilight following closely. They burst through the Station doors to the sight of several Heartless attacking the patrons of the store. Soldiers danced around while Red Nocturnes and Rhapsodies fired magic around. But the main cause of alarm was the giant Heartless behind them.

The large Heartless' body consisted of yellow and green spheres, with bright blue clocks set in it at random spots all across. One such clock was set right in the center of his face, just under two flowing yellow eyes like a nose. Twitching slightly, two oversized clock hands stuck out of it like some kind of bizarre mustache.

The giant clock hands on the Time Twister’s face spun at a super fast speed, causing the clock nose to glow blindingly before it released a blast of golden energy out, obliterating a large portion of the Station behind the heroes.

Nid reached into his shirt and pulled out from it his naginata as Twilight summoned her Keyblade. Rainbow already had her boots on, but with a thought the spikes that adorned them popped out from their dormant state. The Time Twister and the minion Heartless turned at the appearance of the Keyblade, giving the assorted creatures that were in the station time to flee to the Gummi Ships.

“Let’s do this!” Twilight shouted, as the trio prepared to leap into the fight against the Heartless. But laser blasts rained down on them, destroying the weaker Heartless and causing the Time Twister to stumble. The Highwind flew over them, chased by small Heartless ships shaped like dragonflies that shot their own lasers at it. Twilight could just make out Spike at the helm, dodging the Heartless’ lasers with some difficulty. But Twilight and companies attentions were taken from the commencing aerial battle by the groan of the Time Twister Heartless as it groaned.

The large Heartless unexpectedly dissolved into a wave of smoke and flew backwards to the Ship Bay. The only ship remaining there was an odd blue box, where two ponies; a brown Earth Pony with a darker brown mane wearing a green tie, and a grey pegasus mare with a blond mane; were entering the box. The Heartless blew past them into the box, pulling the two ponies into it with them.

“We have to go after it! We've got to help those ponies!” Twilight yelled, flying forward into the boxes still-open doors. Nid and Rainbow ran in after her not a second too soon, as the box’s door closed behind them and darkness surrounded it like a cocoon.

“Okay Spike, you can do this! Keep calm, keep calm, keep- Ahhh!” Spike was sitting in Nid's chair directly at the Gummi Ship's control console, the seat raised as high as it could for Spike to see through the window. The drake yelled as he swerved the Highwind in a sharp turn at the sudden appearance of more Heartless Ships right in his path. His quick turn only took him face to face with a group of more the Heartless ready to attack.

Somehow, Spike managed to corkscrew the Highwind right through the Dragonfly Heartless Ships and disorientate them. With a quick pull of the brake, the young drake spun the Gummi Ship around to face the stunned Heartless’ backs and fired off the laser cannons, blowing the ships to kingdom come.

“Hooray! I… Oh.” Spike’s celebration was cut short by swarms of Heartless Ships surrounding him. The Highwind’s sensors went crazy with beeps as the ship's radar was covered in red. Spike rocketed off, trying to avoid the enemy attacks. While he did his best, the Highwind took uncountable hits, causing the ship to toss and turn. The only good thing was that the Dragonfly Heartless Ships were weak, but they were wearing down the Gummi Ship little by little.

“Ah, I don’t know what to... Do?” Spike’s mind calmed as he saw a big crystal button underneath a plastic cover on the colorful console.

"And this is the brakes, and that's the headlights and that's the horn-" Nid rattled on as he gave Spike a rundown of the Highwind's controls.

"Hey, what's this one do?" Spike pointed to the big crystal button.

"That? That's the Soul Drive; something the boss helped me install. He's real big on the 'power of the heart' and has a bunch of stuff that magnifies the power of someone's heart. Like my naginata, Golden Dawn," Nid explained, "It takes the light in my heart and amplifies it into a power used to fight the Heartless. That button works under the same principle, but it channels the light in your heart throughout the whole ship. It’s untested, and in theory really taxing on the user cause of the amount of space it has to channel your heart across. So I don't really want it to be used unless absolutely necessary. Kapeesh?"

"Got it!" Spike gave the white stallion a thumbs up. "Oh what’s this switch do!"

"That's for the heated seats and the one next to it is...

"I guess I don't really have a choice, do I?" Spike snapped out of his flashback and stared at the Soul Drive for a moment before making his decision. "Screw it!" His scaly fingers flipped open the cover and with a moment’s hesitation, Spike slammed his hand down on the button.

"Soul Drive, engage!" The button glowed green and purple, the light spreading all across the Highwind in seconds. The light grew unbearably bright, vaporizing some of the closer Dragonflies. The light cut out with one last bright flash, revealing a transformed Highwind. The originally red and orange ship was now mostly bright purple with green accenting it. The ship was sharper and smoother, while the nose cone had changed into a dragon head. A tail trailed behind in with a large laser blaster mounted on the end. Finally, emerald green fire engulfed the whole ship, with smaller purple fire coming from the engines.

Spike grinned inside the Highwind, pulling down a pair of goggles he found under the console. "Mess with fire, you get burned. Mess with a dragon... You get roasted!!" He grasped the new steering wheel that had grown out of the console and pressed two little buttons on it. The wing mounted cannons, the tail mounted one, and the dragon head nosecone all charged up with purple energy and let loose solid beams of raw power through the horde of Heartless. The drake spun the wheel and the Highwind mimicked the motion, turning into a spinning wheel of death as the blasts ripped through its enemies.

Spike's spin came to a stop, leaving half of the Heartless Ships remaining. He revved the Highwind's engines in challenge as the Heartless began to charge at him with reckless abandon. Grinning, he let loose an echoing roar that somehow defied physics and sounded in the empty void of space ("That's my drake!" Pinkie cried with a hoof-pump.) and launched forward to meet the oncoming horde.

Author's Note

To long have I put this off, and now I have changed my plans to fit with my hiatus. And I did it! Yataa! I probably f*cked up somewhere though; didn't really have someone edit it, just did it myself.