Spyra

by angelofrombelow

Rating: teen
Tags: Princess Celestia, Berry Punch, Twilight Sparkle, Lyra, My Little Pony: Friendship is Magic, Dark, Carrot Top, Adventure
Length: 131812

Lyra's a spy! And this is a pretty dark story.

For the past few years, Lyra has been keeping a close watch on Twilight Sparkle under the orders of Princess Celestia. Her mission: to ensure the princess's protege is emotionally stable and fit to be the leader of the Elements of Harmony.
Now Twilight has proven herself with the defeat of Discord, Lyra's mission is complete. She can finally drop her assumed identity of Heartstrings and resume her past life in Canterlot.
Or so she thought.
The princess has one final task for her, one that will uncover a conspiracy that could put the whole of Equestria under threat.
Lyra's new mission: to take down the rogue agent known as Golden Harvest.

Published 2012-04-29 12:54:01 UTC
Last updated 2012-10-28 22:34:07 UTC

Chapter 3

It was a strange quirk of fate that Ponyville's celebration for the six heroes was a much more refined affair than the one held in Canterlot.

Many of the guests had already partied themselves out on the night before and were content to enjoy a slower, quieter event in the town hall. The mayor made a speech early on to congratulate the Elements of Harmony and then everypony was free to do whatever they wished.

There was a modest spread laid on by the staff at Sugarcube Corner and four members of the Canterlot orchestra attended to provide a genteel soundtrack to the evening.

Applejack left soon after the speech, claiming that she was feeling a little "under the weather" when in fact she was still nursing the mother of all hangovers, leaving her five friends to chat with the other guests.

A couple of hours into the event, Fluttershy and Twilight caught Rarity alone and began regaling her with tales of what had happened last night.

"Oh my," she gasped once their story was done, "Thank goodness I went to bed when I did. I don't think I could bear the humiliation."

"It was certainly a night that I'd rather forget, but I'm sure I'll look back on it and laugh someday," said Twilight, "No harm done. I'm just glad I didn't get in trouble with Celestia."

Rarity waved her hoof dismissively: "You worry too much, darling. You're her number one student – you'd have to do something pretty drastic to get in her bad books."

The purple unicorn smiled weakly: "That's just what Spike said."

"Where is Spike tonight?" her friend asked, "He's missing out on all the fun."

"He tuckered himself out last night, poor little guy. He did want to come along but he was just too tired."

Just then, Pinkie Pie hopped over, still full of energy and showing absolutely no signs for the worse after yesterday's shenanigans: "Hi girls! Having fun?"

Twilight eyed her friend warily. Her only knowledge of what she had been up to at Canterlot was based on rumour and wild speculation.

She said: "I noticed you didn't sleep in your bed last night, Pinkie. In fact, I didn't see you all night. Where were you?"

"Hmm… I have no idea! La la-la la-la!" the pink pony sang as she bounced away again.

The three friends shared bemused glances, momentarily stunned into silence. Before they could say anything, Twilight noticed Lyra standing near the bar and beckoned to her to come over.

The mint green-coated unicorn had already spotted her quarry – Carrot Top was also lingering near the bar, chatting with a couple of her friends. Lyra had been eavesdropping on their conversation and hadn't heard anything suspicious as of yet.

She decided it would be best to join Twilight and her friends. She'd be less conspicuous in a crowd and would still be able to keep watch over Carrot Top.

Her studious friend beamed as she walked over: "Rarity, Fluttershy, this is my friend Heartstrings. Heartstrings, this is – oh, well I guess you know who they are already."

Rarity's face brightened upon hearing her name: "Heartstrings! Oh yes, Twilight's been talking about you. I'm sure the two of you have much to discuss, so we'll just leave you to it."

She gave a sly wink to Twilight then indicated to Fluttershy that they should leave them alone. Her friend, who hadn't been informed of the latest gossip, looked at her blankly then turned to Lyra.

"S-so, um," she said, mostly focusing her attention on the floor at the unicorn's hooves, "W-what do you do for a living?"

"Oh, odd jobs really. Civic maintenance and anything else that needs doing around town. I'm happy to help anypony out if they need it."

"That's nice. Do you like anima – what?" Fluttershy looked at Rarity, who was now jerking her head in an increasingly obvious effort to tell her they should go, all the while maintaining an unconvincing smile.

She still didn't understand, so the white unicorn gave up the pretence and forcefully pushed her away, the pegasus's hooves scraping along the floor.

"It was nice to meet you," she called out as the pair made their undignified exit.

"They were rather quick to leave," said Lyra, "Twilight, you didn't mention anything about our conversation earlier today, did you?"

Twilight chuckled nervously: "Who, me? Oh no. No. Well, maybe a little. Rarity knows a lot about this sort of thing, so I asked her for some advice. Just on a hypothetical situation."

"Did you say anything about me and Golden Harvest?"

She looked away: "That… may have been the hypothetical situation I used, yes."

Lyra put her hoof to her face. The rumours were spreading already and that could prove disastrous to her mission. She would have to move fast before her cover was blown. Carrot Top had worked as a spy for Celestia and if she truly had gone rogue, she would no doubt expect that somepony had been sent after her.

"Never mind," she said, "Look, Twilight, I appreciate the fact you're trying to help but I've already told you, I'm not attracted to her."

"You're not?" the purple unicorn blinked in surprise, "But then why did you come to the party?"

Lyra shrugged, a bemused expression on her face: "Because it's a party. What other reason does somepony need?"

Twilight hesitated, then smiled as she realised she was being told the truth. Her eyes showed a little disappointment. She had been hoping tonight would give her material for this week's letter to Celestia, which was almost due.

"And here I was, convinced I was about to help you find true love," she said, "Well, the night's still young. Is there any other pony who you've got your eye on?"

Lyra shook her head: "How about yourself? I know you're always busy with your studies and all, but there must be somepony here you're interested in."

Twilight's face turned a deeper shade of purple and she became slightly withdrawn.
"There is somepony," she said, self-consciously kicking one of her front legs forward, "But he's way out of my league."

Lyra raised an eyebrow. "Okay, who is it?" she said, standing alongside her friend and waving her hoof at the crowd of partygoers, "You'll never know what he thinks of you if you don't ask. And when you think about it, this would be the perfect time for you to make a move on whoever it is. After all, you're the talk of the town right now. You're a hero."

Twilight was hesitant, suddenly nervous at the idea that tonight could be the night: "Me? No I'm not… well, maybe I am, but that's only thanks to the help of my friends. Anyway, you said it yourself: I'm much too busy to get involved with anypony. I've got to train my powers. I've got to study the magic of friendship. I've got to look after the library. In fact, it's been months since I gave those bookshelves a good clearout, I should go do it right…"

"You're not going anywhere," Lyra raised her leg to stop Twilight walking past her, "I want a name."

She scanned the room quickly while the young student debated whether to reveal the identity of her crush. The Canterlot musicians had finished playing their last song of the night and were packing up their instruments.

Carrot Top was alone now but hadn't moved from her spot. Good. As she watched, the yellow-coated pony turned her head and looked at a stallion who was also propping up the bar. His coat was a light blue, his mane was a much darker shade of the same colour and his cutiemark was a set of quavers. Carrot Top seemed to be taking great interest in him.

"Dr Whooves!" Twilight blurted out, interrupting Lyra's train of thought.

"Whooves?" she said, her voice softened by surprise, "Why are you interested in him?"

The purple unicorn was blushing again: "Well, he's so… handsome. Those strong, sensitive eyes, that glorious mane. I've never really spoken to him but I know he's intelligent and that's really important – I've always wanted somepony I can have deep, complex conversations with. I know he's older than me but I don't mind that. Quite the opposite. Oh, and he's a doctor. Mum always wanted me to marry a doctor."

"Whoa, slow down," said Lyra, still coming to terms with Whooves being described as handsome. She would never have seen him that way.

"Oh. Sorry. Got a bit carried away. But you see what I mean. There's no way he'd be interested in somepony like me and I can't go up and speak to him because I don't really know him and it'd be embarrassing," Twilight crossed one of her front legs over the other and looked at the floor.

"I know him. I can introduce you to him."

She gasped, her face lighting up: "You would do that for me? That'd be great! But, wait… do you think he'd be interested? Do you think we'd make a good couple?"

Lyra paused to consider: they were both smart and highly interested in Equestria and its history. Twilight was a little emotionally immature but Whooves had a protective nature and was a considerate sort. He was more of an extrovert but they had similar personalities and were both capable of moments of extreme nerdiness – she would probably make a great companion for him.

She nodded, delighting her friend, then said: "Come on. I've spent most of the night chatting with him, so I know he's around somewhere."

The purple unicorn took an inadvertent step back: "What, tonight? I can't! I'm not ready, I wouldn't know what to say. I haven't read anything about…"

"You'll be fine," said Lyra, dragging her along, "Just be yourself. If the conversation falls into a lull, just get him talking about history and you'll be set. Ah, he's over there."

Whooves was standing alone by a wall, absently watching the other guests enjoying themselves. Lyra went over to him, leaving a nervous Twilight by herself for a few moments.

"Ah, hello again," he said, the disinterested expression staying on his face, "This party's proving to be quite a drag compared to last night, isn't it? I don't think there'll be anypony here who'll have something to regret come morning."

"Well, last night was a special case – even the upper class ponies were letting their manes down," said Lyra.

He shot a small grin, then said: "In any case, this party is over. I'm going to head on home."

"Oh, wait just a minute," she said hastily, holding up her hoof to stop him, "There's somepony I wanted you to meet."

He raised an eyebrow curiously as she beckoned for somepony to come over, then blinked in surprise when he saw who it was. The purple unicorn had a faltering smile on her face and there was reluctance in her stride.

"Doctor, I'd like you to meet a good friend of mine," said Lyra, "This is…"

"Twilight Sparkle," he murmured, his mind racing. The doctor had a remarkable gift of foresight but he hadn't predicted that this would be the night they finally met.

He pulled himself out of his momentary trance and greeted her with a vigorous hoofshake: "No need for introductions, Lyra. Everypony knows Twilight Sparkle. Student of Princess Celestia, vanquisher of Nightmare Moon and all-round magical prodigy – not to mention, she's the reason we are all here tonight."

"Yes, um, thank you," said the bookish pony, perturbed by his enthusiastic greeting, "Couldn't have done it without my friends though."

Whooves nodded: "The elements of harmony. Quite remarkable. To think the princess would be capable of such a thing as weaponising friendship! A much more peaceful solution than the times of old."

There was then a moment of silence that went on for longer than Twilight was comfortable with. She stood with a grin frozen on her face, the heat from her forehead causing little pinpricks of sweat to form on her brow, and panicked internally as she failed to think up any way to keep the conversation going.

Whooves looked at her for a moment, slightly confused by the fact she seemed to have nothing more to say. Just a cursory welcome for tonight then, he thought. Probably for the best.

He raised his hoof in form of farewell: "It was good to meet you, but as I said to Lyra…"

"Hold on a minute," his friend interjected, "What you just said there, about olden times. Ah, Twilight, we were just talking about, um, we were just… weren't we?"

She gestured to the young unicorn, urging her to say something.

"Oh! Yes, we were," said Twilight, thinking quickly, "Talking… about how conflicts were resolved before the elements existed."

Whooves frowned. "Really?" he said, "That seems like fairly inappropriate conversation for a party."

"I just…" she grimaced to herself, then steeled her nerves and decided to just go for it, "I think about these things a lot. Not fighting, I mean. The past. How we came to be here. History holds so many mysteries that can't be solved just by reading books. Did you know, for instance, that there's no record of where the elements of harmony came from? The only information I've found about them is in a book that foretold the return of Nightmare Moon and even that relied heavily upon folklore. Do you ever think about how our society evolved, where it came from?"

Whooves paused, his attention caught by Twilight's curious mind. Perhaps a short conversation with her could provide the entertainment that tonight had been sorely lacking.

"I do often think back to our younger days, yes," he said carefully, "But surely the answers you're looking for should be easy for you to get hold of. After all, you're close to Princess Celestia…"

"That's true, but she doesn't speak much about the past," she said, "Whenever there's something I need to know, she'll tell me, but she has so many duties to attend to and she knows so much that I couldn't take up all of her time with my questions. Besides, it's so much more rewarding to find out the answers myself. I read a lot."

He smiled: "That's quite commendable. However, you can't find all the answers to life, the universe and everything in the pages of a book. For instance, you won't be able to find any information back beyond the story of how Equestria was founded. Have you ever wondered what happened before then or why that part of our history has been lost?"

"I have, and I think I know the answer. It all goes back to Discord. We've already had a taste of what life must have been like under his reign – with that level of chaos, it's little wonder nopony had a chance to sit down and write about it. I imagine there must have been a long adjustment period after the princesses took over, so perhaps everypony was too busy to make a record of the time."

"An adjustment period," Whooves repeated, "You're quite right. I believe you're right. They must have been tumultuous times indeed. But they pulled through it. Ponykind has a knack of coping with whatever comes its way."

Twilight nodded, her nervousness gone. She said: "Sometimes I wish I could find out what really happened. Just see it with my own eyes, you know?"

Their conversation faded out of earshot as Lyra walked away, smiling happily to herself. That was one good deed for the night – now she could refocus her attention on Carrot Top.

The yellow-coated mare was still sitting at the bar – anypony would think she had a drinking problem – and was chatting with friends, who appeared to be in the process of leaving. The blue earth pony she had been paying attention to earlier, a stallion called Noteworthy, had turned his attention to a member of the Canterlot orchestra and appeared to be making a move on her.

Lyra stopped to consider what she should do next but her thoughts were interrupted by a sudden outbreak of laughter from a group of ponies on the other side of the room.

"See, you guys? I told you this was going to be awesome," cried a voice that she recognised as Rainbow Dash.

The brightly-coloured pegasus was watching the antics of a purple earth pony called Berry Punch, who was balancing a shot glass on the end of her nose. The pony suddenly flicked her head and caught the glass in her mouth, downing the drink in one before placing the empty container on the table.

The group surrounding her clapped their hooves and whooped in appreciation of her party trick, then busied themselves trying to replicate it.

Berry Punch glanced away from them and caught sight of Lyra.

She frowned angrily, then slowly raised her hoof, pointed at her eyes, then pointed at the young spy.

Then she turned away to rejoin her friends, who hadn't witnessed the silent exchange.

Lyra stood, stunned, in the middle of the hall with her hoof still raised mid-stride. Berry Punch, a pony she had never really spoken with, had just sent her a warning – no, more than that: a threat. She had just sent her a message that was all too clear.
And the message was: I'm watching you.

****

Carrot Top waved goodbye to her friends and finished her non-alcoholic drink. She had not yet achieved what she had set out to do that evening, but she was nothing if not patient.

Noteworthy had been at the bar all night, making small talk with any attractive mare who passed by. She had only been tracking him for a short while but it had been time enough for her to decide that she didn't like him. He came across as a braggart without substance – a would-be lothario who had nothing to offer.

In short, a pony who deserved what was coming to him.

But he was hiding a particularly juicy secret and she was the only one in the room who knew what it was. Only she knew his true identity and how important he could be to the future of Equestria, unless she intervened.

She watched as he made a move on another unlucky mare. This time it was a member of the Canterlot orchestra, far too classy to give a pony such as him the time of day. Perhaps, once he had struck out again, Carrot Top would make a move of her own.

Noteworthy sidled up to the musician as she waited to be served. The mare had a grey coat with a black mane, and wore a pink bowtie.

"Excuse me," he said, smiling confidently, "I'd just like to congratulate you on your exemplary performance tonight. It gave the occasion a much-needed touch of class."

The mare looked at him disinterestedly, in no rush to respond to his praise. He continued regardless.

"I'm a musician myself and I know a master when I see one," he said, holding a hoof to his chest, "You have an incredibly light touch."

The mare turned away: "I'm not the only pony in the orchestra. We're an ensemble. Thank you for your praise, but I prefer a little solitude after a performance. No offence."

"None taken. Allow me to order you a drink – as a thank you from one music aficionado to another."

"No, that's really not necess…" she tried to stop him but he had already caught the attention of the bartender.

"What would you like?" Noteworthy asked. She suppressed a sigh of irritation.

"That's very kind of you," she said politely, "I'll have a vodka martini, no ice."

Noteworthy nodded to the bartender then turned his attention back to her: "It was always a dream of mine to join the Canterlot orchestra. I went to a tryout when I was younger but I missed out, sadly - although I've improved since then. I should probably make another go at it."

She frowned, feeling her hackles beginning to rise. It had taken her many years to reach the position she was in today and she was in no mood to hear anypony talk about it so flippantly. He was about to be taken down a peg.

"You think you have what it takes?" she said, arching an eyebrow, "Very well. What instrument do you play, and at what level?"

"The piano. Beautiful instrument, though incredibly tricky for us earth ponies to master," he said. The bartender served up the martini and Noteworthy paid a generous tip, making sure the mare saw him as he did so. "As for my ability? I'd say I'm edging on grade eight."

Her mouth twitched, the closest she'd come to smiling all night. "Grade eight?" she said resignedly, "Here's a tip – if you're going to lie to try to impress me, at least make it a believable one. Grade eight? Only a unicorn could perform to that level."

"True," he said, smiling as she turned away from him, "Only a unicorn. That is, if you believe the only way to play is by using magic or hooves."

That caught her attention. She looked at him suspiciously, unsure what he was talking about.

"Music isn't my only talent," he said, "I'm also an inventor. Just one example is how I improved our town's ploughs to aid in the annual Winter wrap-up – they practically push themselves now. But my greatest creation? A pair of boots that you wear on your front legs, each with five mechanised digits connected on the end. Tricky to use, but once mastered you can manipulate them through muscle reflexes and perform tasks that are usually only possible for creatures with fingers or claws."

The mare just looked at him, trying to figure out whether he was a technological genius or a pathological liar.

"You're serious, aren't you?" she asked, "Then… why haven't you sold this on? You'd surely make a fortune."

He grimaced: "They're incredibly hard to make and the parts for them are difficult to come by. They also need to be infused with magic, to act as a power source. Mainstream production is nothing but a pipedream, I'm afraid. But then, if everypony had a pair, I would no longer be the special one, would I?"

"Perhaps," she said thoughtfully, sipping on her martini, "If you really are telling the truth."

He moved in closer: "I don't blame you for doubting me. Maybe we should play a duet sometime so I can prove it to you."

She wasn't entirely comfortable with him getting so close, but she didn't push him away either. "I'll admit you've caught my interest. However, I'm not convinced I want to put on a private performance just yet."

Noteworthy took a step back. "That's okay, Viola. To be honest, I'm just glad you're speaking to me again after that embarrassing debacle on Nightmare Night."

The mare paused, holding her head upright as she realised something was off. "Nightmare Night?" she said.

"Oh, yes. You remember," he said, blustering a little, "That misunderstanding we had when our costumes, ah, accidentally got stuck together."

The mare moved away from the bar, feeling slightly dejected. "I think you have the wrong mare," she said, "My name's not Viola."

Too late, he realised his mistake and cursed himself as she began to walk away. He took a few steps forward to make one last effort to turn things around.

"Wait!" he cried, "It was just a case of mistaken identity. You both look very similar that's all, I… at least come back and finish your drink. It doesn't matter who I thought you were, you still really caught my attention tonight. It was a fantastic performance on the double bass…"

She whirled around, her face aghast: "Double bass? I play the cello!"

Noteworthy's mouth opened and closed a couple of times as he struggled to find something, anything to say. The mare snorted with dissatisfaction and went to leave.

"Oh come on, please, this is silly. Can't we just forget about it and move on? You haven't even told me your name," he said.

"What's the point?" she said, both irritated and disappointed, "You'll only end up calling me something else, anyway."

With that, she left the hall to go to her lodgings for the night. Noteworthy went back to the bar, head hung low. The martini was still there, half empty. He took a sip – no point in letting it go to waste – and avoided looking up at the bartender.

Carrot Top saw her chance and strolled over to him, tilting her head to peer up at him as he stared down.

"You're not having a very good evening, are you?" she asked, catching him by surprise.

"You saw that?" he said, "Well, if you've come over to make fun of me then there's little point. You can't make me feel any worse."

"Oh, on the contrary," she said, "If you'll pardon the intrusion, I overheard what you were talking about just then and I have to say it sounded absolutely fascinating. You must be ever so clever to have come up with those boots – did you have a name for them?"

"No, I never gave that any thought," he said, perking up, "But you're right, it is a rather complicated piece of machinery. It was a tough job to build, even for someone as talented as myself."

"Well, I am impressed," she said, fluttering her eyelashes, "Allow me to introduce myself. My name is Golden Harvest and I've had my eyes on you all night."

His face flushed. "You, ah, really?" he stammered briefly before regaining his composure, "My name's Noteworthy, but my friends call me Blues. And I do like a mare who knows what she wants. I commend you on your taste – and I must say, you are the most attractive pony I've spoken to all night."

Carrot Top smiled. He'd taken the bait. This job would be over before morning.

"So, that offer you made to the last mare – would you extend it to me?" she asked, "I'd be ever so appreciative if you would take me home for a private session."

Noteworthy leaned back, raising one of his front legs defensively: "You mean a private performance, right?"

She said nothing – the smile on her face and the look in her eyes told him all he needed to know.

This time, it was his turn to back away. He said: "Of course, nothing would give me greater pleasure. But I am a gentlecolt, first and foremost. I have no intention of taking a lady home without taking her out for dinner first."

Carrot Top was surprised, though she didn't show it in her expression. She'd misjudged him. His upper class attitude wasn't just an act, after all. He still held true to the values of his Canterlot upbringing.

But she had to get him alone, otherwise everything she'd planned would be ruined.

"That would be wonderful," she smiled, "If you're not doing anything tomorrow evening, we could go to Horte Cuisine's restaurant. How does that sound?"

Noteworthy answered in the affirmative, with as much panache as he could muster.

The party was over, so their conversation only lasted a short while afterwards. He didn't reveal any of the information that Carrot Top was looking for, but she wasn't concerned. She had him now.

Tomorrow night would be one he would never forget.

Chapter 4

Lyra trotted at a steady pace along the pathway that led from Ponyville to Sweet Apple Acres.

It was early morning: the sun had just risen from the horizon but had not yet taken its uppermost position in the sky. The air was pleasantly warm, with little to no wind.

Her wordless encounter with Berry Punch had put her on edge for the remainder of the party last night, though it had not swayed her from her mission. She had managed to confirm that Carrot Top was targeting Noteworthy, though the reason why was still unclear.

There was a chance she could find that out this morning.

Lyra was an observant sort and she had learned the daily habits of many of the residents of Ponyville. Noteworthy was an early riser and was keen on keeping himself fit – he earned his money through manual labour. He also had a bit of an ego and an eye for the ladies, so making sure he remained buff was a priority.

He always took the same route – first along the path to the Apple family's farm, then left at the crossroads to loop back to the east entrance to Ponyville.

And he always set off at the same time. Lyra had begun her run several minutes earlier than his normal routine and was trotting at a slower pace than normal to make sure he would catch up to her.

She was in good shape and, thanks to her training under the Canterlot guard, was capable of fending for herself if necessary. Running a few miles like this was no problem.

Soon she could hear a second set of hooves behind her – a quick look back revealed Noteworthy making his way along the path.

She maintained her pace and waited for the stallion to catch up to her. When he did so, he slowed down to stay alongside her and flashed a smile.

"Good morning," he said, his breathing steady, "Good to see another fitness fanatic out bright and early."

Lyra looked at him briefly, gave a polite hello, then focused her attention back on running. She waited a couple of seconds, then pretended to suddenly recognise him.
"Hey, weren't you at the party last night? I think I saw you at the bar," she said.

"Oh, I caught your attention, did I?" he said, smiling, "You should have come over to chat. I'm always willing to make time for a pretty mare such as yourself."

She raised an eyebrow: "Yes, I did see you. And you seemed to be getting on pretty well with that mare with the orange mane."

He blushed slightly. "Oh, you saw that? I'm… it's not like I'm in a relationship with her. We'd just met that night," then he chuckled, regaining his composure, "If you had approached me earlier, perhaps you would have been the lucky one."

"So, what're you saying? You're taken?" Lyra asked, leaping over a pothole in the path, "Because it'd be a shame if you took yourself off the market just because you have a date."

Noteworthy focused his attention on the route ahead, thinking. Two mares paying attention to him within the same 24 hours? That was unheard of. He normally had to do the chasing, and even then he tended to be unsuccessful.

"Well, I have no interest in two-timing anypony," he said, "And I'm afraid Golden Harvest asked first. I'm sorry."

"But if it doesn't work out?" she asked, not looking at him. She hoped her discomfort didn't show – she had no experience when it came to romantic matters.

Noteworthy increased his pace to keep up with her as she subconsciously increased her speed.

"That would be another matter entirely," he said, "We would both be two single adults, nothing to tie us down."

"So it all depends on tonight," she said, "Can't say I'm thrilled to be your back-up plan, but what the hay. What did you guys have planned, for tonight?"

"Horte Cuisine's restaurant, of course. Nothing but the, best, for a stallion like me," he said, his speech pattern now interrupted by the rhythm of his breathing.

Lyra let out a short laugh, stifled slightly by her exertions, and said: "You realise now, if you take me out, you'll have to, find something to top that?"

The pair of them were now running at a gallop but had not yet hit top speed.
"You do realise, you're running a little fast, to hold, a conversation?" asked Noteworthy.

Her eyes widened as she realised that, on some level, she had been trying to escape from their discussion.

She flashed him a grin, determined not to let her awkwardness show: "See the crossroads up ahead? Left to Ponyville. I get back first, you give me your address. You get back first, I give you mine. Go!"

With that, she rushed ahead and left Noteworthy eating her dust. He was surprised, but quickly recovered and soon the pair of them were racing neck-and-neck back towards the town.

****

Lyra closed her front door behind her, feeling much fresher after having taken a long, cold shower. The morning's run had done her good – it had been a while since she had given herself a proper workout.

She made her way through town towards Dr Whooves' house. He wasn't working at the surgery today and she wanted some company for her next job. Today was market day and Carrot Top would be selling her wares. Lyra wanted to keep an eye on her and she reckoned two ponies hanging around her stall would be less suspicious than one.

The race had been a close one but she had taken the prize. She now knew for certain where Noteworthy lived and where he was taking Carrot Top tonight.

She had briefly considered warning him that the mare had ulterior motives, but if she had done so it would probably have scuppered her mission. It was a far better idea to scout the restaurant so she could work out what she was up to. Lyra would be able to step in to defend Noteworthy if there was any chance of him being in danger.

He came across as quite the gentlecolt, although perhaps a little too proud of himself. If given a chance, he would probably turn out to be a nice guy.

But she wasn't interested. Once this job was done she would be leaving Ponyville, so there was no point in starting anything here.

Whooves' home was quite small, considering the importance of his job. He was lead doctor at the Ponyville surgery and was responsible for its day-to-day management, along with Nurse Redheart.

But then, he never had been interested in material comforts. This little cottage was all he needed. Lyra knocked on the door and he answered swiftly.

"I thought I'd be seeing you at some point today," he said warmly.

Lyra grinned widely, flashing her teeth: "I want to hear all about last night. How'd you get on with Twilight Sparkle?"

"I'll admit, it took me longer than it should have to realise you were trying to set us up," he said, "Come on inside."

"Do you mind if we talk on the way to market? My larder's just about empty and I want to make sure I get the best stuff. Unless, of course, the details of last night are too sordid to be aired in public?"

"Oh, not at all," he said, closing his front door, "Let's be on our way."

Lyra took to his side, stepping slightly too quickly for a walking pace due to her excited anticipation.

"So, go on," she said, "You two seemed to be getting on really well when I left you. What happened? Do you like her?"

"Twilight is… a very attractive pony. She's intelligent beyond her years, far more skilled than she gives herself credit for and has a kind of charming awkwardness about her. In all, she was good company and I greatly enjoyed our conversation."

Lyra slowed right down, her mouth curved down in disappointment. "There's a 'but' coming, isn't there?" she asked.

Whooves sighed. "I know you meant well, but it's just not going to happen. If the circumstances were different then perhaps I would be interested, but what with my work at the surgery and my other commitments… I'm afraid I just don't have time for a relationship."

"What circumstances? I mean, there's no reason why you shouldn't give it a go. Twilight's busy too but you're not at work all the time. Come on, doc," she nudged him in the side.

He wouldn't be swayed. He simply shook his head and apologised. Lyra frowned, upset, feeling she had let Twilight down somehow for even arranging their meeting.

"I hope you didn't lead her on," she said, "She's my friend and I don't want to see her getting hurt. If you didn't tell her last night that you're not interested, then you'll have to do it soon before she gets any ideas into her head. And let her down gently."

That last sentence had a warning edge to it. Whooves smiled, trying to alleviate the mood.

"You can rely on me. She'll be okay, don't you worry. When she grows a little more self-confidence, she'll have no end of admirers."

Lyra still wasn't happy but there wasn't much she could do about it. She sensed there was something more behind his reasons for not wanting to go out with Twilight, but he wasn't willing to reveal it and she wasn't going to press the matter.

Little did she know that part of the truth was there in plain sight, hidden in his cutiemark. The hourglass – he had always told everypony that it represented the old saying that time can heal all wounds, hence his chosen profession as a doctor. Its true meaning was far more complicated, and there was an added significance to the fact that the top half of the hourglass had almost drained completely dry of sand.

They arrived at the marketplace, which was busier than usual. Ponies milled around the various stalls selling all types of goods. Sugarcube Corner had a stall set up, with Mrs Cake offering out free samples to advertise its wares. Pinkie Pie had been trusted with the stall once, but never again – she had come back with an empty cart but had only sold half of the produce.

Other stalls included the one belonging to Bon Bon, a sweet store owner who was a casual acquaintance of Lyra's. The pair of them got on okay most of the time, but sometimes the white-coated mare had a bit of an attitude problem.

Carrot Top was set up alongside the Sweet Apple Acres stand, with her little sister Noi helping her for the first time. Unusually, the apple stand was being watched over by Big Mac and Applebloom. Applejack, the usual salespony, was nowhere in sight. Luckily, her younger sister was plenty loud enough to make up for her absence.

"Apples! Get yer apples here!" she cried, "We've got all kindsa apples! We got red ones, green ones, yellow ones, even a brown one – ah. Ew."

She picked up the rotting fruit by the stem and discreetly threw it away before launching back into her sales pitch.

"Fresh picked from the farm this morning, get 'em while they're juicy! Can't have a healthy diet without Sweet Apple's finest!"

Noi, a slightly younger filly with a yellow coat and an orange mane, stepped out into the street.

"Vegetables. Vegetables for sale." she said, slightly nervous at the prospect of shouting out in public.

Applebloom was just about the only pony who heard her, and she took pity on the little pony.

"No, no, no. Yer doing it wrong," she said, putting a hoof on Noi's shoulder, "Ya gotta shout so y'can get everypony's attention. Like this. APPLES! GET YER APPLES HERE!"

The younger filly winced and put her hooves over her ears. Applebloom tilted her head and looked at her, perplexed.

"You're never gonna sell anythin' if ya can't shout. Go on, just give it a go," she said.

Noi put on a look of determination and trotted over to the nearest pony, who just so happened to be Lyra. She looked up at the older pony and said: "Vegetables. Um, would you like to buy some vegetables? They're very tasty."

"Aww," Lyra said, smiling, "Of course I will, little cutie."

A beaming smile slowly spread across Noi's face as Lyra trotted over to the stall. "My first sale! Yay!" she cried, rearing up on her hind legs, "Sis was right, this is easy! Vegetables! Get your vegetables here! They're yummy, and nutritious, and they were grown by the best pony in the whole of Equestria, my sister!"

A number of the ponies within earshot made a variety of "d'aaw" sounds and headed over to Carrot Top's stall.

Applebloom looked on in astonishment as the tide of customers turned away from the Sweet Apple Acres booth, then put her 'game' face on: "So ah've got competition now, is that it? Well bring it on, ah'm ready!"

She dashed over to Dr Whooves, who was just behind Lyra, and shouted: "You, sir! You look like you could do with some more apples in your life! Come on over to our stall!"

"You again?" he said, having been a previous victim of her aggressive sales tactics, "Well, okay then. Anything for an easy life."

He began walking over to the apple stand but a newly-confident Noi rushed up in front of him, holding up her hoof. "Wait, mister. Are you sure you wouldn't like some vegetables instead?"

Whooves hesitated, then said: "Ah… well, why not? Lead the way, little one."

Applebloom's mouth gaped at the sheer cheek of it. She had helped the little filly become a better salespony and now she was stealing her customers? This would not stand!

She grabbed Whooves by the leg: "Hold it right there! Y'all were comin' on over to our stand first!"

He began to turn round, then Noi grabbed another leg: "He wants to buy vegetables, because he knows vegetables are the best. My sister grew them, after all."

Applebloom gasped: "Your sister? My sister is the best grower in all of Equestria! He wants to come to my stall!"

Lyra chuckled as her friend got pulled this way, then the other by the two overeager fillies. She left her place in the queue – besides, there was no chance of her being able to talk to Carrot Top with this many ponies around – and walked past him.

"Come on, let's go buy some apples," she said.

"Aaw," Noi moped for a moment, then ran back out into the street, "Vegetables! Vegetables here!"

****

Lyra walked back to the marketplace a couple of hours later, after the area had calmed down a bit.

She had bought enough apples to keep her going for a couple of days, then headed back home with Dr Whooves. They'd chilled out for a bit and spoken a bit more about Twilight Sparkle, though he'd made it clear he wasn't interested. Lyra wanted him to go and tell her so, but he was reluctant. At no point in their conversation last night had Twilight actually spoken about her attraction to him, which made him unwilling to raise the matter just so he could dash her hopes.

Applebloom and Noi were chatting together in front of the stalls. The apple stall had sold out and there were only a few vegetables left.

"Ah'm telling you, apples are better. There are so many varieties and y'can do so much with them. Y'can juice'em, make cider outta them, turn 'em inta pie…"

"But we've got lots of different vegetables here and they all have their own flavour," said Noi, "And there are many varieties of each vegetable too."

Applebloom looked skyward, annoyed the other filly wasn't seeing sense: "But you only sell one type of each vegetable, so how's that make any difference? Besides, a lotta our apples taste different from each other, and some are real special. Ya never heard of Zap Carrots, have ya?"

Noi giggled. "That'd be silly. Just imagine if you bent down to pick one and it wasn't ripe yet. You might get struck by lightning!"

"Oh yeah! And then your mane might turn rainbow coloured! Imagine that…" she trailed off, her eyes widening as she was struck by a 'eureka' moment.

Carrot Top chuckled to herself as she listened in on their conversation, then called over to Big Mac: "I must say, it was so much easier having the young ones along today. They drew such a crowd that the food practically sold itself."

"Eeeyup," replied the stoic red stallion, busily packing away his stall.

"I've never seen you running the stall before," she said, looking up as Lyra approached, "Applejack's normally in charge."

"Eeeyup," he said. Lyra paused at Carrot Top's stall, scrutinising the leftover produce.

The orange-maned mare continued her one-sided conversation: "What's the matter with her? Couldn't she make it today?"

"Nope," Big Mac replied, his stall now fully packed up and ready to be taken away.

Carrot Top frowned. "Do you ever say anything other than 'yes' or 'no'?"

"Only when 'eeeyup' and 'nope' won't suhffice," he replied, "Applejack ain't here acuz she spent alla yesterday recovering from her hangover. That meant we had to do all her chores, so today she's doing ours."

"Oh yes, I heard about that," interjected Lyra, "The party at Canterlot. I don't think she was the only one suffering the next morning."

"Come along, Applebloom," said Big Mac, hooking his harness up to the stall so he could wheel it away. The young pony waved goodbye to Noi, promising that they'd find time to settle the apples/vegetables debate later.

Lyra looked over the meagre offerings that were left on Carrot Top's stall. "Is this all you have left?" she asked, putting on her best 'disappointed' face.

"I'm afraid so," she replied, "Though I do have another crop coming in a couple of weeks time."

"A couple of weeks? Really? That's an awfully fast turnaround," said Lyra, "How will you manage that? It looked like your garden had been picked clean this afternoon."

"Trade secret," she said with a wink, "But rest assured it's all natural and all grown by yours truly."

The green mint-coated pony regarded her with a suspicious eye and said: "Are you sure? Seems to me you'd have use magic to get your vegetables to grow so fast."

"Not a bad guess," she admitted, "But no – I have a small section of land in the Everfree Forest where I can grow a lot more than my garden allows for."

Lyra pretended to be surprised, though it was no great shock to her – Carrot Top had been employed by Celestia to keep watch over the forest, to ensure the creatures within stayed under control. It stood to reason she would have taken advantage of her position.

"But wouldn't the animals there eat them all?" she asked, "You couldn't tend to the crops all the time and it's dangerous out there, too."

"I have some help in that regard. You know that zebra who occasionally comes to town? When Ponyville opened up trading links with her, I noticed the opportunity to expand my business operations and struck up a deal. She uses her skills to keep my crops safe in exchange for a share of the profits."

So she's working in partnership with Zecora, thought Lyra. That's something to follow up on later – perhaps that zebra's also involved in whatever it is she's planning.

She bought a selection of vegetables and set off home to check them out. The thought had suddenly struck her that they could have been altered in some way, either through poison or magic. She intended to analyse them to ensure the residents of Ponyville were in no immediate danger.

Meanwhile, Carrot Top began to pack away her things. Noi hopped over to see if she could help.

"It's alright, I have it covered," her big sister replied, then pulled her close for a hug, "Thanks ever so much for your help today. You did a great job."

"Yay! I did, didn't I?" she cried, "I'm a vegetable seller now, just like you."

The older pony smiled happily, carefully stacking the remaining vegetables to one side as she dismantled the upper part of her stall.

The filly looked around furtively, hopped in close and whispered: "Are you still going on that date tonight? With that bad pony?"

The smile froze on Carrot Top's face. This was a part of her life she didn't want her sister involved in but felt she had to keep her informed about, even if she was twisting the truth when she did so.

"That's right, Noi," she said, her voice low, "But don't worry. I'll be safe."

"I hope so," the filly replied, "I don't want anypony messing with my big sister."

"Now don't you worry. I'm going to fine. I'll stop that bad pony and Equestria will be safe," said Carrot Top, feeling a pang of guilt, "Everything will be alright."

****

Horte Cuisine's restaurant was busy tonight, which suited Lyra's purposes perfectly. She took a table tucked away in a corner of the room, partially obscured by a plant but offering a good view of the entire restaurant. From here, she would be able to spy on Carrot Top and Noteworthy's date.

The vegetables that she bought earlier had been totally clean – there were no signs of any contamination. Whatever Carrot Top's plan was, it obviously centred on Noteworthy in some way.

A waiter walked up to her table – it was the proprietor himself. He was in his usual attire of a collar and bowtie, with his dark blue mane slicked back with gel and his eyebrow permanently arched in a show of assumed sophistication.

"A menu, madame?" he asked, handing one over as Lyra nodded, "And will you be having anything to drink tonight?"

"Just a glass of water please," she said, half-heartedly scanning through the fare on offer.

"A glass of water. Of course." It was difficult to tell whether he was speaking with contempt or if that was just his natural tone of voice.

The unicorn spy set down the menu and looked out across the restaurant. She had arrived early and her targets hadn't arrived yet. That was fine, she could wait. She'd taken some reading material with her to pass the time.

But the minutes rolled on by without any sign of the ponies she was looking for. In the time that passed, she ordered soup, waited for it to almost go cold, drank it at such a slow pace that it was cold by the time she had finished, then stayed reading at her table until Horte Cuisine began showing signs of impatience.

"Will there be anything else, madame?" he asked, "Or would you like the bill?"

Lyra opened up her saddlebag and paid him for the soup, then asked to see the dessert menu.

She was worried. She should probably have lurked around Carrot Top's house beforehand but she had worried that would have been too conspicuous. It was getting late now and it seemed more and more likely that Noteworthy and his date would not be coming here tonight.

Horte Cuisine passed her the dessert menu and she looked through it. There was a selection of mouth-watering treats but she had no appetite for them. What if Carrot Top had invited him inside first? Why exactly had she been so interested in him?

Her thoughts were interrupted as another pony took a spot opposite her on her table.

"Hello, Lyra."

The mint-green unicorn gasped at the sound of her true name. Everypony in Ponyville only knew her by her assumed name of Heartstrings.

She put down her menu to see Berry Punch, who had a confident smile and a look in her eyes that betrayed her dark intentions.

"You thought your identity was safe, didn't you? Don't answer – I can see it in your face," she said, "I've been keeping tabs on you for days. I know everything about you."

Lyra recovered from her surprise quickly. She wasn't one to be intimidated so easily. She narrowed her eyes and leaned forward: "Berry Punch. What do you want? What are you doing here?"

The purple earth pony laughed. "Well, dinner for one thing. This is a restaurant, after all. I saw you over here all on your lonesome and thought you could do with some company. So, let's talk."

"There's obviously something you want to say, so why don't you just get to it?" she said carefully, determined not to give anything anyway.

"Ooh, I like a pony who knows what she wants. Straight down to business, no small talk or anything" said Berry, licking her lips, "I can be direct too."

She put her front legs on the table and pulled her face close to Lyra, her voice lowered to a harsh whisper: "I know what you're doing here. I know what your mission is. And I'm telling you now, I'm giving you only one warning – back off."

She allowed some time for her words to sink in then settled back into her original position, aware of the fact that Horte Cuisine was walking over.

"Miss Punch! Always a pleasure to see you," he said, "I was unaware that you two were friends."

"Hey, nice to see you," said Berry, her expression suddenly lightening, "Yeah, we were catching up on the latest gossip. I've just let Heartstrings here in on a particularly juicy secret."

Horte Cuisine allowed himself a grin, aware of the shenanigans Berry usually got up to. "Nothing too scandalous, I hope?"

"You know a lady never tells," she said, holding a hoof to her chest. She spotted the wry look in his eye and took on an expression of mock indignity. "I saw that. I hope you're not implying that I'm not ladylike."

"The thought never crossed my mind, I assure you," he said, "Would you like anything to order?"

"Oh, I think I'll go for the ice cream sundae with a splash of brandy," she said with a wink, "I'm feeling naughty today."

The waiter smiled, gave Lyra a look that said 'good luck', then took her menu and walked away.

Berry Punch's expression darkened again as the two new-found enemies stared each other down across the table.

"If you think you can frighten me, you're mistaken," said Lyra, "I've never backed down for anypony, least of all a drunken lush like yourself. I don't care what you know."

"So we're trading insults already? You wound me, Lyra, really, you do," she said with a smile. Then her eyes narrowed again and she spoke with a growl: "You don't really think you'll win, do you? Ha. Princess Celestia's best against the forces of Nightmare Moon. There's only one way this is going to turn out. We always win in the end."

The young unicorn struggled to prevent herself from revealing her emotions. Her last major mission before coming to Ponyville had set her against Nightmare Moon and her memories of it still affected her.

"You don't frighten me," she repeated, keeping her voice calm, "You say you're watching me? Well, now you've got my attention. You'll regret that."

She left the table and marched out of the restaurant, keeping her pace steady so as not to betray any sign of weakness.

Berry Punch watched her leave. Her warning had gone unheeded – she had expected that would be the case.

Despite herself, she had to admit that Lyra had hidden her identity well. She would never have suspected her true intentions without the information she had gathered from an inside source.

She was pretty good-looking as well, Berry thought. Why did the cute ones always have to pick the wrong side?

****

Noi was still awake. It had been dark for hours now but no matter how hard she tried to clear her thoughts, she couldn't help but worry about her sister.

The way she had described it, this Noteworthy character sounded really dangerous. A super-intelligent inventor who cared only about himself – he might even be too much for her to handle.

She spent a few more minutes staring at the ceiling, then decided it was no use. She had to do something, play a game, read a book – anything to keep her mind occupied.

Noi hopped out of bed, her hooves causing the wooden floorboards to creak. The house was eerily quiet whenever she was alone at night, which was thankfully rare. She was big enough to take care of herself now – well, at least for a few hours – but the silence still creeped her out.

The light switch was too high for her to reach without stretching up on her hind legs and she lacked the energy. Instead, she made her way through the dark and into the upstairs hallway, where she met with a shock.

There was a light on downstairs.

Her sister always made sure to turn the lights off to make sure they didn't waste energy. 'Always leave a room as you found it' was one of her mottos.

Nervous now, Noi slowly took the steps down, eyes focused on the source of the light – the kitchen. As she neared the end of the stairs, she poked her head round the banister and saw a pony – still, unmoving – with her face down on the table. A pony with an orange mane and a yellow coat. Carrot Top!

Noi gasped with shock and rushed over to her sister's prone body…

And Carrot Top raised her head, slightly bleary eyed, a wine glass still in her hoof and a half-empty bottle next to her on the table.

"Oh. Noi. What are you doing up?" she asked, her voice holding a tone of tired indifference.

"Me? What happened with you? Did you see the bad pony?"

A guttural growl rose from her throat and she stood up straight, albeit a little tipsily. "Noteworthy," she said, her voice rising in pitch as she continued talking, "Noteworthy! He stood me up! Me! Can you believe it?"

Noi gasped: "He stood you up? How dare he?! How could he… um, wait. What does that mean?"

"He never turned up! I was here, dressed up to the nines, and he had the gall, he had the nerve, to not show up. So I waited, and waited, then I got bored and decided to have a little something to drink. Time passed, he still wasn't here and I'd finished the first bottle so I cracked open another and, well, here you find me."

She began pacing the kitchen, anxiously flicking her mane. "How could he do this to me? I'm an attractive mare, aren't I? He couldn't possibly have found a better offer, could he? Oh Noi, I'm simply in bits!"

The filly tapped her chin thoughtfully for a moment, then said: "Maybe he knew you were after him."

Carrot Top stopped dead in her tracks. "No," she shook her head, trying to laugh off the idea, "No, not possible. I've given him no reason to suspect anything."

"But you said it yourself, you're a pretty pony. The only reason he wouldn't show up is if he knew you were out to get him."

Her older sister paused to think. Perhaps there was something in what she was saying. Given his background, he had to have some degree of intelligence. But if he did suspect the truth, it was likely that he would do anything to stop her mission.

Which meant that Noi could be in danger. If it came to that, Carrot Top might be left with no other choice than to abandon her cause – and she couldn't do that. She couldn't fail her leader.

No, she would have to rethink her strategy. Her prerogative now was to find out if Noteworthy suspected her and, if so, neutralise him as swiftly as possible. She would have to keep him under surveillance, but how…

Wait! His home was close to Twilight Sparkle's library. Carrot Top had business to carry out there as well. She would have a clear view of his house through one of Twilight's windows.

If all went well tomorrow, she would be able to kill two birds with one stone.

Chapter 5

Princess Celestia stood on the palace balcony, closing her eyes in concentration as she summoned the sunrise to signal another new day.

The spell she used was incredibly complex and only possible for a being as powerful as her. There were only two other creatures on the planet that were capable of it – one was encased in a stone prison and the other was her sister.

It was a common misconception that she actually moved the Sun itself to bring the dawn. Although she had the ability to direct and manipulate the life-giving energies of the massive star, its mass was far too much to physically shift though magic. Besides, if she performed such an act then the other planets in the solar system would be catastrophically shunted out of orbit.

No, what she was actually doing was maintaining her planet's orbit and ensuring it kept spinning on its axis. For this, she used a spell that lasted for a full 24 hours – once cast, the day's natural cycle would take care of itself until the time came for a "top-up".

The spell was fuelled by Celestia's innate power – as long as she remained healthy, then it would remain in operation.

There had been times during her reign when she had been unable to maintain it. Almost all of these times fell within the early centuries of her life, but the most recent period had been a matter of days ago.

Discord. The princess looked out on her garden and the statues within it. In the most prominent position, near the entrance to the palace maze, stood the god of chaos, his terrified face frozen in stone – hopefully forever, this time. A being as powerful as him could not be trusted to be allowed to roam free and Celestia was incapable of killing him. To do so would go against her moral code.

It was highly likely that she wasn't strong enough to carry out the deed anyway. Discord had ruled the planet for many hundreds of years before she and Luna came into being, and it was only through their combined power that they managed to take him down.

She was afraid of what would happen if she engaged him in straight combat again. Many of the peaks and valleys just outside Appleloosa had been created during their only battle, the land forever brutalised by the vast outbursts of energy they unleashed.

He was defeated through his own overconfidence – their fight had taken a lot out of him but it had affected her more. Hours into their struggle, with Celestia on her knees and Luna seemingly knocked out, Discord had stood tall and proud, declaring his victory to the heavens…

At which point the two sisters hit him with one final attack, putting every last ounce of their strength into a petrification spell. It hit him so hard and fast that he didn't even have time to react – he was instantly turned into stone.

And that was when the real trouble began.

Celestia jumped as somepony playfully tapped her flank – it was Luna, who was trying and failing to prevent an amused smirk from forming on her face.

"Daydreaming, sister?" she asked, "Honestly, one would have thought you would have grown tired of seeing the sunrise after the first few hundred thousand times."

Luna, her sister – she was still not quite used to the more informal modern way of speaking. Much as she controlled the planet's orbit, Luna was responsible for maintaining the cycles of the moon. During her exile, Celestia had to take on both duties, which had been a severe drain on her powers. Only her happiness at being reunited with her sister outweighed the relief of having somepony to share her workload with.

"It's good to see you back. How did your visit to the zebra kingdom go?" she asked. After the chaos caused by Discord's return, Luna had gone on a diplomatic mission to explain what had happened and reassure their neighbours that everything had been returned to normal. She had kept Celestia informed of her progress every step of the way up until now.

"Perfectly well, as expected. The zebras have a keen sense of history and had come to the conclusion that the draconequus was the one responsible for the disorder," said Luna, "They are certainly more forgiving than the griffins. Argumentative ruffians, even after all these years – though it is reassuring to see that some things never change."

"Very true," said Celestia, smiling, "And what about you? Did you enjoy yourself?"

The dark-coated alicorn made a disapproving noise and held her head high. "Did I enjoy myself? Sister, what a question to ask. It was one's responsibility to represent Equestria, a most noble duty that had to be carried out with all due diligence and respect," then she broke into a happy grin, "And I loved every second of it, Tia. The chance to be out in public again, to redeem oneself in the eyes of the world – oh, I'm beginning to feel like myself again."

Celestia smiled again. Luna had already reconnected with the citizens of Ponyville at their Nightmare Night celebration and now she was retaking her role as a world statespony.

She cast a quick look back at the statue of Discord before coming in from the palace balcony.

The two sisters were the only living beings who fully remembered the days of his rule – the details had mostly been lost to the sands of time. After all, history books are written by the victors.

The reality of it was more complicated. Back when they took control away from the draconequus, there were plenty of citizens who saw them as villains.

Discord's madcap behaviour during his recent escape was not representative of how he had behaved as ruler. The world had been in chaos when he ruled, but it had been an organised chaos. He had reshaped it as he saw fit and everything was connected. Each little piece of insanity linked to the other to provide one cohesive whole.

And the world as it was now was disturbingly similar to the one he ruled over.

It was he who created the changing of the seasons by adjusting the planet's axis, simply because he had grown bored of having similar weather day in, day out. It was he who had created the diversification present in ponyfolk and the other races. With the ponies in particular, he had caused them to evolve so they came in all manner of colours, while introducing little mutations that led to the birth of unicorns and pegasuses.

He created bright and bizarre varieties of plants that could have strange effects on other forms of life – Poison Joke was one of the few examples of Discord's creations that still survived today, mostly because it was near impossible to kill off.

His subjects were miserable – all life was victim to his whims. That was why the ponyfolk gave life to Celestia and Luna.

A unicorn's magical ability grows throughout its lifetime and, with the right training, it can become a veritable powerhouse by the end of its life. But by then its body has grown too fragile to use it effectively.

Celestia and Luna were mortal once. They had shown a great aptitude for magic and, if nature had been left to take its course, could have died as the most powerful unicorns who ever lived.

But their elders had other plans. Neither of the two alicorns could remember the names or the faces of those responsible now, but the memories of that great and terrible experiment would never fade.

They had just reached maturity when they agreed to take part in the plot to overthrow Discord. The greatest, oldest unicorn mages of their day gathered to cast a spell that tapped into powers that were never meant to be unleashed, that opened the darkest sides of themselves.

The mages infused the two young unicorns with more magic than they could have developed in a hundred lifetimes. Their blood boiled with energy, their bones twisted and snapped as their bodies transformed and the very air around them crackled with a mystical aura that had never been seen before or since.

The mages' bodies were unable to take the physical strain caused by their spell, but they did not die that day. Instead, they transferred their soul into six stones that later came to be known as the Elements of Harmony. These stones were incorporated into Celestia's armour so the mages could lend her their strength.

The two alicorns defeated Discord, as planned, but with it came an outcome that nobody had expected.

He had presided over a grand folly of an ecosystem, all intertwined and developed to match his twisted sense of fun. But it depended on his innate power to keep it running.

With Discord gone, the natural order he had created stopped operating – and there was nothing to replace it. He had altered and damaged the planet to the point where it could not survive without him.

The world stopped turning, all weather systems broke down and life began to wither and die. Equestria was left on the side of the planet facing away from the Sun and was plunged into an eternal winter's night. Creatures on the planet's near side faced an eternity of summer, with no cloud cover to protect them.

Ponyfolk became the target of attacks by other species, who blamed them for Discord's legacy. Many called for him to be reinstated as their leader – tyranny was better than the prospect of death.

The two alicorns were unwilling to release him, fearing that he would seek retribution on their kind and they would be unable to stop him.

In the end, they had to reach a compromise. They had the power to start the world spinning again and bring back the natural day and night cycle, but maintaining the weather systems at the same time was too much. The ponyfolk took on that responsibility. Today, ponies only looked after Equestria but for the longest time they had been the caretakers for the entire planet.

Many ponies accepted their new roles with grace – they saw it as a price they were willing to pay for the end of Discord's rule. A few became great innovators of their time, coming up with methods of weather control that were still in use today.

A few centuries into the sisters' reign, one particular pony gained favour with Luna – a brown-coated, white-maned doctor called Pertwee, who had an hourglass cutiemark.

He was a skilled and authoritative diplomat, though he could sometimes be arrogant and critical of the two alicorns. His many inventions helped greatly in allowing ponykind to progress.

But some of the ponies grew resentful of their new roles and deemed Celestia and Luna as tyrants, forgetting that their ancestors had suffered far greater indignities under Discord's rule. Their anger led to tragedy.

****

The dark-coated princess of the Moon walked alongside her sister as they headed through the palace corridors and into their inner chamber. Once inside, hidden from the eyes of the palace guards, Luna broke into a hop, bouncing all the way to her bedside cabinet.

Using her magic, she raised a brush and started combing through the ethereal mist that was her mane. It didn't actually do anything to alter her look – she just liked the sensation of it.

Meanwhile, Celestia climbed up onto her bed and rested her head between her hooves. She closed her eyes for a few moments and allowed herself to drift – the alicorns did not sleep so much as rest.

She was roused suddenly by a sharp gust of breath on her ear. Luna was the culprit, grinning as she watched her sister open her eyes.

"You are tired already? The dawn has barely broken. We still have business in the council chamber," she said, referring to the morning meetings that were held to keep the sisters briefed on activity within their realm.

"I'm sure you can take care of it. We need to increase your presence as a leader and I don't believe you've ever chaired a meeting by yourself yet, have you?"

Luna blinked, then said: "By myself? Are you trying to get out of something? Let me guess, there is going to be a long and boring presentation today, is there not?"

"No, no," she said, "It's just that I've had responsibility for the Sun and the Moon for the past two days and I need to rest a while."

"Rest? Hmph. I would say you were feeling your age if it was not for the fact we are ageless. Are you feeling alright? It is not like you to be so… lazy," Luna said the last word with a grin.

"The council chamber awaits," retorted Celestia, "You wouldn't want to keep them waiting – they have so many exciting things to tell you."

Her sister regarded her warily, unsure whether she was teasing her or if today's meeting really was going to be a drag, then turned to go.

She stopped just short of leaving the room and came back for a final word: "Sister, I… on the night of the Canterlot party, I had a long chat with your student, Twilight Sparkle."

Celestia waited patiently for her sister to make her point.

"I can understand why you chose her as your protégé. She is most intelligent and very sociable despite her lack of social graces – she will likely make a fine member of government when she grows up," said Luna, "But I saw no indication of her magic ability being as powerful and unstable as you claimed it to be. Even if this were the case, she seems to have a sensible head on her shoulders and not one given to emotional outbursts. What I'm trying to say, Tia, is… she does not seem dangerous."

The white alicorn did not respond at first. Her sister was quite right, of course – Twilight had calmed down in recent years. When they had first met, the young unicorn had been over-anxious and eager to please, most likely due to her bad experiences in magic kindergarten.

As time had gone on, she had proven herself to be academically adept but had secluded herself from other ponies, which had concerned Celestia greatly. That situation now appeared to have been remedied.

But there was one fact that still played on her mind – when Twilight had lost control of her power while trying to hatch that dragon egg, she had subconsciously cast spells that should have only been possible for somepony who had trained in magic for decades.

That was why Celestia had taken her under her wing and tried to steer her development so carefully – Twilight's potential ability was a significant step above any unicorn who had ever lived and she was only going to get more powerful. On some level, the alicorn was afraid of her.

"With the combined power of her friends, she has taken down both Nightmare Moon and Discord," she said, "Of course you're correct that she poses no danger to us, but that's only because she was brought up right. It's all too easy to imagine what could have happened if she had been born into a broken home or mistreated as a filly. It also raises the question of whether there are others like her."

"I suppose you have a point," said Luna reluctantly, "But just keep in mind that she's more than just your student. She's more than her ability in magic. She's a young pony who still has much to learn – and she doesn't seem to realise that part of growing up is being allowed to make mistakes so you can learn from them."

Her point made, Luna left the room to attend council.

Celestia owed a lot to Twilight. If not for her, freeing Luna from the corruption of Nightmare Moon may not have been possible.

She was still not sure how her sister had been transformed in the way she was, but was convinced it had something to do with how they were created – those unicorn mages had tapped into dark energies to bring about their rebirth.

The trigger for Luna's transformation had come after an attempt by a rebellious group of ponyfolk to dethrone the two princesses. They had tried to create their own champion, much in the way the sisters had been created to depose Discord.

A group of high-level unicorns had instilled their power into an earth pony – the result was a being called Krastos.

He had remained an earth pony but his natural abilities had been enhanced greatly. He had become strong enough to physically injure the two alicorns, while being impervious to damage himself.

Even worse, the unicorns had chosen unwisely. Krastos had given the impression of being a noble pony whose intentions were solely altruistic but, once he had attained power, his cruel nature became apparent.

Several guards were needlessly killed in his assault on the palace. Celestia had been away on business in another country at the time, so Luna faced the beast alone.

Their battle was brutal and the tide turned in Krastos' favour early on. Luna had launched a number of attack spells but they did little to phase him. By the time she realised that a new tactic was needed, he was already upon her. Unwilling to flee, she took him on in physical combat – a mistake.

By the time Celestia had heard of the attack, her sister had been overpowered. As fast as she was, she would not have reached the palace in time to save her had it not been for another pony who stepped in to rescue the princess.

Pertwee threw himself at Krastos, causing the earth pony to overbalance and fall down the steps of the throne room. The doctor was about to give chase when Luna called out for him to stop – he would not stand a chance against such a foe.

He took one look at the wounded princess, who was barely able to stand, and spoke a warning, one he had repeated many times throughout their friendship: "Remember – power corrupts. Absolute power corrupts absolutely."

With that he stormed down the steps, ignoring Luna's cries, and took on Krastos himself. It had been a delaying tactic to give Celestia time to get there – it played out more like a sacrifice. Krastos just about broke him in two.

By the time Celestia arrived, the palace was in ruins. She did not engage Krastos in direct combat – by now she had become skilled in the use of the Elements of Harmony. Like Discord before him, Krastos was frozen in stone.

The clean-up operation took days, even with the princesses involved. Pertwee's body was never found, though Celestia was convinced this had just been a move on the guards' part to spare Luna's feelings. With the destruction that had been caused, there may not have been much of him left to bury.

Luna withdrew into herself for a while after that, at times behaving with hostility towards the ponyfolk she had been created to protect. Pertwee's death hit her hard. Celestia once caught her attempting to destroy Krastos' statue, to no avail. Even when turned to stone, his body was invincible.

Several years passed and Luna's outlook on life grew bitter. Her happy-go-lucky demeanour darkened and her smile faded – the anger and hatred of the rebel faction had taken its toll.

This continued until the fateful day that everything changed. Luna came to her sister and told her of a grand idea she had had, a scheme that had come to her in a dream.

She believed she had found a way to restore the natural order that had existed during Discord's reign without the need for ponykind to maintain it; she believed she could make it so it was self-sustaining once more.

To test her theory, she chose a non-inhabited area to carry out an experimental spell – the Everfree Forest. She called upon a power deep inside herself and set her project in motion.

To Celestia's surprise and delight, it was a great success. All weather systems in and around the forest began to operate autonomously and the creatures that had previously depended on the care and conservation skills of ponykind became able to exist independently.

A castle was built in the centre of the forest at Luna's request, so she could monitor the situation and ascertain whether her spell could be spread across the planet without ill effects.

And then she cut off all contact with Celestia.

The princess' fears grew as she began to hear stories of dangerous creatures being born in the forest. The troubles escalated as ponyfolk living near the forest began to fall sick, with the infected becoming aggressive towards anyone who had not been touched by the illness.

All of Celestia's investigations came to nothing until the day Luna finally re-emerged from the forest – her power had grown exponentially and she had adopted the mantle of Nightmare Moon.

Her attack was as unexpected as it was brutal. Unwilling to harm her sister, Celestia was severely wounded and was barely able to escape with her life. Nightmare Moon took over Canterlot and eternal night descended upon the planet.

The Elements of Harmony had been damaged during the fight and had become dormant, but Celestia was about to find help from some unexpected allies.

The other nations who had demanded reparations from ponykind after the fall of Discord stepped forward to unite against their common foe. Alone, they could not stop Nightmare Moon, but together their spirits temporarily reignited the Elements and gave them the power they needed.

Yet it was still not enough to free Luna from the grips of madness. In later years, Celestia came to realise that although the Elements could be wielded by anyone who was pure of heart, their power depended on the bond between their users.

She was emotionally incapable of inflicting the same fate upon her sister as had befallen past enemies of the state – of course, everypony knows of the compromise she reached.

The battle with Nightmare Moon slowly led to improved relations between the various nations and, after long negotiations, ponykind was finally freed from its contract with the rest of the world.

Many years after Discord's deposition, lasting peace finally came to Equestria. But this was not the end of Luna's story.

Almost a thousand years after her banishment, Nightmare Moon began to regain control of the Everfree Forest, which had long been a no-go area for ponyfolk. The creatures within became restless, more aggressive. Celestia had known for centuries that her sister had been building up the power she needed to break free from her confinement.

The Elements of Harmony were needed once more, yet they had lain dormant throughout her banishment. They needed to be reactivated.

Celestia had already pegged Twilight Sparkle as the one who would use the Elements against Nightmare Moon, but the mission to re-energise them was too dangerous for her to be involved in.

An alternative six ponies were selected to undertake this task. Their mission was difficult and strenuous, and it took two years for them all to fully recover from its final result.

Lyra was among their number. For years she had kept watch over Twilight Sparkle, under the orders of Celestia. Now the princess called on her to set in motion the events that would save the world from the threat of Nightmare Moon once and for all.
During her mission, the young unicorn spy revealed an incredible capacity for self-sacrifice. The things she was willing to do almost suggested that she felt her own life was unimportant.

But the mission was a success. With the Elements reactivated, Nightmare Moon's hold over Luna weakened, softening her up for the final showdown with Twilight and her friends.

Luna was herself once more and Celestia finally had her sister back where she belonged, ready to rule by her side.

But history has a habit of repeating itself and past sins can come back to haunt you. Equestria was far from safe.

Chapter 6

Ponyville's library was a mess – books were strewn across the floor, left to lie where Twilight had dropped them as she searched for the one she was after.

She had woken up early that morning, shaken out of sleep by another nightmare. It was the second one she had experienced since Discord's defeat and had been more frightening and vivid than the first.

In her dream, Celestia had been gravely disappointed with her. Twilight could not remember what transgression she had committed to earn the princess's wrath, but the punishment she received was still clear in her mind.

Celestia said something about making an example of her and then it started: Twilight felt the slow prickling of her skin as it began to solidify into stone, the effects of the spell creeping up her legs towards her head. She had screamed for the princess to stop but was shown no mercy.

The young unicorn became just another statue in Celestia's garden, a warning to others not to fail her.

Twilight knew what was causing these nightmares. Discord's words when they first met had deeply unsettled her – his admonishment to Celestia: "At least I don't turn ponies into stone!"

She had been having infrequent nightmares since her unfortunate encounter with a cockatrice in the Everfree Forest. Being turned into stone was a terrifying and painful experience. The thought that her compassionate mentor was willing to put another living being through that had caused her dreams to take a change for the worse.

But she knew her fears were groundless, a simple after effect of her battle with god of chaos, and she was determined to overcome them.

After waking at four in the morning and failing to get back to sleep, she had thrown herself into studying to find a solution to her problem.

This had proven tougher than she hoped: she found spells designed to send ponies to sleep but nothing to prevent nightmares; there were potions that could help to soothe her nerves but they wouldn't work on her subconscious mind; and there were even spells that could erase memories, but they were too dangerous to self-administer.

In the end she discovered a book that gave the cure for petrification, and this was the one she reading when her dragon assistant Spike finally woke up and came downstairs.

"Whoa," he said, taken aback by the mess, "Twilight, how long have you been up?"

"Oh, just an hour or so," she said dismissively, before realising the light of the morning had overtaken the artificial light in her room. "Wait, what's the time?"

"It's ten o'clock. I'm surprised you didn't wake me up. Didn't you say you had stuff to do today?"

Twilight gasped and jumped to her feet, panic overtaking her tiredness. "My checklist!" she cried, dashing over to her desk.

Spike wound up the window blinds as she rummaged through her drawers, then he took a peek at the book she had left open on the floor.

"The Fantastic Guide to Curing Ailments and Status Effects," he read the cover title aloud, then looked at the page she had been studying, "A soft potion? What's that?"

"It's a preventative measure. It protects you from being turned into stone for a full 24 hours," she replied, frantically pulling out scrolls in an attempt to find her timetable for the day. "The first thing I found was a spell that'll change anypony that's been turned into stone back into a pony again, but then I realised that wouldn't do me any good because if I was turned into stone then I wouldn't be able to cast any spells, would I?"

Spike looked at his friend, slightly concerned. "Why are you looking that up? You're not planning on going anywhere dangerous, are you?"

Twilight let out a grunt of frustration and brought her hoof down on her desk. "I can't find today's schedule! What's the point of having all these checklists if I can't find the one I'm looking for? I need a better way of organising things. I need..." she stopped as an idea hit her, then gasped with delight. "I need a checklist of checklists!"

Spike's eyes widened – he recognised that tone of voice. Whenever Twilight got that excited, it usually meant he had a busy day ahead of him.

"Now wait a minute," he said hastily, "I'm sure you don't need to go to all that effort. Your filing system's fine the way it is – if you just calm down for a second I'm sure you'll remember where you put that scroll."

The purple unicorn didn't hear him. She was already pulling out a fresh piece of parchment and a quill, happily humming to herself as she started jotting down ideas for her new master checklist.

Her dragon assistant sighed and walked over to her, then picked up an unopened scroll that had been left lying on her desktop.

"This is today's schedule. You must have left it out ready last night."

"Oh, that's great! Well done Spike!" she said, still writing away, "Can you read it out to me?"

"Do I have to? There's a lot on here."

His reluctance earned him a glare from Twilight, so he relented. "Okay, let's see. First port of call is to order more scrolls, then you're supposed to be ordering some cupcakes from Sugar Cube Corner for the picnic on Tuesday, ah… then you're meeting up with Fluttershy and Rarity at the spa and there's something here about seeing a doctor…"

Twilight stopped writing suddenly, her face flushing at the thought of Dr Whooves. She quickly took the scroll from Spike's hands and rolled it up. "Right," she said, grinning awkwardly, "I've clearly got too much to do today to start planning out my new master list. Come on, let's get going."

"Are you sure you want to head out straight away?" asked Spike, "You're looking a bit tired."

Twilight frowned at him, but then took a look at her reflection in the window. He was right – her mane was dishevelled and bags were starting to form under her eyes. She was in sore need of an uninterrupted night's sleep.

Before she could respond, there was a knock at her front door. It opened wide as Carrot Top let herself in. The yellow-coated pony had a pair of saddlebags on her back and the pocket on one side appeared to have something heavy inside it.

"Oh, Golden Harvest. Good morning." Twilight said, quickly brushing a hoof through her mane.

"Good morning," she replied, looking uncertainly at the mess of books scattered across the floor and the bleary-eyed expression on the unicorn's face, "Been pulling an all-nighter, have we?"

"Sorry. I mean… yes. Spike, would you…"

"I'm on it," he said resignedly, already walking away to clear up the result of last night's studying.

"I'm so glad I caught you," said Carrot Top, watching the young dragon move out of range before turning her attention back to Twilight, "I have something that I needed to take care of."

She turned her head away, opened up the saddlebag on her back with her mouth and pulled out the contents. Twilight gasped with recognition as she realised what it was.

"Ah ha! The History of Gardening, Volume 1!" she cried, using her magic to take the book out of Carrot Top's mouth, "I hope you found it useful."

"More interesting than useful, I'd say, but a good read nonetheless. I was wondering if you had the next volume, actually."

"I'm sure it's here somewhere," she said, then smiled apologetically as she looked back at the half-bare shelves that Spike was refilling, "You may have to do some digging, though."

"That's okay, I've got plenty of time. Would you…"

The library door suddenly swung open as a pony pushed her way inside. It was Lyra - she was panting a little and had obviously just been running. She twitched her head this way and that as she quickly took in the scene, and allowed herself a small sigh of relief when she realised all was well.

Carrot Top gave her a suspicious look that perhaps went on a moment too long, then walked over to find her book.

Twilight trotted up to her friend. "Are you okay? You look a bit flustered," she said.

Lyra waved her hoof dismissively, then took a moment to catch her breath. "I'm fine. Morning jog."

"Well, okay then. Ooh, hey!" She suddenly perked up as a thought struck her. "I wanted to talk to you. I haven't heard from Dr Whooves since I spoke to him at the party the other night. Has he said anything about me? Did he like me?"

She smiled eagerly and leaned forward, forcing Lyra to take a step back. The mint-green coated unicorn grimaced slightly, unsure of how to break the bad news. "Yeah, he… he did talk about you," she said.

"YES!" Twilight cried, punching the air with her hoof and earning a surprised glance from Spike and Carrot Top. "What did he say? Does he want to see me again?" she asked, so full of nervous excitement that she was bouncing slightly.

"I… I don't know what to say, really," she said, not looking her friend in the eye, "He said you were good company but he…"

"But? Oh no. No no. Buts are never good," said Twilight, the grin dropping off her face.

"He wasn't really convinced that… I mean, he's not looking for a relationship right now. He liked you – he did say you were attractive, but I don't know. You should probably speak to him."

"Hmph." Twilight kicked at the floor, staring down at her hooves. "Well, that's… that's not what I was hoping for. But it wasn't a definite no, was it? Maybe there's still a chance."

Lyra thought for a moment, then nodded. "Sure. It's still worth a shot. I'm convinced you'd make a good match if you could get him to give you a chance. You'll just have to seduce him."

The young student blushed and turned her face away. Out of the corner of her eye, she noticed Spike had stopped stacking shelves so he could eavesdrop in a rather unsubtle manner. Upon realising he had been spotted, he quickly got back to work.

The awkward silence was broken as the library door opened again, this time letting in Berry Punch. The purple earth pony made eye contact with Lyra and gave a small, thin-lipped smirk.

"Wow, another visitor. I don't think I've ever seen this place so busy," said Twilight, forgetting her embarrassment, "How can I help you?"

"Oh, I just came here to browse," said Berry, "I'm looking for a good, trashy novel. Nothing too chick-lit – I want something with a bit of action, a little danger."

"You're welcome to have a look round. You'll have to forgive the mess," she said.

"No problem," Berry said, then strolled over to the fiction section and started flicking through the books on offer.

Twilight turned back to Lyra, who had a faintly concerned look on her face. "How about you, Heartstrings? Anything here take your fancy?"

"I think I'll have a browse through your selection," she said slowly, "After all, I've got nothing else to do today."

"That's great. You'll have to excuse me, though – Spike and I will be heading out in a few minutes. Tell you what, I'll rustle up some milk and cookies for you guys and then I'll leave you here to keep watch on the library for an hour or two. Sound okay?"

Lyra nodded and Twilight trotted off merrily towards the kitchen. The three remaining ponies looked at each other momentarily, the silence hanging heavy in the room, before they busied themselves finding something to read.

****

Carrot Top flicked through the pages of The History of Gardening, Volume 2 leisurely, being sure to always keep an eye on the window. She was sitting at Twilight's desk and had a perfect view of Noteworthy's house.

She had knocked on his front door before coming to the library but there had been no reply. She called out for him, but no response. There had been no sign of life.

It was possible that he was just a heavy sleeper, but that didn't answer the question of why he had blown off their date last night. Perhaps he had simply decided he wasn't interested, though Carrot Top was unconvinced. Surely nopony in their right mind would turn down the chance to get with her, unless they had undergone a sudden epiphany regarding their sexuality.

That idea gave her pause for thought, but she quickly dismissed it. No, he seemed pretty keen at the party. Something was up.

She had to face the possibility that he had discovered her true intentions. He could have fled town, although she had asked around and nopony she knew had seen him since yesterday morning.

As a precaution, she had warned her contacts in Canterlot to keep an eye out for him. If he had left Ponyville, this was undoubtedly the place he would go to.

For today, she would play things cool but if the night came and there was still no sight of him then she was considering taking things a step further. A spot of breaking and entering could be on the cards – and if he was still holed up inside, he would face her own particular brand of interrogation.

Of course, there was always the chance that one of her colleagues had stepped in and taken care of him already.

She turned slightly to look at the other two ponies in here with her, keeping an eye on Noteworthy's house as she did so.

For the past half hour, Berry Punch had been making her way through the library's fiction section. She would check the plot description on the backs of books and sometimes read a page or two before discarding them, occasionally placing one into what appeared to be a "maybe" pile.

The purple pony had already devoured most of the cookies that Twilight had provided, though her glass of milk had been left untouched.

Lyra had her face buried in a book about myths and legends and was sitting in a kind of squatting position, her back resting against a bookshelf. Carrot Top thought it looked very uncomfortable.

The unicorn kept shooting annoyed glances at Berry, who was now humming to herself happily. The earth pony caught her looking and gave a toothy smile.

"Good book?" she asked, an almost taunting quality in her voice.

"Yes," came the terse response, "Having fun rearranging Twilight's bookshelves?"

"Aw, come on. I'm a very discerning reader. I'm not going to choose anything that isn't worth my time."

Lyra tutted and went back to her book, but not before noticing that Carrot Top was watching her.

The yellow-coated pony quickly turned her attention back to her own reading material. There had been no activity at Noteworthy's house yet, so her stakeout continued. Slightly bored, she flicked through the chapters until she found something that interested her. She read on, keeping the book raised so she could watch out for her target.

She had just come across a segment about the pony who had cooked up a permanent cure for the effects of Poison Joke, a stallion with an hourglass for a cutiemark who went by the name of Baker, when Berry Punch spoke again.

"You guys are so quiet. I know this is a library but geez, it's so antisocial. Come on, let's get to know each other better." She nudged Lyra with her hoof. "Why don't you go first? Tell us all about yourself."

Carrot Top turned to look at the mint-green unicorn, who had an irritated frown on her face.

"I'm trying to read," Lyra said defensively.

"So boring," said Berry, "You can talk and read at the same time. We're mares, not stallions – we can multi-task. Let's chat. Tell me your secrets."

The harassed unicorn tried her best to ignore her tormentor. Berry Punch refused to let up, however, and started tapping her hoof against Lyra's side, chanting: "Poke. Poke. Poke," as she did so.

"I'll go first," said Carrot Top, not wanting the situation to come to blows, "I'm Golden Harvest – you'll know me from the vegetable stall I run. Now, I know you, Heartstrings, because you're a customer of mine. I don't think I've ever seen you at the market though, Miss Punch."

Berry grinned. "I prefer fruit myself. Grapes, in particular – especially in liquid form."

"Drunkard," growled Lyra, now well and truly fed up with the purple pony.

"Please, let's not call each other names," said Carrot Top, "Heartstrings dear, tell us about yourself. I don't think you ever told me what it is you do for a living."

The unicorn sighed and put her book down. "I just do odd jobs around the town. If anypony needs a helping hoof and has the bits to spare, I'm willing."

"Doesn't sound like you've got a steady income there," said Berry.

"I get by. It's not like I lead a particularly extravagant lifestyle."

"But still, it must be pretty tough being self-employed. You must have another source of income. Why don't you just come out and tell us what it is?" she said, "Why don't you tell us who you're working for? 'Fess up."

Lyra stayed very still, staring straight ahead as she struggled to keep her composure. Carrot Top felt a flutter of nervousness, worried that Berry Punch was about to push her just that little bit too far.

Her fears were realised when Berry walked right up to Lyra with a dangerous look in her eyes.

"There's no point in keeping quiet, honey," she whispered, "Because if you don't speak up, I will. I'm going to make sure everypony in Ponyville knows everything about you."

Lyra leapt to her hooves, keeping her legs wide and her body low, and slowly advanced on Berry Punch, who was backing away at the same pace but had a defiant smile on her face.

"You truly think you're better than me, don't you?" she snarled, "You think you're better than me, when all you are is a drink-addled, self-serving waste of time whose only contribution to this town is getting everypony wasted on cheap alcohol!"

Carrot Top hopped off her chair, her surveillance mission forgotten for the moment. A fight was the last thing she wanted – she didn't know what Berry was playing at.

"So, Miss Punch," she said, unsure of whether she should position herself between the two ponies, "You sell alcohol, don't you? That's, that's very interesting. Why don't you tell us about that?"

"Oh, I do more than sell wine," she replied, holding Lyra's gaze, "I own the brewery."

"You own a brewery?" Carrot Top gasped in surprise.

Lyra was not the least bit perturbed by this information. "Of course she does. Didn't you know?" she asked, "Because I know more about you than you realise, Punch. I've done my research."

The purple earth pony's smile faltered as Lyra continued her tirade.

"Berry Punch. Originally from Canterlot, with a rich family, made some bad life choices and ended up in Ponyville. Now spends her time living it up, most of it in a drink-induced haze, acting as an off-site manager for the brewery her father helped pay for. No other qualifications to speak of – she's nothing more than a professional alcoholic and an unfit mother…"

"YOU! YOU TAKE THAT BACK!" shouted Berry, suddenly enraged. The pair of them squared up against each other, their heads so close that their muzzles were touching.

"Got your attention now, haven't I?" said Lyra, "If you really thought I was going to take a threat from the likes of you without doing something about it, you had another think coming."

Carrot Top grimaced and backed away from the pair of them. It seemed there was no avoiding it now, a fight was imminent.

But in the heat of the moment, nopony had noticed a fourth pony entering the room a couple of minutes ago.

"What's going on here? Why are you two fighting?" the pony cried.

Twilight Sparkle had returned from her chores and was standing in the entrance to her library. Her surprise at the scene that greeted her had rendered her speechless for a short while.

Lyra was the first to simmer down. She backed away from Berry, her anger fading into slight embarrassment.

"Fighting? No, we were just… ah." The words faltered on her lips as Twilight frowned in disappointment. Spike entered the library, a fully ticked-off checklist in his hand.

"Did we just interrupt something?" he asked, sensing the atmosphere.

"Heartstrings and Berry Punch were just leaving," Twilight said firmly.

The two ponies looked at each other, a frisson of anger passing between them, before they quietly walked out of the library and went their separate ways. The remaining trio watched them leave.

"Sheesh, what was that all about? They looked steamed," said Spike.

"I have no idea, I can assure you," Carrot Top said truthfully, shaking her head. She genuinely didn't know the true reason why the two ponies had been tormenting each other.

But as soon as she had taken care of Noteworthy, she intended to find out.

Chapter 7

Lyra chanced a look behind her as she walked away from the library. Berry Punch was still heading off in the opposite direction, her anger causing her to take short, powerful strides.

The unicorn spy had already known her enemy hailed from Canterlot. It had been a simple effort to find out more about her – last night she went to see Berry's friend Horte Cuisine and indulged in a little casual conversation.

The earth pony was proving to be a major thorn in her side. This morning wouldn't be the end of it – the blatant way she had been provoking Lyra had succeeded in causing her to lose her cool. Carrot Top would be suspicious of her now, and that was only the best-case scenario. It was likely that Berry had told her about Lyra's mission.

She would need to lie low for a while and rethink her tactics. She had been on the job for a couple of days now but had come no closer to proving whether Carrot Top was up to anything or not.

There were three leads that she could investigate. The first was Noteworthy, who Carrot Top seemed to have a strong interest in. It appeared she had come to the library to hold a stake out on his house. That suggested their planned date hadn't happened after all, so maybe it was time for Lyra to make a move.

The second was Zecora. Carrot Top had revealed that the two of them were in business together, using part of the Everfree Forest to grow her vegetable crops. There was a possibility the zebra knew something about her true intentions.

The third and most urgent lead was Berry Punch herself. She had already said she knew what Lyra's mission was and that she was working for Celestia. She had also let slip that she was working for Nightmare Moon.

Lyra shuddered at the thought of her last encounter with the dark princess of the night. She had been part of the team that was sent to reactivate the Elements of Harmony. Their mission took place a couple of years before Nightmare Moon finally became strong enough to break free from the spell trapping her on the moon.

Her power had grown to the point where it was able to manifest itself in Equestria – the creatures in the Everfree Forest became increasingly dangerous and aggressive, and some of the residents of Ponyville were starting to act out of character. It was as if she was able to take control of them.

Once the elements had been reactivated, Nightmare Moon was no longer able to reach out from her prison. The effects of her dark magic faded from Equestria.

As far as everypony knew, she had been destroyed or banished when Princess Luna was purged of her influence. Berry's words suggested this was not the case.

Lyra had already written to Celestia to warn her about this new threat but hadn't received any response yet.

She reached her home but didn't go inside – instead, she just made sure the doors and windows were locked and headed towards Whooves' house. After her altercation with Berry in the library, she wasn't willing to take any chances. She was sure the earth pony would be planning to make a move against her. Staying with Whooves would make her harder to find and give her some back-up if she was attacked.

Her mission would have to wait for now, she decided. It was too difficult to get any work done with Berry watching her every move.

She needed to take her down but it would be better to do it without the need for a fight. She would wait until tonight.

****

The wooden stairs squeaked as Noi sleepily walked down into the kitchen, distracting Carrot Top from her preparations. The elder sister turned to face her, her expression showing her disapproval.

"Noi, I told you to go to bed. It's very late," she said wearily.

"But I can't sleep. I'm scared. I don't know what's going to happen to you," replied the filly.

Carrot Top sighed. After those two ruffians had left the library, the day had passed without any further incident. There had been no sign of Noteworthy throughout her entire stake out – the most that had happened was somepony going to his house and knocking on the door, then walking away when there was no answer.

Still, it hadn't been a total loss. She had taken the chance to get to know Twilight Sparkle a little better – she was pleasant company, if a little nerdy. It turned out the young student was friends with that Heartstrings character, though she couldn't shed any light on why she and Berry Punch were at each others' throats.

Still, that was something to work on later. Right now, Carrot Top was getting ready to break into Noteworthy's home to find out why he had done a disappearing act.

She raised her head from the cupboard and placed a glass cutter into her saddlebag – this was the first tool she would be using to break in, so it was the last thing she needed to pack. She was ready.

"I've told you already, Noi. I suspect Noteworthy has already fled town, so I'm not going to be in any danger. Even if he does show his face, I am more than capable of knocking him down a peg or two."

She pressed her hoof against the filly's cheek in a show of affection. "You just get yourself to bed and I'll be here in the morning, regaling you with tales of my heroism over breakfast."

Noi wasn't convinced. She didn't look her sister in the eye as she spoke. "I don't know… it feels different this time. I was never scared when you went spying in the Everfree Forest all those times, because you were making sure you were hidden then. You never had to fight anything. You haven't even told me why you're after him."

There it was again, that pang of guilt. Carrot Top had found this work much easier when Noi was younger, and staying with their parents. The filly had moved in with her when she got a place at Ponyville Primary School – an unusual choice for a Canterlot resident, despite the fact the standard of education there was second to none.

Carrot Top hadn't complained, as she had believed her days as a spy were over. If anypony had told her just a few months ago that she would end up embroiled in a plot to overthrow Princess Celestia, she would have laughed at them.

The true reason she was after Noteworthy was because of his royal connections.

"It's complicated, Noi, and I won't know all the answers myself until I've investigated properly," she said, "Now please, try to get some sleep."

The filly still wasn't satisfied and refused to let her go. Despite Carrot Top's best efforts, she couldn't allay her sister's fears. It was the fact she was breaking and entering another pony's home that was the biggest sticking point. Noi had grown up looking at her big sister as a hero, yet here she was doing something she knew was illegal. Even if Noteworthy was a bad pony, as she said, it still felt wrong.

Carrot Top was just beginning to lose her patience when there was an urgent knocking at the door.

She shared a confused look with Noi – who would be calling at this late hour? – and walked over to answer it. The sight that greeted her when she opened the door provoked a sharp intake of breath.

There he stood, framed by the dark of the night sky, a humourless frown furrowing his features.

"Noteworthy?" There was a slight stammer in her voice, caused by the shock of his sudden appearance and the ferocious look on his face. "Where have you been? I've been looking for you."

"I am well aware of that fact," he said, pushing his way into her house and forcing her to step back. The door closed shut behind him.

"Wait, now look here! You can't just barge into a lady's home! It's most ungentlecoltly!" she cried, flustered.

In response, he raised one of his front hooves, which was covered by what looked like a metal boot. She quickly realised what the hoofwear was when a set of fingers unfurled from it – it was the artificial hands he had mentioned when he had been talking to that Canterlot musician at the party.

"Just in case you were thinking of trying anything, you should know this device is capable of crushing rock with just one squeeze." He clenched the fingers into a fist, his eyes never leaving hers. "I know your true intentions, so I made sure to bring a little insurance, as it were. I was disappointed when I learned you weren't truly interested in dating me, but believe me, I'm over you now."

Carrot Top backed away slowly from him, her body tensed and ready to strike out if he made a move against her.

Noi, who had been shocked into silence by Noteworthy's arrival, regained her voice.

"It's you! You're that bad pony!" she cried, unsure whether she should rush to her sister's side or find somewhere to hide.

He snorted dismissively. "I'm afraid not, young one. Your sister is the only villain in this room."

Carrot Top narrowed her eyes, her voice lowered to an angry hiss. "You have no right to speak about me like that. How dare you besmirch my name?"

"Enough of this. Just come out with the truth," he said, rearing up on his hind legs, "I know everything. I know you're working with Berry Punch!"

****

About an hour before this heated exchange, the rivalry between Berry Punch and Lyra had finally come to a head.

The time was a little past midnight and the unicorn spy was lurking in a shadowy alleyway not far from her target's house. The light in Berry's upstairs bedroom had gone out about 75 minutes ago and there had been no sign of movement since then.

Lyra was fully equipped for action. She was dressed from head to hoof in black lycra – and unlike someponies, she had made sure to tuck herself in fully. No sense in using camouflage if her white and green tail was left out on show.

Her outfit had a couple of useful pockets on the back. One held her trusty lockpick, the other had a handkerchief doused in magically-altered chloroform – it could knock ponies out far quicker and was much safer than the usual stuff.

She didn't expect this to be easy. After their shouting match in the library, she believed Berry would take some form of precaution to protect herself.

The streets of Ponyville were empty and most of the town's residents were asleep. Moving swiftly but silently, Lyra crossed the road to Berry's house and paused by a window. It was dark inside, nothing stirring. Like most ponies' homes, the interior was mostly open plan. There were a few items of furniture next to a fireplace in the corner of the main downstairs room, which had a few doors along the far wall. A set of wooden stairs in the middle of the room led up to a large balcony area, which had doors to the bathroom and Berry's bedroom. Underneath the balcony was a kitchen area with cupboards and cooking equipment, next to which was the back door – Lyra's way in.

She sneaked round and pulled her lockpick out of her pocket, using her magic to twist it in the keyhole until she got the result she wanted.

Carefully and quietly, she opened the unlocked door and checked to see if the coast was clear. There was no sign of any obvious traps or security measures. As a last precaution, she used her magic to apply a little light pressure against all visible surfaces, making a sweep of the room. Nothing.

Closing the door gently behind her, she slowly made her way to the foot of the stairs while staying on high alert, listening and looking for any sign of danger.

She climbed, staying light on her feet and wary of any squeaky steps. She made her way past the railing on the left as she reached the balcony. There was a modest mini-bar and wine cabinet on the far wall, with beanbag chairs scattered over a dark red rug.

Lyra crept to the door to what she knew was Berry Punch's bedroom. Her pulse quickening, she gripped the handle with her magic and opened it in a slow arc.

To the right were cupboards and a side table, which had a small number of framed photographs of Berry and her daughter. In the centre lay a large bed – a pony-sized lump was under the covers.

Lyra took in the scene and, with a jolt, realised something was off. This was a double bed but there were no pillows on its left hand side.

She swiftly pulled her head back from the doorway and saw her enemy making her way out from behind the mini-bar.

Their eyes met and Berry bared her teeth. "You dare come here? Break into my house?" she cried, then charged.

Lyra reared up but Berry was too quick – she slammed the unicorn against the wall with a heavy thud. Lyra retaliated with a headbutt, forcing her to lose her grip, then pushed her into the centre of the room.

The two ponies stared at each other through the gloom, both on their hind legs in a combat stance, waiting for somepony to make a move. As Lyra regarded her opponent, the beginnings of a smile curved her lips – Berry appeared to be slightly unsteady on her feet.

The unicorn tried a light jab, which Berry dodged before launching a failed counter strike. Her movements were swift and fluid, difficult to predict. She was the first to get a couple of glancing hits in on Lyra's body.

Lyra quickly realised Berry hadn't been drinking at all – her irregular movement was actually part of her fighting style. Lyra was forced back by the ferocity of her opponent's attacks, sweat forming on her brow. Another blow hit. She winced, now fully on the defensive. Her side ached.

Her forelegs stung, trembling with every block. Still, she focused, waiting for an opening.

Seeing her moment, she hopped back as Berry swung again. The blow missed and Lyra took full advantage, smashing her hoof forward and catching the purple pony just underneath her left eye.

Berry whirled round and was forced to place her forelegs on the floor to catch her balance. She saw Lyra's hoof coming but was too late to stop it – she cried out as it caught her under her chin, with another blow to her face knocking her sprawling across the rug.

Panting heavily, the flesh under her eye beginning to get puffy, she looked up as Lyra advanced on her to finish the job.

A flash of rage shot through her and she was on her hooves, letting out a scream as she charged at Lyra and grabbed her around the stomach, lifting her off the floor as they surged forward.

The unicorn panicked. The stairs were right behind her. Adrenalin taking over, she pushed out with her hind legs and knocked Berry away from her.

Too late.

Pain crackled through her back as she slammed against the top of the banisters. She fell.

Wildly reaching out with her foreleg, she caught the rail but still felt herself toppling sideways towards the hard edges of the wooden steps.

Her other foreleg found purchase and she swung her lower body forward as momentum took over.

Her front legs wrapped around the banister, Lyra slid down the stairway, her butt bouncing off every step.

She lost her grip and tumbled once she reached the bottom, rolling on her side as she hit the floor. She lay there a moment to catch her breath, then her eyes went wide.

She forced herself to dodge out of the way as Berry Punch leapt at her from halfway down the stairs. The unicorn pulled herself to her hooves and scowled as she came face to face with her opponent once more.

Time to end this, she thought to herself. Without once taking her eyes off Berry, she used her magic to open one of the pockets on her back and pulled out her chloroform-soaked handkerchief.

The purple pony's expression crinkled with confusion and she backed away slightly. Pressing her advantage, Lyra sent the handkerchief flying towards Berry's face.

The earth pony raised her hoof instinctively, catching it before it could reach its target. Panic sparked in her eyes as she realised that she probably didn't want that thing going anywhere near her, and she slammed her hoof down firmly and kept it there, preventing Lyra from making a second attempt at smothering her.

But this left her vulnerable – she couldn't fight and hold down the handkerchief at the same time. Berry grimaced, a bead of sweat forming on her brow as Lyra closed the distance between them.

The unicorn raised her front hooves, ready to strike the finishing blow. Before she could do so, Berry suddenly made a desperate dive away from her, towards the fireplace on the back wall. She performed a forward roll, grabbing the poker lying next to the coal scuttle as she did so. Lyra gritted her teeth and used her magic to raise up her handkerchief.

Berry swung wildly at the square of material as it dipped and weaved through the air, evading her attacks but never getting close enough to hit its target.

Then she got lucky, thrusting the poker forward and catching it dead centre. She smiled and lifted her weapon upwards, intending to skewer the handkerchief safely against the floor.

Lyra sneered. With a simple flicker of magic from her horn, she pulled the handkerchief free and sent it flying at Berry's face.

The earth pony jumped away from the attack, grabbing the cloth and frantically wrestling with it as she rolled on the floor. With one last effort, she hit it with her hoof and pressed it against the wall.

If she had been vulnerable before, now she was a sitting duck. Her struggle had left her lying on her back, unable to move without leaving herself open to a good chloroforming. All she could do was watch as Lyra, upside down from her perspective, advanced on her.

"Alright," said the green mint-coated unicorn, walking alongside the wall, "We can do this the easy way or the hard way."

Berry frowned angrily, her stomach rising and falling as she panted heavily. "You leave me no choice," she said, then closed her eyes and shouted: "PINCHY!"

Lyra jumped as the door nearest her suddenly burst open – a quick glance revealed that it was the broom closet, but nothing could have prepared her for what was inside.

It was a pink-coated filly with a bucket on her head, holding a large mop with her two front legs and brandishing it like a sword.

"Hold it right there, evildoer! You're under arrest!" cried the little filly.

Lyra gaped in astonishment, then realised too late that Berry was rushing at her.

A double-hoofed kick smashed against Lyra's head, knocking her off her hooves. The force of the attack blurred her vision and before she had a chance to recover, Berry was upon her.

Lyra let out a muffled scream as the handkerchief was pressed hard against her nose and mouth. She struggled to get free but she could already feel herself fading into unconsciousness.

"Ha!" Berry said triumphantly, a vicious grin on her face, "You see, Lyra? I told you I'd win. You know why? Because unlike you, I've got somepony who'd do anything for me. Unlike you, I've got somepony who cares."

But the unicorn spy could no longer hear her.

Chapter 8

Her eyes took some time to adjust to the gloom. She was still groggy from her enforced sleep and her head ached.

Lyra tried to move but found herself prevented from doing so. She closed her eyes, which helped to control the nausea she felt. It took a moment for her thoughts to get themselves in order.

She had been placed in a sitting position, her back against the wall and her forelegs tied to a water pipe behind her. The rope was also looped around her stomach and was too tight to allow any movement.

She was still dressed in her black lycra outfit, her tail squashed underneath her.

The room was poorly lit but instantly recognisable as a cellar. Barrels of alcohol were lined up against the wall. There were also a number of bottle racks, but they were empty. Berry Punch had obviously cleared away anything that could be easily lifted by magic, to ensure the unicorn spy didn't have any weapons available.

The only light came from the opposite end of the room, where a set of wooden steps led up into the main house. The pink unicorn filly from before was standing diligently beside them, apparently left there to guard her.

The filly's name was Ruby Pinch – Lyra had discovered that much during her brief research on Berry. The youngster had been the one thing she hadn't accounted for. She had assumed she would be asleep in bed or sent somewhere safe, rather than kept hidden for a last-ditch surprise attack.

The fact Ruby Pinch was being used as a guard meant Berry had told her what she was up to, though it was likely she had lied about her true intentions. The poor little thing had no idea what her mother truly was.

The filly noticed Lyra had woken up and adopted what was supposed to be a hardened, authoritarian expression. It made her look unbearably cute.

"So, the prisoner is awake," she said, marching over to Lyra in short little steps, "Your reign of terror is over. Resistance is futile. We have ways of making you talk. And, um…"

She paused, holding her hoof to her mouth. She had run out of stock catchphrases to use.

Lyra realised if she used her magic to try to untie herself, Ruby would see the aura around her horn and fetch Berry immediately.

"Where's your mother?" she asked, aiming to find out what the relationship between them was like. If there was any chance of getting the filly on her side, no matter how slim, she had to take it.

"Oh, she's upstairs fixing her face from where you beat her up. You big bully. How could you hurt my mummy?"

"Self defence. She's the one who attacked me first."

"Lies! Slander and lies!" cried Ruby, "You broke into our house. That makes you the bad guy."

Lyra didn't have an answer for that straight away. Without the proper context, the filly was correct from an objective point of view.

Ruby tilted her head, looking at Lyra with a bemused expression. "You… you did realise you're the bad guy, didn't you? I didn't just break the news to you, did I?" she said. She frowned sadly when she didn't get a response, and sat down on the cellar floor.

"Um, it's alright," said Lyra, sensing that Ruby had let her guard down, "What did your mother say about me anyway?"

"Well," she said, looking up and away in concentration as she tried to remember, "She said you worked for an evil princess and we had to stop you before you took over the world. She said you were a spy and your real name was Lyra but everyone thought you were called Heartstrings. Oh, and she got drunk one night and mentioned something about you having a great plot. I asked her what that meant and she said 'plot' was another word for 'evil plans'. I'm not sure she's right about that though, because this one time I was in class and I said Diamond Tiara had a great plot and Miss Cheerilee got annoyed with me."

Lyra couldn't stop herself from smiling just a little bit.

"Ruby Pinch, I'm afraid your mother hasn't been entirely truthful with you," she said softly.

"What? You're saying she lied to me? That's impossible," Ruby said defiantly.

"I'm sorry you have to hear this, but it's the truth. I am a spy but I'm working for Princess Celestia. Your mother found this out and started threatening me. That's why I came after her."

Ruby stood back up, shaking her head. "No. Nuh-uh. You're lying to me."

"Just wait a minute and think back. Is there any part of your mum's story that doesn't make sense? Anything she said that confused you?"

"Enough!" Ruby stomped her hoof on the floor, her voice rising to a squeak. "I'm not going to stand here and let you say these things about my mummy! Do you want to know what I do to ponies who say horrible things about her? Do you?"

The filly glared at Lyra, her teeth bared. Lyra just stared back. Ruby's confidence faltered, she took a step back, then she ran all the way to the other side of the cellar.

"Muuum!" she called up the stairs, "Lyra's being mean to me!"

Lyra grimaced and swiftly got to work with her magic, trying to untie herself. The rope was incredibly tight and it didn't help that she couldn't see what she was doing. She tugged at the knots with her telekinesis but they wouldn't give.

There was the sound of some activity, then a few moments later Berry Punch emerged at the top of the stairs and walked down into the cellar. She took one look at Lyra, then turned to her daughter.

"Ruby Pinch, what did I say about talking to strangers?" There was a warning edge to her voice.

Ruby stood bolt upright and recited a well-worn mantra. "Don't talk to strangers, don't talk to strange ponies, and don't talk to strangers who are also strange ponies."

"That's right." Berry ruffled her mane and turned her attention to Lyra. "So, you're awake," she said, walking towards her with Ruby by her side, "Thanks for providing that pad of chloroform. It made knocking you out so much easier."

"I can't believe you willingly got your daughter involved in all of this," said Lyra, "Mind you, I wouldn't expect anything less of you. Corrupting the innocent."

"Corrupting the innocent?" Berry appeared to be offended for a moment, then reflected on her past experiences. "Well, I guess I have been known to do that from time to time, but I'd never hurt my little Pinchy." She nuzzled against the little filly.

Lyra was too busy checking her surroundings to respond. There didn't appear to be any way out of this. There were no loose items anywhere that she could use as a magically-propelled projectile and she wouldn't risk doing that right now anyway, not when there was a risk of hurting a filly. All she could do was wait and see what Berry wanted with her.

"So, here you are. All tied up and at my mercy," Berry said with a wink. "You know what I want from you, so spill it. Give me some answers."

"Answers about what?"

"For starters, I want you to tell me everything you know about Nightmare Moon."

Lyra snorted with disdain. "All I know is that she's a bitch and so are you."

"Hey, watch your language!" cried Berry, before realising what Lyra had said. "Wait, what?"

The unicorn simply stared back at her, defiant. Berry frowned, then smirked and shrugged.

"No matter. I've completed my orders – all that's left for me to do is deliver you to the princess." She smiled. "And you'd better watch your mouth. Celestia won't go so easy on you."

It took a short while for her words to fully sink in. When they did, Lyra froze rigid, her eyes suddenly wide open. She was totally thunderstruck. There was nothing in Berry's demeanour to suggest she was lying, but she had to be. This had to be some sort of trick.

The alternative, that she was telling the truth and really was working for Celestia, didn't make the slightest bit of sense.

Ruby Pinch noticed Lyra's glazed expression and tilted her head inquisitively, before waving her hoof in front of her face. No response. Perturbed, she turned to face Berry.

"Mum, I think you broke her."

****

Carrot Top stared at the intruder in her home, poised and ready to attack if the stallion made a single move against her. Her sister Noi was with her, trying to show solidarity while simultaneously hiding behind her.

"Enough of this. Just come out with the truth," Noteworthy said, rearing up on his hind legs, "I know everything. I know you're working with Berry Punch!"

She remained in her crouched position. "Berry Punch? I barely know the mare!"

"I know you're lying," he said, shaking his head, "You've been plotting to have me taken care of so she can carry out her plans in peace. Don't try to deny it."

"What plans? The only pony I know who's planning anything is you! I know your secret, and I know what you're planning against Princess Celestia!"

Noteworthy opened his mouth to say something, stopped, then lowered his metal-clad hooves on the floor. His orange-maned opponent watched him, wondering if she should strike.

"What are you talking about?" he said, his voice betraying his bewilderment.

"Don't play dumb with me! I know all about your connections to the royal family!"

He scratched his face with one of the fingers on his metal glove, wondering what she was getting at.

Carrot Top relaxed her pose a little, starting to sense that something was off. "You're a cousin of Prince Blueblood," she said, quieter than before.

"Yes. Yes I am. What of it?" he asked.

Noi poked her head out from behind her sister, her nose scrunched up in confusion. Carrot Top was standing upright now, her adrenalin replaced with uncertainty.

"You're working in league with him," she said, "Helping him with his plan to usurp Princess Celestia."

Noteworthy's jaw dropped and a silence hung in the air. Then his mouth curved up into a grin and he burst out laughing.

Carrot Top's face flushed with a mix of embarrassment and anger. "Stop that! I know it's the truth! I heard it from the highest authority!"

It took some effort but he managed to regain his composure. "Blueblood. Right. That's a good one," he said, still chuckling, "And just where did you get that little gem from?"

"Princess Celestia, of course," she said, holding her head high in an attempt to regain some dignity.

He cleared his throat, his expression becoming serious again. "Oh, this is getting tiresome. You've had your fun. Now, tell me about Berry Punch."

She sighed, an aggravated frown settling on her features. "Noi, be a darling and fetch the scroll detailing my assignment. It's behind the secret panel in the cupboard under the sink."

The filly shot a nervous look at Noteworthy before scampering off. She came back at a slower pace and, with a nod from her sister, dropped the roll of paper at his hooves. He took one look and gasped.

"But this, this has the royal seal! How did you get…"

His voice trailed off and he opened up the scroll, taking in its contents at a glance. Having read it, he stared up at Carrot Top, completely dumbfounded.

"Okay, what's going on here?" she asked, "Judging by the look on your face, this is the first you've heard of any of this."

"I… I… yes," he said, "I mean, Blueblood – he's a great guy, but he couldn't pull off a coup even if it offered itself to him. There's been a mistake made somewhere, a big mistake."

"You said something about Berry Punch?"

"Yes. I work for Princess Celestia – in the same capacity as yourself, going by this scroll – and she told me Berry was planning to turn Twilight Sparkle's friends against her and break up the Elements of Harmony."

Carrot Top held her hoof to her mouth as a thought struck her. "You know, I saw Miss Punch recently. She was having a full-on shouting match with Heartstrings. Come to think of it, Heartstrings has been in the background everywhere I've been lately. I've only just realised that now."

"She spoke to me the night after the Ponyville party, actually. She asked about you."

"Oh my," said Carrot Top, finally accepting the truth, "Celestia's been playing a little game with us, I fear."

Noteworthy shook his head. "She does have a sense of humour, but I doubt she'd joke about something as important as homeland security. No, this was a test. Think about it – it's unlikely she'd need more than four spies in a place such as Ponyville. Perhaps this was her way of getting us to find out about each other."

Noi wandered between the pair of them, looking first at Noteworthy, then at her sister.
"So, does this mean he's not a bad pony?" she asked.

"It would appear not," said Carrot Top, then she gasped and held her hoof to her mouth. "Oh my goodness. We really should tell the others. They were on the verge of fighting this afternoon – it'd be terrible if something happened between them."

"You're right. They'll surely be asleep at this time of night, but there's nothing to stop us posting a note through their door. The sooner they find out, the better."

Carrot Top nodded and headed upstairs to fetch some paper and a quill. Noi looked up at Noteworthy, still suspicious of him. He gave a nervous smile, not entirely sure how to speak to children. There was an awkward moment of silence that soon started to feel a little uncomfortable.

"Um, so…" he said, searching for a topic of conversation, "Does your sister have a special somepony?"

****

"Hey. Hey you," said Berry Punch, tapping a dumbstruck Lyra on the forehead with her hoof.

The green mint-coated unicorn shook her head, suddenly regaining her wits. She looked at Berry, running their previous encounters over in her head. The earth pony had gone out of her way to be as irritating as possible, trying to goad her into confessing her true mission.

They had first spoken to each other in Horte Cuisine's restaurant, where Berry had mocked her, claiming that the forces of Princess Celestia and Nightmare Moon would soon be fighting each other and there could only be one winner.

But now Lyra thought about it, Berry hadn't openly said which side she was on.

"Will you stop staring at me?" said the purple pony, "I know I'm a good-looking mare but you're starting to weird me out."

"Did you just say you work for Princess Celestia?" asked Lyra, still trying to piece things together in her mind.

"Um, yeah. Duh," she replied slowly, eyebrow raised, "That's why we were fighting just now. Seriously, what's wrong with you?"

"Berry," Lyra said earnestly, "I work for Princess Celestia."

Berry raised a foreleg in uncertainty, watching her captive's face. Lyra stared back at her, hoping to convince her she was telling the truth.

"Oh, don't be stupid. I know you work for her – sorry, used to work for her. That's why she sent me after you. You'd gone rogue, turned to the dark side. Part of a cult that hoped to bring about the return of Nightmare Moon."

"And Celestia told me that Carrot Top – I mean, Golden Harvest – had gone rogue. Every time we've met up, I'd been following her. The party, the restaurant and the library. And she's been paying a lot of attention to Noteworthy… hey. Have you noticed him hanging around you recently? Just like, in the background when you've been going about your business?"

"No, I haven't," said Berry wearily, not believing a word, "I spoke to him once at the party and I haven't seen him since. Drop the act. You broke into my house and tried to chloroform me. If you really think…"

"If I hadn't done that, you'd have come after me. I don't… I have no idea what's going on."

Ruby had been thinking things over for the past few minutes, and now tapped her mother's foreleg to get her attention.

"She told me she was working for the princess before you came. I thought she was lying but…"

She stopped talking as the three of them became aware of a faint knocking sound from upstairs. It was intermittent, but insistent.

"It's the front door," said Berry, "Damn it, I left the lights on. Pinchy, stay down here but don't talk to her. Keep your distance." She pointed a hoof at Lyra. "And you, get your story straight. I'm not done with you yet."

****

A silent observer watched as the situation unfolded – she was the same being who had been watching Lyra on the eve of the Ponyville party.

She looked on as Berry Punch opened her door to find Noteworthy waiting for her. He began to explain what he and Carrot Top had discovered and the purple earth pony slowly came to accept the truth.

The observer cursed to herself. She had been keeping tabs on the four spies for the past few days and this was a most unwelcome development, most unwelcome indeed. So they had already uncovered the truth behind Celestia's little game – she had hoped that would keep them occupied for longer than this.

Their scheme had backfired. Now the four ponies would want answers, everything would be uncovered and their plans would be for naught.

She couldn't let this happen. She wouldn't let this happen. No matter what it took, they had to be kept out of Canterlot. There were still too many variables in play, too much time that had to pass.

The stress got to her and she was hit by another one of her flashbacks – the pain, the terror of it all caused her to lose control momentarily and all she could see was what had happened to her, and what could still happen to her.

She regained her thoughts and began to formulate a new plan. So this first distraction had failed. All she needed to do was come up with another one. It was logical enough. Something that would take all of their attention so they wouldn't see what was coming until it was too late.

She smiled devilishly to herself as the solution became clear. She needed something that would occupy their every waking moment, something that would consume their thoughts.

And what better way to do that than a sudden, terrible tragedy?

Chapter 9

Silence pervaded the cellar as the two ponies awaited Berry Punch's return. Ruby Pinch stood as rigid as possible as she stood guard at the foot of the steps, while Lyra tried to make herself as comfortable as she could. Her forelegs were starting to ache in their position behind her back and the pipe she was tied to was pressing awkwardly against her.

The young filly flicked a nervous glance at her. Their eyes met briefly, and she quickly went to back to staring dead ahead of her.

Lyra sighed. Now she knew Berry was on her side, the problem was convincing them she was on theirs.

"So how long has your mum been working for Princess Celestia? What does she do for her?"

Ruby's gaze didn't flicker. "Mum says I'm not supposed to talk to strangers."

"Well, I'm not a stranger, am I?" she said, full aware this was a long shot, "You know my name. I'm Lyra."

"Mum also said I'm not supposed to talk to strange ponies."

"I'm not a strange pony," she said. Ruby looked her up and down, clearly unconvinced.

"If you're not a strange pony, then why the heck are you dressed up like that?"

Lyra looked down at the black lycra suit she was wearing and was forced to concede, yet again, that Ruby had a point.

The door at the top of the steps swung open and Berry made her way down. Moving past her daughter, she walked up to Lyra, her face flushed with embarrassment.

"I, I don't really know what to say," she said, looking at the floor, "That was Noteworthy at the door. Turns out he and Golden Harvest just had a similar confrontation to the one we had, only they found out they were working for Celestia before they knocked the snot out of each other. What, what I'm saying is – it turns out you're telling the truth."

Lyra smiled in relief. "Thank goodness. I thought I was going to be stuck down here all night."

Berry lightened up a little upon seeing her captive wasn't angry with her. "Yep, you're lucky alright," she said, "Relatively speaking, I mean."

She clicked on the main light switch, the sudden brightness forcing Lyra to blink, and walked round to her side to check the rope. It was tied tight, with no give.

She grimaced apologetically. "I'm afraid untying you might not be as easy as I hoped. You see, Pinchy used her magic to tie the rope and I pulled it as tight as I could. Her magic's not going to be strong enough to undo it and I can't get myself in a good enough position to get at the knot."

Ruby Pinch strolled over to see what was going on. "So, she's working for the princess?"

Berry nodded. The young filly looked up at Lyra with a dispassionate expression, and then moved her head in to take a closer peek at the rope. Suddenly she leaned forward and bit down hard on it, then tugged and shook her head in an effort to pull it free.
No luck. She sat down and pouted for a moment, then sparked up as an idea struck her.

"I'll go get a knife!" she cried, running away and up the stairs.

Berry trotted after her a short way, then held her hoof to her mouth and called out: "Hold the blade away from you! Away!"

Lyra squirmed nervously, wary of the fact the rope was tied tightly against her skin and would not be easy to cut safely. Berry noticed her discomfort. "Don't worry about it, we know what we're doing," she said.

There was a clatter of hooves as Ruby Pinch trotted down the stairs again, a dangerously sharp-looking carving knife levitating about a foot in front of her.

"Pinchy! Walk, don't run," said Berry, and the filly did as she was told.

Lyra's eyes widened and she clenched her teeth as Ruby came closer, ready to cut through her bonds. The green mint-coated unicorn reached out with her magic and took the knife from her.

"I'll handle it from here, thank you," she said before the filly could protest. She carefully started to pull the knife back and forth against the rope in a sawing motion.

"I'm really sorry about this," said Berry, "I mean, I'm sure you can forgive me because you'd do the same thing if somepony broke into your house and you had a filly to look after, but still... that looks really uncomfortable."

Lyra paused a while to consider – she had been forced into a squat, her hindlegs stretched out in front of her as she sat on her tail. Though most ponies found it strange, this was actually her favourite way to sit.

"Don't worry about it. I'm used to this position," she said, "And besides, I've always been kinda flexible."

Berry couldn't help it. Her dirty mind immediately picked up on an alternate meaning for those words and she made a noise that was a cross between a snort of laughter and a lascivious smirk. "Snrrrk."

Lyra stopped what she was doing and noticed the look on her face. "Oh, what? Seriously? Don't be so childish. Besides, there's a filly present."

She closed her eyes and smiled. "Pinchy, could you repeat the house rule for our guest?"

"Oh, ok," Ruby said, then recited, "Whenever mummy goes 'snurk', that means I shouldn't ask any questions about what just happened."

Lyra hesitated, then shrugged and cut through the last strands of the rope. She let out a sigh of relief as she stood up and stretched her aching forelegs.

Berry scratched her face, feeling awkward. "So, we kinda got off on the wrong hoof, didn't we? How about we reintroduce ourselves?" She raised her hoof. "I'm Berry Punch. Good to meet ya."

Lyra raised her hoof and pressed it against Berry's. "I'm Lyra, but everypony else calls me Heartstrings."

"And I'm Ruby Pinch!" cried the filly, standing up on her hind legs so she could partake in the triple hoofbump.

The two mares chuckled, any tension from their previous encounters now forgotten. Lyra moved her head from side to side, trying to ease out the crick in her neck, then looked back at her rather dusty black outfit.

"I suppose we should get going to see Noteworthy and Carrot Top," she said, "I should really get out of this thing first."

"Aw, but it looks so good on you," said Berry, giving her a nudge, "Lyra in lycra. Not many mares have the body to pull that off."

Lyra ignored the compliment. "I'm not going over there like this. Besides, I'm starting to get tail cramp. I'll see you upstairs."

The other two ponies didn't shift straight away, causing her to frown. "Could you guys give me some privacy? I want to get changed."

"But we're naked anyway…" Berry's voice trailed off. "Ok, fair enough. Come on, Pinchy."

The pair of them headed up the steps. All they could hear for the next couple of minutes were Lyra's grunts of exertion as she tried to remove the form-fitting outfit. Berry was about to go down and offer her assistance when the door opened and a flustered unicorn emerged, levitating a black bundle in front of her.

She left it there and the trio went out of the house and into the night. The only light was provided by the stars – it was now past two in the morning and almost everypony else in Ponyville was sleeping soundly.

Lyra led the way, as she was most familiar with where Carrot Top's house was. Ruby started to fall behind, partly because of her shorter legs but mostly because she was starting to get tired – it was very late, and now the adrenalin had worn off the events of the day were catching up with her.

Berry lowered herself to the ground and Ruby hopped up onto her back, then wrapped her front legs around her mother's neck and nestled against her mane. The three of them continued their journey, with Berry carrying her filly the rest of the way.

Lyra smiled at the sight of them, felt a twinge of regret, then whispered: "Berry, I just want to say I'm sorry. Sorry about what I said in the library. Now I've seen the two of you together and how much she dotes on you, it's clear that you're a great mum."

"Ah, don't worry about it," she said warmly, "We both said things we'd rather forget about."

They reached Carrot Top's home, which was the only place in Ponyville where the lights were still on. Berry nudged Ruby with her head to rouse her, but the filly just let out an unwilling moan. The purple earth pony decided to leave her be and knocked on the door. Carrot Top answered and let them in.

Lyra was about to follow but hesitated when she sensed something on the periphery of her vision.

Brow furrowed, she peered into the shadows between a nearby pair of houses. Nothing. No movement, no sign of anypony. She could have sworn she had seen something.

No matter. Probably just somepony's pet – there were a few nocturnal animals in town.

Pushing the matter out of her mind, she followed Berry Punch inside.

****

Ruby Pinch became a bit livelier when she met Noi. The two fillies quickly became friends, with Ruby's inquisitive nature helping the shyer pony come out of her shell, and they were soon chatting away.

A few feet away from them, the adults were having their own discussion while standing around the kitchen table. Carrot Top had opened a bottle of red wine and poured everypony a glass except for Lyra, who politely declined.

"I'd say a few introductions are in order, wouldn't you?" said Noteworthy, "I'll start. As Carrot Top has already surmised, I'm loosely related to Prince Blueblood and grew up in Canterlot. I used my royal connections to help fund my sideline as an inventor."

He tapped the metal hands he had invented, which were resting on the table. "Blueblood himself cast the spell that gives these things the energy to work. They've proved remarkably helpful in improving my ability on the piano, which is my chief talent. My friends call me Blues because I'm such a skilled player – I really put my soul into it, you see. You should hear me play some time. I'm sure we could make beautiful music together."

He addressed those last two lines seductively to Lyra, who didn't welcome the attention but tried not to make that apparent in order to keep the peace. She looked at the metal hands he had invented. They seemed kind of interesting but were obviously of no use to her, seeing as telekinesis was much more practical.

"So what made you come to Ponyville and what did you do for Celestia?" she asked.

"I used to travel a lot and found this place a few years ago. I decided I could make a home here. After all, there's always work in a town such as this for a strong stallion like myself."

"I suppose the high female to male ratio didn't go unnoticed either," Berry said dryly.

Noteworthy blushed but continued regardless. "As for my work for Celestia, I became a spy after my inventions were noticed by the princess. She felt I could put them to good use. Admittedly, I have only been active for a short time. I had already been in Ponyville for a long while when she finally contacted me – she asked me to keep watch over her student, Twilight Sparkle."

Lyra gasped. "That's the same job she gave me! I've been watching over Twilight for years now, though obviously most of that time was in Canterlot. You must have been asked to look out for her during the time I was away."

"Away?" asked Carrot Top, "You mean you took some time out from being a spy? What did you do?"

"Celestia had another mission for me, to prevent Nightmare Moon from becoming too powerful and breaking out of her confinement early," said Lyra. She changed the subject quickly. "I've always wondered who filled in the gap while I was away. I knew she wouldn't leave Twilight unguarded."

Noteworthy swept his mane back with his hoof, basking in the attention. "So what do you do around here? I tend to help around Sweet Apple Acres – in fact, I have a second home near there. It's one of the buildings for the part-time workers but it's in a lovely spot. Beautiful surroundings, nice and private."

"I just do odd jobs, anything that'll keep things ticking over," said Lyra, "So you were looking after Twilight, eh? You know, it's strange. I've never seen you around her that much and she's never mentioned you."

"I prefer a hooves-off approach. There are subtler ways to keep tabs on somepony," he said.

The three other ponies shared a look, intrigued. Carrot Top spoke up: "So are you going to tell us your methods, or keep us in suspense?"

Noteworthy flinched but recovered from it well. "I'm afraid not. I have to keep some secrets to stay ahead of the competition," he said with a wink.

There was a momentary silence as the three mares processed this information, but it quickly passed.

Berry Punch went next. "I'm from Canterlot as well, but I moved out of there as soon as I could. No offence to anypony here, but I couldn't stand all the airs and graces of all the upper class ponies who live there. Ponyville was far more my scene – the folk here know how to party!

"I did visit Canterlot from time to time and I was surprised to find out my name was being mentioned in some of the higher social circles. I was friendly with one of the palace guards, you see, and he suggested I get in touch with his bosses. I was sceptical at first, but when I found out about the spy biz I thought it made sense. After all, I know just about everypony and I wanted to do my bit for my country. Sense of duty and all that." She held her hoof against her chest in a mock-solemn pose.

"I was quite active for a while, keeping watch on Ponyville and the surrounding area, but then Pinchy came along."

At the sound of her name, the young filly poked her head up from her spot on the mat she and Noi were sitting on. The adult ponies looked at her, and she waved "hi" and went back to chatting quietly with her new friend.

"I had to cut back on the work I was doing then, for her safety. Had to cut down on the parties, too, which made my job more difficult. I went into the family business full time, selling our wine in Ponyville, but there was one last job Celestia had for me.

"It was a couple of years before Twilight came to town. The princess had a few ponies in mind to become the Elements of Harmony but she wanted me to judge their character and make sure they were suitable. I reported my findings to her, she came to her own conclusions and then put her five choices in charge of organising the Summer Sun Celebration, knowing Twilight would have to talk to them. I've been keeping an eye on the five of them ever since."

She chuckled. "You know, it's funny. I actually had you marked down as my choice for the element of generosity, Carrot Top. Celestia obviously decided to keep you on as a spy."

"Oh my!" she replied, "Imagine that. Mind you, I don't fancy having to go and fight Nightmare Moon or any other super-powered villain who rears their head. Dealing with the Everfree Forest was quite enough. Were there any other choices that Celestia disagreed with you on?"

"Not really, though I had my doubts about Fluttershy being up to the job and I wondered whether Applejack would be too busy on the farm to be available all the time. I had Derpy Hooves and Bon Bon pegged as possible back-ups, though I guess they were both unsuitable for whatever reason."

"Hmm," said Lyra, "Derpy could certainly be a dangerous weapon if you pointed her in the right direction, though Bon Bon can be a little too bluntly honest, if you know what I mean."

Carrot Top sniffed haughtily. "I do. She's incredibly rude and never has a nice word to say about anypony."

"Ah, she's not so bad. Once you get used to her mannerisms she can be good company," said Lyra, "Anyway, tell us about yourself. You were watching over the animals of the Everfree Forest, weren't you?"

"Yes, that's right. I still do, actually - I keep the princess informed if there's any sign of danger or extra activity going on in there. She has a live and let live philosophy, so I'm here to act as an early warning system.

"I came to Ponyville shortly after my training and I've stayed here ever since. My family has always grown vegetables, so I established a business here fairly quickly. Noi ended up living with me when she started school here.

"It sounds like I've been less active than the rest of you but I'm quite happy with that. When I first qualified to work for the princess I was raring to go and the Everfree Forest was a dangerous place to be, especially in the years before the return of Nightmare Moon. But I've become used to a quiet life in Ponyville now.

"I was most surprised when I received that letter from the princess. I'll admit, I was concerned, too. I have a little sister to look after and I hated the idea of putting her in harm's way."

The two fillies were still sitting on the mat at the other side of the room and were starting to fall asleep. Carrot Top and Berry Punch smiled at each other – both had a younger pony in their life that they would do anything to protect.

Lyra was thinking over what her colleagues had told her. They shared several things in common and the question now was why Celestia had chosen to trick them into spying on one another.

"So going by what you've all just said, I was the only pony who was actually in Canterlot when Celestia sent out those messages," she said, "That goes a little way to explain why we didn't find out the truth sooner. I spoke to the head of the palace guards to get more information about Carrot Top. Now, if all of you had the opportunity to speak to him then he would have figured out something was going on."

"Unless he was in on it as well," said Berry, "I mean, any chance of keeping us fooled was bound to fall apart as soon as we had the chance to question each other. If Shining Armour wasn't aware of what she was doing, this whole thing would have been uncovered the instant another one of us spoke to him."

Carrot Top and Noteworthy looked at each other, slightly confused as to why their counterparts were taking this all so seriously.

Noteworthy spoke up: "Does this all really matter? We figured out what was going on and that's the end of it. Do we have to work out how she pulled it off, too?"

"We don't know why she did it," said Lyra, "Why would she fool four of her spies into thinking they were enemies? It doesn't make sense."

Carrot Top tittered. "Oh darling, come now. The princess has been ruling over us for hundreds of years and maintained harmony in Equestria for almost as long. Surely you can forgive her for a harmless, little prank?"

Lyra didn't respond – her side still ached from her fight earlier that night. Berry Punch hadn't fared much better and had a puffy eye from the unicorn's haymaker.

"She does have an odd sense of humour, I'll grant you that," said Noteworthy, "But look at it another way. Nightmare Moon is gone, Discord has been defeated. We've been living peacefully alongside our neighbouring countries for centuries. Maybe this was her way of getting us to find out about each other. Maybe she did it this way, giving us all one last mission, because she just doesn't have a need for spies any more."

The other three went quiet as they considered that thought. They had all been proud to serve their country but if this was the end of their mission, they all had a reason to welcome retirement.

Lyra broke the silence. "In any case, we need to speak to the princess. Just to find out the truth."

"There's plenty of time for that tomorrow," said Carrot Top, finishing the last of her drink, "But for now, I think I'm going to follow my sister's example and go to bed."

She indicated towards the two fillies, who were lying next to each other, fast asleep.

"Aw, that's so cute," said Lyra, moving away from the table to take a closer look.

Berry walked up beside her, looking fondly at her daughter. She chuckled. "They grow up so fast. I remember the days when I used to wake up next to somepony I'd just met the last night."

She nudged Lyra, a devilish smirk on her face. "Of course, I'm not totally past those days yet."

The unicorn looked shocked for a moment, then broke into laughter. "Honestly, Berry. You're incorrigible."

The purple pony smiled, then turned to Carrot Top. "Have you got any blankets? I haven't got the heart to wake her, but I'm not leaving her without any bedding."

She nodded and the pair of them went upstairs. Lyra wandered back to the table, where Noteworthy was still standing.

She yawned. "It's probably time for me to go to bed as well. It's been a busy night."

"Surely you're not going to go without a nightcap?" he replied, pouring another glass of wine for himself and filling up Carrot Top's glass, which he pushed towards Lyra.

"No, that's alright," she said, shaking her head, "I want to keep my head straight for when we talk to Celestia, and I'm not a big drinker anyway."

"I don't know why you and Miss Punch are so concerned about the princess. I, for one, think we should thank her. After all, we would never have found out about each other if not for her."

The green mint-coated unicorn looked down at her glass, then back at the stallion, slightly perturbed.

He smiled nonchalantly. "We've both been doing the same job for some time. I'm sure we've got lots of stories to share, and we'll have plenty of time to talk now."

Berry Punch came walking down the stairs with a blanket, which had a couple of pillows wrapped up in it, balanced on her back. She shared a glance with Lyra and noticed the worried look in her eyes, then headed straight over to the fillies to tuck them in.

Lyra, meanwhile, had noticed the twinkle in Noteworthy's eye and was starting to feel uncomfortable. The thought of receiving romantic attention from anypony was an anathema to her.

Noteworthy moved round the table to get closer to her. "I'm sure you remember the first time we spoke. You said if things fell through between me and Carrot Top, you'd be interested in a date."

Lyra attempted a smile, trying to ignore the prickling feeling on her forehead. She used her magic to raise up her wine glass, then accidentally-on-purpose spilled a small amount on the table.

"Oh no, how clumsy of me," she said agitatedly, "Butterhorn. I should really get a cloth to clear that up."

She shot an anxious look in Berry's direction before heading to the kitchen. The earth pony had finished taking care of the fillies, carefully placing a pillow under each of their heads, and was ready to come in to the rescue.

She strolled over to Noteworthy and nudged him gently in the side. "I think you might be wasting your time with that one," she whispered.

"What do you mean?" he asked absently. He was watching Lyra, who was taking her time in finding a cloth and pretending she couldn't hear their conversation.

"How do I put this gently?" Berry said, paying lip service to the notion of tact, "She's not interested in stallions."

His eyes widened as the realisation hit him. Lyra also had difficulty hiding her surprise, though she didn't say anything.

"It was on the night of the Ponyville party. Once Rarity gets hold of a piece of gossip, it's impossible to keep it a secret for long. I was there when she told Rainbow Dash about Heartstrings' sudden crush on Carrot Top."

"But wait," said Noteworthy, "That's easily explained. Lyra was spying on her."

The unicorn's face had turned a deep scarlet and she was thankful he couldn't see it, otherwise he might have guessed Berry was lying. She couldn't believe he still wasn't giving up.

Berry said: "That's true, but why do you think the rumour seemed so plausible to everypony? They all had their suspicions already, and this just confirmed it."

He thought it over, then slowly nodded his head, finally convinced. Lyra decided it was safe and went back to the table, a cloth levitating in front of her.

Noteworthy coughed to gain her attention. His tone was apologetic. "Lyra. Miss Punch here has informed me of your, um, orientation. I'm sorry if I made you feel uncomfortable just now."

"Oh. Uh, no bother," the unicorn replied, hurriedly cleaning up the spill so she could leave as soon as possible. She waited for the stallion to avert his attention, then mouthed the words "thank you" to Berry.

"I'm off to bed then. See you in the morning," said Lyra. It took some willpower for her to not run straight up the stairs.

Noteworthy looked down at the table, feeling dejected and embarrassed in equal measure.

"Seems like you kinda struck out there. Sorry about that," said Berry, pouring herself another glass of wine.

"You win some, you lose some," he said, pushing his failure to the back of his mind. He then realised that Berry had been showing quite an interest in the mare as well. "You seem keen on her, actually. She caught your eye too?"

She looked up the stairs Lyra had climbed up just a few moments ago, a sly smile on her face. "She's an attractive mare. Now I know we're on the same side, so to speak, there's nothing to stop me putting the moves on her."

She turned to Noteworthy and leaned forward. "What about Carrot Top, though? Do you like her?"

"Well yes, she's certainly easy on the eye," he said, grimacing a little, "But I fear that ship has sailed. I've already laid all my cards on the table, so I have nothing else left to impress her with."

Berry frowned. "Hmm. If you don't mind me asking, what have your past partners been like? Who do you tend to go for?"

"I wouldn't say I really have a type, though there's one type that always seems to go for me. Attractive, but not much beneath the surface. Every mare I end up with is just so shallow – it's great in the beginning, but then I realise again that she's not really interested in me. She just wants a handsome stallion to show off to everypony."

"I think I know what your trouble is," she said, swirling the wine round in her glass, "You don't take the time to get to know anypony before you come onto them. Like just now – you wouldn't have made that mistake with Lyra if you had just given it a bit of time. You seem to be looking for a long-term partner rather than just a fling, and there's no need to rush when it comes to something like that."

He took a swig from his own glass. "What about you and Lyra? What do you want to happen there?"

She shrugged. "Haven't decided if I want anything to happen just yet, but I'm certainly interested. If nothing comes of it, it's no big deal. That's something else you could stand to learn – it's not all or nothing. A mare can change her mind."

She finished off her glass, then pointed a hoof at him. "You know, I've got a few friends I could introduce you to, if you want."

"You do?" he asked, suddenly alert, "Who are they? Are they good-looking?"

Berry pulled her head back in surprise, then let out a disappointed snort. "Noteworthy. Come on," she said disapprovingly, "You just said a few minutes ago that you don't like shallow ponies. Don't act like one yourself."

He looked away briefly, suitably chastised. "Ah. Sorry. Would you believe me if I blamed it on the wine?"

"Not unless you get another few glasses down you," she said, setting her empty glass on the table. She wandered over to the kitchen, found another bottle and cracked it open. "Come on. The night's young."

Noteworthy raised up a foreleg, uncertain. "It must be near 4am now. Are you sure we should…"

She had already poured a couple of glasses. "It's not like we have anything important to do tomorrow, is it? The case of the quartet of spies is closed – all that's left is to report to Celestia. Besides, I can tell you more about these mares I have in mind for you."

That was all the encouragement he needed. "I suppose it would be ungentlecoltly of me to leave you to finish this bottle by yourself."

"I'll drink to that," replied Berry, and they chinked their glasses together in a toast. "To new friends. And new romances."

****

There was an insistent knocking at the front door that went unnoticed for several minutes at first.

Then there was a rustling of activity upstairs as Carrot Top realised somepony was calling for her. She trotted down the stairs, shaking herself awake and tutting at the mess that had been left on the table in her main room – three empty wine bottles and two glasses, one still full.

She almost tripped over Noteworthy, who was fast asleep on her floor, and opened the door to find Applejack waiting for her.

"Phew! Finally! Ah was beginning ta think you weren't in," said the farm pony, "Ah'm here to pick up that consignment of ginger."

Carrot Top looked at her blankly. Applejack raised an eyebrow. "The ginger we ordered from you. Ya remember?" she said patiently, "Ta give our apple juice a bit of a kick?"

"Oh, yes! Of course," she replied, flustered, "I'm ever so sorry, I'm a bit out of sorts. I've just woken up, you see."

"Just woken up? It's past ten o'clock," said Applejack. She looked past the vegetable seller and noticed the state of her house, "Y'all been having a party in there?"

"No, no," she said, "Well, yes. I mean, no – just a small get-together. Close friends only."

"Is that Berry Punch? Ah didn't know you two got along," the farm pony replied, moving her head to get a better view, "And Blues? Now how the hay do y'all know each other?"

Carrot Top eyes flicked upwards for a moment as she thought quickly, then a smile came to her lips as she worked out the perfect excuse. "We all come from Canterlot – that's where we know each other from. Last night was one of our little reunions that we have from time to time. Now, let's get that order filled."

Applejack nodded and was just about to comply when Lyra started coming downstairs, woken by their conversation but too drowsy to think about exercising discretion. She paused halfway down the steps when she noticed the earth pony.

"Oh. Hi there," she said, suddenly feeling awkward.

"Howdy. Say, you're one of Twilight's friends, aren't you?"

"Yeah, that's right. My name's… Heartstrings," Lyra blanched as she finished her sentence, remembering too late the rumours that were flying around town about her and Carrot Top.

A flash of recognition passed over Applejack's face. She didn't say anything, but her amused smirk spoke volumes. Carrot Top hurriedly ushered her out of the house, both to deal with her order and to deny that anything untoward was going on.

An embarrassed Lyra walked down into the main room and suddenly noticed what a mess it was in. She tutted, then used her magic to start clearing away the bottles, which tinkled as they knocked together.

The noise roused Berry Punch, who let out a groan that sounded like something out of a horror story. Lyra yelped and jumped about half a foot backwards, almost dropping the glassware in her fright. She let out a sigh of relief when she saw who it was.

"You scared me half to death," she said, "Wait, why you under the table? And why is Noteworthy there with you?" Her expression turned wary. "Just what were you guys doing last night?"

Berry let out another groan as she stood up, then arched her back and cricked her neck to work out the aches and pains she had earned from sleeping on the floor. "Nothing much. Just talking about which girls we like, mostly. I ended up drinking Noteworthy under the table, then I couldn't find anywhere else to sleep so I decided to join him."

Lyra accepted that explanation and started clearing up. She used her magic to turn on the sink tap, then called back to Berry while she washed the wine glasses: "I think we're going to have to move out of here fairly quickly. Applejack came knocking and she was a bit suspicious. If we stay here and more ponies come round, we're going to have a lot of awkward questions to answer."

Berry was starting to wake up now, with only a mild hangover from her drinking the night before.

"You're right," she said, "The four of us aren't known for hanging out together."

She noted the time on the kitchen clock, then wandered over to Ruby Pinch and Noi to wake them up.

The front door opened and Carrot Top let herself in – the noise of her arrival stirred Noteworthy from his slumber, and he stood straight up and smashed his head against the underside of the table.

Carrot Top winced and trotted over to him. "Oh my. Are you alright?" A muttered "ow" was all the reply she got in return.

She helped him to his feet and got him out from under the table, torn halfway between making sure he was alright or admonishing him for drinking her out of house and home.

"As wonderful as it is having visitors, I don't think you can stay here," she said, "The four of us move in completely different social circles, and if we're suddenly seen to have become the best of friends then ponies are going to be asking why."

"We have stuff we need to talk about, though," said Lyra, still washing up, "What we really need is somewhere private, without customers calling round all the time."

Noteworthy blinked blearily, in pain from a combination of lack of sleep, too much alcohol and a heavy blow to the head.

"I have a solution," he said, "I'm pretty sure I told you last night that I have a hut at Sweet Apple Acres, as part of my contract with them? We should head out there."

"That sounds like a good idea. It should be quite secluded," said Carrot Top, "Let's meet on the path just out of town. I have a few bits of business to take care of first – can't leave my customers wanting."

"Need any help?" asked Noteworthy, "I can be quite the persuasive salespony."

"No, no, it's alright," she replied hastily, "Besides, you need to freshen up first. You look like you've, ah…"

"Been for a night out with me," said Berry.

The stallion coughed, then wiped his eyes with his hoof. "Fair enough. I'm going to head out for a run, shake the cobwebs out." He turned to Lyra. "Fancy a rematch? I'm a bit shaky at the moment, but I should still give you a good race."

She hesitated, unsure. Then Berry gave her a nod of encouragement to tell her that he'd behave himself, and she relented.

The pair headed outside, while the purple earth pony stayed behind to keep watch over the two fillies.

But there was someone else outside, keeping watch over all of them. She had overheard their plans, and they fitted in with her own perfectly.

Noteworthy's hut. Yes. That was where she would attack them. It wouldn't matter who she hit. She didn't give a damn for subtlety. All she wanted was a distraction, something so big that it would destroy any thoughts of returning to Canterlot and talking to Celestia.

Of course, there would be the added pleasure of getting some payback on ponykind for the pain they had put her through. These four weren't the ones responsible but that hardly mattered – all ponyfolk were guilty, in her eyes.

This afternoon, they would all suffer. This afternoon, one of them would die.

****

"Hey! Who won?" Berry called out, with Carrot Top and the two fillies beside her.

Noteworthy trudged sullenly towards them, while Lyra had a significant spring in her step. "I did," she said with a smile, "And by quite a way this time."

"Yes, yes, well done," he said, "I told you I was shaky before we set off. You should have given me a headstart."

"Aw, don't be grumpy, Noteworthy," said Berry teasingly, "You shouldn't be so hard on yourself. Lyra's younger than you, after all – you should be pleased that you could even keep up."

He pointedly ignored her, while Lyra's grin grew even wider. Then he saw Carrot Top smiling sympathetically at him and his mood brightened.

"Follow me," he said, leading them away from the path and along the large fence that enclosed Sweet Apple Acres farm. "The workers' huts aren't far from here."

Carrot Top fell in step beside him, leaving Lyra and Berry Punch to take up the rear. The two fillies, both full of energy, spent most of their time somewhere in the middle – sometimes catching up to the ponies in front, other times getting distracted by something and falling behind.

"So, Lyra," said Berry, "What are your plans after we've spoken to Celestia? Got anything in mind?"

"Back to what I was doing before she set me on Carrot Top, hopefully," she replied, "Leave Ponyville and go to travel the world."

Berry stopped in her tracks, forcing Lyra to halt as well. "Wait, you're leaving?" she said, visibly disappointed, "But why? What are you going to do?"

"I had a life before I came to live here. I want to reconnect with some friends, catch up on old times, that sort of thing. I've also got a need to go out and, well, find myself, if you know what I mean. Work out what it is I want to do for the rest of my life, find something that makes me happy."

"Wow, heavy stuff," said Berry pensively, "Well, the friends thing I can understand, but why do you need to travel the world to find yourself? Going to different places won't help you with that. You should already know who you are, and where you are. You're Lyra. You're here."

She poked the unicorn in her side to demonstrate. Lyra just smiled.

"I'd made my mind up about this a long time ago. I'll probably be back in Canterlot by this time tomorrow."

Berry pouted. "Well, that sucks. I was hoping I'd get a chance to get to know you better." She forced herself to cheer up. "You'd better come back and visit us from time to time. Don't forget about your friends in Ponyville."

"I will, don't worry," she replied.

Before she could say anything else, Ruby Pinch and Noi rushed over. Berry and Lyra had fallen some way behind the others.

"Come on, mum! Everypony's waiting for you guys," said Ruby, bouncing up and down.

The two older ponies started walking again, while the two fillies ran on. Noteworthy's hut was not far ahead.

"Come on Noi, I'll race you there!" cried Ruby, picking up her pace.

The two young ponies galloped straight past Noteworthy and Carrot Top, with Ruby just ahead. Race won, she waited outside the hut's front door for the adults to reach them.

"Excitable little fillies, aren't they?" said Noteworthy with a smile, "I'll go let them in, you wait here for the other two."

Carrot Top nodded and he trotted towards the two youngsters, who were arguing about whether Ruby had cheated.

It was only by chance that Noteworthy noticed something out of the ordinary. Whether it was a flicker of movement on the periphery of his vision or an unconscious instinct on his part, the thought suddenly struck him that something wasn't right.

He looked up – and then several things happened in the space of a couple of seconds.

Something large and heavy was falling out of the sky. He couldn't make out what it was because he didn't have time to – he could see where it was headed.

Noteworthy didn't hesitate.

Heart pounding, he leapt forward and pushed the two fillies as hard as he could, sending them sprawling backwards and out of danger.

But he didn't have time to get out of the way himself.

With an explosion of splinters and sawdust, the falling object reached the ground and shattered on his back.

The noise was as loud as it was unexpected, momentarily shattering the peace of the countryside.

The silence that followed was unearthly.

Chapter 10

For several seconds, nopony was able to move. Splinters and wood dust lay scattered across the area next to the hut, with their friend in the centre of it, only partly visible underneath the wreckage.

Carrot Top, who was closest to the scene, came back to life first.

"Noteworthy!" Her scream pierced the quiet of the morning and sent a chill through the other two adult ponies.

She rushed over to the stallion, the back end of his body buried under the splintered wood. Berry Punch, fighting her instincts to run after her, quickly looked into the sky to see if she could spot their attacker. No luck.

She ran towards the two shell-shocked fillies who were staring at the spot they had been standing just moments before the impact. The spot they would have been standing in if Noteworthy hadn't moved so quickly to push them out of the way.

Noi was the first to realise the full implications of this and began to cry. Carrot Top made a faltering attempt to calm her sister, though she was having difficulty keeping her own emotions in check.

Berry arrived soon after and took over, trying her best to block the fillies' view of Noteworthy. Carrot Top quickly went to the stallion's side, frantically checking for any life signs.

Lyra was the last to recover from the shock. She shook herself into action, squeezing her eyes shut briefly to try to stop them from watering, then took a few steps towards the others before realising the best way she could help them.

"I'll, I'll go and get the doctor!" she cried, turning to run.

"Lyra! Lyra, wait!" Berry called out, her voice cracking. The unicorn turned to face the earth pony, who was holding the two frightened fillies close to her.

"Be careful," she said, "This was no accident. Whoever did this is still out there."

Lyra nodded, then broke into a sprint towards town. Meanwhile, Carrot Top was crouched low near Noteworthy, unable to tell if he was breathing.

Berry checked the skies, squinting past the wetness in her eyes into the horizon. Just as before, there was no sign of anypony. There was no cloud cover either, nowhere for a pegasus to easily hide.

She turned her attention back to the scene of the crime, wincing as she noticed a patch of skin on Noteworthy's back that had been torn away by the force of the impact.

"Carrot Top, is he…" she asked tentatively.

"I don't know!" the mare replied hoarsely, by now too upset to carry out her job effectively. "I think he's breathing but I can't feel a pulse."

Berry stepped forward, having to extricate herself from her daughter's grip as she did so, and left Carrot Top to look after the fillies. She lowered herself down to Noteworthy's muzzle – she could feel his breath, though she wasn't sure if that was wishful thinking on her part. Finding a pulse was more difficult. There was one, but it was very weak.

"Lyra needs to get back with that doctor as soon as she can," she murmured.

She looked at the wreckage again. Shards of wood littered the area but none of them appeared to have penetrated his hide. She pulled her head back in surprise as she finally recognised what it was that had hit him. There were dozens of wires in amongst the mess, underneath what had obviously been a large lid.

But the biggest giveaway was the black and white rectangles that were scattered on the ground – piano keys.

She shook her head in bewilderment. "I don't understand," she said, her anger rising, "Who would target us like this? Who would attack two innocent fillies? And how, how could a pegasus fly overhead without us noticing, attack us, then disappear just like…"

Her voice trailed off as the realisation hit her like a thunderbolt.

"Like magic." She spoke almost in a whisper. "It wasn't a pegasus that attacked us. It was a unicorn. It was a…"

Her quiet shock gave way to unbridled rage as she realised the length of time it had taken her to figure this out undoubtedly meant the assailant had got away.

"Damn it. DAMN IT!" she cried, dashing a short distance away from the hut, looking out into the surrounding trees. "Come out! You coward! Trying to kill two young fillies! Trying to kill my daughter! When I find you… when I find you, I'll…"

"Mummy?" Ruby's voice was so quiet, so vulnerable, that it was almost inaudible. She was staring, wide-eyed and tearful, at her mother. She had never seen her so angry, and it terrified her.

The sight of her sapped Berry's energy completely – her fighting spirit left her and it was all she could do to stumble over to the filly and hold her in a tight embrace. Defeated, she began to weep.

Carrot Top also held Noi close as she tried to soothe her. If not for Noteworthy's bravery, both fillies would have died today.

****

For Lyra, the day passed by in a blur. Once she had fetched Dr Whooves, she took him to the scene and stayed with him while he did what he could to save Noteworthy. Berry Punch and Carrot Top took the two fillies home, not wanting them to watch what could well have been the stallion's last moments.

More medical staff were called quickly. Specialist unicorns, who were able to cast spells to see inside his body without the need to cut him open, assessed the damage so they could give him a prognosis.

The initial findings were not good but they were better than they could have been. His internal organs had not been ruptured, but his body had undergone serious trauma and several bones had been broken.

All the activity roused the attention of the Apple family and Lyra suddenly found she had some difficult questions to answer. There was no point in trying to hide what had happened, taking into account the height the piano must have been dropped from to shatter in the way it did. The fact the pony responsible hadn't stuck around suggested they were trying to escape the blame or, worse, that it had been a deliberate attack.

A small crowd of onlookers gathered, though Lyra did her best not to get into a conversation with them. She was too upset to talk, and besides, she had to inform Celestia.

Her message got through to Shining Armour but he was too busy with his duties at the castle. His deputy, Valiant Shield, went in his place and Lyra informed him of all that had happened in private.

Once that matter was dealt with, she went to the town hospital. Applejack and Big Macintosh were already waiting there – Noteworthy had been a constant help on the farm whenever they had needed him and he was a friend of the family.

The three of them didn't talk much. Big Mac tended to be on the quiet side anyway and Lyra and Applejack didn't know each other. Besides, their minds were occupied. All they could do was wait.

****

Canterlot castle's corridors echoed to the sound of Princess Luna's hoofsteps as she made her way to her sister's chambers.

It was now late afternoon and the sun was at its brightest. This was normally the time Luna preferred to be alone as it was when she was least busy, but duty called. She wondered why her sister had summoned her.

The guards to Celestia's room bowed at the dark-coated alicorn's arrival and stepped aside to allow her to enter.

Upon seeing her sister, Princess Celestia stood up from her resting position on the floor. She had a grave expression on her face.

"Sister? You wanted to see me?" said Luna.

"Indeed – thank you for coming so promptly. I am afraid that I'm going to have to send you away again."

"What do you mean? What's this about, Tia?" she said, faintly concerned by her sister's frosty demeanour.

Celestia walked over to the world map on her chamber wall and tapped her hoof against the area that denoted the Griffin Kingdom. "I am unhappy with the agreement you worked out with the griffins, and that's putting it mildly. It's one thing for them to demand compensation for what happened with Discord, but for you to actually agree to it? What were you thinking, Luna?"

She was at a loss for words to start with. "You told me to keep the peace by whatever means necessary, and that's what I did," she said. The fact she had been caught on the back hoof by this was audible in her voice. "The sudden switches between the day and night cycle led to some of their crops being ruined. The cattle they had living nearby got spooked and went into a stampede. They wanted us to share some of our produce to make up for it and I agreed as a show of goodwill."

"And in so doing, you accepted responsibility for Discord's actions on behalf of Equestria," said Celestia, "Have you forgotten our history so easily? When we first banished Discord, our race became hated for centuries. We were blamed for the mess he had created and the disasters that occurred when he was no longer there to oversee it. We became little more than slaves, forced to manage the ecosystem on behalf of all the other races."

She drew herself up to her full height, looking down her nose at her little sister. "And now, with his return, the griffins would seek to blame us again for something that was never our fault. They want us to pay them when they should be thankful to us for liberating them from tyranny. This isn't a matter of goodwill – it's an insult."

Luna bowed her head, ashamed. When her sister had sent her on her diplomatic mission, she had informed her to explain what had happened and keep the peace. She hadn't considered the issue of national pride.

"What would you have me do?" she asked quietly.

"Another diplomatic mission will be necessary, I fear. This time, I believe we will need to get an agreement from them in writing. I will be briefing Shining Armour on the matter presently – he and a small number of guards shall be travelling with you."

"What?" said Luna, taken aback, "You're sending the captain of the royal guard? Tia, don't you think that's overkill?"

A dangerous look flashed in Celestia's eyes and Luna was instantly cowed.

"As you wish. Once you have informed Shining Armour, I will meet with him so we can work out our case and draft a new agreement," she said.

Celestia's expression lightened. "Thank you, Luna. I am sure your mission shall be a success."

Luna nodded in deference and left her chambers. She thought over her new mission as she walked off through the castle corridors. That encounter had brought it home to her that Celestia was still very much in charge and it would be a while before they were on equal pegging once again.

This was to be expected, however. Luna had been away for 1,000 years and her name was still stained by her actions as Nightmare Moon. Once her people had fully accepted her again and she took on more responsibilities, then she would once again be her sister's equal.

For now, she was just thankful that her days of darkness were behind her.

****

Lyra was sitting alone in the hospital corridor outside Noteworthy's ward when Berry Punch and Carrot Top finally returned. She shone them a sad little smile when she saw them approach.

Carrot Top trotted a few steps forward, then stopped. Her eyes glimmered with worry – she wanted to know but was afraid to ask.

"He's going to live," said Lyra, and the two mares both let out heavy sighs of relief. It had been a traumatic day for the pair of them but this news made up for all of that.

Dr Whooves stepped out from the ward and coughed to catch their attention.

"Your friend is very fortunate, in a manner of speaking," he said, "Fortunate to be alive, but I'm afraid that's as far as it goes.

"We've had our best surgeons working on him but the amount of damage there… it's unlikely he'll ever be able to walk unaided. It would take a level of restorative magic that only somepony like Princess Celestia is capable of."

Carrot Top's expression stayed solemn, though the doctor's throwaway comment had sparked a small hope in her that Noteworthy might be able to make a full recovery.

Whooves smiled compassionately. "For today, you should just be thankful that he survived and try to help him through what's going to be a difficult time. He's awake now. The Apple family are with him, but I'm sure they'd have no problem if you wanted to come through."

The three mares thanked him and headed into the ward, but Whooves stepped in front of Lyra and held his hoof up to prevent her from following the others.

"Are you alright?" he asked. She nodded, but he wasn't willing to let her go just yet.

"Are you sure? You have a habit of bottling things up. This has been a day unlike any other and I'm sure it's come as a shock to the system."

"I'm fine," Lyra said simply. Whooves seemed unconvinced but didn't press the matter further. He had other concerns.

He said: "I know everypony is trying not to jump to conclusions here, but there's absolutely no doubt in my mind – this was attempted murder. It wasn't an accident, like in the case of Twilight and Derpy Hooves."

Lyra couldn't look him in the eye, so she inspected one of the floor tiles instead. "Yeah, that was a lucky one. If Twilight hadn't summoned up a shield on reflex, Derpy might have succeeded where Nightmare Moon didn't."

"There hasn't been a crime like this in Equestria for decades, at least none that have been made public knowledge," said Whooves, "Do you have any idea who could have done it? Did Noteworthy have any enemies that you know of?"

"I'm not aware of any, no," she said truthfully.

"Then, could they have missed their intended target? Did anypony else in your group have somepony with a grievance against them?"

Lyra paused a while, wondering just how much she should tell him. He was her most trusted friend in Ponyville but her loyalty to Celestia came first. Not only that but letting him know the truth could place him in danger, especially after today.

She looked him in the eye. "I honestly have no idea. This whole thing is crazy. Though we did find out later that it was actually Noteworthy's piano that was dropped on him – somepony broke into his hut before we got there."

"And nopony else knew you were going there?"

Lyra shook her head. The only other pony they had spoken with that morning had been Applejack and there was no way she could be responsible, nor any way she could have overheard their plans to go to the hut unless she had hung around outside after buying that ginger from Carrot Top.

Whooves' expression remained grim as he considered what she had told him. He leaned in close to her. "Come what may, you should look out for yourself. You're a dear friend to me and I hate the idea that you could be in trouble."

He pulled his head back and smiled apologetically. "I have to go. Duty calls. I'll see you later, okay?"

Lyra nodded and the doctor walked down the corridor towards Nurse Redheart, who had been waiting patiently for him for the past minute or so.

The unicorn made her way into Noteworthy's ward again – she had visited him earlier, before going to wait outside for Berry and Carrot Top to arrive.

Applejack greeted her. "Hello again," she said, her mood understandably brighter than it had been a few hours ago, "Big Mac an' I are heading on home. We gotta catch up on our work at the farm and this room's starting to get a mite cramped anyway. Y'all better take care of this guy now."

Carrot Top, who was standing right at the head of Noteworthy's bed, managed a weak smile at this sentiment. Applejack gave Big Mac a nudge to tell him it was time to get going.

"You get well soon, ya hear?" he said to the patient, who closed his eyes briefly as an indication that he'd do his best.

Noteworthy was in terrible shape. His entire lower body was wrapped up and his blue coat had lost its sheen. He had barely spoken since waking up and was too weak to do anything for himself.

The three other ponies stayed and talked with him for a good while, though he wasn't in any condition to say much back. Eventually, evening came around and Nurse Redheart entered the ward to ask them to leave for the night.

"We'll be back tomorrow, okay Noteworthy?" said Berry, "Hopefully you'll be feeling better and we can talk about… stuff."

The ponies had avoided talking about the circumstances that had led to him being in this position because they wanted to avoid upsetting him and, as yet, they had no clues to work on anyway. Berry and Lyra walked out together.

"So, ah," said the unicorn tentatively, "I haven't had a chance to ask about what you and Carrot Top got up to today."

The earth pony stopped walking and she had to take a moment to collect herself. When she spoke, her voice was quiet and faltering.

"We couldn't allow Pinchy and Noi to stay in Ponyville any more, not with a killer on the loose," she said, "Canterlot isn't running regular balloon ferry services at the moment, so they couldn't stay with our parents. Luckily, Carrot Top had a friend in Manehattan who could look after them, so we spent the whole day travelling to and from there."

She coughed to clear the lump in her throat. "It was difficult. Facing up to the fact I couldn't protect her, couldn't guarantee her safety. The worst part of it was she didn't want to go, that's what made it so hard to say goodbye. There were tears. On both sides."

She stopped, squeezed her eyes shut. Lyra couldn't help but be affected herself.

"You should stay over at mine," she said, "I think you need a friend tonight."

Berry nodded, her eyes still closed, and managed a grateful smile.

The two friends left the hospital. Carrot Top was still in Noteworthy's ward, talking to Redheart.

"You don't mind, do you?" asked the yellow-coated earth pony, "I promise I won't be any bother. I just don't think he should have to be alone."

"Well, I suppose… given what he's been through, having a friend by his side will probably aid his recovery," said the nurse, "We should have a spare blanket and pillows so you can hunker down. Haven't got any beds spare though, I'm sorry."

Carrot Top sighed happily, grateful at being allowed to stay. "The floor will be fine," she said with a smile.

Noteworthy turned his head after Redheart left and weakly uttered: "Thank you."

Carrot Top's voice was low, affectionate. "After what you've done for me, there's nothing I can do that can thank you enough. I owe you so much. You're a hero, Noteworthy."

She nuzzled her head against his then settled on the floor beside him, where she would spend the night.

****

Berry went into Lyra's home first and was surprised to see how sparse it was. There were no decorations and only the bare essentials as far as furniture was concerned.

The large main room only contained a sofa that, as comfy as it looked, seemed at odds with the vast expanse of wooden floorboards.

"Wow, this place is very… minimalist, isn't it?" she said.

"I just buy what I need," said Lyra, not noticing the surprise in Berry's voice, "It's lucky actually – I had considered selling off all of my furniture when I was leaving Ponyville. If I'd done that, then Celestia would have sent me back to an empty house."

"And it's not empty now?" said Berry, bewildered at how she could live like this. There weren't even any pictures on the walls, no reminders of family.

"Would you like something to drink?" Lyra asked, "Perhaps something to eat? I'm guessing you haven't had time for anything much today."

"I could do with a glass of red. Nothing too earthy though, I'd prefer something that'll slip down nicely."

Lyra paused by the fridge, suddenly realising that Berry Punch's tastes didn't match her own. "I was thinking more along the lines of fruit juice, actually," she said sheepishly, "I don't keep any alcohol in the house."

"You don't drink?" The purple pony thought back to last night and remembered that Lyra hadn't touched a drop of Carrot Top's wine. "Okay, fruit juice it is, then. I'll go with grape, if you've got any."

"I'll sort us out a salad as well. Nothing too heavy."

"So her diet's as minimal as her decorating. No wonder she's so slim," Berry muttered to herself, feeling self-conscious about her slightly chubby belly.

She wandered through the main room while her host rustled up some food. The place looked as though it had been barely lived in – either that, or the pony who stayed here had barely lived.

Berry couldn't help but think that Lyra needed a good marefriend to look after her.

There was only one other room that led off from the main area apart from the kitchen, so she took a look inside. There was only one thing inside but it took pride of place in the centre of the room – a beautifully crafted lyre. She hadn't seen an instrument like it since her childhood in Canterlot.

Lyra came into the main room, concentrating hard as she used her magic to hold two bowls of food and two glasses of grape juice. The two mares sat down to eat.

"How often do you play the lyre?" Berry asked after a few minutes.

"Whenever I have time to relax. Haven't played it since I got my mission from Celestia," said Lyra, "I try to keep in good practice."

"My parents used to take me to see the Canterlot Orchestra when I was a foal. I always enjoyed it."

"I tried out for the orchestra before I became a spy. Didn't get in, obviously," said Lyra.

"I'd like to hear you play some time." Berry swallowed her mouthful and looked down at her half-eaten bowl of food. "This is nice, but I don't think I'm that hungry. I'm sorry."

She climbed up onto the sofa and watched while Lyra finished off her own food. The quiet gave Berry time to think back on the day – up until this point she'd tried to distract herself with other things.

She wondered how her daughter was doing, forced to live in a stranger's home. Carrot Top's friend seemed like a good pony, but she couldn't help worrying.

Lyra took the bowls through to the kitchen to wash up wile Berry remained wrapped up in her thoughts. Ruby Pinch had never so much as gone for a sleepover before. Now she was not just sleeping in a different bed, but a different town and one that was far busier than Ponyville. The residents there were of a similar mindset to Canterlot, so there was the culture shock too.

But she couldn't stay in Ponyville because there was no way Berry could guarantee her safety.

Berry's eyes began to sting. All the care she had taken to ensure Pinchy had been raised right, all the effort she had made to keep her safe, hadn't mattered in the end. When it had come to an actual life-or-death situation, she hadn't been able to protect her.

She felt her throat tighten and she squeezed her eyes shut, but there was no way she could stop the tears coming.

Sensing something was wrong, Lyra came back out into the main room and saw her struggling to control her emotions, teeth clenched and cheeks stained wet.

The unicorn rushed over to the sofa just as Berry broke into full-on sobbing. The purple earth pony pulled Lyra tight to her with her right foreleg and pressed her face against her neck, her heaving cries muffled in her coat.

Lyra tried her best to comfort her, trying not to tear up herself so she could stay strong for her friend.

It took a while before Berry was able to form coherent words, let alone sentences. "I wasn't there," she said, her words choked, "If Noteworthy hadn't… if he hadn't…"

"Shush. You can't think like that," Lyra whispered, "You'll end up torturing yourself if you keep thinking about the 'what ifs' and 'if onlys'. We'll find out who did this and when we do, she'll be with you again."

"I can't stop thinking about it. If anything had happened to her, I don't know if I'd be able to carry on."

Lyra simply stood there, trying to support her as best she could. She figured it was probably better to let it all out.

Berry continued, her speech punctuated by sniffles. "I'd do anything for her. Anything to protect her, no matter the cost. When you broke into my house last night, you can't imagine the rage I felt. It frightened me. I wasn't sure how far I'd be willing to go to stop you."

Lyra was unable to hide her alarm at that comment, but she recovered from her shock quickly – and was suddenly all the more thankful that Berry was on her side.

"That's why I can't understand why Celestia would do this to us. Why would she lie about something that could have such serious consequences? It doesn't make sense!" Berry cried.

"You're right. You're right. But we'll figure it out. Once we've had a chance to speak to the princess."

Berry's heaving chokes were beginning to gives way to tired sniffles. There was nothing else Lyra could do but wait for her to regain her composure.

Eventually Berry's tears subsided but she kept hold of Lyra, using her as an anchor of support. The mare was emotionally worn out but felt a strange sense of relief, as if the load weighing her down had been lightened.

"Thank you," she said, "Thank you for being here. Today's been dreadful and you've been so kind to me that I..."

She pulled back, still keeping the unicorn in her embrace, and looked her deep in the eyes, their faces almost touching. A moment passed, then Berry let her go and turned away.

"Sorry," she said, "I'm not… I'm just feeling a little vulnerable right now."

"You've got nothing to apologise for," said Lyra, confused, "After what you've been through today, I mean…"

Berry let out a small chuckle, suddenly aware of what a mess she must look. "I think I need to get some sleep," she said wearily, "Have you got any spare blankets?"

Lyra replied in the affirmative and went upstairs to get some extra bedding material – and to find something to wipe off the snot that had accumulated on her neck.

For a second there, it looked though Berry had been about to kiss her. Lyra smiled to herself, thankful that hadn't been the case – how awkward would that have been?

She picked up some sheets and carried them down, then made sure her guest was comfortable.

She was about to go upstairs to bed herself when Berry called out to stop her. She was looking into the recreation room, at the lyre.

Berry seemed almost bashful, which was most unlike her. "I know this is kind of an odd request but… could you play for me?" she asked, "It's just, that instrument has such a wonderful sound and I'd like to listen to something, well, something soothing."

Lyra grimaced, feeling a twinge of guilt. "I've never really played for an audience before," she said, "Not since I failed my entrance exam to the royal academy. It's become something that's kinda private, just for me."

As far as the orchestra had been concerned, the lyre had always been an instrument better suited for a soloist and Lyra hadn't been a strong enough performer to take the stage by herself.

But whenever she played, her music would melt all of her concerns away and she could allow herself to be happy, just living in the moment. She wasn't sure if she wanted to share that feeling with anypony.

The look of disappointment on Berry's face was hard for her to cope with, however. She hesitated, and might even have relented to her request if there hadn't been a knock at her front door at that very moment. She felt some relief as she went to answer.

It was Dr Whooves – his sense of timing as impeccable as ever. Upon seeing him, Berry decided it would probably be best to just try to get some sleep. She didn't know how long he'd be here and she wasn't in the mood to socialise with somepony new.

"You'd better come through to the kitchen. She's had a long day," said Lyra, keeping her voice low.

"I'd imagine so," the doctor said quietly, "And what about you, Heartstrings? How are you holding up?"

"I'm fine," she said, without even thinking about it. She opened her fridge. "Can I get you something? I know you're not a drinker, so you should be easier to cater for."

Whooves closed the fridge door and beckoned for Lyra to sit, his stern expression indicating that he wouldn't take no for an answer. When they were both settled, he spoke with an almost fatherly tone.

"There's something I've noticed about you in the time that I've known you," he said, "Whenever anypony asks you how you're feeling, whoever they are, you always give them a dismissive answer. You're always 'fine' or 'good'. Earlier today, in the hospital, was a fine example of that. You were upset but you weren't willing to speak about it."

"My friends had been through worse. They needed me there to support them. Sometimes you have put others' feelings ahead of your own," she replied, taken aback by what appeared to be the start of a lecture.

Whooves leaned forward. "But you always put other ponies' feelings ahead of your own. That's not healthy. You're a very good friend, Heartstrings, but I sometimes get the feeling that you're hiding something from me."

So that's what this is about, Lyra thought. He was a perceptive pony and she should have known he'd figure out she wasn't quite who she said she was at some point. But she wasn't willing to tell him the truth, not with a potential killer on the loose. She couldn't put him in danger.

Whooves sighed when she didn't reply. "Do you want to know what I thought when I first met you?" he asked.

She remained quiet, trying to work out ahead of time what he was going to say. Coming up blank, she motioned for him to go on.

"I thought 'there's somepony who needs a friend'. Not just an acquaintance, or a colleague, which you have plenty of, but a true friend. Someone you can truly be yourself around."

He smiled ruefully. "And although you've been willing to open up to me, you've never told me everything. There are still parts of your history that I know nothing about, because whenever I bring them up you just change the subject. You still haven't told me what you were doing just before you came to Ponyville."

Lyra turned a shade paler at the mention of it. Her mission to aid the fight against Nightmare Moon. She had been convinced it would end up killing her and had been surprised when it didn't.

Whooves noticed her reaction. "You see, that's what I'm talking about. And now I've got you caught on the subject, without any way of switching to a different topic, you're still not going to tell me anything, are you?"

Lyra closed her eyes, lowered her head. She had tried to push that time of her life permanently to the back of her mind. Tried not to answer the questions it raised about her. Tried not to think back to the way she had felt throughout that mission – sometimes determined, sometimes afraid, sometimes angry, but always proud.

She couldn't look back up at Whooves. She wasn't able to speak about that part of herself, even to him. "I'm sorry," she said, her voice less than a whisper.

He nuzzled against her, forced her to raise her head. "It's okay, take your time. I just want you to know that if you ever need to speak to somepony about it, about anything, then I'm here. Make sure you don't take too long though – I'm not getting any younger."

That comment helped to lighten the mood. Lyra chuckled. "Not getting any younger? You're not that much older than me."

He smiled, despite himself. She had no idea how wrong she was.

"Anyway, you can still attract the mares," she said, adopting a more playful mood, "There's a certain librarian who's still interested in you."

"Changing the subject again, I see," he said, but she pretended not to hear him. Their conversation for the rest of his visit would be made up of her continued attempts to play match-maker.

He was happy enough – he had said all he needed to say, for tonight at least.

But he would tackle her again on the subject and he fully intended to get her to open up to him, and the sooner the better.

Because he knew all too well what his future held.

****

Her attack had failed.

Oh, it had been a successful diversion, all right. Their entire day had been wasted, which meant she was another 24 hours closer to pulling off her revenge without anypony seeing it coming.

But although blood had been shed, there hadn't been anything like enough.

She remembered again the thrill she felt when she dropped the piano, the exhilaration when she saw it shatter against that egotistical stallion's back. A taste of the payback she would wreak against ponykind.

There had been such disappointment when she learned he was going to live. A shame. It would have given her so much more pleasure if the piano had fallen on those two fillies. Imagine the mess they would have made.

She had been admonished for her failure. That had hurt – she was the one doing all the work, she was the one who had the most to lose.

For now, she would have to go to ground, take a lower profile. Her targets would be wary, watching for their unknown attacker. She would have to be careful.

But she needed another distraction. A way to prevent those four spies from getting to Celestia and asking too many questions.

****

Twilight Sparkle let out a protracted yawn, then finally put her quill away.

It was nearing midnight and she'd been hard at work all day, reorganising her checklists and filing systems to ensure she'd never mislay anything again.

She smiled wearily, looking down at what she had accomplished. The perfect system – one master checklist to hang on the wall that gave her a summary of all her other checklists, daily checklists to keep track of all her tasks and back-up checklists that gave basic overviews of every week.

She checked the clock on her desk and gasped – she hadn't realised it was that late. Time had somehow gotten away from her.

After safely packing away all her scrolls and making sure the next day's list was in prominent position on her desk, she stumbled up to her bed and wrapped the duvet snugly around her. She hoped her dreams would be free from nightmares tonight.

Everything was prepared for tomorrow. All she had to do was pick up some supplies from town and then she would finally be able to relax. Her friends had arranged a picnic – she was bringing the cupcakes – and she was looking forward to an afternoon relaxing in the sun.

It was going to be a wonderful day.

Chapter 11

It began shortly after noon. Twilight Sparkle and Spike had spent a busy morning in town picking up supplies, along with negligibly iced cupcakes for the picnic that was planned for later.

She felt happy and relaxed – she had fallen into a dreamless sleep almost the second her head hit the pillow last night. Her chores were finished and she had a few hours to kill before she was supposed to meet her friends. She was considering whether she should settle down with a good book.

Her faithful dragon assistant was tying a bandage around his claw to give it some support, in hopes of easing the cramp he had earned from a long session of checklist ticking. He let out a sigh of relief as the pain in his wrist subsided.

Twilight smiled apologetically. "Thanks for your help this morning, Spike. Take the rest of the day off – you've earned it."

He was more than happy to accept her offer. "Alright! I'm going to bask in the Sun for a couple of hours," he said, already heading for the door. "Speaking of, I'm glad we didn't have a letter for Celestia this week. One more tick and I think my claw would have seized up completely."

Twilight's mood instantaneously flicked from calm to panic. Her friendship report! With the nightmares she had been having recently, it had completely slipped her mind.

Once she recovered from her initial shock, she realised she still had a chance. It was several hours before sundown, which was when her report was due. That was time enough to find a subject worth writing about.

Surely her friends would be able to help her.

****

"You're saying it was my piano? MY piano?" said Noteworthy, a note of outrage in his voice. "Talk about adding insult to injury."

The stallion had slept well and long through the night, exhausted from the physical trauma and the anaesthetics he had been dosed up with. He wasn't yet back to his normal self but he was more verbose than he had been the other day.

His fellow spies were discussing yesterday's attack and had closed the door to the ward. The other patient in the room had been discharged a short while ago.

"The Canterlot guard ran a few checks on the remains yesterday," said Lyra, who was standing at the foot of his hospital bed. "No visible hoofprints and no magical residue."

Berry frowned. "Would you mind translating that last part for the non-unicorns in the room?"

"Right," said Lyra, scanning the room for something she could use to demonstrate. She settled upon a book that was sitting on the cabinet beside Noteworthy's bed and used her magic to lift it up.

"You see the magical aura surrounding this book? Whenever a unicorn casts a spell, the dust in the air becomes magically charged and will reflect the light, making it visible. If you're casting a basic spell, the dust will lose its charge once you've finished.

"However, if it's something that's more complicated or needs extra effort, it's highly likely the dust will retain the charge. Every unicorn has a unique magic signature, so to speak, so if there had been any residue we would have been able to trace it back to them."

"So that's not really of any use to us, then?" asked Carrot Top.

"No, it is," said Lyra, "Because there wasn't any residue, that tells us whoever was responsible didn't find it difficult to lift a piano. It was effortless to them. We're dealing with a very powerful unicorn."

"That's assuming it was a pony," said Noteworthy, "It could well have been another species. A griffin, maybe even a manticore."

Berry shook her head. "I checked the sky just moments after it happened. There was no one in the air, no cloud cover to hide behind. Had to be a unicorn. I don't know of any other races that use magic."

"Zebras do," said Carrot Top, "I'll speak to Zecora, see if she has any ideas."

Noteworthy clicked his tongue in annoyance. "I wish I wasn't confined to this bed. I could be helping you all."

"You're staying here until you're better," she said, adopting an almost motherly tone, "And even when you're out of your bed and in a wheelchair, I'm not going to let you overexert yourself."

Berry made a "snrrrk" sound under her breath. The other ponies chose to ignore her.

"We should make a list of the most powerful unicorns we know," said Carrot Top, "Find out the most likely suspects."

"There aren't any strong magic users in Ponyville," said Berry. Then, one pony came to mind. She looked at Lyra. "Well, except for…"

"Twilight?" Lyra was aghast. "No. No chance. Whoever did this to Noteworthy was crazy. Twilight's one of the most level-headed ponies I know."

"In any case, you should all get moving. Nopony's safe until we catch whoever's responsible for this," said Noteworthy, pointing to his broken lower body. "I'll write to the castle to request an audience with Princess Celestia in the meantime. It's strange that she hasn't contacted us herself yet."

The three mares all agreed to this idea and said their goodbyes. Carrot Top left for the Everfree Forest to speak with her zebra colleague, while Berry Punch and Lyra went in the direction of Horte Cuisine's restaurant with the intention of writing up a list of suspects.

"Who else could have done this?" said Berry, "Which other unicorns are powerful enough to lift a piano without breaking a sweat?"

Lyra thought it over. "In Ponyville, hardly anypony. If you look to Canterlot though, there's an abundance of strong spellcasters. Blueblood, Fancy Pants – heck, the princesses could probably lift a piano shop without any difficulty."

"You're right. And all four of us are originally from Canterlot, so there could easily be a connection… there…" she trailed off, distracted by something.

Lyra turned her head to see where she was looking and almost did a double take. A bedraggled Twilight Sparkle was galloping towards them, her eyes wild and her mane frayed.

She brought herself to a stop right in front of the two ponies, digging her hooves into the road to arrest her momentum.

"Hi Heartstrings!" She was speaking a little too loudly through a frozen grin. "You two seem to getting along well. Two good friends out for a nice walk. No quarrels, conundrums or crises in need of resolution?"

Lyra was dumbstruck. "Er, Twilight? Are you okay?" she asked when she finally found her voice.

Twilight laughed. "Me? Oh, I'm fine, I'm fine! I – I…" The grin fell away as her face crumpled. "No. No, I'm not. I need your help. I really need your help."

"What is it? Are you in trouble?" she asked, now truly concerned.

"I forgot my friendship report for Princess Celestia. It's due by sundown and I don't have anything to write about and if I don't get something together soon then I'll be…" She swallowed hard. "Tardy."

"What, is that all? Why are you so upset?" asked Berry, who was quickly hushed by Lyra.

Twilight leaned forward on her front hooves, almost inadvertently butting Berry in the face. "This is the princess! Princess Celestia! Do you know what'll happen if I fail her? I'll be sent back to magic kindergarten!" She shuddered as she had a flashback to one of her more vivid nightmares. "Or even worse," she whispered.

"Worse than magic kindergarten?" cried Lyra, scarcely able to believe what she was hearing. "Twilight, this is crazy. Why don't you speak to the other Elements of Harmony? I'm sure you can work something out."

"I tried. I tried! But they just laughed at me. Don't sweat the small stuff, they said. We thought you were worried about something important, they said." Twilight pouted unhappily, then apropos of nothing dived on top of Lyra.

"You can help me, can't you? You have a friendship problem I can help you resolve, don't you?" she asked, grinding her teeth. "Please Heartstrings, I need something, anything! What about your love life?"

"Get off me!" cried Lyra, pushing her aside. "Twilight, you need to calm down."

She wasn't listening. Having apparently given up on getting anything from them, she was looking frantically for another pony she could accost for help, her ears twitching.

Her face lit up when she saw Dr Whooves, who was taking a quick break outside his surgery. Here was a chance to complete her friendship report and speak with the stallion she fancied.

She cast a teleportation spell and vanished in a purple flash. Berry reared back in surprise.

"Woah!" she cried, then looked at Lyra. "Did you know she could do that?"

Whooves had his eyes closed and was enjoying the sensation of the Sun's rays on his face when he heard a disturbed whinny from right next to him.

He was more than a little shocked to find Twilight standing far too close to him, with a slasher smile and fully dilated pupils.

"Hello doctor!" she said, moving her face even nearer to his, "Lovely day we're having, isn't it?"

He could only reply with a spattering of nervous splutters.

"So, I was wondering if you'd be able to help me out, you being such an intelligent and handsome stallion and all," she said, tilting her head to the point it was almost horizontal, "You see, I need to write up a friendship report for the princess by sundown but I don't have a friendship report that I can write up by sundown so I was just thinking maybe there's something I can help you with."

She shone a huge grin, squeeing as she did so. Whooves was sweating now, trying in vain to back away from the half-mad mare who kept advancing on him.

"You – you're being awfully forward today, Twilight," he said, "Are you feeling alright? I can get you some medication, if that's what you're after."

She let loose a giggle that ended in an unladylike snort. "Don't be silly. I just want to finish my friendship report for the princess, and to do that I need to help somepony with a friendship problem. So," she said, moving too close again. "Is there anything that a good friend like myself can help you out with?"

"Good friend? Twilight, we barely know each other," he said, desperately trying to extricate himself from the situation. "We've only spoken just the one time. We're more… more like acquaintances really. That's all we are."

All of Twilight's nervous energy left her as she was struck by a heavy, sinking feeling that almost physically forced her to the ground. Her ears flopped forward and even her mane seemed to droop. The only response she could make was a tiny, heartbroken: "Oh."

Whooves felt a stab of guilt as he realised what he had done. "I mean to say, just because we're acquaintances now doesn't mean we couldn't become friends in future. That is, wait, no, I didn't mean what I said, Twilight. You frightened me a little, that's all."

He smiled weakly but she didn't notice. She was staring at the ground, hunched over and trying to keep her tears at bay.

"Come on," he said, nudging her gently. "Tell me what it is you need help with. I'll do anything. Just, please don't cry."

"No, no, it's alright," she whispered, "I'll, I, I have to go now. Got a report to write."

Her voice dissolved as her emotions overtook her and she ran towards her library, barely able to see where she was going.

He felt absolutely terrible. This was why he tended not to make time for love – it always made things far more complicated than they needed to be. His current condition meant a relationship was impossible, especially with Twilight.

It was a tragedy really, because he had felt the first sparks of affection when he had spoken with her at the party that night. If the circumstances had been different…

He was forced to push those thoughts to the back of his mind when he saw an enraged Lyra marching purposefully towards him. He held up his right foreleg defensively and tried to appease her.

"Heartstrings, please! I didn't mean to…" He was interrupted by a smack across the face.

"What the hell was that?" she shouted, "Acquaintances? Acquaintances?! What did I tell you about letting her down gently? You're probably the first crush she's ever had, and you just broke her heart!"

"I'm sorry! You saw how she was. She frightened me – I'm sorry. I'll try to make it right."

"You're not going anywhere near her," said Lyra, who was becoming tearful herself. "You've done enough damage."

She walked away, closely followed by Berry Punch, who glared angrily at the doctor.

"Wait. Heartstrings, I'm sorry," he said, "Please, give me a chance to set things right."

She turned, silencing him with an angry stare. "I don't want to talk to you right now," she said venomously.

He sighed heavily as the two mares walked away. That could have gone better, he thought. Somepony who had lived as long as he had really should have been able to handle a situation like that without causing any upset.

Except it wasn't Twilight's behaviour that had unsettled him, but what it signified: the beginning of the end.

He had expected this to happen, but actually seeing the first signs of it had shaken him to the core. If he hadn't met Twilight and come to like her, this would have been so much easier.

He had a good idea of how this would end. The obvious fear in her demeanour showed how frightened she was of upsetting Princess Celestia. Sundown was edging ever closer and there was little chance she would find something to write about in the time she had left.

If his calculations were correct, this was going to lead to a confrontation. Twilight's fate was sealed.

If he hadn't become fond of her, he would have had no qualms with letting things run their course. One pony's life was nothing compared to the survival of civilisation.

Now he had a terrible conundrum to consider. He could leave it well alone and abandon Twilight to her fate, or he could save her – which would probably ruin Equestria's chances of a happy future.

****

Lyra sipped lemonade through a straw, resting her head dejectedly on her crossed forelegs upon the restaurant table.

She had tried knocking on the library door to speak to Twilight but it had been securely locked. Despite her best efforts, the purple unicorn steadfastly refused to answer it.

Afterwards, she had gone to Horte Cuisine's restaurant with Berry Punch to start drawing up a list of suspects. After about an hour of brain storming, the list consisted of the most powerful unicorns in Canterlot, including members of the royal family. Twilight's name was also included, despite Lyra's protests.

"The trickiest part of all of this is working out a motive," said Berry, "A reason why they would want to attack us – either they hold a grudge against one of us or they know we work for Celestia and are trying to strike at her through us."

Lyra looked up at her disinterestedly, not moving her head, then slurped on her straw in response.

"The only one of us who knows any of these ponies well – except Twilight – is Noteworthy, but he wasn't the initial target. Unless whoever attacked us miscalculated the drop, but I don't think that was the case." She lowered her head and quietly said: "No, if he hadn't saved them then it would have been dead on."

"None of these ponies had any reason to come after us," said Lyra, finally releasing the straw from her mouth. "The only ones who have ever attempted to truly harm anypony in the past few years have been Nightmare Moon and Discord, and they're not around any more."

"True, but there's a chance their influence could have spread. Maybe they affected somepony, somehow."

Lyra frowned at her, guessing what she was implying.

"Look, I'm just thinking out loud," she said, "You have to admit Twilight was acting pretty strange back there. I know as well as you do she would never willingly harm anypony, but neither would any of the ponies on our list. There's something we're missing, something we don't know about."

Lyra sighed. "I hope Carrot Top's having better luck with Zecora. Maybe I should just go and try to check on Twilight again."

The restaurant fell quiet again and Lyra went back to slurping on her soda. They were the only ponies in the venue – not even Horte Cuisine was anywhere to be seen.

Berry tilted her head to one side as she noticed a faint noise in the background, some sort of commotion.

"Do you hear that?" she asked. Before her companion could answer, the earth pony left the table and headed on outside. Lyra disengaged her mouth from her straw and followed her.

The sound grew louder as they headed towards the edge of town. It was coming from behind a small hillock – the pair increased their pace as they realised a fight was going on.

There was a lone, bewildered pony sitting on top of the grassy ridge, looking down on the scene.

"Whooves?" said Lyra, then she gasped as she crested the slope and saw the carnage before her. Just about every citizen of Ponyville was engaged in an all-out brawl, fighting tooth and hoof.

"What the heck's going on?" cried Berry.

"I haven't the slightest idea. I just got here," said the doctor, "I heard the noise and I…"

He was interrupted when a scraggy looking doll sailed through the air and bounced to a halt at his hooves. He looked down at it with a critical eye and realised it had been magically enchanted.

"Hmm," he said, "It looks like it's been infused with a 'want it, need it' spell, but one far stronger than I've ever seen. Why would anypony…"

"MINE!" screamed Berry Punch, diving on top of the doll and picking it up with her mouth. Incensed, Lyra gave chase after her and soon the pair of them were being pursued by the rest of Ponyville.

Whooves watched the insanity unfold in bemusement. He suddenly realised who was responsible for all this. Twilight was the only unicorn in town capable of making the spell this strong, and she had been so desperate to find a subject to write about for Princess Celestia that she would have tried anything.

But things had gotten completely out of control. He was probably the only sane pony left in town – despite his misgivings, maybe he could try to stop this.

He heard the thundering of hooves and barely managed to hop back out of the way in time as Big Macintosh charged past him.

Whooves took another look at the raging battle and realised there was little he could do. He wasn't physically strong enough to get the doll out of there. Somepony else was going to have to step in.

Big Mac narrowed his eyes as he saw his target. It had been captured by Mayor Mare and she was arguing with Derpy Hooves, trying to use her position of authority as a reason why she should be allowed to keep it. Her words were having no effect, mostly because they were totally muffled by the fluffy toy in her mouth.

Big Mac barged into her, then leapt up and caught the doll as it was sent into the air. He whinnied in triumph and increased his speed, intent on putting as much distance between him and his pursuers that he could manage.

But Berry Punch and Lyra were waiting just a few yards ahead of him, ready to attack. Seeing their chance, they jumped up in unison and delivered a double flying kick to his face.

The impact knocked him down and the two mares dived on the doll, both picking it up with their mouths at the same time. They began an angry tug of war, neither of them willing to give up their prize.

They didn't notice Big Mac had got back up until the red stallion launched a counter attack, reclaiming the target of his affection with another desperate charge.

Before the fight could continue any further, there was a blinding flash of light and a wave of magic rippled across the battlefield.

The chaos that had consumed them was replaced by a confused peace. The ponies felt their minds clear and their uncontrolled desire to grab hold of the doll faded away.

There was a moment of silence as they realised what they had been fighting for. A sense of almost universal embarrassment fell upon them, and they quickly dispersed. Only Berry and Lyra stayed behind, both astonished by what had just happened.

"What was that?" asked Lyra, "Just one look at that doll and I lost my mind."

"I hate to say this, but I think your friend Twilight Sparkle was behind this one," said Berry.

The mint green-coated unicorn was about to argue against that idea, but held her tongue when she noticed Berry was pointing at something in the distance.

She gasped – it was Princess Celestia herself. She must have been the one who broke the spell's hold over everypony. Twilight was walking a short distance behind her, her head held low to the ground as they headed towards the library.

Lyra grimaced. It looked like her friend was in real trouble.

"Come on," said Berry quietly, beckoning with her hoof. "We should go after them. If anything else, this might be a chance to get some answers from the princess."

****

Twilight closed the door behind her with a small shiver of trepidation. The princess was waiting for her, looking down on her with a stern expression on her face.

She walked over to her, getting as close as she dared, and met her gaze.

"Would you care to explain your behaviour today, Twilight?"

The young student coughed to clear her throat. "I was late with my friendship report and I couldn't find anything to write about. All this business with Discord made me forget my deadline. I didn't want to disappoint you so, seeing as I couldn't find a friendship problem, I decided I'd make a friendship problem. But things just got out of hoof."

Her voice faltered, but she found the strength to continue. "I failed you. I didn't get my report completed on time. I'm a bad student."

Princess Celestia closed her eyes and shook her head. "You could have easily asked for a time extension. For you to…"

The library door burst open and a rainbow-maned pegasus flew inside, placing herself between Twilight and Celestia.

"Wait!" cried Rainbow Dash, who was closely followed by the other Elements of Harmony. "You can't punish her. This is all our fault."

Celestia narrowed her eyes, annoyed by the interruption. "I'm listening," she said, adopting an air of aloofness.

"Twilight came to us earlier today and told us she was having trouble with her report, but we just didn't listen," said Applejack.

"That was wrong of us," said Fluttershy, "If we had realised how important it was to her, we would have done anything to help her out."

"Yes," agreed Rarity, "We're her friends. We should have paid attention to what she was saying."

Pinkie finished her train of thought. "And not let an itty-bitty problem turn into a ponies-fighting-to-the-death-over-a-doll-so-Celestia-has-to-save-the-day problem!"

The room fell quiet and the atmosphere became uneasy as the princess took her time in answering. Twilight felt her stomach turn as the goddess fixed them all with a condescending glare.

"Are you all quite finished?" she asked, the contempt in her tone shocking everypony in the room.

"Your apology does not make up for what Twilight did to the citizens of Ponyville," she said, before focusing her attention on her student. "In the space of an afternoon, you unleashed more chaos than Discord did in the entire time he was free. He may have turned your town upside down, but he never drove its inhabitants to the point where they were willing to seriously harm each other just for a doll!

"You are supposed to set an example, Twilight. As the leader of the elements, you are supposed to promote harmony throughout the land. I entrusted you with a great responsibility when I selected you to become the Element of Magic. It appears I have made a grave misjudgement."

She lowered her head so she was looking Twilight in the eye. "And all of this over something as insignificant as a friendship report. I set you that task as a simple excuse so you could stay in Ponyville. I thought you were intelligent enough to realise that."

By now, the purple unicorn was so upset that she was trembling. The only thing preventing her from crying was her new-found fear of the princess.

Celestia stood upright. "I need some time to consider what I'm going to do with you. I want you to meet me at the castle at noon tomorrow, when you will receive my final judgement."

She walked past the six stunned ponies and opened the door to leave. She stopped and turned her head. "And you had better make sure you arrive on time. I will not accept any excuses if you're tardy."

On that note, she left the library and almost bumped into Lyra and Berry Punch, who had been waiting outside.

"Princess!" said Lyra, "We've been wanting to speak to you. We were wondering why you set us…"

"Not now, Lyra," she said viciously, "I am in no mood. If you have any questions for me, then you can write me a letter."

She spread out her wings and took to the air, leaving two astonished spies staring at her silhouette as it faded into the night.

Lyra shot a look of deep concern at Berry, then went to the front door of the library to find out exactly what had just happened in there.

Twilight was lying on the floor, sobbing uncontrollably as her friends tried to comfort her. Applejack came to the entrance, her eyes welling with tears.

"Ah'm sorry, girls. Now ain't really a good time," she whispered hoarsely, closing the door slowly.

Berry was visibly shaken. "What's going on?" she asked, "First Celestia pits the four of us against each other, then she doesn't make any response when one of us almost gets murdered, and now she does this to her favourite student? This isn't… this isn't like her at all."

Lyra was unable to respond. A dozen thoughts were swirling round her head at once but one thing had become abundantly clear. The princess, who had ruled over Equestria for centuries with kindness and fairness, was acting completely out of character.

Princess Celestia, who was renowned for her unchanging empathy and care for all living things, had become cruel.

Chapter 13

The four spies made their way through Canterlot castle's corridors, with Lyra and Berry Punch walking side by side while Carrot Top rolled Noteworthy's wheelchair behind them.

Princess Celestia had summoned them as a matter of urgency, so soon after Twilight's disappearance that only Noteworthy had heard about it by the time of contact.

Lyra couldn't see the point of coming all the way to the castle – she wanted nothing more than to join the search parties and try to find her friend. They had had to sneak out of Ponyville to avoid having to excuse themselves from the task.

They greeted the guards outside the princess's throne room, then moved past them and went inside.

It was a long walk through that large, open chamber. Celestia watched them approach, looking down from her elevated position on her throne. As they came near, she descended the stairs to greet them.

The four ponies held themselves upright like soldiers awaiting inspection, growing increasingly uncomfortable as the silence stretched out. The princess regarded them, in no hurry to get on with business.

Finally, she spoke: "When I decided that Twilight was to become the leader of the Elements of Harmony, I had a small, nagging doubt. She had spent much of her life studying and was lacking in social awareness. Not cripplingly so, but just enough that her behaviour would sometimes earn her strange looks.

"She was also more powerful than she realised, and this gave me cause for concern. What if her naivety led her into trouble? What if somepony upset her and she overreacted without thinking about it?"

She pointed to Lyra and Noteworthy. "To this end, I assigned you to watch over her. Keep her in line. Ensure nothing untoward happened. Make certain that she was emotionally stable."

She drew herself up to her full height, her expression turning angry. "You both assured me she was fine. You both told me there was no need to worry. Yet in the past 24 hours, she has completely lost her mind. It started with her erratic behaviour, simply because she was late with a friendship report. I understand that she hassled a number of ponies in town – that should have been your cue to step in.

"Instead, the matter escalated to the point where she caused a riot. A riot, mind you, that both Lyra and Berry Punch took part in."

"Princess, be reasonable," said Berry, "We were under the effects of a spell. There was nothing we could…"

"And now comes this latest development," said Celestia, raising her voice. "This morning, after I debriefed her, Twilight went into the garden. You are obviously well aware of how Discord is imprisoned there, frozen as a statue. It should not surprise you that other villains from Equestria's past are also held there in much the same manner."

It didn't come as a total shock despite the fact the idea had not crossed most of their minds - though Noteworthy had pondered on it before and was unfazed to hear the truth.

He was, however, growing increasingly nervous due to the acerbic tone of the princess's voice.

"Twilight, for reasons best known to herself, cast a cockatrice remedy spell on one of the statues – a stallion known as Krastos, who invaded Canterlot castle many centuries ago and almost killed my sister. In fact, it was his attack that set the events in motion that led to her becoming Nightmare Moon.

"Fortunately the spell did not succeed, but Krastos's head became unfrozen for a time. I know this because it has changed position. There is no knowing what he told her – the only thing I am concerned with is that she has gone on the run. Her dragon assistant reported that she was absolutely terrified.

"And all of this has happened because the two of you failed in your duty," she said, indicating Lyra and Noteworthy. "You were supposed to ensure she was stable and this is the result. Congratulations." Her voice took on a bitter, mocking tone. "Fantastic work, all told. Let's give these two ponies a round of applause."

She slowly clapped her front hooves together, the sound echoing through the chamber as the four spies squirmed in discomfort. Celestia had never behaved like this before. Never. The level of her vindictiveness frightened them.

"Princess?" said Lyra timidly, "What would you have us do?"

Their ruler fell silent for a moment. "Find her!" she shouted, "I want you to find her before she succeeds in causing somepony serious harm. Given her increasingly dangerous behaviour, it's surely only a matter of time. Find her and bring her to me so I can ensure she doesn't do any more damage."

Lyra winced. She couldn't miss the inherent threat in Celestia's order.

"Your wish is our command, princess," Carrot Top said humbly, bowing as she did so. "But first, if you would pardon me, I would like to ask why you set us our previous mission. Why did you tell us to pursue each other?"

She tutted. "What a trivial question. Surely the answer is obvious. I have less need for you now Equestria is largely at peace, so I thought it would be nice for you to find out about each other. The missions I set you were a game, nothing more. I knew you would find out the truth soon enough."

"You could have just told us," Berry muttered.

"And where would be the fun in that?" she asked, "Besides, you are closer now than you would have been if I had just told you the truth. My actions forced you to speak with each other, which you may not have done otherwise."

"That's… that's quite true," said Noteworthy, keen to grab onto anything that sounded like a reasonable explanation. His loyalty to the princess was still strong, despite her recent behaviour.

"We are appreciative your efforts in getting us to meet each other," said Carrot Top, "Although – and please excuse me for this, your highness – we are a little disconcerted by your anger. We understand your concern for your student, but we have never seen you like this before."

Celestia hesitated, taking in what she had said. "That is because you have never before given me reason to reprimand you for failure. All I want is for you to find Twilight. Nothing else matters."

She turned her head away. "Perhaps I have been unduly harsh on you. For that, I… I…" She hesitated, as if fighting some internal struggle. "I apologise. I have not been feeling myself recently – I am a little tired."

She looked back at them, readopting her regal stance. "I have arranged for a chariot to take you back to Ponyville. It should be ready to leave shortly. Now go."

The four spies bowed their heads and exited the throne room, leaving Celestia alone.

They went into the courtyard while they waited for their ride. The statue of Krastos had clearly changed, it was there for everypony to see. His face was locked in a grimace of pain and fear.

"Poor Twilight," said Lyra, "What must she be thinking? The princess has been acting out of sorts lately and Twilight was distraught last night. If I saw something like this without knowing the full story, I'd probably panic too."

"I didn't realise she was so emotionally vulnerable," said Berry, "You saw her yesterday, freaking out over the smallest thing. I hate to think what sort of a state she's in now."

Noteworthy didn't say anything. He was sitting back in his wheelchair, looking up at the frozen face of Krastos.

A royal guard called out and they saw that their ride home was ready to go. They turned and trotted towards the chariot, then Carrot Top stopped as she realised Noteworthy wasn't with them.

He was several yards behind her, his wheelchair still parked by the statue. She couldn't fully see what he was doing, but he was leaning over and had his hooves placed at the point where Krastos's hind leg touched the statue's base.

"Noteworthy? It's time to leave, come on," she said.

The stallion pulled himself back into a sitting position and rolled over to her, using the metal hands attached to his hooves to move his wheels.

"What were you doing back there?" she asked, as the guards helped him into the chariot.

"I was just checking out the statue," he said, "It's hard to believe he was once a pony. There's no indication of it. He felt like stone. That's all."

Carrot Top frowned in bemusement. Noteworthy was a kind stallion and she was starting to really care for him, but she couldn't help but think that was an odd thing to say.

****

When the four spies returned to Ponyville, the town streets were largely quiet. Anypony who didn't have their own jobs to carry out had been sent to try to find Twilight.

The friends headed towards the library and saw Spike sitting out on the balcony, his legs dangling over the edge as he looked forlornly into the distance. Lyra called up to him.

"Oh, hi guys," he said quietly, "If you're not doing anything, would you mind joining the search party?"

"Has nopony seen any sign of her?" asked Lyra. Spike shook his head, then didn't respond any further. It was clear he was in no mood to talk, so they moved out of earshot.

They had already discussed their plan of action on the journey back to Ponyville. Lyra knew Twilight best, so she would team up with Berry and lead their search. As Noteworthy was less mobile, he intended to ask around town to try to learn more about Twilight and whether there was anywhere she was more likely to go. Carrot Top would join him after she had spoken to Zecora.

"Noteworthy, if you find anything out then get Spike to send us a message," said Lyra, "In all honesty though, I'm certain the other Elements of Harmony are going to find her first."

"You're right," said Carrot Top, "She was last seen heading into the Everfree Forest and if she's still there, one of the pegasi will spot her. At the moment, finding Twilight is going to depend on luck more than anything else."

"I get the feeling Celestia only called us in because she needed somepony to shout at," said Berry, "There was nothing she told us that she couldn't have said in a letter."

"Oh, come now," the yellow-coated mare said disapprovingly, "I'll admit she's been out of sorts recently but she has been under a lot of stress, what with Discord breaking loose and this latest problem. Her top student is on the run, scared out of her mind. Celestia called us because she wanted to explain exactly what was going on – when we find Twilight now, we can tell her the truth about that statue."

"And how do we do that without revealing our close ties to the princess?" asked Berry.

"We're wasting time," said Noteworthy, "We've already been delayed too long."

Berry had more she wanted to say, but she relented and the ponies began their hunt.

She and Lyra walked into the Everfree Forest, down the path Twilight had taken inside. They were soon frustrated, however – her trail was impossible to pick up. Other ponies had gone in before them with the intention of following her tracks and they had trampled over them as they went.

The two friends turned their attention to thinking about where Twilight might have ended up. Carrot Top was already heading to Zecora's house, so they decided not to take that route – no point in duplicating work just yet.

However, there was nowhere else in the forest that Twilight was likely to go. Whenever she needed any herbs or other ingredients for spells, she would just ask her zebra friend.

Fluttershy would sometimes go into the forest while tending to animals but, for the most part, ponyfolk stayed well clear of the area. It was dangerous and there was no point putting themselves at risk without a very good reason.

If Twilight had come in here to find a hiding place, then she had ample choice and it would be near-impossible to track her down. The forest was huge.

Berry and Lyra sat in a clearing to debate their options. They couldn't be sure Twilight was even still here, but where else would she go? Her family was in Canterlot but she would be too terrified of getting caught to consider that. There were other towns near the Everfree where she could have sought refuge, though Lyra was uncertain whether the formerly asocial unicorn would trust strangers to help her.

But there was no harm in the two of them going to another town and asking around. Given the absence of any other leads, they decided that was the best course of action.

Rather than risk going deeper into the forest, they walked out from under the trees and followed its perimeter. As they went, they kept a watchful eye for any sign of Twilight.

After about half an hour they spotted Rainbow Dash, who was hovering a short distance above the forest canopy looking very sorry for herself. Her attention was focused on the ground below her, though she occasionally raised her head to look around nervously.

They were debating whether to call out to her when she noticed them and quickly flew over.

"Oh, thank Celestia," she said, her voice strained. "You guys have to help. I've, I've found Twilight."

Lyra was instantly worried – Dash was clearly upset. "Oh no. Is she alright?"

"She's not hurt. She's refusing to speak to me. I found her a little while ago, hiding under a fallen tree, and I went to talk to her and she freaked the heck out. She kept saying she was in danger and my life was at risk just being near her, then I lost my temper and tried to grab her and she just teleported away.

"She must be weak though, because she didn't get that far. I found her again a couple of minutes ago but I need you guys to help me talk to her because, well…" She scraped her hoof on the ground, reluctant to admit to one of her faults. "Let's just say I'm not the most diplomatic pony in Equestria."

Lyra placed a hoof on Dash's shoulder. "Just lead the way. We'll calm her down."

The two ponies followed her as she flew into the forest, slowing their pace as they neared the spot. Twilight was kneeling on the ground amongst some hanging vines, her head leaning forward slightly as she struggled to stay awake.

Lyra stepped forward tentatively, afraid of startling her. "Twilight?"

Her voice was quiet as a whisper but it still gave the unicorn a fright. She leapt to her hooves, eyes wide.

"Heartstrings? Dash! Get away from me, you're just going to try to grab me again!" she cried, rearing up on her hind legs.

"Twi, wait! I'm sorry, alright?" said Dash, "Please don't do a disappearing act again. I want to help you. We're all worried about you."

She shook her head, backing away. "It's too late for me. Stop searching for me. I'm going to be gone soon, I know that, and I don't want anypony else sharing my fate. Leave me be."

"Twilight, what are you talking about?" asked Dash, "I can't abandon you. I won't. You're my friend. But there's nothing I can do if you don't tell me why you're in trouble."

The unicorn squeezed her eyes shut and remained quiet. Lyra stepped forward – Twilight sensed her coming nearer and jumped back.

"Woah there. Easy girl. Easy," she said softly, then looked her frightened friend right in the eye. "This is about Celestia, isn't it?"

Twilight bit her lip, just about ready to turn tail and run. Rainbow Dash lowered her body to the ground, ready to give chase if she tried to escape again. Berry Punch tapped her on the side and shook her head, causing the pegasus to relax her stance.

"Listen to me," said Lyra, choosing her words carefully. "I don't know what you did wrong, but I'm certain we can help you through this. Princess Celestia is a kind and just ruler – no matter what's happened, she can be reasoned with. She's not a monster."

"You don't know." Twilight's voice cracked. "You don't know the truth. You don't know the things I've seen."

"Can you be so certain of what you think you saw? You're tired. You're frightened. You're not thinking straight. There could be a simple explanation. You may not actually be in any trouble at all."

Twilight looked at her warily. Though she was far from convinced, part of what Lyra said hit home. She realised she'd been too consumed by fear to think of anything else other than getting as far away from Celestia as possible.

"We can talk to the princess. A whole bunch of us, together," said Lyra, "She can't do anything to us then, can she? Everypony would find out. And that's going on the assumption that she intends to cause you harm, and you must know that's not the case. Come on, Twilight. I've always looked out for you. You can trust me. Let's go back to Ponyville. We'll get through this. Together."

Twilight hesitated. She desperately wanted to believe that everything was going to be alright. She dearly hoped that there was a legitimate reason why her mentor had turned that poor pony into stone. Above everything else, she wanted to go home.

But in her paranoid state, she had latched onto something that Lyra had said, something that anypony else would have readily accepted.

She raised her leg defensively, regarding the mint green-coated unicorn with a suspicious eye.

"What do you mean, you've always looked out for me?" she said.

Lyra frowned. "What do you mean, what do I mean? I'm your friend, Twilight. Friends take care of each other. They look out for each other."

"But we've only truly been friends for a short time," she said, "Before you came to live in Ponyville, we barely knew each other. And yet you say you've always looked out for me."

Berry and Dash shared a bemused look. The pegasus spoke up: "Come on Twilight, you're being paranoid."

She pouted unhappily at that comment, but it seemed to calm her down a little. Then another thought struck her and she became aggressive again.

"Why did you come back to Ponyville?" she asked, "On the night of the Canterlot party, you were adamant that you were staying there. Yet the very next afternoon, there you were, back in Ponyville. What happened to make you change your mind like that?"

Lyra was concerned now. "I decided I'd miss my friends too much," she said immediately.

"You'd miss your friends too much," she repeated, "Ok. I see. You'd miss them so much that you didn't tell them you were leaving until the night before. You'd miss them so much that you didn't visit to tell them you were back into town. You're lying to me. What are you hiding?"

"Look, I spoke to Whooves that morning and he reminded me of the good times I had in Ponyville, so I decided to stay. It's really not such a big deal."

"So you came back for Dr Whooves, eh? Is that how it is?" Twilight's voice rose in volume and her nostrils flared in anger. "Heartstrings and Whooves. I never stood a chance with him, did I? You set me up with him for a joke, didn't you?"

"Woah, woah, woah. Twilight, calm down," said Dash, flying in between the two unicorns. "You're acting crazy."

"Crazy?" she said, "First you attack me, now I find out Heartstrings is hiding something from me, and you say I'm crazy?"

"Twilight, I'm not hiding anything from you," said Lyra, "Take a minute to cool off. You're upset. It's going to be okay. Celestia doesn't want to hurt you."

"And how exactly do you know what Celestia wants?" she demanded.

Lyra hesitated for just a second but that was all it took to tip Twilight over the edge.

"I knew it!" she cried. Her horn sparked and Lyra felt her body stiffen as a magical aura enveloped her.

"Hey, what are you doing?" said Berry, stepping forward. "Twilight, let her go!"

"No! She's not telling me something, and I'm going to find out what it is!"

The want-it, need-it spell was only an offshoot of a branch of magic that allowed for mental manipulation. Lyra could feel Twilight's spell taking hold of her mind, weakening her self-control.

Rainbow Dash looked back and forth between the two unicorns. Twilight had crossed the line into deep-set paranoia and there was no clear way of pulling her back. Physically dragging one of the two mares away would probably make matters worse. The only way to resolve was with words, but she couldn't think of anything to say.

Lyra whimpered as she felt her mental defences breaking down, no match for the other unicorn's superior power. She clenched her teeth together as she fought the pain.

"Stop it. Please!" she said, "Twilight, I'm your friend. What else do you want from me?"

"What do I want? I want the truth!" Twilight said, "Why did you come back to Ponyville? What's the deal between you and Whooves? I want the truth, Heartstrings!"

"My name isn't Heartstrings!" she cried, finally succumbing to the mental assault.

The area fell deadly quiet. Twilight, her eyes wide with shock, stumbled backwards and fell onto her haunches. Berry Punch's face blanched and she held her hoof to her mouth, unable to speak. Dash stood stock still, staring at Lyra as she remained frozen within the magical aura.

"It's Lyra," she said weakly, her voice trembling. She watched Twilight fearfully as the mare struggled to process the information.

Finally, Twilight spoke: "Who are you? Who are you really?"

Lyra was compelled to answer, but still had enough control to delay giving a truly damning answer. "I was born in Canterlot, in the town outside the castle grounds. I grew up wanting to be a musician, so I…"

"I don't care about your life story!" cried Twilight, a sudden burst of rage causing her eyes to water. "Your name. Why did you lie about your name?"

Lyra winced as the spell increased in intensity. "I'm a spy for Princess Celestia," she said, "I changed my name to keep my family safe. Canterlot is a peaceful place but it's not completely free from crime. I helped to catch anypony who the royal guards needed extra assistance in tracking down."

"You're a spy? You mean, you were…" Twilight tried to swallow past the growing lump in her throat. "You were spying on me?"

Lyra closed her eyes, unable to reply with anything other than a simple, whispered "yes".

The purple unicorn looked down at the ground – the dirt was darkened by the spots of her tears. Her voice was dangerously quiet, barely restrained. "Princess Celestia sent you to spy on me? Why, why would she do that?"

Her spell's power began to dissipate and Lyra regained control of her speech. "Twilight, please. I can't, I can't even begin to imagine how you feel right now but I have to tell you, you are not unique. Celestia has spies in every corner of Equestria, not for any nefarious purpose but because she can't be everywhere at once. She needs us to be her eyes and ears to ensure peace is maintained. Places such as the Everfree Forest and the Tartarus Gate have spies posted to keep watch over them."

"But why me?" she said, her voice cracking. "Why would she need to spy on me? I'm her student. I'm one of the Elements of Harmony. Didn't she trust me?"

"It wasn't a case of trust," said Lyra, "It was a safeguard. One of her many checks and balances that she uses to…"

She trailed off when she realised Twilight's body was shaking, now not from sorrow, but anger.

There was no warning, no time to react. The spell suddenly spiked in power, changing from mere mental manipulation to a violent attack.

Twilight's eyes glowed white with power even as tears streamed down her cheeks.

Lyra screamed as her mind burned with pain, her entire body going rigid.

"Why? Why were you spying on me? Why did Celestia send you after me?" Twilight shouted.

"Celestia's been keeping watch over you ever since the day of your entrance exam! Ever since you lost control of your magic and almost brought the school down! She'd never seen a filly as powerful as you and she was afraid of what would happen if you ever lost control again." Lyra shuddered in agony. "She was worried it could be dangerous."

"Dangerous? Celestia thinks I'm dangerous?" Twilight snarled through gritted teeth, her rage taking over.

"Stop it!" cried Berry, putting herself between the two unicorns in a vain attempt to protect Lyra. "You're hurting her! Let her go!"

Twilight could no longer hear her. She had lost control of her emotions and was psychically lashing out, unwittingly purging her pain the target of her spell.

Rainbow Dash flew up to her friend and started shaking her, trying to force her to release her grip on Lyra. "Twi! Stop it!" she cried.

That served only to enrage Twilight further, though it diverted her attention. She turned to face Dash, who cowered in terror.

Fortunately for the pegasus, Twilight saw the effect she had on her friend and it hit her to the core. Her eyes reverted to normal and the aura around her horn faded.

Lyra collapsed, gasping from the pulsing migraine in her head. Berry rushed over to her.

"What did I… what did I do?" asked Twilight, severely shaken by the ferocity of her own attack. A wave of shock and fear rippled through her as she saw the other ponies' frightened stares.

It was too much for her to take. There was a flicker, then a flash as she teleported herself away.

"Twilight, no!" cried Dash, diving too late at the spot where her friend once stood.

She hovered for a moment, unsure of what to do. Then, with a venomous glance at Lyra, she flew up and away, above the trees, to try to track her down.

Berry watched her go, nuzzling against a tearful Lyra who was on the brink of unconsciousness. Princess Celestia's concern that Twilight would end up hurting somepony had been proven right.

What would have happened if there had been nopony to stop her?

Chapter 14

The walk back to Ponyville took longer than expected, mostly due to the trepidation Lyra felt.

The pain from her attack by Twilight had passed. Berry had given her comfort in the quarter of an hour it took her to recover but there was nothing she could do to calm her nerves.

Her secret identity had been blown right open. A bit of misplaced paranoia on Twilight's part had revealed it all, and in the worst possible circumstances. Now the unicorn was more afraid of Celestia than ever.

The thing that had frightened Lyra most of all was the ferocity of her sudden assault. She had never seen that side of Twilight before – in fact, she wouldn't have believed she was capable of violence, if she hadn't been the victim of it.

And Rainbow Dash had been there to witness it all. There was no way she would keep a secret like that to herself, especially after the upset it caused for Twilight.

The town came into view. Lyra stopped walking, too nervous to go any further.

Berry nuzzled against her neck in a show of comfort and support. "Come on, hun. You have to keep moving. No matter what happens, I'll be here to back you up."

She took a deep breath and sighed, then moved forward. As they approached, they saw a large gathering of ponies in the town square who were locked in an animated discussion. Lyra steeled herself and headed towards them.

The two spies were soon noticed and the other ponies fell quiet. They watched the pair approach – Lyra was the target of accusatory glares and expressions of distrust as she came closer.

Rainbow Dash, her mouth locked in a permanent snarl, flew up and over the crowd to confront the unicorn head on.

"You! You've got a lot of nerve, showing your face around here!" she said, "Twilight's gone. You realise that, don't you? She's gone. Nopony can find her anywhere. And it's all because of you!"

She shoved Lyra hard, causing her to tumble backwards. None of the other ponies spoke – their angry expressions said it all.

The other Elements of Harmony walked through the crowd until they were right behind Dash. Applejack and Rarity looked at Lyra through narrowed eyes, their mouths curved into a scowl. Pinkie Pie's mane had de-poofed ever since the news broke of Twilight's disappearance and she was still slightly tearful. Even Fluttershy appeared outwardly hostile towards the unicorn spy.

"All this time," said Dash, jostling Lyra with every sentence. "All this time you've been spying on us. Watching us. Everything we've done, everything we've said, you've been noting it down haven't you? Well, we're not putting up with it any longer! You're not welcome here any more. Get your stuff together and get the heck outta town!"

"Will you at least give me a chance to explain?" she said, pushing Dash back. "I told you, I work for Princess Celestia! I'm not the bad guy here! She needs ponies like me to keep an eye on things for her, to help keep the peace in Equestria."

"Begging your pardon, girl, but I'd say you've failed in that respect," said Applejack, stepping forward. "From what Dash told us, she was on the verge of getting Twilight to agree to come home when you stepped in and fouled everything up. Because'a you, things have gotten a whole heap worse!"

"Hey, that's not true," said Berry, "Dash came to us for help. She'd already frightened the hell out of Twilight by trying to grab her and drag her home against her will."

The farm pony frowned. "That true, Dash?"

"Well, I, okay – maybe I didn't help matters much," said the pegasus, "But it was Heartstrings here who turned Twilight into a quivering wreck!"

"She's not Heartstrings," said Pinkie, "She's a liar. A fraud. Nothing that she said or did was true, it was all an act. She's a spying, lying, fraudifying Fakey McFakington!"

The pink pony's outburst caused her emotions to get the better of her and she dissolved into tears. Rarity and Fluttershy went to comfort her, all the while glaring at Lyra.

"Come on, guys," said Dash, addressing the crowd. "Let's show her what we think about ponies who hurt our friends. Let's kick her out. She doesn't belong here."

Lyra stepped back as the other ponies rounded in on her, led by the rainbow-maned pegasus. There didn't seem to be any way of reasoning with them.

Berry had had enough. She jumped in front of Lyra and reared up on her hind legs, spreading her front legs wide in a protective stance.

"Stop this," she said, "The only thing she's guilty of is trying to protect all of you. You have no idea of the things she may have done to help Equestria - the criminals she's helped to catch, the threats she's prevented. I know you're upset, but think about it: could anypony who works directly for Celestia have bad intentions at heart? All you're doing is looking for a scapegoat when we should be trying to find Twilight!"

The crowd hesitated, realising the truth in her words. Dash, however, was still riled up and wasn't willing to compromise her position.

"It doesn't change what she did to Twilight, whether she meant to or not," she said, "Stand aside. I always knew there was something off about her – never going out that much, always playing that weird harp thing by herself. It's always the quiet ones, isn't it?"

"I won't let you talk about her like that!" said Berry, "She's a good mare with a kind heart! If you want to get to her, you'll have to come through me!"

Dash snorted. "What are you, her marefriend? If you think I'm going to let her get away with…" she trailed off, noticing a cluster of white sparks in the air above them. "What the heck is that?"

There was a bright flash. When the ponies reopened their eyes, Princess Celestia was coming down to land beside Berry and Dash.

The crowd gasped as one and moved back to make room for her. Dash's bravado left her and she joined the others in bowing before their ruler. The goddess of the Sun regarded the gathered ponies grimly – she had come immediately after receiving a message from Noteworthy.

"I suppose you want an explanation," she said impassively. The ponies remained in a bowing position, with only a couple daring to look up. Dash was among those brave few, though she quickly averted her gaze when she caught Celestia's eye.

"Rainbow Dash," she said, "For a pony who is supposed to represent the Element of Loyalty, you are disappointingly quick to turn on a fellow resident of Ponyville."

"But she's been spying on us! She…" She stopped as she realised she was speaking to the one responsible for giving Lyra her mission.

"Yes, she has. Under my command. Everything that she told Twilight was true and everything she has done has been aimed at protecting Equestria. Your behaviour towards her is not acceptable, Dash – and that goes for everypony here."

The crowd remained silent, downhearted after their admonishment. Berry stepped aside as Celestia walked towards Lyra.

"As for you, Lyra," she said, "There's not much more I can say. You are well aware of the severity of your failure. The finer details of how much blame can be laid on your head will be worked out later, as will the level of your punishment. All that matters now is finding Twilight before something terrible happens. As much as it grieves me to say it, my student has become highly dangerous."

"Dangerous?" said Lyra, "Your highness, please – she's lost, tired, confused. She doesn't mean harm to anypony, the situation just got out of hoof…"

"She launched a violent mental assault on you that, if sustained, would have resulted in brain damage or death. How can you possibly stand there and tell me that she's not dangerous?"

Lyra was unable to respond. There was a murmuring of worried conversation among the crowd, which stopped immediately with one glare from Celestia.

"We need to find her this instant. From this point on, I will be joining your search," she said, "I have ordered a contingent of the royal guard to go to the other districts of Equestria but the hunt will be co-ordinated from here, led by the other spies I have planted in your midst."

Berry held her hoof to her mouth in shock as Celestia walked up to her.

"Berry Punch, get Golden Harvest and Noteworthy and meet me back here as soon as possible. The three of you know this area better than anypony in town."

The purple earth pony felt her legs buckle but she managed to stay upright. After recovering, she ran off towards Noteworthy's house, trying to avoid meeting the astonished gazes from the crowd.

****

Minutes later, Celestia and her spies were gathering teams to effectively search the area around Ponyville.

The ponies were shocked to learn that Berry Punch, Carrot Top and Noteworthy had been keeping tabs on them, but the impact had been lessened by the earlier revelation about Lyra. They were much more willing to forgive them, especially with the princess there to call the shots.

This left Lyra as very much the outsider. She had been outed first, making her the target of Ponyville's ire – not to mention the fact she was, in part, responsible for Twilight's current distress.

The other spies were put in charge of three separate search parties.

Carrot Top, with her in-depth knowledge of the Everfree forest, was made the leader of the largest team. They would hunt through the undergrowth for any sign of the princess's errant ex-pupil. The pegasi were ordered to take care of the areas that were known to be dangerous, as they would be more able to escape at the first sign of trouble.

Berry Punch had the second largest squad, which would visit the neighbouring towns. She had friends all over and knew the right ponies to ask for information.

That left Noteworthy's team, which would remain in Ponyville and only check the immediate outskirts. As he was less mobile, he would stay at home just in case Twilight returned.

Princess Celestia stood outside the town library, in front of the gathered search parties.

"You have your orders," she said, "I shall be scouring Equestria by myself, but should any of you find her I want you to contact me immediately. Spike will send me a message. Now go."

Twilight's assistant stood beside Noteworthy as they watched the teams depart.

The young dragon sighed sadly. He felt completely helpless – all he could do was wait and hope for somepony to find her.

Noteworthy had other ideas. He took grip of the wheels on his wheelchair and moved away, heading for his house.

"Hey, where are you going?" asked Spike, "Celestia said we were supposed to stay here."

The stallion paused, holding his chin as he thought something over. He turned to Spike. "Can you keep a secret?"

"What? What's this about?"

"You promise me that you'll keep this to yourself, okay?" he said, "Leave a note on the library door to tell anypony that comes by that we've gone to my house. I'm not willing to just wait around. I have something that can help us find Twilight Sparkle."

****

Time was passing by so slowly. It had been days since her last attack. Days since the last bloodshed, and even that had been unsatisfying.

She needed something more. There were only two days to wait now, two days until this was all over, but her thirst for vengeance was making her impatient.

The little voice inside her that had told her to wait so far was being drowned out by the others – make them suffer, make them pay, imagine the release you'll feel, the pleasure of seeing them broken at your hooves, begging.

She didn't know how much longer she could hold it off. She was already marking out potential victims. Ponies who wouldn't be missed if they suddenly disappeared. Ponies who had enemies in town.

The prime candidate was clear, especially after recent events. Heartstrings – or to give her her true name, Lyra. If she was killed, there would be a huge number of suspects.
Nopony would suspect. The plan could still go ahead as scheduled.

But no, she had to wait. Just a little longer. Just a little longer.

****

"Twilight? Twilight, come out. We just want to help you."

The purple unicorn nestled herself within the forest undergrowth, trying to make herself as small as possible while the other ponies passed by, their torches shining in the night. Evening had fallen a few hours ago and the forest was turning pitch dark.

She could cast an invisibility spell for reassurance but she was tired, drained. No, if she was to defend herself against Celestia, then she had to conserve her strength. Now she knew the truth - that the princess thought she was dangerous - a confrontation seemed inevitable. With all of Ponyville out searching for her and heaven knew who else, escape seemed impossible.

There was no way she could protect herself on her own. She needed allies. Her friends were out of the question, as was the rest of ponykind. They were too loyal to the princess and would never turn against her.

What she needed was someone who was an outsider. That was why she had returned to the Everfree forest. If there was anyone who could help her, it was Zecora.

The search party had moved on, their voices distant. Twilight pulled herself forward on her stomach to the edge of the undergrowth she had been hiding in, then peered out to see if the coast was clear. There was nopony in view.

Moving as quickly and quietly as she could, she lifted herself up from the muddy ground and extricated herself from the prickly branches. The dead tree in which Zecora had made her home was nearby.

She kept low, staying on high alert for any traps or other surprises. She didn't believe the area would be left unguarded, they had to know that she might try to contact Zecora.

Soon the tree hut came into view. It lay in a clearing and the only sign that anyone was here was the candlelight flickering from within the window.

Twilight tentatively walked up to the front door that was built into the trunk, gingerly raising her hoof and knocking twice.

There was no response for a short while and she was hit by a sudden instinct to run.

Before her nerves could get the better of her, the door opened slightly and a familiar face showed itself through the gap.

"Twilight, my dear – why are you here?" It was Zecora – her expression showed concern, so there was a strong chance she already knew the answer to her question. But, more importantly, she appeared to be alone.

The unicorn felt an overwhelming sense of relief to see a friendly face at last, someone she was certain she could trust. She pushed her way into the zebra's hut and wrapped her hooves around her neck, inadvertently pulling her to the ground.

"Zecora, you have to help me," she said, her voice strained. "I've made a terrible mistake and now Celestia and all of Ponyville is after me."

"I would like to help you, but first you will have to let me up," she said, gently pushing the upset and muddy mare away. "Now tell me, Twilight, what have you done to anger the goddess of the Sun?"

The unicorn grimaced, then finally realised she would have to tell somebody what had happened if she was going to find a way out of this.

"The princess has several statues in her courtyard," she said, "Discord is kept prisoner there and… and something he said got me thinking, what if the other statues used to be alive as well? What if they were ponies who Celestia turned to stone as well?"

She felt herself beginning to tear up and coughed in a vain attempt to clear her throat. "I cast a cockatrice remedy on one of the statues. I didn't expect anything to happen, but it did, it… oh, Zecora. Celestia's been turning ponies into stone and now she's going to do the same to me!"

The zebra didn't respond for a moment. Carrot Top had visited her earlier that day to inform her of the situation. Zecora had been the only other creature apart from Noi whom she had shared her secret job and identity with, and they had been working together for some time to ensure the Everfree forest remained safe for the surrounding ponyfolk.

Her mission was clear. She now appeared to be the only one left who Twilight trusted – she had to either encourage her that she was not in any danger, or find a way to inform the princess she was here.

"So let me see… you thought this meant you would face the same punishment?" she said, "Princess Celestia is just and kind – do you not think your troubled mind has amplified your darkest fears, while your friends all sit at home, in tears?"

"There's more to it than that. I was already in Celestia's bad books. She was planning to send me away to the Griffon Kingdom, for goodness' sake! And I found out just recently, she… she's been spying on me."

She gasped. Carrot Top had not informed her about this. No wonder the poor mare was acting so paranoid – though she wondered how much she really knew.

"A spy? Well then, something's amiss – tell me how you learned of this."

"It was Heartstrings. I thought she was my friend, but… Zecora, Celestia's been spying on me because she thinks I'm dangerous," said Twilight, starting to cry. "Now she's coming to make sure I'll never be a threat again, and I'm tired, I'm confused and I don't know what to do!"

She began to sob and pressed her head against the zebra's neck, letting out all of the emotions that had built up over the course of the past day. Zecora stroked her mane gently, trying to soothe her.

Eventually the tears subsided. They had helped – Twilight felt relieved, somehow, as if she had lessened some of her burden by sharing it with her friend.

Zecora's concern had deepened, however. It was clear that Twilight was too out of it, too lost in her fear, to be reasoned with effectively. It would be far better to encourage her to sleep, so the royal guard could pick her up without any trouble.

She passed the unicorn a towel so she could clean herself up, then led her to a corner of her hut.

"I can understand your fear. You are welcome to stay here," she said, "You are exhausted – perhaps it's best if you take this time to get some rest."

She indicated towards the blankets on the floor that she normally slept in. Twilight sniffled, then nodded her head.

"Y – yes. I'm so tired. You're probably right," she said, then held a hoof to her forehead. "I don't know how I'm going to fall asleep when I'm feeling like this, though."

"My dear friend, I quite agree. Let me find a remedy." Zecora scanned through the various potions, pills and concoctions on her workbench to find something suitable. She lifted up a plant root that was used in medicines to help to calm the nerves – in its untreated form, it was quite potent.

"Chew this root and you will sleep for a few hours – nice and deep."

Twilight took the plant from her and placed it in her mouth, then wrapped herself up in the blankets. Zecora smiled with relief and watched over her friend for a while, to ensure she fell asleep. Soon, her nightmare would be over.

But Twilight had no intention of drifting off just yet. Once she was completely covered up, she spat out the root and waited until Zecora was certain she was unconscious. As the zebra walked away, Twilight made a gap in the blanket so she could keep watch and see what she did next.

Zecora opened a drawer and pulled out a sheet of paper, then picked up a featherless quill with her mouth and began writing. Her message was finished quickly – it couldn't have been more than a sentence long.

She let out a whistle and, after a short wait, an exotically-coloured bird appeared at her window. She rolled up her message and attached it to the bird's leg.

She spoke in a low whisper: "Take this missive and do not stop…"

Twilight leapt to her hooves, still covered by her blanket, halting the zebra mid-rhyme.

"What are you doing? What are you – agh!" The unicorn's hoof got caught in one of the folds, causing her to trip. She growled in frustration and, instead of simply untangling herself, used her magic to tear the blanket apart.

When she looked up, the bird was gone. Seething with rage, she advanced on a worried-looking Zecora.

"Who did you send that to?" Twilight shook her head. "No, don't answer – I know already. How could you betray me like this? You were the last one I could trust! How could you do this?"

Zecora held up a foreleg in self-defence. "I'm only trying to do what's best. You really should just try…"

"No!" she shouted, "You think I'm just going to wait for Celestia to catch me? You think I'm just going to lie down and die? I'm not giving up!"

She ground her teeth together as she marched up to Zecora, getting so close their faces were almost touching. "There's still hope. I'm not finished yet! If I can't rely on my friends, then I'll just have to find someone else to help me! And I'm not going to let you stand in my way!"

The zebra pressed herself up against the wall, flinching away from the spittle flying from the enraged mare's mouth.

"Twilight," she said, so shaken that she broke her normal speech pattern. "Twilight, what are you going to do?"

The unicorn took a step back, looking down at her former friend with contempt. "I'm just trying to defend myself. That's all. Don't follow me."

With that, she turned her back on Zecora and left the hut, being careful to avoid the attention of any search parties.

Zecora breathed a sigh of relief. For a moment there, she had believed Twilight was actually going to attack her.

At least she would be able to pass on a clue to Celestia, when she got here. Twilight said she intended to go to someone else for help, someone who wasn't a friend. It was just a case of working out who that could be.

****

Several hours had passed. It was past midnight and although it was still pitch dark, the sky was starting to grow lighter.

Twilight had a short time left to do this – it would be morning soon. It had been a tough journey, made slightly easier by limited use of her teleportation spell. Once she had left the Everfree forest there had been fewer search parties but it had been harder for her to hide herself.

But hopefully it had all been worth it, even though she still couldn't believe she was actually about to go though with this.

She had racked her brain to come up with someone, anyone who she could definitely trust to help her, but no-one had come to mind. That left one other possibility – was there anyone who would be willing to fight Celestia, even if they couldn't be fully trusted as an ally?

She hesitated at the edge of the lawn – she had engaged her invisibility spell several minutes ago to protect herself from prying eyes. This was massively risky but she was desperate. There was no-one else she felt she could turn to.

She looked up – ahead of her lay Canterlot Castle. Most of its lights were dimmed. Only the night guard would be up at this time but she had to be careful. One false move and she would be discovered.

Her heart pulsing, she stepped forward into the courtyard where her nightmare had begun. Celestia's victims remained frozen in place, held in stone forever – unless somepony could free them. There was one statue that Twilight was interested in. The being who had alerted her to the truth about her mentor.

Discord.

Nothing he had done could be classed as evil, she told herself. It was just mischief, really. Sure, he took sociopathic pleasure in making ponies' lives miserable, but was he dangerous?

No. If Celestia could class her own student as dangerous, then her judgement couldn't be trusted. Discord was just misunderstood.

Twilight, still cloaked by her magic, looked up at the draconequus with determination.

"Discord," she whispered, "I don't know if you can hear me, but going by what you said earlier I have a feeling that you can. I'm here to… oh, this is going to sound crazy, but I'm here to ask for your help.

"What you said before, about the princess turning ponies into stone. I didn't even consider it at the time, but then the thought took root. It grew. I had to find out the truth and, and…"

She sighed heavily, trying to keep her emotions in check. "You were right. Now the princess is after me. You're the only one who can stop her. I know you won't help me without a price, so I'm going to offer a deal. You save my life, and I'll let you roam free. I won't make a move to stop you, you can do whatever you want. Just… just make sure that nopony else suffers your horrible fate."

Twilight stared up at Discord's face, still frozen in the fearful expression he had when he was hit by the Elements of Harmony. There was no way of telling whether her message had gotten through but she couldn't delay it any longer.

Concentrating hard, she cast the cockatrice remedy on Discord's statue. She maintained her invisibility spell but she couldn't hide the glow of her magic. She had to work fast.

Her spell had no effect but she wasn't concerned yet. Like before, she would have to increase the power before it worked.

Digging deep into her reserves, she pushed harder, keeping a keen eye for the first signs of the draconequus coming to life.

Still nothing. The enchantment placed on Discord felt different to the one on the pony she almost freed that morning, but there was no reason why that should be the case. Surely they were both under the same spell.

It was a subtle difference but Twilight could tell that something wasn't quite right. The stone curse on Discord wasn't just resistant to her spell, it was actually fighting back. There was something else keeping him as a statue, something much more powerful than Twilight could deal with.

She stopped her spell. There was nothing she could do. Her last hope had been exhausted.

She fought the urge to cry. It seemed hopeless, but giving up was not an option. She would have to think again – perhaps there was another way she could save herself.

"Twilight Sparkle, what are you doing?"

A stab of horror spiked her in the chest and she froze. She recognised that voice – its majestic quality, with a tone of shocked disappointment.

She turned around, her movement slowed by her almost primal fear of being caught.

There they stood in the light of the castle doorway, their silhouettes instantly recognisable.

Princess Luna, the goddess of the Moon.

Her brother Shining Armour, commander of the Canterlot royal guard.

And behind them were about a dozen of the castle's elite guards, their weapons gleaming in the moonlight.

Chapter 15

Twilight froze, her heart thumping so hard in her chest that it made her body tremble. A dozen guards stood at the entrance to the castle garden, accompanying Princess Luna and her brother Shining Armour.

She didn't move a muscle, hoping against hope that they would believe they had got it wrong, that she wasn't out here. She was still cloaked by her invisibility spell – the only way they could have discovered she was here was by the aura given off by her magic, when she attempted to free Discord. Perhaps, if she stayed quiet, they would believe it was just a trick of the light.

Princess Luna stepped out onto the lawn, her expression stern. "Twilight, please make yourself visible. We are not going to hurt you. We know you are here because we heard you talking."

She felt the last flicker of hope fade away. They had heard her? That was impossible. The main castle building was several feet away from the courtyard and she had whispered as quietly as she could.

"Twiley, please," said Shining Armour, "We're all worried about you. This has all been a terrible misunderstanding. Let us explain."

The sound of her brother's voice was soothing, but not enough to bring her down from the heights of terror. However, it did convince her to cancel her invisibility cloak. They knew she was here anyway, so there was no point in it any more.

Shining Armour's look of concern deepened when he saw the state she was in. She hadn't slept in more than 40 hours and it showed. Her eyes were wild, unfocused and the area around them were darkened by her tiredness.

Her underbelly was still dirty from the time she had been hiding in the Everfree forest, and the rest of her coat was unkempt. Her bedraggled mane was frayed and out of place.

"Sis…" He began to walk towards her and she panicked, backing away and bumping into Discord's plinth. She looked up at his statue and let out a squeal of horror, then her horn flashed as she tried to cast a teleportation spell. Nothing happened, save for a few sparks of magic.

"Okay, calm down," he said, holding up a hoof. He was on the lawn, several feet away from the courtyard, but given her state of mind he thought it was unwise to get any closer. "That's not going to work, Twiley. I've set up a protective shield around the entire area. Nopony's going to be able to get in or out. It's just going to be the three of us and the guards, nopony else. We're just going to talk this out, okay?"

Twilight swallowed hard, trying to steady her nerves. If there was anypony left in Equestria who she could trust, it was her big brother.

She tried to speak but found herself unable. Despite the fact she knew he would never do anything to hurt her, there was a voice in her head screaming at her that he wouldn't be able to protect her from Celestia.

"Eyes on me, okay?" he said, "Just focus on me, Twiley. I'm here for you. Princess Luna's going to explain what you saw. It's going to be alright. Believe me."

She let out a shuddering breath and did what he said. Luna came forward, next to him.

The princess spoke calmly and quietly. "Twilight, you were already aware that Discord was imprisoned here, as a statue. My sister cast that spell on him. She holds power over the Sun's energies and the turning of the seasons. Her control over the elements includes the ability to restore life or hold it in stasis – something that was greatly needed after the devastation that Discord's rule wreaked on our planet. He had damaged the natural order of things so seriously that the world was unable to function without our help.

"Even after all he had done, my sister did not believe in capital punishment. To take another life would make us just as bad as the villain we had overthrown. That was the code she instigated in the first days of our rule, and one that we have lived by ever since.

"But Discord was too dangerous, too powerful to be allowed freedom. Our victory against him was hard won. I had been all but defeated. I combined my power with my sister's in one, final, all-or-nothing effort. Using her own innate ability, enhanced by the Elements of Harmony, she froze him in stasis."

Twilight looked up at the princess, her fear slowly leaving her. Luna's voice was having a calming effect on her, and it sounded like she was building up to a reasonable explanation of why that other pony had been imprisoned in stone.

Luna and Shining Armour came a little closer, up to the edge of the courtyard. This time, Twilight made no move to escape. The guards remained in their positions just outside the castle.

"The spell was incredibly powerful, cast using my sister's very last reserves. We thought it would hold forever but, as you know, that was not the case. We are uncertain how, exactly, Discord managed to break free. It could not have dispelled by a single effort. We believe that, on a subconscious level, he must have been chipping away at the curse over the course of several centuries, gradually whittling it down.

"And that is something we are going to have to consider seriously. For around you, Twilight, are the most notorious villains in the history of Equestria. Beings so powerful that the only way we could stop them was to inflict the same fate upon them."

Twilight held a hoof to her chin, looking away as she contemplated Luna's words. She believed everything she had just heard, but she wasn't willing to relax just yet.

Shining Armour noticed her pensive mood and tried to reach out to her. "Come on, Twiley. Come inside. We can get you cleaned up and you can hear the rest of the story in the warm."

"Not… yet," she said cautiously. "Not yet."

Luna looked at Shining Armour to gauge his reaction, then continued. "As I said, my sister and I vowed to never take a life, no matter what our enemies had done. The ponies here are guilty of a multitude of sins – some tried to overthrow us, to turn Equestria back into a dictatorship. Others committed murder. All of them were deemed too dangerous to be allowed to roam free."

"Too… dangerous?" Twilight repeated, a small spark of fear reigniting inside her. She tried to snuff it out, resolving to hear what else Luna had to say.

"That's right," replied the princess, "And as you can see, by the small number of statues here, it is a punishment that is very rarely meted out. In fact, there is only one statue that was not here before my banishment. Given the peace Equestria enjoys now, I believe there will never be another."

The purple unicorn waited a while, to see if the princess had anything more to say. Shining Armour watched her, uncomfortable at her lengthy silence.

"So, they're just going to stay here forever?" she asked. Luna nodded, her expression dispassionate.

Twilight gave a worried frown. "But… that's horrible. No matter what they did. They're neither alive nor dead, they're just frozen in time. There's no chance of reconciliation or reintegration, no way for them to redeem themselves. And if they are as beyond redemption as you said, then why keep them this way at all? Wouldn't Equestria be put in danger if they ever got free?"

"That is something we're looking at, Twilight," said Luna, "Especially given Discord's recent escape."

The young unicorn gasped as another thought struck her. "Discord. That's, that's right, there was something he said. 'It's quite lonely being encased in stone.' Do you have any idea what that could mean? That he was sentient the whole time he was trapped?"

"Twilight, I'm quite sure that wasn't the case," Luna said immediately, but then her eyes widened after she gave the idea a second's thought. She quickly resumed her neutral expression, though her mind was racing. Twilight had unwittingly offered an explanation as to how Discord had the presence of mind to break free from his stone prison.

"Can you imagine that?" Twilight cried, "Centuries upon centuries of being alive but completely locked in. Not being able to see, hear, speak or touch. Nothing but your own thoughts for company. No wonder Discord behaved the way he did when he got free – he was letting off steam, having fun after an eternity of misery. And now, because of Celestia, I've sentenced him to face it all over again!"

She stopped to catch her breath, exhausted by her outburst. Luna looked to Shining Armour for support and he inadvertently took a step back, disconcerted by the horror his sister had detailed.

Luna herself was starting to question what she had done. She and her sister had always seen their method of dealing with their enemies as merciful. After all, when mortal ponies were turned into stone they never had any memory of their time in stasis. They had assumed that more powerful beings would have the same experience. There had never been any reason to suspect otherwise, until Discord had broken free.

If their enhanced power allowed them to retain some kind of sentience during their imprisonment, then their punishment was worse than death. It was an eternity of torment.

"There's another thing," said Twilight, "Luna, think about what happened to you. When Celestia sent you to the Moon. You were trapped there, but you still had freedom to move, to exist. That was only because you're her sister. If not, you would be with these ponies here, forever."

"Twilight," Luna began to speak, but stopped when she noticed the tremor in her voice. She forced herself to regain her composure. "Twilight, I have no memory of my time on the Moon. No memory of my time as Nightmare Moon. My sense of self was consumed by an outside force."

"But I'm right, aren't I? If you hadn't been her sister…"

"That is enough, I beg of you," she said, raising her hoof. "You have raised some… difficult questions. It would be better if we discuss them with my sister when she arrives. This is something she needs to hear."

The mention of Celestia caused fear to rise within Twilight again. She stepped forward, coming to the middle of the courtyard.

"You can't, you can't expect me to stay. Not knowing the truth. Not when you know what she's going to do to me."

"What are you talking about?" asked Shining Armour, suddenly very concerned. "Twiley, you heard what the princess said. Only the most dangerous ponies…"

"Celestia thinks I'm dangerous!" she cried, "She's been keeping watch over me ever since she accepted me as her student. That's why she accepted me as her student! She even employed spies to keep tabs on me when she couldn't be around. Heartstrings told me so herself – she's the one who warned me Celestia thinks I'm a threat, and I know she was telling the truth because I had her under a spell. You have to let me go!"

"Twilight, I can promise you that she doesn't think that about you," said Luna, though she knew that was a lie. The unicorn was right – Celestia had taken her as her protégé to ensure the powerful mare was kept under control. "I can understand your fears and I know that you're under a lot of stress, but I can't let you go."

"You saw me, didn't you?" said Twilight, now truly afraid. "You saw me trying to release Discord. You think I'm dangerous as well."

Luna grimaced, realising she had just lost the young unicorn's trust. She turned to her brother for help. "Shining Armour, what say you?"

His concern was etched into his face. "I think… I think we should speak to the princess first. Before she has a chance to see Twilight."

"Very well," she said with a sigh. She offered a hoof to Twilight. "Come with me. I will ask the guards to find you somewhere to rest while your brother and I discuss the matter with my sister."

"I'm not going with you," she said, shying away. "You're just going to put me in a room somewhere, then, no matter what Celestia says, you're going to turn me over to her. Let me go. Shining Armour, turn off the barrier. Let me teleport out of here."

"Twiley, please. Try to see reason," he said. Behind him, his team of guards were mobilising into position, ready to capture her if she made any attempt to escape. "Celestia means you no harm."

"So, you won't let me go either?" she said, "Well, you can't keep me here. I may not be able to teleport, but if I make it to the edge of the barrier I'll be able to force my way out. I'm not going to let Celestia get her hooves on me!"

Luna shook her head sadly. "Don't do this, Twilight. The guards will catch up to you before you get the chance. Just surrender peacefully. You have nothing to be afraid of. I'm not going to let you escape again and get yourself lost or, even worse, killed because of your paranoia."

With a pang of fright, the young unicorn realised there was only one way she was going to get away from them. Feeling a surge of adrenalin, she adopted an aggressive snarl and slowly lowered herself into a combat stance.

Luna gasped, her eyes wide. "Surely you jest?"

Twilight glanced frantically between the two ponies in front of her, still unsure as to whether she had the courage to go through with this. They were her closest friends in Canterlot castle and she cared for them both.

But Celestia had a terrible fate planned for her, she knew it. Perhaps it was a punishment the princess would deeply regret imposing on her, but it was one that had been a possibility ever since she showed the extent of her power in that incident during her entrance exam.

If Twilight was to survive, she would have to turn on her friends.

Feeling the same trepidation as a pegasus learning to fly does when they make their first leap off a cloud, she summoned the last reserves of her energy to make her last stand.

Her horn glowed, she narrowed her eyes, then she fired off the first bolt of magic as she made her attack.

Shining Armour summoned a shield, protecting the two ponies effortlessly.

Twilight fired again, then again, until a purple barrage of energy was flying through the air in a withering assault.

But the bolts spattered harmlessly against her brother's shield like rain on a window pane, none of them standing the slightest chance of getting through.

She stopped, realising it was hopeless. The guards sprang into action, flying over the heads of Luna and Shining Armour to capture her.

She gasped in horror, feeling the net finally closing in on her. On instinct, she turned tail to flee. Luna looked up and saw the swarm of ponies descending on Twilight.

"Stand down! You could hurt her," she ordered, "I will handle this."

On a simple whim, she cast a spell that froze Twilight's legs in place, forcing her into a standing position. It was the worst possible thing she could have done.

The young unicorn found herself unable to move and immediately assumed the worst – that she was being turned into stone.

If she had the presence of mind to think about it, she would have realised that she wasn't in pain, which was a key symptom of that curse. One look at her legs would have made it clear that her worst nightmare was not coming true.

But she was already frightened and this served only to terrify her beyond reason. First she could only whimper, in denial that this was really happening to her. Then she gave voice to her terror.

"No!" she cried, her anguish piercing the night. She began to buck against the immobilising spell, even though she was only able to move her upper body.

"No! No!" She began to cry uncontrollably, a protracted mixture of screaming and sobbing, as she succumbed to blind, unfeeling fear.

Shining Armour raced to her side and placed a hoof on her side in an attempt to calm her down.

Before he could say a word, she lashed out with a psychic blast that lifted him up into the air and slammed him against a nearby statue. He fell to the ground and didn't get up.

"Twilight, I pray thee – stop this!" cried Luna, the shock causing her to slip back into her old vernacular.

The unicorn couldn't hear her over the sound of her own screaming. She tried casting the cockatrice remedy on herself but, of course, it had no effect. She mistook the fact there was nothing for her spell to heal as proof that she wasn't able to fight the stone curse.

Desperate to escape, she bucked against her immobilisation with her full strength. The only thing she succeeded in doing was dislocating one of her back hips.

Luna heard the sound of it, along with Twilight's heightened screams, and released her from the grip of her spell. The young unicorn collapsed, out of her mind with terror.

"Twilight, thou art free!" said the moon princess, her voice shaking. "We have no wish to imprison thee. Thine cries dost wound our heart, please, calm thyself!"

Shining Armour let out a groan and picked himself up, winded from the blow he had suffered.

Twilight lay helplessly on the ground, trying to find a means of escape even as she sobbed her heart out. In her mind, she was still falling victim to the stone curse - the spreading numbness from her hip exacerbating her misconception.

She couldn't cure herself using the cockatrice remedy, she knew this. The only other solution she could think of was to free one of the other ponies in the hope they would save her.

She reached out with her magic and found the pony she had almost freed earlier – Krastos. With all the effort she could muster, she cast her spell.

None of the other ponies realised what she was doing at first.

The strength of her spell caused a magical backlash, the force of which prevented Shining Armour from getting close to her.

"Twilight!" he cried, "Twilight, what are you doing? Please, just calm down!"

Luna held back, unsure of whether to interject. It was unlikely she could do anything to soothe the poor mare, but it broke her heart to see her friend in such distress.

The guards also stood firm, waiting for some form of command. A couple were murmuring to each other that the only way to stop this was to knock Twilight unconscious, but they wouldn't dare do this to a friend of the princess without her say-so.

Twilight's spell continued its work, revealing Krastos' red mane and then releasing his head from its stone form. He blinked a couple of times as he recovered from the surprise of being free again, then frowned as he saw the situation in front of him.

"What in the name of… why, 'tis you again," he said, noticing Twilight lying near his plinth. Then he looked towards the castle and recognised an old nemesis.

"Luna," he said, a cruel smile curving his lips as the Moon princess finally noticed him.

"No…" she murmured, scarcely able to believe her eyes. Krastos, the stallion who had almost taken everything from her. The demigod who nearly killed her, murdered her closest friend and sent her into the spiral of depression that led to her becoming Nightmare Moon.

Krastos felt Twilight's spell reaching his front legs and tried to flex them, then grunted in frustration as he realised they were still encased in stone.

"Little one," he said to her, "Little one, hurry. I know not what misdeed thou hast committed, but thou must make haste before my fate is yours."

"No!" cried Luna, casting a counterspell almost on instinct. It halted the progress of Twilight's spell, but she was afraid to go any further. She could feel the young pony's faltering mental strength in her magic. If she pushed too hard against Twilight's mind, there was no telling what it could do.

The palace guards came to her side, awaiting her order.

Krastos scowled at the princess, then turned his attention back to the purple mare. "Listen to me well," he said, "The only reason I can think that thou wouldst be in this predicament is that you too hath fallen into the princess' ill favour. Know this – in my time, I was a freedom fighter, trying to overthrow the two sisters' villainous dictatorship. I fought for my people, yet to no avail. I know not how long I hath been trapped here but I know that I can help…"

"Twilight, don't listen to him!" cried Shining Armour, "Think about what Luna said. Only the most dangerous ponies in Equestria's history are imprisoned here. You don't know what you're doing!"

Twilight couldn't respond. She was lying in a broken, shivering heap, fighting to keep her spell going. It was as if she was being driven by a power outside herself, a power she had no control over.

"Freedom fighter?" Luna snarled, struggling to contain her rage. "Thou art nothing of the sort! You convinced your friends that the only way to escape our race's slavery was to have your body imbued with the highest power, to absorb the strength of your tribe's strongest wizards! Once the deed was done, thou henceforth slaughtered every one of them and assaulted the castle!"

She turned to the guards, then nodded her head towards Twilight. "Stop her!"

As one, the armoured ponies walked towards the fallen mare, fighting their way past the psychic storm whirling around her with the intention of rendering her unconscious.

Shining Armour saw their advance and felt a surge of rage, the desire to protect his sister overriding his sense of duty. "Stand down," he demanded, his words coming out as a snarl. They hesitated, but the princess had higher authority so they kept moving forward.

"Stand down!" he cried, placing himself between them and his sister.

"Quite the predicament," said Krastos with a smile. "What wilt thou do, Luna? Kill her? She is but an innocent child."

He turned his attention to Twilight. "Young one, I know you can free me. A little push, and I can release you from your torment. Luna shall receive what she deserves, as will her pretty sister." He smirked at Luna. "As did that foolish mortal who attacked me. He only delayed your fate, princess."

That last comment provoked a flash of rage within the dark-coated goddess. Her power spiked briefly, but that was all it took.

The extra push against Twilight's magical ability overwhelmed her. She felt a sharp pain within her skull, a bursting sensation.

Krastos didn't get a chance to react. Twilight's spell faded immediately and his head was consumed by the curse, turning to stone instantaneously.

Luna stared at his confident expression, now hopefully frozen forever. She exhaled hard several times, trying to exorcise the hatred she felt for the stallion.

Her thoughts were interrupted by the sound of a small, terrified voice.

"Twiley?"

Shining Armour kneeled down next to the mare, who was shivering and struggling for breath, only able to inhale in short, quavering gasps. The strength of Luna's magic had triggered a serious physiological reaction – her vital organs were beginning to shut down.

"Twiley!" He laid a hoof on her face as her eyelids flickered, as she began to fall into unconsciousness. "No. No no no. Twilight, keep your eyes open. Twilight!"

Luna held a hoof to her mouth, eyes wide in horror as she realised what she had done. She walked towards the two siblings hesitantly.

"Stay back! You stay away from her!" he cried, his voice breaking. He lifted her limp body and held her head close to his chest. The young mare had now passed out.

The princess felt a lump rise in her throat, along with a feeling of pure helplessness. She looked around the courtyard, the palace guards staring back at her – their normal stoicism giving way to accusing glares. Shining Armour spoke about his sister so often that it almost felt as if they knew her themselves. If she should die…

Luna was suddenly aware of a presence not too far away from her. It had been there for several minutes but she hadn't fully recognised it until now.

She looked through the gloom and saw her sister, who was watching the proceedings with a neutral expression.

Celestia caught her eye and slowly shook her head. "Luna," she said, her voice emotionless, yet reproachful. "Luna, what have you done?"

"Tia!" she cried, her voice belying the fact she was on the verge of tears. "Tia, you have to help! It's not too late yet, she can be saved! Tia, please – you have to make this right!"

Celestia moved wordlessly towards the brother and sister, looking down upon them with an emotion that verged on contempt. Shining Armour began to weep as he heard Twilight's breathing begin to fail.

Luna watched, growing more horrified with every passing second of her sister's inaction.

"Tia!" she cried, a single word of outrage.

Celestia closed her eyes and her horn glowed. The life-giving energies of the Sun passed through her and into Twilight, acting to heal the damage that had been done. The unicorn's brain's synapses began to fix themselves and her body was imbued with the extra strength it needed to keep its vital functions going.

But then the princess's magic faltered and the aura around her former student disappeared. Twilight was still not fully healed – her life began to fade again. Celestia grunted in pain, then focused harder.

With more effort than it should have taken, she completed her spell. Twilight's breathing regulated as she lay unconscious in Shining Armour's embrace.

Luna sighed in relief, shaken by the young pony's ordeal. It was then that she noticed her sister had broken a sweat. This gave her cause for concern – the spell she had just cast was difficult, but should have been no matter for a being as powerful as she.

Celestia met her sister's eye. "Do you believe me now, dear sister? Do you not agree that my ex-student has proven herself to be dangerous?"

Shining Armour gasped and looked up at his ruler, gripped by shock.

Luna couldn't reply. The night's events had been too much.

Celestia turned to the guards. "Take this mare and find her a bed, but keep a close watch on her. She will be held in the castle until I can decide what I am going to do with her."

"What? What?!" Shining Armour was barely able to contain his anger. "Princess, my sister almost died tonight and you intend to treat her as a common criminal? She needs her friends. She needs to rest. She belongs back in her bed, in Ponyville!"

Celestia narrowed her eyes. "Commander, you forget your place. But I shall be merciful." She spoke to the guards again. "Take Twilight Sparkle to the library in Ponyville and stay there with her. She is hereby placed under house arrest until further notice."

"House arrest? How dare you…" His words caught in his throat as he was met with a ferocious glare from Celestia.

"Do not push your luck, Shining Armour," she said, "Guards, I want you to place a magic-inhibiting forcefield around Twilight's home. It will not do for her to get out of control again. I will even allow her brother to stay with her." She turned to him. "Am I not merciful?"

He bowed his head, unable to fight any more. "Y-yes," he said, "Thank you, your highness."

"And take Luna to her quarters," she said to the guards. "I will have words with her later. Now I must rest." She closed her eyes briefly, trying to blot out the tired, aching sensation in her head. "I am not feeling well."

Luna watched Celestia head into the castle, then followed the guards as they led her away.

She knew, with absolute certainty, that something was terribly wrong with her sister. In the many centuries she had known her, she had never behaved like this. Acting with outright cruelty, even to the point where she didn't seem to care if those close to her lived or died.

She would have to speak with her when she could get the chance. Though she had never seen it in Celestia before, Luna recognised this behaviour.

For the Moon princess had acted in much the same way, once. It had been almost a thousand years ago.

She had acted this way in the days before she succumbed to the darkness and became Nightmare Moon.

Chapter 16

Many residents of Ponyville had a difficult time of it last night. The search parties were out until the early morning, when they learned Twilight had been found.

Several ponies were given the job of preparing for her arrival. She was to be held under guard in the library and the place had to be locked down tight, with no means of escape. The only one who would be allowed to stay in there with her, aside from the royal guards, would be her dragon assistant Spike.

Shining Armour would also be there to look after her, though he was not in command of this mission – his familial link meant he was too prejudiced to take charge.

That matter fell instead to his deputy, Valiant Shield – a pegasus with a strong sense of duty that took precedence over his fair and just attitude.

The guards assumed responsibility for Celestia's prisoner, which left the four spies without any official duties to carry out. However, there was still plenty that they wanted to investigate.

Their chief concern was to find out why the princess was acting so out of character. They had found out about her behaviour last night and even Noteworthy had to admit something was deeply wrong – Celestia had almost left Twilight to die of her injuries, only healing her under duress from her sister.

Fortunately this was not common knowledge in Ponyville – this information had only been shared among the direct employees of the castle. There was no point in causing concern among the ponyfolk, especially given recent events.

There was also the matter of the attempted murder of Noi and Ruby Pinch, which had resulted in Noteworthy being crippled.

But they had no leads and their investigations were made more difficult by the fact everypony now knew they were spies. Many ponies forgave them for keeping this secret from them, though some saw it as a betrayal of trust and were unwilling to speak to them just yet.

However, much of the town had turned against Lyra. She had been the first to have her secret identity revealed and the way it had been uncovered had driven Twilight into a deeper panic. Some ponies placed the blame for the young unicorn's fate directly on her.

With some sadness, the other spies realised she had become a liability. For that reason, she was cut out of their investigation – the ponyfolk would be more willing to co-operate without her around.

It was late afternoon. Lyra had spent most of the day locked away in her home, away from the accusing glares of the other ponies.

It had been a truly miserable few hours, which dragged by slowly with no respite. She could find nothing to take her mind off her situation. She couldn't even concentrate on playing her lyre, which usually helped her to reach an inner peace.

All she had was her thoughts, which were centring on whether she would be forced to move out of town. She would have been long gone already if it hadn't been for Celestia assigning her to keep tabs on Berry Punch. That fool's errand was where this whole mess had started. If she had been allowed to move on, Ponyville would now be nothing more than a happy memory.

Finally, Lyra decided she had had enough. Moping at home was making the situation worse, sending her mind to dark places that she didn't want it to go. What she needed, more than anything, was a friend.

She stepped outside – a couple of ponies noticed her leaving her house and quickly turned their heads away.

The green mint-coated unicorn strolled briskly through the streets, avoiding making eye contact with anypony. The last thing she wanted was to bump into anypony who was likely to start an argument with her, such as Rainbow Dash.

She paused when she reached Twilight's library, which was encased in a magic-nullifying forcefield. Inside the barrier, a couple of guards stood firm outside the entrance.

Lyra felt a tug of sad helplessness – the pony she had looked out for during most of her time as a spy was now a prisoner in her own home. The worst part of it was that she was partly, perhaps even wholly, responsible.

She was jolted out of her reverie when she heard her name being called. Applejack was marching towards her, a tired scowl on her face.

Lyra held up a leg in self-defence. "I… I don't want any trouble," she said.

The farm pony stopped, then looked at the ground and gave a heavy sigh. "Lyra," she said wearily, "That is your name, isn't it? Ah just wanna say my piece and then I'll leave you alone.

"I like ta think that I'm a reasonable pony. Ah can understand why ya did what ya did – Celestia gave you a job to do and you didn't want anypony close to you getting hurt. I'm sure you've done all sortsa things that've helped Equestria, even protected it. Anypony who's worked so close with the princess can't be a bad sort.

"Now, Rainbow Dash tends to over-exaggerate things acus that's just her way. Ah'm inclined ta believe Berry Punch's story that she didn't exactly help matters none when it came to calming down Twi.

"But fact is, she wouldn't have gotten herself inta such a panic if it hadn't been for you. Because'a you, she spent hours runnin' away from us, putting herself in danger. Then she tried ta free Discord, attacked Luna…"

Her voice broke and she stopped talking for a moment, in an attempt to regain her composure. It didn't work.

"She almost died, Lyra!" she cried, gaining the attention of several ponies in the vicinity. The unicorn squirmed uncomfortably as Applejack squeezed her eyes shut, trying to calm herself down.

"So, here's the truth," she said finally, "An' I think I speak for my friends when ah say this. You're a good sort, Lyra, and you were a friend to Twilight before this all happened. We all know it was a mistake on your part, but it's one that's gonna be mighty hard to forgive. Ah think…"

She fixed Lyra with a hard stare, though there was a hint of sympathy in her eyes.
"Ah think, after what you've done, that I'd prefer it if ah never saw you again."

Lyra held a hoof to her mouth, trying to fight back the tears. "I understand," she said, "I'm… I'm so sorry."

Applejack nodded in acknowledgement, looked at the library, then slowly walked away.

***

Dr Whooves' cottage was small but cosy, and it had been his home for the entire time he had lived in Ponyville. His main room was tastefully decorated and was centred around the fireplace on the back wall. A plush red rug lay in front of it, deep and comfortable to kneel on – he had had many conversations with friends there, sitting in front of the fire during the winter months.

No matter how long you live, time always passes more quickly than you expect, he thought, as he stood there reminiscing.

Pictures and letters from his time in medical school adorned the wall. There were no other mementoes from his past, no tokens of his childhood or his life elsewhere. Nopony had ever thought to mention this.

He smiled to himself as he remembered old friends who had since passed on. Several lifetimes of memories, the majority of them happy ones.

Yet still he felt that anxiety. The uncertainty. He needed something to calm his nerves.

The earth pony stepped over to a cupboard in the corner of the room and, using only the power of his mind, opened it and pulled out a stick of incense.

He would never dare to use his inherent magic ability in public – it would raise far too many questions that he could not easily answer. Here, when he was alone and safe from prying eyes, he could take advantage of its convenience. Nopony needed to know that he was far older and more powerful than he appeared to be.

He levitated the incense stick to a holder on his mantelpiece and, on a whim, created a spark of flame to light it. The fumes created a calming aroma.

Kneeling down on the rug, he closed his eyes and began to meditate.

A few minutes later, the tranquillity was interrupted by a knock his front door. In the time it took him to pull himself out of his trance, whoever it was knocked again, more insistently this time.

A sorrowful and nervous Lyra was standing on his front porch, her stance belying her reticence.

"I expected you to come round earlier than this," said Whooves, "I apologise. I should have visited you myself, but I've only just finished work."

"You're not angry with me?" she asked, her voice small and pitiful. "Everypony else hates me now. I was worried that you, that you might…"

"Lyra." He spoke with such warmth that it almost moved her to tears. She rushed forward into his embrace, holding her head against his neck for comfort. They held that pose for some time, as the unicorn took solace from his friendship.

Her eyes snapped open suddenly. "What the…" she said, pulling her head back and sniffing the air. "Is something burning?"

Whooves chuckled. "Just something I use to help me relax. Come on inside, it might help you as well."

She followed him into the main room, noticing the incense on the mantelpiece as she did so, and the two friends hunkered down on the rug.

"It's been a fraught few days, hasn't it?" he asked rhetorically, to which Lyra simply nodded. His face showed concern. "How is she?"

"Not good," she replied, staring at the floor. "I feel so guilty over everything that happened. If only I had been more careful. I, I had no idea she would be so paranoid."

She looked back up at him. "Everypony blames me, you know. Even the ones who accept it wasn't all my fault. They're hardly going to speak out against Celestia, and Twilight… poor Twilight. So that just leaves me."

"These things pass," he said, "Soon they'll realise there were other factors in play. I'm not blameless either – if only I had let Twilight down more gently than I did, perhaps I could have stopped her from running away."

Lyra didn't answer. She was having difficulty looking him in the eye. The pair sat in silence for a while until she worked up the nerve to say what was on her mind.

"I'm sorry, Whooves," she said. He raised an eyebrow, confused. "I'm sorry I kept this secret from you. If there was anypony I should have let in on my double life, it was you. You're my closest friend but I couldn't, I couldn't open up to you."

He smiled. "Lyra, Heartstrings – it doesn't matter what your name is. You're my friend and I'll support you whatever happens. I understand. You were working for Celestia, in a line of work that could make a lot of enemies."

"Yeah, well," she said ruefully, though not without a hint of humour. "You're right on that last part."

"There you go. See? Time heals all wounds. You'll be able to look back on this time and joke about it, eventually."

"That all depends on what happens to Twilight," she replied.

He didn't have an answer for that. The room fell quiet again. Lyra closed her eyes – she still wasn't happy, by any stretch of the imagination, but it was the best she had felt all day. Whooves was right – the incense did have a calming effect.

"So, going back to our discussion the other day," he said, "Was this it? Was this the secret you were unwilling to talk about?"

Lyra's face took on a haunted quality and her body tensed up. She would dearly have liked to pretend her identity as a spy was the only thing she had been holding back, but that wasn't the truth and it didn't feel right to lie to Whooves now.

It was something she didn't want to admit to, because she didn't know where the conversation could lead.

"I'm… I'm not happy," she said. Whooves frowned, but indicated for her to continue.

"Deep down, I mean. It's kinda hard to explain," she said, speaking slowly and thoughtfully. "It's like… do you ever wonder if you got your cutiemark too soon? So, you think you're going to grow up as a certain type of pony but you realise later on that that's not you?"

Whooves looked back at his hourglass cutiemark, then back to his friend. There wasn't really anything he could say on the matter – his cutiemark had a deeper meaning, one he wasn't willing to reveal to her, and he hadn't obtained it in the normal way.

Lyra continued. "I got my cutiemark because I loved playing my lyre, even from a very young age. I thought this meant I was going to become a musician, so I applied to join the Canterlot Orchestra. But when I was at the entrance exam, in front of an audience, I choked. I couldn't play.

"I was so upset. I felt like a failure. It was only when I was older that I realised it was because my music was something personal to me. I couldn't share it.

"But that makes me different to other ponies. Cutiemarks are supposed to represent your future career, or something you do to help improve society. My cutiemark only represents my hobby. It's like I have no purpose."

"Now hold on, that's not true," said Whooves, "You're a spy. You work directly for Celestia, to protect Equestria. That's a noble cause."

"And I was about ready to pack it in," she said, "I didn't see my time in Ponyville as a permanent arrangement. How could I? Heartstrings was just an assumed identity, one that I would drop when I was ready to go back to my life as Lyra. I was increasingly beginning to feel like my life was a lie."

"But the truth's out now," he said, "And although your name's changed, you're still the same pony you were before. Once the dust's blown over here, the rest of Ponyville will come to accept that. What about the other spies? I imagine they'll keep on living here, continuing as they were before."

"But they have careers to go back to. Berry Punch has her wine business, Carrot Top sells vegetables. Noteworthy only does odd jobs, but he's happy to perform in public. That's the thing. My cutiemark represents something that's only for myself.

"I'm lost, is what I'm trying to say. I don't know what to do next. I don't know what I want out of life. I'm not saying I haven't achieved some great things, because I have."

She paused for a second, wondering if she should tell Whooves about the biggest assignment Celestia ever sent her on. Her mission to reactivate the Elements of Harmony. She decided against it. That had been a truly dark time.

"All I've ever wanted is to find something that gives my life meaning," she said, "To find out why I'm here, what I was born to do. A pony of my age should know what their purpose is already – but I haven't found it."

Whooves didn't respond immediately. He could tell this was a big admission for Lyra – she needed a little time to come to terms with it.

"You say that like it's a bad thing," he said. She opened her mouth to protest but he kept talking: "So your cutiemark doesn't represent your career, or what you feel to be your true purpose. It's still a part of who you are. You're a talented mare, Lyra, and there are a lot of options available to you. I know there's such a thing as having too much choice, but it's not a bad problem to have. If you need guidance, look to your friends for advice.

"You don't necessarily need to have a purpose in life to make you happy. No matter what you do, even if it's a job you're only doing to bring in some bits, find something you enjoy and do that as well. It doesn't matter if it's a hobby, or something you do only for yourself. Learn to confide in your friends and keep them close, whatever you do. If you stop worrying about the big stuff and live your life the best you can, you might find that the rest happens naturally."

"I've tried that," said Lyra, "Really, I have. I got involved with the big social events, I've made friends. Whenever my worries got too much for me I would play my lyre and that would calm me down, but… but not today.

"I can't help feeling that I've lost everything I had here. I know I was planning to move away, but until now I always had the option to come back. I've got friends in other towns but it'd still be like starting again. I've done that before but, now this has happened, I've realised I don't really want to have to do it again."

She sighed and lowered her head. "I guess you don't know what you've got 'til it's gone."

Whooves brought his head down so he could catch her eye. "Lyra, you still have friends here. You know how this town can get sometimes – the ponyfolk are easily led by the herd mentality. If you've decided you want to stay here, then that's great news. It means you've found something you want to hold onto.

"But you're going to have to fight for it. No matter what happens with Twilight, there are still going to be ponies who don't like you any more. All you can do is keep your friends close and live your life as best you can, because who knows… who knows what's going to happen tomorrow."

Lyra's head was still down, so she didn't see Whooves' face blanch at his poor choice of words.

The pair remained quiet for a while – Lyra was too miserable to speak and Whooves had been hit by a sudden attack of guilt. His thoughts had turned away from her own plight and on to his own. He felt an overwhelming urge to tell her what was coming. Of the strife that tomorrow evening would bring.

But he couldn't. If he told anypony else what he knew, then the consequences could be so much worse.

"Your friends," he said, with a catch in his voice. He cleared his throat. "The other spies. I know you caught the brunt of it, but they're in the same boat as you to a certain extent. You're not alone, Lyra."

She raised her head as a thought struck her. "You're right. It's not just me that might end up as an outcast. Berry – she's always been the life and soul of the party, she's always socialising. That won't be the same for her now."

She stood up. "And she'll be alone after today's investigations are over. She'll be missing Ruby Pinch, and Carrot Top and Noteworthy will probably head off by themselves. I should… I should go check on her."

Whooves flinched. "Wait, you're leaving?" he said unhappily, "I'd been hoping we could hang out tonight."

Lyra hesitated, not wanting to disappoint him but at the same time eager to go to see Berry. Whooves looked at his friend, then came to a realisation.

"You two have been getting close recently, haven't you?" he said, "She was at your home when I went to visit you the other night, and you were together when I messed things up with Twilight."

"Yeah, she's a good friend," she said absently, "It's funny really. A short while ago we were at each other's throats, but these past few days we've been supporting each other a lot."

Whooves smiled, a sensation of warmth passing through him. This past week, he had been worrying that he was going to be leaving Lyra alone. Now he felt assured that she had another good friend who would take his place.

"You should go see her," he said, "But I want a chance to chill out with you tomorrow, okay? We'll get breakfast or something."

"Okay, that sounds like an idea," she said, "And… thanks, Whooves. I know we didn't solve my problem, but it's probably done me some good to chat about it."

With that, she left the house and Whooves was alone.

He was upset that he wouldn't have the chance to spend the night chatting with Lyra, but there was always tomorrow.

He could say goodbye then.

For the earth pony had a gift of foresight – or rather, in this case, a curse. He knew exactly what was going to happen to him tomorrow. His fate was set and there was nothing he could do to change it.

At sunset tomorrow, his life was going to come to an end. At least… life in its current form.

****

The sky was starting to grow dark as the evening drew in. An unseen watcher lurked in the meagre shadows near Berry Punch's house, cloaked by an invisibility spell – the same one that had kept her hidden from sight after she launched her attack against Noteworthy.

That same spell prevented her from assaulting the ponies who walked past her spot in the alleyway. It was not the same one that had been cast by Twilight in the Canterlot courtyard.

When she had been created, the watcher had been given the power to change her form and, to a limited extent, alter reality. She had transformed herself into a gaseous form to render herself invisible.

Her strength had been growing over the past week, as had her desire for revenge. There was an almost undeniable need in her to spill somepony's blood as payback for the torment she had endured.

She saw her target approach. Lyra trotted up to Berry Punch's front door, ignoring the glares she received from other ponies.

The time wasn't right. In order to attack, the watcher would have to phase into a physical form and that would make her visible. She could not allow herself to be seen and run the risk of ruining everything. She had already been warned not to carry out any more conspicuous assaults.

She would have to hold off a while longer. Try to control her urges.

****

"Lyra!" Berry's mood immediately brightened when she opened her door to see the unicorn. She leaned forward and nuzzled against her in a show of affection. "It's so good to see you! How are you?"

Lyra walked inside, letting the door shut behind her. "I've been better, if I'm honest. I'm public enemy number one."

"I can imagine." The earth pony grimaced. "Ponyfolk haven't exactly been friendly towards the three of us today, but yesterday they were just about organising a lynch mob for you."

"Thanks," she said with flat sarcasm. "How did your investigations go?"

Berry shook her head. "No leads. No clues. No nothing. Not to mention that I've been feeling like a third wheel all day. Carrot Top and Noteworthy need to stop skirting around each other and get on with it."

Lyra chuckled. "Sometimes these things take time. They've only just met each other, after all."

Berry smiled back, though she was also feeling a little impatient about her own love life.

The two ponies had been giving each other a lot of emotional support these past few days. Lyra had been there for her when Pinchy had to go to live elsewhere, for her own safety. That was the night when Berry had really started to fall for her – her initial attraction had been based on the unicorn's good looks, but she had since proved that she had a kind heart as well.

Berry's wild days were behind her and she was looking for a partner she could settle down with. Somepony she could trust.

She believed Lyra felt the same way about her but she wasn't willing to give her heart away until she was sure.

Perhaps tonight was the night. They were both feeling pretty low – in need of something positive in their lives.

She walked towards the kitchen, continuing her conversation with Lyra as she went. She smiled to herself as she worked out a basic plan of seduction. It would be the same as her past partners – give them a good meal, get them drunk as hell and let nature take its course.

Berry Punch was about to get her game on.

"Applejack doesn't mean any malice, she just says what she feels," said Lyra, "It stung, though. Brought it home that I don't have that many friends at the moment."

"Well, you've got me and that's all you need tonight," she replied with a wink. She placed her front hooves on the kitchen counter and lifted herself up so she could see her friend on the other side. "More importantly, have you been taking care of yourself? Have you eaten much today?"

"Not really." Lyra rubbed her stomach, which suddenly felt quite empty. "Great. Now you've reminded me that I'm hungry."

Berry grinned. "Soon sort that out. Hope you've got an appetite on you."

Lyra watched as the earth pony got to work, trotting to and from the fridge and opening cabinets as she pulled out a variety of ingredients and Tupperware. The unicorn grew a bit disconcerted at the sheer amount of vegetables that were starting to pile up on the sideboard, and she was quickly roped into helping Berry with cutting and preparing the food to be stirred into a sizeable stew.

Soon the two ponies were each settling down to a large bowlful of the stuff, with large chunks of bread on the side to mop up any gravy.

It was a much larger meal than Lyra was used to and she was soon starting to struggle, while Berry was still happily eating away.

"I can't manage any more, sorry," she said, pushing the bowl away. "It was good, though."

"It won't harm you to pig out once in a while," said Berry cheekily, booping her on the nose. "You could do with a little more meat on your bones. Pass your bowl over and I'll finish it…"

She blushed as Lyra looked at her in surprise, wondering how she could pack so much away.

"Ah, sorry," said Berry, "Force of habit. I'm a mother – it's part of the job description to finish off the food my daughter won't eat. That's why I've got this tummy."

She stood up and patted her belly, which was slightly larger than the average pony's. She picked up the bowls and started to clear them away.

"Oh, don't worry about it," said Lyra, "You're not so… oh, um…"

The unicorn's face flushed as she realised there wasn't a single flattering word to finish that sentence with.

"Not so what?" Berry said with a teasing smile. She grinned as Lyra struggled to reply, enjoying watching her squirm.

She turned away and placed the bowls in the sink. "We can clean those up tomorrow. We've got more important things to take care of."

Lyra was glad at being let off the hook but was confused at what Berry meant. She was so full of food that she didn't feel capable of taking care of anything.

"Come on, follow me," said Berry, briskly walking up the stairs to the indoors balcony that was above the kitchen.

"What? Ugh, ok," she replied, lumpenly plodding up the steps. "I don't know how you can move so quickly with a meal like that inside you."

"Ah, come on. You'll be fine soon. I've got something that's good for what ails ya."

Lyra hesitated after hearing that last sentence, but then pressed on regardless, still uncertain of what she had in mind.

The upstairs balcony was half the size of the downstairs open-plan room and had two doors leading off to the right, to a bathroom and Berry's bedroom. Lyra smiled as she remembered the last time she was in this house – that had been a rather more physical encounter than anything she would experience tonight, she thought to herself.

At the back of the room, Berry was fiddling with the lock to a large cabinet. It opened with a click and she swung the doors wide to reveal several rows of bottles filled with alcohol.

She gestured with her hoof and shone a wicked grin. "Welcome to my bar."

Lyra was nonplussed. "Berry, I don't drink. I'm sure I told you that."

"True, true," she said with a shrug, "But after all we've been through over the past few days, I think we need to let loose a little."

She pulled out a bottle of wine and patted it. "My own brand. One of the lower alcohol varieties."

"I don't know… what if we're needed to help out with something? What if something comes to light on the pony who tried to kill Noteworthy?"

"You're reaching for excuses now. It's alright, I'm not going to force you to drink. It's good stuff, though" she said. She turned the bottle over and started reading off the back. "The finest berries, chosen specially for your delectation. A smooth and sophisticated sipping wine, perfect for entertaining, with a surprisingly fruity finish."

Lyra crossed one of her front hooves over the other and gave Berry a disapproving look.

"First you say you're not going to peer pressure me into it, then you give a detailed description of what I'm missing out on. I know what you're up to."

"I sincerely hope so," she said. Her grin faltered under Lyra's stare. "Oh, okay then. We'll stay sober." She placed the bottle back in the cabinet. "Geez, we really are different ponies, aren't we?"

"Yeah. You can see it in the way we've decorated our homes." She looked around the room. Pictures of family and happy memories adorned the walls and the place was well furnished. It was a stark contrast with her own house – she had only equipped with the basics, the bare minimum of what she needed to get by.

"I like this place. It's homely." She smiled sadly. "You know, Berry, I envy you. You've got it all. Dozens of close friends, a daughter who dotes on you. Sometimes I wish I could have all of that."

The earth pony tilted her head coyly. "I wouldn't say I had it all. A partner, for instance. Somepony I can confide in, somepony I can snuggle up with at night."

"Oh," said Lyra, not noticing Berry's come-on. "That shouldn't be too hard for a pony like yourself. You're kind, you're fun, you're pretty – anypony would be glad to have you as their special somepony."

Berry sauntered over and raised her head, looking around the room before fixing her gaze on Lyra. "Well," she said with a smile, "Here we are."

The room fell quiet as their conversation dried up. It was a comfortable silence but Lyra had a small, nagging voice at the back of her mind, telling her she was missing something. She went to speak, then stopped herself. Berry waited in anticipation.

"You know, maybe a little wine isn't such a bad idea," Lyra said, "I mean, I've never tried it before. If I'm ever going to have some, it might as well be the best."

Berry took that as a sign that Lyra needed a little liquid courage before she made a move. In truth, the unicorn was simply looking for something to cheer her up.

Two wine glasses were quickly filled – Lyra's was fuller than she would have liked, but Berry teased her that it would be rude not to finish it.

To the unicorn's surprise, she enjoyed the taste. She only sipped it at first, because she found the aftertaste had a bit of a kick to it. Berry slowed her normal drinking pace to keep level with her friend – no point in being the only drunk pony in the room.

The two friends chatted about their lives in Ponyville and how Lyra feared she would have to leave. Berry did her best to reassure her that wouldn't happen, secretly pleased that her friend had had a change of heart. Lyra had been adamant she was leaving a few days ago, yet now she was keen to stay.

The conversation moved on to their work: their concerns over Celestia; the attack against Noteworthy; and what had happened to Twilight. They came up with a couple of theories on what was going on – some of them linked the three incidents together, others tried to explain them separately. None of their ideas stood up to scrutiny.

Lyra sped up her drinking pace while they spoke, more as a crutch to help her talk about a difficult subject. She finished her first glass about an hour after it had been poured. The second glass went down in about half an hour.

She was now what could be described as merry – not drunk yet, but in a sillier mood than normal.

"So here's a radical idea," she said, using her magic to pour herself a third glass, draining the remains of the bottle. "What if there's a secret cabal of beings who've been behind everything so far? A group that controls everything we do, writes the scripts of our lives and watches us as we go about our daily business?"

"That sounds like a crazy conspiracy theory to me," said Berry with a grin. "So it obviously has to be true. What would you call these mysterious creatures?"

Lyra stood up and adopted a mock-serious expression. "There's only one name that fits. Only one name that can describe these nefarious monsters."

She stared off into what would have been the middle distance if there hadn't been a wall in the way.

"The Illuminati. An enlightened organisation that masterminds events and controls world affairs through contacts in government and businesses in an attempt to establish a new world order."

Berry feigned shock. "My goodness! And what will they do? What do they want?"

"They want to spread darkness where there is happiness and light. They want to create ponies that are more powerful than anything Equestria has ever seen! And some other stuff, I dunno. Sex and drugs, probably."

She used her magic to lift up her glass and noticed it was only half full. On a whim, she downed it in one.

Berry had to stifle a laugh – Lyra was really beginning to loosen up. That was good. She had obviously been upset by recent events.

"So, that's the first bottle destroyed," she said, "Should I open up another?"

Lyra nodded and Berry scanned through her selection.

"Do you fancy more of the same, or should I get something stronger?" she asked.

"Variety is the spice of life," said Lyra.

"Okay, let's give this one a go," she said, pulling out a half empty and slightly dusty bottle. "This one's of a particularly fine vintage that I brought up from the cellar a couple of weeks ago. It's to be enjoyed slowly, not slurped back in an afternoon."

She poured a couple of glasses, filling them only halfway, then re-capped the bottle and put it back.

Lyra lifted up her glass and took a gulp. The strength of it hit her in the back of the throat and she began coughing.

Berry walked over to her. "Do you need a pat on the back?"

Lyra shook her head no and eventually recovered. Wiping the tears from her eyes, she took another, more tentative sip and swilled the liquid around her mouth before swallowing.

"I can still feel it. It's like it's burning a hole in my stomach." She looked at her friend. "Do you drink this stuff regularly?"

"It's one of my favourites but, as I said, you're not supposed to chug it down."

Lyra looked at her warily. "How are you still alive?" she asked.

"You get used to it," said Berry, settling down in a spot much closer to her than before. She nodded her head towards the cabinet. "If you want what you were having earlier, take one off the top row."

Lyra used her magic to levitate another bottle over and the pair continued drinking.

Their conversation became more personal and they started talking about their families.

Lyra's parents had always been supportive of her in whatever she did. She was an only child and they had always urged her to try to succeed – though this had the unfortunate side-effect of sometimes making her feel like they were disappointed in her, though they had never shown it.

She became morose, feeling that everything she had tried in her life had ended in failure. She had been turned down for the Canterlot orchestra and now her reputation and career as a spy were in tatters.

Berry reassured her that wasn't the case, comforting her with a hug. The earth pony then began to speak about her own past.

She was the black sheep of the family, with her taste for parties sullying her name in upper class Canterlot. Her mother, Berry Shine, was particularly disapproving of her, especially when she had a child out of wedlock.

She ran the Ponyville branch of her family's alcohol company but the only pony she was still truly on good terms with was her younger sister, Pina Colada.

"I see her at least once a year, for the Sisterhooves Social," she said, finishing her final glass from the second bottle. "Rest of the family thinks it's common. They don't know the meaning of fun. Pina Colada and I'll win it one year, I can tell you that."

The two ponies were now resting with their backs against the balcony railings, side by side – a sitting position that came more naturally to Lyra.

"Should we open another bottle?" asked Berry.

"That's probably not a good idea," she said, resting her head against the other pony's shoulder. "I think I'm a little bit drunk."

"Well, that was the aim of the night. Mission success," said Berry, slurring slightly. She looked over at her tipsy friend - they were so close now, so intimate. If Lyra didn't make a move soon, she'd do it herself.

The unicorn nestled herself against her, sighing happily. "Your coat is so fluffy," she said.

She raised her head and looked Berry in the eyes. The purple pony felt a rush of exhilaration, ready for what was coming.

"Who was the father?" Lyra asked.

"What?" she asked, totally thrown for a loop.

"Ruby Pinch. Who was her father? How'd you meet him?"

Berry's mood darkened and she looked away. "I don't really want to talk about him. He abandoned us. We were going through a rough patch but I thought we were getting past it. Then, out of nowhere, he ups and leaves with just a note telling me to look after Ruby.

"The nerve of it. He abandons me with our daughter but feels he has to remind me to care for her? He showed up again a year or so later, wanting to be part of Pinchy's life again. No explanation for where he had been."

She growled, trying to turn her negative emotions into anger rather than sorrow. "What could I do? Pinchy still remembered him of course and she wanted to see him. I had to work out an arrangement for visits. I don't tend to handle myself well when he's around. The worst time was the Cutecenera for those two brats at the school. I got so wasted that I think I was drinking out of the punch bowl at one point."

"But who was it?"

She sighed, her face twisted into a scowl. "It was Pokey Pierce, okay? Stallion from Canterlot. I was young, I made a mistake. Tried to stay with him so Pinchy would have two parents, but he was insufferable. Acts like a child half the time."

Lyra couldn't respond. She was too stricken by shock. She knew the name Pokey Pierce well, because he had been present at one of the darkest times of her life. He had been part of the mission organised by Celestia to reactivate the Elements of Harmony.

"Berry," she said finally, now wide awake. "Berry, I think you have it wrong about him."

The earth pony shot her a look that bordered on disgust. Lyra quickly held a hoof up to prevent any argument.

"Oh no, don't misunderstand," she said, "Everything you said about his personality was right. He'd say anything that popped into his head, didn't matter if it was insulting or inappropriate. He had a reputation for being far too honest but… but I guess at that stage of your life, you must have as well."

Berry frowned, clearly upset. "And just how would you know that?"

Lyra took a deep breath as she tried to hold her nerves together. The alcohol in her system had taken away the inhibitions that normally prevented her from talking about this, but it was still hard for her.

"It was in the years just before Nightmare Moon returned," she said, "The dark goddess was growing in power and Celestia was having difficulty maintaining the barrier that kept her banished on the Moon.

"There was a problem. The only things that could truly defeat Nightmare Moon were the Elements of Harmony, but they had been dormant for ages. Celestia had undergone a long struggle to study them, understand the origin of their power and discover how to reactivate them.

"It took her centuries to learn how to do it, and when she did, she believed the cost was too great. By this point her sister had already been gone for several lifetimes – Celestia thought it was best to try to find a less harmful way of bringing the Elements back.

"But she couldn't. She could only find a way to refine it, so the spell wouldn't need the sacrifice of hundreds of ponies, but a mere six."

"Lyra, what are you saying? What does this have to do with Pokey?" asked Berry, concerned. She could tell the unicorn was having difficulty relating her story.

"Just let me finish, okay?" she said, "Now, Celestia was already training Twilight to become the bearer of the element of magic, though Twilight didn't realise it at the time.

"The Elements were created by the greatest magic users of Celestia's time - they transferred all of their power into a set of six stones, with each one representing an Element of Harmony. The process killed them. They were that determined to defeat Discord that they were prepared to give their lives.

"The Elements of Harmony were damaged in Celestia's first fight with Nightmare Moon and their power had almost completely faded. To reactivate them, six volunteers, each representing one of the Elements, would have to go through a similar process to that of their creators.

"It was carried out at Nightmare Moon's last point of contact with the planet – her castle, deep in the Everfree Forest. Her influence was beginning to spread through the forest and the animals there were becoming restless. Reactivating the Elements there would create a knock-on effect and curb her power."

"Wait a minute," said Berry, "You're saying Pokey went on this mission? Why? He didn't work for Celestia – there's no reason why she would have contacted him."

"He wasn't working for Celestia, but you were," Lyra said, "He told me what happened, though he never told me your name.

"It was late one night. His daughter was asleep and his marefriend had fallen unconscious after a night of drinking. It was at that point that Celestia's letter came through. She was contacting anypony who might be willing to carry out her mission, such as trusted guards, spies, you get the drift.

"He read the letter and decided he couldn't risk the chance that you'd go through with it. He feared Celestia might try to contact you again, so he went in your place instead."

Berry scratched her head, the drink hindering her comprehension. "I still don't get it. Why would he do that?"

Lyra looked her dead in the eyes. "He may have been selfish sometimes and a bit of a dreamer, but he knew which parent his daughter loved best. Ruby needed her mother.

"Celestia had refined the process but she didn't know what would happen to the six volunteers. The Elements would be reactivated by their life energy in much the same way as they'd been created but there was no telling how much power they would drain.

"It was, to all intents and purposes, a suicide mission."

Lyra turned away. She was finding it difficult to continue.

Berry leaned back against the balcony railings, stunned. When Pokey had left, she'd had nopony else to help her. She'd been forced to clean up her act, stop partying as hard as she had been and focus on caring for her daughter.

His desertion had helped turn her into the independent mare she was today and it had taught her to be more careful. Her protectiveness towards Pinchy had been born on that day and although she had kept her friends close and still pursued relationships, she had always made sure that she was strong enough to cope on her own.

All because of what she had always seen as a selfish act.

It would take her some time to come to terms with this new information, but in the long run it didn't change anything. She would still be the same pony as she'd always been.

Though it did mean she'd owe Pokey an apology the next time she saw him – after smacking him upside the head for never telling her the truth.

There was something else that was of more concern to her right now, however.

"You joined him on that mission," she said.

Lyra's face was lined with sorrow. "Celestia needed ponies who were willing to make the ultimate sacrifice, for whatever reason. Some had loved ones that they would die to protect; others did it out of a sense of duty. It's been kept secret how serious the situation was – Nightmare Moon's influence over the Everfree had grown to the extent that she was almost capable of organising a full scale invasion by the creatures of the forest. Who knows how many could have died?"

Berry pulled the drunken unicorn close and allowed her to rest her head on her chest.

"Why did you do it?" she asked, stroking Lyra's mane to comfort her. "What did you have that was worth dying for?"

"I didn't have anything, really. That was kind of the point," she replied, "All my life I'd been searching for a purpose. I couldn't perform my music in public, so that wasn't it. I'd done good work as a spy, but I wanted to do more. I was frightened, but I knew that whatever happened I would be saving Equestria. Even if I died."

"But you didn't die. And now you've got the whole of the rest of your life ahead of you."

"That's not true," she said, then continued before Berry could correct her. "The spell was too strong. It didn't kill us outright, but it left our souls in a kind of state between life and death. It took Celestia a long time to fully bring us back.

"My memories are fuzzy but they're still there. I was trapped in the void, not able to hear, speak or move, but still able to think. It felt like I was trapped there for an eternity, but it was only a month. That experience changed me forever.

"I think that's why I'm not able to make any strong connections with anypony. I spent so long alone, with only my thoughts for company, that I don't think I can let anypony else in."

Berry's brow furrowed in pity. She put her hood to Lyra's chin and lifted her face up. "Lyra," she said, "I'm here for you. You're not alone."

She leaned forward, closed her eyes and moved in to kiss her.

Lyra almost submitted to it. The atmosphere, their closeness – she had opened up her soul to Berry and it would have only been a small step to take that connection a stage further.

For hours afterwards, the question would plague her mind – what would have happened if they had kissed? Would their friendship have moved on to the next stage? Would she have been happier?

But instead, at the last second, something clicked in her mind and she scrambled backwards away from her, horrified.

"Berry, what are you doing?" she cried, shocked by her sudden advance.

"Well," the earth pony said, more than a little stunned by Lyra's violent reaction. "I was trying to kiss you, but then you moved your head away."

"Berry," she said, upset enough to be breathing rapidly. "Berry, I'm not gay."

The purple pony frowned for a moment before what she had said actually sunk in.

"What? You're not…" She paused to catch her breath, stung by the unexpected rejection. "But what about those rumours about you and Carrot Top? I knew they weren't true but they wouldn't be spread around if you were straight, would they? I… oh hell."

She sunk back against the railings, miserable. Tonight had only served to deepen her attraction and now it seemed clear it was never going to happen between them. There was also the fear that their friendship would never quite be the same again.

"You've fancied me this whole time, haven't you? And I didn't notice," Lyra held her hoof to her face, cursing herself for being blind to it. "I'm sorry, Berry. I'm sorry. I do care about you, really I do, but I'd have said the same to anypony – I'm not available."

The earth pony thought it over and suddenly made a connection. There was one pony who was always around Lyra, a stallion who she seemed particularly close to.

"It's Whooves, isn't it?" she said sadly, "Why didn't I see it sooner? You guys hang out with each other so often, it's almost like you're attached at the hip. So to speak."

"Whooves? No, no," Lyra said, shaking her head. "We're just friends. Why would I try to set him up with Twilight if I was dating him? I'm not with anypony, I've never… I haven't got the time for a relationship."

Berry blinked with surprise, noticing her slip of the tongue and remembering how she had said her experience in the void had left her unable to connect with anypony. "You mean, you've never had a relationship?"

Lyra turned her head away self-consciously. "It's difficult, you know? There's always been other stuff going on in my life. There's always been reasons why a relationship would be a bad idea. I've become used to being alone. The whole idea of getting involved with anypony is strange to me. I don't… I don't even know which way I'd turn if I decided I wanted to…"

Berry got onto her hooves, realising she might have a chance after all. "Lyra. Lyra, gender shouldn't matter. It all comes down to how you feel about somepony, whether you'd be a good match. I wouldn't have tried to kiss you if I hadn't thought there was a connection there, that deep down you felt the same way about me."

"Stop. Just stop, alright?" she said, becoming frustrated. "Stop trying to push me into this. I don't know how I feel about you, okay? I would probably have reacted the same way if you were a stallion and I… I don't know what that means right now."

"That's alright. You need some time to think," said Berry, "I'm not going to say anything more. Whatever happens, I don't want to lose you as a friend. I know it might be too late for that now but, please, stay here tonight. It'll be harder if you walk away."

Lyra sighed heavily and kneeled down on the floor. "This is why I've always avoided it," she said, "It makes things so complicated. I always made excuses. When I was in Canterlot, I told myself that I'd have time to work things out when I went to Ponyville. When I was in Ponyville, I told myself there was no point in starting anything because I'd end up moving away. It was never the right time."

"Oh, Lyra," Berry said compassionately, "It sounds like you've spent your life waiting for your life to start."

Lyra sat bolt upright. There hadn't been the slightest hint of malice behind that comment, but it had hurt her. Hurt her badly. For a unicorn who had spent so long struggling to find her role in society, to hear that her life hadn't yet begun – and by implication, that her time alive so far had held little significance – was something that cut too close to home.

The amount she had had to drink that night, especially for a teetotaller, did not help matters either.

She staggered to her hooves, clenching her mouth shut and narrowing her eyes in a bid to retain control of her emotions.

"Lyra? What's up? Did I say something wrong?" asked Berry.

"I think," she said, her voice breathy and unsubstantial, "I think I want to go home now."

Without a further word, she turned away and started walking down the stairs. Berry thought over what she had last said, combined with all Lyra had told her tonight, and correctly guessed at why she was upset.

"Oh no. Lyra, wait! I didn't mean it like that!" she cried, chasing after her. The unicorn ignored her and pushed her way past the front door, out into the night.

Berry followed her and tried to catch up with her. Lyra was fast-marching her way through the street, determined to block out the other mare's cries and get home as soon as possible.

"Lyra, please. Come back inside. I'm sorry. We've had a good night, let's not end it like this. You're drunk, you're not thinking straight."

"And whose fault is that?" she cried, turning round aggressively. "That was your plan, wasn't it? Fill me up with wine then take advantage of me!"

"Hey, that's not fair!" said Berry, stung by her attack. "Just because I find you attractive, it doesn't mean that I'm going to suddenly jump on you!"

"Well, it felt that way to me!" she said, "I was baring my soul to you, talking about the most traumatic time of my life, and out of the blue you try to kiss me!"

Berry turned her head away, Lyra's anger causing her to wince. As she did so, she saw a flicker of movement in an alleyway across the street. She couldn't make out what it was at first, but then she realised it was the silhouette of a pony.

"You should have given me some warning. Told me how you felt. Allowed me some time to think about it."

Berry still couldn't bring herself to look at Lyra. She kept her eyes on the pony in the shadows, projecting the self-recriminating anger she felt upon it.

Then she caught a glimpse of something that forced her to take a closer look. She held her position and squinted her eyes to see – there was a flash of metal.

"But no. You just assumed I felt the same way. You had to ruin everything. And now I don't, I don't even know how I feel about you any more!"

The pony wasn't moving. It appeared to be watching them. Berry wondered what it was up to – it was holding a long metal object, like a bar, or a bat.

"Are you listening to me?" shouted Lyra, enraged.

Berry was about to answer but stopped when she saw a small ball of flame burst into existence near the pony in the alleyway. There was a flash of light as the pony swung the metal bat towards it with its full strength.

"Get down!" she cried, diving at Lyra and knocking her to the ground. Not half a second later, something flew past at high velocity, inches above their bodies. It smashed into the wall beside them with an almighty crash, scattering masonry and dust.

"Move!" she shouted. Lyra didn't need to be told twice, immediately realising they were under attack.

Another fireball zipped past them and smashed through a house window, setting light to the curtains as it went.

Berry looked back in panic, trying to spot their attacker while worrying about the residents of the home that had been hit. Lyra suddenly pushed her to one side as a fireball plummeted from the sky and shattered the ground where she would have been.

The two ponies zig-zagged across the town centre as they frantically tried to dodge their unseen assailant. The attacks came infrequently but they were terrifyingly powerful, with the fireballs embedding themselves deep within whatever they hit.

Lights began to flicker on in the upstairs windows of nearby houses. Ponies woken by the almighty sound of the assault poked their heads out to see what was going on.

The two spies shouted back at them to stay inside as they ran past, heading for Lyra's house.

They were there within minutes – Lyra barged the door open and slammed it shut after Berry followed her inside. She rested against it momentarily as she tried to catch her breath, then Berry pulled her away.

"Keep back from any doors and windows! They're vulnerable!" the earth pony said, "Upstairs! It should be safer!"

The two ponies rushed on up and stopped in the upstairs corridor. They waited there and listened out for any further signs of attack, barely daring to breathe.

There was relative silence. All they could hear was the distant sounds of the ponies who had been woken up, calling out to each other in an attempt to find out what had happened.

Their shouts became more animated as they realised somepony's home was on fire. Berry felt a rush of relief – the crowd would be able to save the homeowner. She had realised something else.

"Whoever it was, they stopped attacking once the other ponies woke up," she said, "They obviously don't want an audience."

"That doesn't mean we're safe," said Lyra, "Once they go back to sleep, whoever it was could try again. One of us is going to have to stay up, keep watch."

"I'll do it. I'm not going to be able to drop off, not after tonight."

Lyra gasped. "Carrot Top. Noteworthy. They could be targets as well. I'm going to warn them."

Berry held her back. "No way. I'm not letting you go outside by yourself, you'll be a sitting duck. Besides, if they're at Noteworthy's house, then they'll be fine. He's invented a bunch of security alarms – if anypony tries to break in, he'll know about it."

Lyra sat down, her fears allayed. The two ponies looked at each other – now the danger had past, the uneasy atmosphere had returned.

"Did you see who it was? Any defining characteristics?" Lyra asked.

Berry shook her head. "It was dark. It was a short pony, I know that much. I think it was a mare – her mane was kind of poofy."

Lyra looked at her for a moment, then closed her eyes in frustration. "Go to sleep, Berry. I'll take first watch," she said.

Berry opened her mouth to protest but then realised she wasn't going to take no for an answer. She wandered off to find a safe spot to rest, then turned back to face the unicorn, unwilling to end the night on such a sour note. "Lyra…"

"I can't talk about us right now," Lyra said in a pained voice, raising her hoof to prevent any further conversation. "I can't. Please, get some sleep."

Berry had no further scope to argue. She found a blanket to wrap herself up in, then bedded down in a corner, not knowing what the morning would bring.

Chapter 17

Princess Luna flew out of Canterlot castle and into the bright light of the morning.

The night had passed without incident – she had kept herself occupied by handling diplomatic affairs. The Griffin Kingdom was still waiting to hear from them after her sister overturned their agreement to pay compensation for the trouble caused by Discord.

She had more pressing matters on her mind, however. Now her night's duties were complete, she had to confront Celestia about her increasingly malicious behaviour before the worst happened.

The guards told Luna that her sister had recently left her chambers, though they did not know where she was headed. She had last been seen going outside.

Luna found her in the courtyard and she was shocked to see the state she was in. The princess's physical condition had deteriorated massively over the past day – her mane had lost its lustrous sheen and her eyes had dark rings underneath them, almost appearing sunken in their sockets.

She was walking towards the statues of Equestria's greatest villains but was struggling with every step. It was as if there was reluctance in her, like she was trying to fight her own body even as she moved forward.

Luna flew down in front of her, stopping her in her tracks. The two sisters looked at each other with an uneasy tension. There was no denying it – Celestia looked dangerously unwell.

"Sister, what's happened to you?" Luna asked, "Your behaviour these past few days, your health – something's wrong. You need help."

Celestia closed her eyes and turned her head away. "Luna, I…" she began to speak, then shuddered. She seemed to be having difficulty standing.

The Moon princess stepped forward. "I can help you, Tia. If this is what I think it is, then I have been through the exact same thing. We just need to find out what triggered it, how the darkness managed to take a hold of you."

Celestia remained silent for a short while, her body trembling. Soon her shaking subsided.

But a noticeable change came over her.

Her formerly weak stance became proud, confident. She raised her head high, a devilish smile on her lips, and fixed her sister with a hard stare.

"You always were the weak one, Luna," she said with a grin. "Always waiting for approval from your dear sister before going ahead with anything. Always depending on her to make the important decisions. It was always her who despatched with your foes."

"Tia?" Luna spoke in a small voice, fearing the truth but unable to face up to it yet.

"You're alone now, little Luna. Celestia is mine, the Elements of Harmony have been sent far away and there is nopony who is able to stop me."

The Moon princess's breath caught in her throat. "Guards!" She cried out in the Royal Canterlot Voice, immediately gaining the attention of just about everypony in the castle. "My sister's mind is not her own! She must be subdued, immediately!"

Celestia looked at her sister with contempt, and then heard a noise behind her. She turned to see a small squadron of guards approaching nervously, unsure of whether they should actually carry out the order they had just been given. She laughed malevolently.

"Still unable to fight your own battles? Such a pity. Allow me to force the issue – you can look upon this as a test of character."

Her horn flashed and a wave of powerful magic emanated from her body, quickly engulfing the entire castle and its grounds.

Luna was sent flying backwards by the force of it, her body crashing hard against the stony ground of the courtyard. She staggered to her hooves, scarcely daring to open her eyes. She had felt the terrible power of the spell and was frightened by what it could have done.

The guards still stood behind Celestia but their bodies had changed. Where there had once been ponies of flesh and blood, there were now nothing but crystal statues.

Celestia smiled, stroking her hoof on the cheek of one of the transformed ponies.

"I'll admit, she's a powerful one. I don't know why I didn't take over her mind before," she said, then tapped her chin thoughtfully. "I guess it had something to do with the fact she utterly defeated me the last time we met. Ha! How the tables have turned."

Luna could only stare in horror as she realised she was completely alone against whoever was controlling her sister. Celestia had always been more powerful than her.

The dark-coated princess didn't believe she could take her in a fight, and she feared that the fragile bodies of their frozen guards could be shattered if they did enter combat.

"What do you think of them? I know Celestia normally prefers stone but pshaw, it's so passé," said the mind-controlled princess, gesturing at the statues in the courtyard. "And as I said before, it's not my style. Crystal ponies give this place an extra bit of class, don't you agree?"

"You!" cried Luna, suddenly recognising her foe. The air of superiority, the casual disregard for life and the ability to alter reality – it could be no other. Discord.

"Finally, you recognise me! It took you long enough. Oh, how I've waited for this – to have the two royal sisters completely at my mercy. Of course, I can only control one of you at a time, which leaves me with the conundrum of what to do with you."

Luna lowered her body into a battle stance, ready to strike, barely daring to blink. She had no idea what she could do to stop the god of chaos without harming her sister, but she wasn't willing to go down without a fight.

Celestia chuckled. "So tense! Honestly Luna, it's not good for you. You've been working too hard. You need a holiday and I know just the place. It's very quiet, not a soul around for miles – though I'll admit, it does lack atmosphere."

"No," she murmured, instantly guessing the fate Discord had in mind for her. During her 1,000-year banishment her mind had been possessed by Nightmare Moon, so she had not endured the torture of being disconnected from the rest of the planet, to helplessly count time passing by as the friends she knew slowly grew old and died.

She couldn't let it happen. Not knowing that Discord would be wreaking havoc in her absence.

"No!" she cried, her horn sparking into life as she fired a beam of energy at her sister.

Celestia smiled as she countered with her own magic, effortlessly holding Luna's magic at bay.

"Oh please," she said, watching the other princess struggling against her might. "You couldn't take either one of us by yourself – do you seriously think you have a chance now Celestia's power has combined with my own?"

Luna staggered as the possessed princess walked towards her. The Moon princess backed into the pedestal of Discord's statue and was forced to cower under her sister's superior might.

Celestia's smile dropped off her face and she scowled cruelly. "Goodbye, Luna."

Her horn flashed and Luna was overwhelmed. She was encased in a bubble of magic and felt herself being broken down into a wholly ethereal state. She was forced to watch as her body crumbled away.

Her hooves dissolved into dust and the effect made its way up her legs, her physical body becoming nothing more than a black aura, a visible soul.

She took one last distraught look at her sister before the spell reached her head, her vision blurring then falling into darkness as it cracked apart.

Then her consciousness was sent rocketing skyward, through the stratosphere and into space until it reached the Moon. It had been Nightmare Moon's prison for a thousand years. Now it was hers.

Celestia walked over to one of the frozen guards and wrapped a leg around his neck. "I think she'll be quite happy up there, don't you?" she said, "Though perhaps I should have given her time to pack a few things – a book or two would help the eons fly by."

She patted the crystal statue on the back. "Got to go now. Celestia has a letter to send."

The alicorn walked away from the courtyard and Discord's hold on her faded. He was only able to directly control her while she was near his statue.

But he had assistance from the outside, another being who had been planting thoughts in Celestia's mind and influencing her decisions on a subconscious level.

She began to stagger as she made her way into the castle, so weak now that she could barely stand upright – her reserves had been drained by Discord channelling his power through her.

She stumbled through the corridors in a daze, led by a voice in her head into her chamber, where her parchment and quill were waiting.

Her horn glowed and she began to write, barely comprehending what she was doing. The letter was finished quickly and she sent it off in a flash of magic.

With that done, she could stay conscious no longer. The heavily weakened princess collapsed to the ground. She would not wake until sunset.

****

Lyra was wrapped in a blanket on the floor, in a semi-awake daze. She had spent the night resting in the upstairs hallway. Berry had slept for about three hours before taking over the watch, making sure they were ready in case their would-be assassin attacked again.

The unicorn had great difficulty sleeping, and not just because she knew somepony out there wanted the two of them dead. She was feeling the effects of her first encounter with alcohol, a raging hangover making it difficult for her to even think straight.

She hadn't expected it would hit her so hard. She felt fine last night – a little spacey, perhaps, a bit unsteady on her hooves. Nothing that could have prepared her for the stabbing headache she suffered when she began to sober up.

It was slowly starting to fade now but she still barely dared to move. Every time she shifted, it brought a fresh ripple of pain.

She was so tired that it hurt to close her eyes, and the darkness brought a spinning sensation with it,

Berry walked over to the huddled up pony, guilty sympathy shining in her eyes.

"Hey Lyra," she said softly, "We got through the night okay. How are you holding up?"

Her question was answered with an angry glare. Lyra's eyes and her horn were the only parts of her body that weren't covered by the blanket.

"Right. I getcha. Guess we should have stopped drinking after the first bottle, huh?"

"You think?" Lyra replied with a level of vitriol that surprised even her.

Berry winced. "Okay. I deserve that. But you're going to have to get up. It's morning and we've got, we've got stuff to talk about. The attack last night, I mean," she said hastily, not wanting to raise the topic of their relationship, or lack thereof. It didn't seem like a good idea to ask Lyra how she felt about her right now.

The green mint-coated pony groaned, then the blanket shifted as she slowly emerged. She took her time, being very careful not to trip herself up and cause even more pain.

She took a few hesitant steps, squeezed her eyes shut as the room started spinning again, then admitted defeat and went into her bathroom.

Berry grimaced as she heard the unicorn throwing up. She felt a sinking sadness in her chest – she had hoped things might be better between them in the morning.

But given the current circumstances, she couldn't blame Lyra for being hostile towards her.

The bathroom fell quiet for a while, then there was the sound of Lyra flushing away the mess and brushing her teeth.

She marched out into the hallway, looking better than she had a few minutes ago, and moved straight past Berry and down the stairs.

The earth pony followed a safe distance behind her and waited outside the kitchen door as Lyra silently began to fix herself some breakfast.

"Coffee's good if you need to sober up. Oatmeal's also surprisingly effective," Berry offered.

The unicorn ignored her, keeping her back turned as she poured a bowl of cereal and began eating it dry.

"You should really try to get some liquid down you. Washes out the toxins."

Lyra cleared her throat, then resumed eating. She stopped briefly to pour herself a glass of orange juice, before continuing with her meal.

Berry fidgeted in the doorway, uncomfortable with Lyra's persistent silence. She wanted the unicorn to acknowledge her, speak to her, shout at her, something. Anything that meant she wasn't being shut out.

A couple of very unpleasant minutes passed by before she couldn't bear it any more. "Lyra, please…" she began.

"What do you want me to say, Berry?" she said, suddenly turning to face her. She was clearly upset but she was speaking slowly, keeping her composure. "I told you how I felt last night. I've spent my life alone. I've avoided relationships for most of my adult life. And you're expecting me to make a decision, after everything that happened. After what you did."

She stopped talking when she saw the expression on Berry's face – the mare wasn't crying, but she didn't seem far off. She was hurting.

Lyra sighed sadly, realising they had lost something here. The beginnings of a strong friendship, broken before the bonds had time to knit. Perhaps there could have been something more, but she was afraid to admit to it and besides, the way things were now she didn't know if she'd ever be able to feel that close to Berry again.

Far better to stay alone. It was easier that way.

There was a sudden knocking at the door and Berry quickly went to answer it, apparently keen to extricate herself from their confrontation.

She didn't recognise the mare at first. A pink-coated earth pony stood outside, her mouth curled into a snarl and her normally fluffy mane and tail flattened out straight.

Pinkie Pie's mane had been permanently de-poofed ever since Twilight first disappeared and nothing had yet managed to lift her out of her angry depression.

"So, you're both here," she said, practically spitting out the words. "Getting up to all sorts of spying shenanigans, I'll bet. Deceiving innocent ponies and ruining friendships…"

Lyra marched over, seething. "Pinkie, now is not the time, alright?" She spoke through clenched teeth. "I have had a bad night and I don't need you busting in here and…"

Berry raised a hoof and gave her a stern look, to indicate that she should stop in case she said something she'd regret later.

Pinkie Pie frowned and decided it was best to just deliver her message.

"Twilight wants to see you. Both of you," she said, "Something bad's happened at Canterlot Castle."

A sudden shot of adrenaline momentarily cleared Lyra's headache. "What? What's wrong?"

"We found out why Celestia's become such a meanie. She sent Twilight a letter explaining everything and… and… just come to the library. Shining Armour wants to tell you about it himself."

The two mares exchanged worried looks and followed the pink pony to Twilight's home.

As they approached, Lyra was surprised and more than a little happy to see the magic-nullifying forcefield that had been around the library had been deactivated. It appeared her friend was no longer being held under house arrest.

The two Canterlot soldiers were still stood outside her front door. They nodded in acknowledgement as they let the three ponies through.

Carrot Top and Noteworthy were already present – the yellow-coated earth pony held her hoof up in a greeting, but the stallion didn't seem to notice them. He was acting withdrawn, almost afraid.

Twilight Sparkle was standing between Shining Armour and his deputy Valiant Shield, with Spike beside her. Her gaze met Lyra's – the green mint-coated unicorn didn't see any anger in her eyes, but more of a rapprochement. The librarian nodded her head in a greeting. It wasn't a warm welcome but it showed the beginnings of forgiveness.

Shining Armour took the centre of the room, addressing all the ponies present.

"We have a serious problem," he said, "Early this morning, Princess Celestia sent a rather disturbing letter to Twilight."

He indicated to his sister and she used her magic to open up the scroll. She cleared her throat and began to read, her voice quavering slightly.

"Dear Twilight Sparkle," she began, "These past few days I have behaved abominably towards you and I can only beg your forgiveness for my transgressions. I have only just noticed this change in me and now I fear it may well be too late.

"A darkness has fallen upon me, much the same as happened to my sister all those centuries ago. Even now I can feel it corrupting my being, taking over my mind and my very soul. I don't know how much time I have left before I succumb completely.

"Nightmare Moon has returned and this time I fear she has chosen me as her host. This may be my last moment of lucidity before the demon takes control, so I am giving you the means to defeat me in case Luna and the palace guards fail.

"The Elements of Harmony are the only things that can cleanse me of this corruption. They are not safe in the castle, so I have teleported them to the place where they will hold the most power: Nightmare Moon's castle in the Everfree Forest.

"The castle is the source of her power – just having the Elements there will help to weaken her.

"Dearest Twilight, I place my life in your hooves. Please, collect the Elements as fast as you can and use them against me.

"No matter what happens, know that none of this is your fault. It is my own foolishness for not recognising what was happening to me sooner.

"And then she signs off." Twilight lowered the letter and looked down at the floor, unable to speak any further.

The room was silent. Most of the ponies present were having difficulty coming to terms with it – their loving ruler, corrupted by darkness. And there was worse to come.

Shining Armour spoke up: "Spike received that letter this morning, about an hour ago. We have tried to contact the castle several times since then, yet have had no reply. There was no response from Celestia, Luna or any of my squadron leaders.

"We believe the worst has happened and Celestia has transformed into Nightmare Moon, but we do not know why the castle has fallen silent. There are several possible explanations and not one of them is good. We have to assume that we will not have any back-up in the coming battle.

"We must act now. I have formulated a strategy and you all must play a part. Twilight and her friends will go to the Everfree Forest to retrieve the Elements of Harmony, assisted by…"

"Stop," said Noteworthy, holding up his hoof. "Stop. They can't go. This is a trap."

Shining Armour frowned, annoyed by the interruption. "Yes, it is likely that Nightmare Moon will be waiting for them but this a battle they have won before. Celestia is more powerful than her sister, so I want Lyra, Berry Punch…"

"No, you don't understand," Noteworthy said, "This is a trap. Celestia did not write that letter."

Shining Armour paused, swayed by the other pony's conviction. "What do you mean?" he asked.

The earth pony looked at Carrot Top, worried about how she was going to react to his upcoming confession. "Please don't hate me for this," he whispered to her, before turning to the others. "I have been spying on you all in a rather more… hooves-off approach than the other three spies in our midst."

He exhaled nervously. "One of the many things I have invented with the help of my cousin Blueblood is something I call a 'bug'. It is a tiny device, powered by magic, that allows me to listen to conversations from a distance, using a receiver in my basement. I have them placed all over Ponyville. At the homes of ponies I've been tracking, in the town square – there's even one in this library."

The other ponies reacted in surprise, many of them looking around the room to see if they could spot the device he was talking about.

"Wait," said Carrot Top, quickly putting two and two together. "So that's how you knew I was spying on you. That's why you didn't show up to the date we arranged after the party in the town hall. You, you had a 'bug' in my house?"

Noteworthy nodded. "They're everywhere. I'm sorry, really I am, but…"

Carrot Top walked over to the wheelchair-bound pony and nuzzled against him. "You don't need to worry, darling. I understand. You were just doing your job. It sounds quite ingenious really. As long as you weren't listening in on me once you knew we were on the same side."

He grimaced and looked down at the floor. Carrot Top pulled her head back, unsure of whether or not she should be horrified.

"You did stop listening in on me once you knew we were on the same side, didn't you?"

He looked her in the eye. "Yes I did, I promise you. But here's the thing. They can't be switched off and I didn't get a chance to remove it from your house. My bugs record conversations so I can listen to them at a later date, and my playback device tells me whenever there's been some activity.

"That's how I found out about Celestia. I planted a bug in the courtyard back when we were looking for Twilight – that's how I was able to get a message to the princesses about her returning there – and it picked something up this morning."

Shining Armour walked over and looked down at the blue-coated stallion. "Tell me what you know."

"There was a confrontation," said Noteworthy, "Luna asked Celestia why she had been behaving so abominably and Celestia just… she transformed into Nightmare Moon there and then."

The other ponies gasped in horror but he didn't stop talking: "Luna called the guards and then there was this huge rushing sound – I can only imagine it was a spell of some kind. The conversation was a bit difficult to understand at this point, but it sounds like Nightmare Moon turned everypony in the vicinity into statues.

"Then the two sisters fought. I can't be sure what happened but, going by what was said, Luna has been banished back to the Moon. After that, and this is the really important bit, Nightmare Moon said something about writing a letter. That can only be the letter that was sent to Twilight.

"There's no telling if the Elements of Harmony are in the Everfree Forest or not, but one thing's for certain – it's a trap. If Twilight and her friends go, who knows what could happen to them?"

Shining Armour turned to Valiant Shield, who was holding a hoof to his mouth as he considered this new information.

"What say you? What should our next move be?" he asked.

Valiant raised his head. "We have a momentary advantage and we need to make the most of it. Nightmare Moon will be expecting us to head into the Everfree, so we have some time to plan ahead. Our main target should be to find out where she could have hidden the Elements of Harmony."

"I agree," he replied, "You should send the two guards outside to Canterlot on a scouting mission, to ascertain that what Noteworthy told us is true. Twilight and her friends are our best chance of stopping Nightmare Moon, so we need to get them to safety. Pinkie Pie!"

The mare jumped to attention, holding a hoof against her head in a salute.

"Go and gather your friends and meet us back here as soon as possible."

"Okie dokie!" she cried, then leapt straight out of the nearest open window. There was no time to bother with such silly things as opening doors.

"The rest of you, we need to gather intelligence as best we can. Noteworthy, you should go back to your basement, see what else you can find out."

Carrot Top stepped forward. "I'll go to see Zecora. Not much happens in the Everfree Forest without her knowing."

"Agreed," said Shining Armour, "Spike, you should go with her. You can send a message to us if you hear anything."

The young dragon stood bolt upright, holding up a claw in an imitation of Pinkie's earlier salute.

"We'll need to send somepony to Nightmare Moon's castle," said Valiant Shield, "I know it's a trap, but there's still a chance that the Elements could really be there. We have to cover all bases."

Shining Armour nodded. "I'll take care of that."

"No!" cried Twilight, jumping forward and wrapping her hooves around her brother's front legs. "You can't go! It's too dangerous!"

He tried to disengage himself from her embrace, with little success. "Twiley," he said with a sigh. "Somepony has to go. I'll be alright. I'm head of the Canterlot guard, remember? One of the most powerful unicorns in Equestria."

"But you're nothing against her," she whimpered, her fear of Celestia the strongest it had ever been. "I won't let you go. I'm not going to lose my big brother."

Lyra had been silent this whole time, listening to the other ponies discussing their plans and thinking over what she could do to help. Her head was still foggy from last night but she knew this was it.

"I'll do it," she said, surprising everypony.

"The hell you will," said Berry Punch, walking over to her. "You wouldn't stand a chance."

"I've been to Nightmare Moon's castle before. I know how the Elements of Harmony work. This is exactly the same as the mission Celestia sent me on."

"No it's not. You had five other ponies with you to protect you. You had the support of Celestia herself. I'm not letting you go alone."

"Berry, I can't let you go. You have a foal to take care of. If I go by myself, I can be stealthy, go unnoticed."

"Unlikely," said Shining Armour, "Not with somepony as perceptive as Celestia looking out for us."

He tapped his chin. "I was just wondering whether there was a better way for us to do this, using magic. Teleportation's out – it causes a magical shockwave whenever you cast it, which only gets bigger the further distance you travel. She would notice it immediately. It'd also be too unpredictable for getting all of the Elements back here safely in one go.

"However, I do have an invisibility spell. It can cause you to lose your bearings when it's first activated because you literally can't see where you're walking, but you get used to it quickly. No matter how far you go away from me, I'll be able to keep it active."

"That sounds like a much better option," said Lyra, "And if the worst should happen, you'll be able to tell when your spell is broken. You're the strongest magic user on our team, Shining Armour. We can't risk sending you on what could be a fool's errand."

Berry stepped between the two of them. "I'm not letting you go alone, Lyra. I don't care what you think – I am not going to let you face the most powerful being on Equestria by yourself."

"She's right," said Shining Armour, "Lyra, you know the route and the dangers but you can't go without back-up."

"I can offer you some extra protection," said Noteworthy. He raised his hooves, which were shod in the metal gloves he used to roll his wheelchair, and tapped them together to activate the release switch.

He grabbed the gloves and offered them to Berry, who looked at them uncertainly.

"They're strong enough to crush rock and can deliver a mighty punch. If you see any action, they'll get you out of a bind," he said.

Berry slipped her hooves into them and there was a click as they automatically secured themselves firmly on her legs.

"They're a bit tight," she said, lifting one up to inspect it.

"They have to be, so they won't fall off," he said, "They're activated by the nerve impulses in your legs – think about making a fist, and they'll do it."

Berry focused on the glove and it snapped shut violently, making her jump.

Noteworthy laughed. "It takes a lot of practice to use them properly, but you'll only be using them for offence. There won't be any need to be delicate."

He turned to Lyra. "I have a spare set at home. You can take it if you want – it'll mean I'll have difficulty getting around, but your need is greater."

The unicorn looked at the gloves warily and decided she didn't fancy them much. "No, you need to stay mobile. If you hear anything on those 'bugs' of yours, then the sooner you can let somepony know, the better."

"Okay, you all know what you have to do. Let's roll out," said Shining Armour.

The ponies set off to carry out their different tasks. Noteworthy put his hooves on the wheels of his wheelchair and tried to roll forward, but found he was having difficulty getting a grip.

Carrot Top moved forward. "Let me do it, darling." She began pushing him forward, then stopped and whispered in his ear. "I can't say I approve of you listening in on Ponyville's conversations, but I understand why you had to do it. Just promise me you'll get rid of those bugs once this is all over, okay?"

Noteworthy smiled back at her, glad that she wasn't angry with him. The pair headed towards his house as the other ponies prepared to carry out their roles.

"Valiant Shield and I will stay here until Twilight's friends have returned. Spike will head into the Everfree Forest with Carrot Top as soon as she gets back," said Shining Armour, "Now, you two…"

"Lyra?" A familiar voice interrupted him.

Dr Whooves had spotted the gathered group and noticed the grave looks on their faces. He had been searching for his friend for a short while, first trying her house, then Berry's, before finally finding them here.

"Lyra, what's going on?" he said, "What's happened?"

"Ah… sorry doc," she said, "There's trouble. I can't really say…"

She hesitated, aware of her present company but not wanting to keep him in the dark.

"You can't tell anypony about this, but I want to give you a heads up," she said, leaning in close. "Nightmare Moon has returned and the Elements of Harmony are missing. Berry and I are heading into the Everfree Forest to find them now."

"Wait, the two of you are going?" he asked, "Alone? Why aren't you taking any back-up? Shouldn't Twilight and her friends…"

He stopped talking when he noticed the purple unicorn was right there. Valiant Shield frowned at Lyra and advanced on the doctor.

"No citizens should be informed of this. Panic is the last thing we want now," he said, "Lyra, you're out of line."

"He's the best doctor in town. If the worst happens, we need him to be ready," she retorted, "Whooves, I'll be fine. You don't have to worry."

But he wasn't going to be easily appeased. He had hoped he would have some time to hang out with her this morning, because it was the last chance he would have to properly say goodbye before he did what he had to do.

Everything was moving too fast, faster than he had expected. Something had obviously happened this morning that he hadn't been planning for.

He felt a lump rise in his throat as he realised this was going to be the last time he saw her. This would be his final farewell to his closest friend, and he couldn't even tell her so.

"You, you take care, alright?" he said, forcing himself to keep his emotions in check. "Don't do anything stupid. Don't take any unnecessary risks. Your safety comes first."

Lyra closed her eyes briefly, trying to clear her head. Her hangover had her in a foul mood and she didn't need the doctor getting overprotective of her now he knew the true nature of her job.

"I'm a professional. I've done this sort of thing several times before. You don't… hey!" she cried out in surprise as Whooves suddenly nuzzled against her neck, pressing his head hard against her body.

"You're a good mare, and a good friend. You remember that. Don't let anypony tell you different," he said determinedly, "And no matter what happens, remember that I'm your friend. I only ever wanted what was best for you."

"Ah… ok?" she said uncertainly, patting him gently on the back. "Are you alright? Have you been drinking as well, Whooves?"

Berry hung back, looking on jealously as the two ponies hugged it out. "And she said there was nothing between them," she whispered to herself. "Yeah, right."

"I hate to break this up, but we don't have much time here," said Shining Armour, not without a hint of sarcasm. "Lyra, Berry, come here."

The unicorn disconnected herself from Whooves and the two spies stood before the commander of the Canterlot guard.

His horn flashed and the mares' bodies flickered with light, before vanishing completely. Whooves blinked in surprise, though the other ponies were unphased.

"You'll have to communicate as you go, make sure not to lose each other," said Shining Armour, "I'll keep the spell active until you come back. Take care."

"We will," said Lyra, feeling slightly unsteady on her hooves. Being invisible made it hard to see where she was walking – she hoped her hangover would ease off before they reached the castle.

The two spies set off on their journey. Whooves realised that Twilight was staring at him coldly – she hadn't forgiven him for the way he rejected her the other day – and decided it was best he got going.

He pushed his sadness at saying goodbye to Lyra to the back of his mind. There was a lot he had to do.

Things were not turning out the way he had predicted and he would have to alter his original plan to ensure he would save Equestria. He was going to have to work fast.
The next few hours would be vital.

****

The two ponies walked on in silence, following the path through the forest that led to the castle. Many centuries ago the building had been in regular use but it had since fallen into complete decay. The route there was now overgrown, with the nearby vegetation creeping over its formerly smooth edges.

However, for the most part there was still a clear track to follow and the going was easy. Lyra pushed forward in a fast march, not running but not bothering to slow her pace for her companion either. The unicorn's invisibility had been disorientating at first but she had become used to it. It was just a case of trusting her senses other than sight.

Berry was keeping pace with her but the earth pony was having a little difficulty with the metal gloves on her hooves. She had to keep them clenched into fists to make walking easier.

She occasionally called out Lyra's name in a low whisper to ensure they were sticking together, to which the unicorn would give a monosyllabic response.

Berry was growing increasingly frustrated with her friend's sullen attitude but let it slide for most of the journey.

However, soon the path became trickier to navigate. The undergrowth became more prominent and in some places they had to push themselves through brambles and branches.

The two ponies made their way past a river, where they had to go a distance upstream to find a part that was shallow enough to cross, and carefully made their way down a cliffside that was treacherous in places.

It was when they came to a narrow rope bridge that Berry decided she had had enough of her companion's lack of communication.

"Lyra, you have to speak to me," she said.

"I have been. We've been keeping track of each other fine," said the unicorn, "Be careful on this next bit. Parts of this bridge are incomplete – you're going to have to tread carefully to make sure you get a good hoofhold."

"That's not what I meant, and you know it," said Berry, "All of today you've been trying to blank me out, as if I don't exist. I know I crossed a line last night but I've done nothing to deserve this."

Lyra didn't respond. She was too busy focusing on the way she stepped across the bridge, all the while trying not to look down into the ravine below.

Berry was behind her, paying just as much care but talking all the while. "If I'd known about your hang-ups, I wouldn't have come on as strong as I did. But I thought you felt the same way about me, Lyra. The way you acted around me, the emotional support you gave me.

"I'd been watching you for some time before I confronted you in the restaurant and I can tell you're normally a reserved pony, being careful not to let your emotions show too much, even around friends. But with me, you let down some of your inhibitions. You allowed yourself to be silly. Doesn't that tell you something?"

Lyra remained quiet but her heart was torn. As much as she hated to admit it, there was a small part of her that wanted to be with Berry. All that she had said rang true.

But she couldn't do it. She'd spent her life alone and her fear of the unknown was too great. Though she was brave when it came to putting her body on the line, opening herself up emotionally and risking heartbreak was a step too far.

She wanted to stay alone, no matter how much it hurt. No matter what she could be missing out on.

The two ponies made it across the rope bridge and continued on their journey.

"Berry, can we talk about this later? We're getting near to the castle and we're going to have to stay quiet."

"Lyra, face facts," said the earth pony, "We're deep in the middle of one of the most dangerous places in Equestria, potentially about to face the most powerful being in Equestria. We have to talk about this now. There may not be a later."

The unicorn came to a halt, realising that what Berry said was true.

"Okay," she said, building up her resolve. "Okay. You're right. There is something there. I can't deny that. But I don't know how I really feel, whether it's genuine attraction or just a feeling I've got because you're the first pony who's ever truly wanted me.

"I know you want an answer and I know I've been treating you unfairly. I apologise for that."

Berry gasped in shock, which Lyra thought was a bit of an overreaction. That was because she couldn't see what the earth pony could see.

She continued: "The truth is, I can't give you an answer. I need more time to think about it and work out how I feel. But, but you are my friend. And if we're going to face this together, you need to know that. No matter what happens, even if we drift apart because of this, I'll always try to be there for you if you need me."

"Lyra, look at me," said Berry, her voice shaking.

She frowned in confusion, wondering exactly what good that would achieve. She found out when she turned around.

The purple earth pony was standing in front of her, fully visible, with her eyes wide open in fear. Lyra looked down and saw her own hooves, clear as day.

"Oh no. No no no," she murmured, "The spell was supposed to keep us protected all the way here and back."

"There's no way Shining Armour would shut it off before we returned, "said Berry, "Something's happened, Lyra. Something bad."

The unicorn looked up into the sky, half expecting to see Nightmare Moon swooping in to attack. "I think you're right. Nightmare Moon is powerful enough to dispel an invisibility spell, but I don't see how she would have detected us this early. It's possible she could have put a protective aura around the castle, but we're not close enough for that to be plausible."

Her face blanched as a thought suddenly struck her. "Oh hell. Berry, this might be our fault. We were so distracted by the news about Celestia that we forgot to tell anypony we were attacked last night. If the same pony who went after us has…"

"We, we can't change that. And we've come too far to go back now," said Berry, "If anypony's in trouble, we wouldn't be able to get back in time to help them anyway."

Lyra sank back onto her haunches – the thought that Ponyville could be under assault was almost too much to bear.

"Come on," Berry said urgently, tapping her on the shoulder. "I can see the top of the castle just above the trees. We're probably about ten minutes away, less if we run. If the Elements of Harmony are there, they're our only hope."

The two ponies broke into a sprint, racing through the trees.

They slowed their pace as they neared their destination. Berry was panting heavily and welcomed the chance to recover – running was difficult with those gloves on her hooves.

Lyra was breathing easier but she was walking slower than Berry. The castle was dead ahead of them, its crumbling spires making for an imposing sight even in the sunlight.

The castle was divided into two buildings. Barely anything remained of the first, save for the side walls, the splintering front door and a couple of towers that framed the front of the building. A set of stone steps built over a gaping chasm led to the entrance.

The unicorn felt a growing sense of dread as she drew closer. She had been here once before, on a mission for Celestia that had almost claimed her life. Seeing the castle reignited memories of her near-death experience, of the time her consciousness spent floating between life and oblivion.

Berry walked past her and onto the steps leading to their destination, constantly checking her surroundings for any other sign of life. She turned around when she noticed Lyra wasn't following her.

"Come on, it's alright," she said, "There's nopony here."

Lyra hesitated at the edge of the castle grounds, a wave of apprehension making it hard for her to move forward.

She closed her eyes, strengthened her resolve, and forced herself to follow Berry in through the large double doors.

The building consisted of one room that had long been missing its ceiling. In the centre stood a large pedestal with five outstretched arms that had once held the Elements of Harmony. Each one was empty.

"They're not here," said Berry, "Was this all just a diversion?"

"Don't give up yet. This castle was built in two sections," said Lyra, pointing to a collapsed doorway on a side wall.

The exit led to a long stone staircase built into the side of the second building, which was much larger than the first and had held together better over the centuries. It was three stories tall and had several arched windows looking out onto the Everfree Forest. It stood alone on a pillar of rock and earth that had been built up unnaturally to act as its foundation – there was nothing around it except for a sharp drop to certain death.

Lyra led the way this time, carefully navigating her way up the treacherously narrow steps.

The second building was made up of three open rooms, one on each storey. The castle had been created for practicality, for use as a headquarters. The only features of note were the pillars that had been built into the walls for stability and the wide windows that rose up from floor level.

The two spies checked each floor, finding nothing until they reached the top. The doorway leading off the staircase was blocked by fallen rubble.

"This happened recently," said Lyra, "Twilight and her friends fought Nightmare Moon inside here. Someone wants to keep us out."

Her horn glowed and she began to pull the rocks aside. Berry opened up her metal fingers and started clearing the debris faster than Lyra could, the magic-imbued gloves enhancing her strength.

As the rubble was pushed away, they saw a sight that caused them to double their efforts.

The Elements of Harmony were lying in the centre of the room, seemingly unguarded.

Staying alert, Lyra walked over and lifted one up with her magic for inspection.

"Are they…?" Berry let the question hang in the air as she moved in for a closer look.

"They're genuine," said Lyra, grinning wide. She gathered the remaining elements, revealing a lengthy hoofwritten letter that had been underneath them.

She raised it up and shared a misgiving look with Berry.

"This has been way too easy," said the earth pony, who was growing concerned. "That letter means trouble. Skim read it quickly, so we know what we're dealing with here."

Lyra grimaced as she took a closer look – it was written in a childish scrawl that was barely legible. She flicked through it, picking out what little she could read.

"Dear scum," she said, then pulled her head back in surprise. "Well, that's not a promising start. Let's see here… it talks about revenge, something about making ponykind pay, and what's this… the streets of Equestria will run red with blood."

Berry raised an eyebrow. "That doesn't sound anything like Celestia or Nightmare Moon. Whoever wrote this is one bottle short of a picnic."

Lyra lifted the letter up as she read further along, skipping over all the details of the writer's murderous rantings and going straight to the end.

"Thank you so much for reading this letter and I hope you enjoyed it," she read, "Sadly you won't have the chance to see the future I have planned… etc, etc… I placed a dozen magical charges at the base of this castle… they will have sensed you the second you entered and any moment now they will…"

She dropped the letter immediately and used her magic to grab the Elements. "We have to get out of here now. RUN."

Berry felt a surge of panic-induced adrenaline as she followed Lyra's lead and raced down the winding stairway.

Their hoofsteps echoed through the castle as Lyra hoped against hope that they weren't too late. The rubble in the doorway, the letter – both had been delaying tactics aimed at making sure they were killed by the trap that had been set for them.

As soon as they reached the ground floor there was the sound of multiple muffled explosions from far underneath them, which rocked the pillar of stone and earth that held up the castle. The shockwaves rippled up and into the building, causing the ground underneath their hooves to tremble and forcing them to brace themselves to keep their balance.

Earth began to fall away from the base of the column and the entire structure slowly began to lose its stability.

"Move!" shouted Lyra, racing towards the doorway at the end of the open room as the faint sound of crumbling stones grew steadily louder, building to a crescendo.

She headed outside and reached the open stairway, where the sheer drop on either side forced her to slow down. She hopped down as fast as she dared, with Berry just a few steps behind her.

There was a terrifying roar of crunching rock from far below them as the damaged base of the pillar finally began to give way, no longer able to hold up the weight.

Lyra was almost at the bottom of the stairway when it happened. The crumbling land behind her exerted its strength on the fragile structure and pulled it apart.

She went to place her hoof down and it found nothing but air. Committed to her forward motion, there was nothing else she could do but make an unprepared jump for safety.

She rolled as she hit the ground, barely managing the leap. Terror ripped into her and she dropped the Elements around her as she looked back at Berry.

The earth pony was gripping onto the stairway with all her might, struggling to stop herself from falling off the side as the land underneath her gave way. There was no way she could make the jump Lyra had done, and it was growing wider by the second.

Lyra screamed her name helplessly, watching as the unstable earth column began its final descent into oblivion.

But Berry wasn't willing to die without a fight. She released her grip on the steps and raced back up the stairway, her hooves slipping dangerously underneath her. As she reached the top, the entire structure started to go into freefall.

She threw herself against the castle wall, which was now at a diagonal, and ran upwards, putting extra downward pressure on her front hooves in a desperate attempt to stay attached to it.

The castle had lost gravity by the time she reached the top of it and she didn't have enough friction to jump. She flew off the edge, her front legs reaching for the ground that had seconds ago been 30 feet below the peak of the castle's turrets but was now barely level with her.

The lip of the cliff edge slammed against her mid-section and she extended the gloves' metal fingers to try to grab a hold, ignoring the pain of her sudden impact.

Her hands dug into the earth and she momentarily secured herself, but her grip was too loose for her to pull herself up.

Lyra felt a rush of relief when she saw Berry had saved herself, but that was quickly replaced by fear-stricken determination. She raced around the cliffside, praying she would get there in time.

The area was covered by dead trees and bushes and she had to force herself through the vegetation, the spiky brambles scratching her skin.

An almighty crash rang out as the falling castle smashed against the cliff.

Berry shouted out as she felt her handhold slipping away, and pressed her front legs down hard against the ground in a desperate attempt to stop herself from falling.

Lyra was just yards away when Berry lost her grip and began sliding off the edge. The unicorn leapt forward, her hooves reaching out to save her friend.

Then several things happened in the space of about a second.

Berry wrapped the fingers of a metal glove around Lyra's right front leg, but she was ill-versed in how the device worked and had no control over how hard she grabbed her.

The hand was powerful enough to crush rocks in its grasp, so Lyra's leg didn't stand a chance. The metal fingers clasped shut and dug deep into her flesh, almost reaching the bone.

Lyra was too consumed by adrenaline to feel it at first – in that same instant, Berry fell over the edge and her weight pulled the unicorn forward.

Lyra realised that she was going to fall as well and took immediate action, pressing her body flat against the ground and lashing out with her magic. She used the full force of her telekinesis to hold herself still, exerting downward pressure to stop herself from falling forward.

Her front legs hung over the cliff edge, with a terrified Berry Punch holding onto her as tightly as she could.

As soon as Lyra realised they had stopped moving, that they hadn't fallen, the pain hit her. Agony tore into her, red hot spikes of sensation surging from her mangled leg.

She screamed - a shrill, horrifying sound that pierced the quiet of the day. Berry felt her stomach lurch as she looked up at the unicorn and realised what she had done, her guilt fighting with her terror of the fatal drop below.

Lyra screamed again, this time through gritted teeth, her eyes open as she tried to force herself to cope with it. She somehow had enough presence of mind to continue using her magic to hold them both steady – it was the only thing preventing the two ponies from going over the edge.

It took her minutes to reach a stage where she could think clearly again. In that time, Berry had been looking around frantically for a way to save herself.

She was dangling from an overhang. The cliff face curved sharply away from the verge on the top and although she could reach it with her free hand, lower down it was too far for her to touch with her back legs. The cliff top was also out of her reach – Lyra's front legs were dangling over the edge and it was a wonder she was keeping her balance.

Berry tested the dry-looking earth with her hand and it crumbled at her touch. It was too fragile for her to get a grip. Even if she pushed her leg in all the way, there wouldn't be enough density for it to hold her weight.

That realisation sent terror through her. If the ground was that weak, there was a possibility the area Lyra was lying on wouldn't be able to hold her for long.

"Lyra, you've got to lift us back up," she said, her voice barely a whisper. "The ground's unstable, it might not hold."

The unicorn was wheezing, her eyes watering, but she heard Berry's words. Her back legs stretched out behind her. Tentatively, she shifted slightly in preparation for getting up.

She felt gravity taking hold, Berry's weight threatening to drag her over. She immediately pressed herself completely flat again, panic-stricken. It took a few seconds for her to realise she was still safe.

"I can't stand up. I'm too overbalanced," she said in between gasping breaths. "Berry, you're going to have to climb."

The purple earth pony was unable to respond right away. Her fear was beginning to mingle with something else, which she was having to fight away. A sense of inevitability.

"The ground here's too unstable. If we don't do something soon…" she wasn't able to finish her sentence.

A feeling of dread passed though Lyra as she realised it was all up to her. She was the only one who could save them.

She thought quickly. She couldn't risk moving her body, but her physical strength wasn't the only option for lifting Berry up.

Her telekinesis was the only thing holding them steady, so she couldn't dare to reduce its power. If she was going to save her friend, she was going to have to push herself beyond her limits.

A magical aura formed around Berry as Lyra extended the scope of her spell. She focused hard as she tried to simultaneously hold herself down while lifting her friend up.

She grunted with exertion as her magic bore the brunt of the earth pony's weight. The drag on her front leg lessened slightly as Berry began to levitate slightly, shifting upwards by about an inch.

But try as she might, Lyra couldn't lift her any higher. With most unicorns, their magic can only hold the same weight as they can physically carry. She simply didn't have the strength to save Berry.

She tried to push herself harder, the aura around her horn flaring. It made no difference.

Lyra put her all into one last effort, at first groaning with exertion, then building up to a prolonged scream of pain, fear and frustration.

Exhausted, she was forced to release Berry and fully dedicate her efforts to keeping herself steady. She winced with pain as the weight went back onto her front leg.

The earth pony was silent, fighting an internal struggle against her own grief. She had come to a dreadful realisation when it became apparent Lyra's magic wasn't strong enough to lift her up.

Memories came flooding into her mind, visions of important parts of her life, happy times and past regrets. Aspects of her being that would soon be no more.

She looked up at Lyra with a sad, defeated expression on her face. The unicorn saw something in her eyes that forced her to catch her breath.

"Berry?" she said, her voice breaking slightly.

"Lyra," the earth pony said, a whisper on the breeze. "Lyra. I have to let go."

Chapter 18

An emotional numbness passed through Lyra's body, momentarily deadening the pain from her crushed leg.

She looked down helplessly at Berry, who had a sad, defeated expression on her face. She appeared to be resigned to her fate.

There was no sound save for the rustling of the wind and the gently crumbling of earth from the overhang Lyra was lying on. There was no other fully sentient life around, no-one who could help them.

Lyra tried to speak but couldn't find the words. She was too much in shock.

"Now, listen to me," said Berry, her eyes closed and her voice quiet. "You have to make me a promise. I need you to look after Pinchy for me."

Her words shook the unicorn to the core. Made her realise this was actually happening, that her friend didn't have long to live. Her breath started coming in short gasps as she tried to stop herself from breaking down.

"I know it'll be difficult, but you won't be alone. My friend Colgate often babysat for me and Pinchy likes her. She might even be willing to adopt her, but I think it'd be better if you did that," Berry said, now looking her in the eye. "You need somepony in your life, Lyra, to stop you from becoming disconnected from everypony. You need…"

She stopped talking suddenly as the earth in the cliffside shifted loudly, fragments of rock dropping away into the chasm below. They didn't have much time.

"You need somepony to care about and somepony to care about you. Having a daughter has been difficult at times and it's a great responsibility, but…" She began to tear up. "But I wouldn't change her for the world. I have no regrets. You have a big heart, Lyra. I know that you'll take care of her."

"Stop this," she replied, "Just stop it. We have enough time to work this out. Pinchy needs you."

Berry closed her eyes again. "She may hate you, at first. She'll need somepony to blame. But once Nightmare Moon has been defeated, she'll realise who was truly responsible. And she'll do anything for her mummy. You tell her this was my last order to her, for you to look after her."

Lyra gritted her teeth and, with a sudden surge of energy, tried to lift Berry again with her magic. The earth pony was encased by an aura of telekinesis. As before, the unicorn could only shift her by about an inch.

"Lyra, please don't. It's no use," she said, her voice trembling, "Don't make this any harder than it needs to be."

"Will you shut up?" the unicorn cried, her eyes streaming. "Shut up, you with your defeatist attitude. I am not going to let you drop. I can save you. I just need to find a way."

The pair fell silent as she exerted her full magical force, trying in vain to push herself to do the impossible. Her body shook as her horn glowed brightly, working to keep her secured against the ground as she attempted to save her friend.

Berry kept her eyes closed. She found it easier to cope with her situation if she could at least block out the sight of it.

She became aware of a wetness on her leg, the one she was holding onto Lyra with. Rivulets of blood were flowing from the wounds on the unicorn's leg, dripping from the metal glove that had imbedded itself in her flesh.

The sight of it served to strengthen Berry's resolve. Lyra needed medical attention and ponykind needed the Elements of Harmony so they could defeat the darkness that had consumed Princess Celestia.

Nightmare Moon could return at any moment, to ensure the trap set at the castle had killed them both. There was also the fact that they didn't know what had happened to Shining Armour, to cause him to shut off the invisibility spell.

Lyra had to get going now, get to safety and help the others. Her journey was going to be difficult with only three fully functional legs, so the sooner she got going, the better.

The unicorn released her magical grip on Berry again, exhausted. It was hopeless, though she still couldn't come to terms with the fact. Her damaged leg was now numb, with nothing but a prickling sensation emanating from it. She knew that was not a good sign.

"I want you to promise me," said Berry, "Tell me you'll look after my daughter. I need to hear it."

"No. I won't," she said, "Because that means you'll be able to let go. I won't let you do that."

"Lyra… there's so much more I wanted to say to you. So much more I wanted to share with you," said Berry, building up the courage to finally do it. "We would have been good together, I know it. You and I…"

She stopped, becoming choked up. "I just hope that someday you see yourself the way I see you."

Lyra sensed then that Berry was about to let go and felt a sudden rush, a compulsion to do something, anything to stop her.

"Berry, wait!" she shouted, "I've had an idea! I know what we need to do!"

The earth pony hesitated, a spark of hope igniting in her. She stared up at Lyra, who was looking around frantically for something that could help her, some miracle.

Berry's hope instantly died. There was another rustling of earth as the cliff crumbled further.

"You don't have anything, do you?" she asked.

Lyra scanned her surroundings. All she could see was the forest, which stretched out far into the distance. Dead ahead of her was the remains of Nightmare Moon's castle, the one building that hadn't been destroyed by the explosive magical charges.

The ruined building was empty, all except for six small treasures. The very thing they had come here for.

"The Elements of Harmony," Lyra murmured, a desperate idea forming in her head.

"What?" asked Berry, confused.

"Yes. Yes! I've got it!" she cried, "The Elements can channel a huge amount of magical energy – they were created by the most powerful unicorns of Celestia's day. I might be able to make use of that."

She thought quickly, wondering what the best way to go about this was. The Elements needed six ponies to focus their full might but they were equally powerful on their own. It was just that they only tended to be used as a full set, rather than individually.

"Whatever you've got planned, you'd better make it quick," said Berry, suddenly energised by the idea that she could be saved after all. "This cliff isn't stable. If you're going to do something, do it now."

"Okay, hold on," she said, "All of the Elements enhance a pony's innate power but it's probably not safe to try to use them all at the same time. If I'm going to pick one, the choice is obvious – the Element of Magic. Twilight's able to use it to channel the power of all the rest, so it must be the strongest."

She focused hard, extending the reach of her already-active telekinesis to stretch across the chasm and grab her chosen Element. She concentrated as she levitated it towards her, then placed it at her side.

She could feel the power emanating from it, even though she wasn't wearing it yet. It was a mighty artefact containing energy that had existed for several centuries.

With a strange sense of trepidation, she lifted it up again and firmly put it into place atop her head.

She was unprepared for the effects.

As soon as it made contact with her skin, her mind became consumed by a whirling maelstrom of memories, magic and power. It was almost too much to handle – she felt her sense of self almost being torn away, as though she was a speck of dust in a hurricane.

Her physical senses were deadened even as her mental state was taken to a higher plane. She stared dead ahead with blank eyes – the only sign that she was still conscious was her horn, glowing as her telekinesis continued working to prevent her from falling off the cliff with Berry.

The earth pony noticed the change come over her and felt a sudden spike of concern – Lyra looked like she'd become possessed.

"Lyra? Lyra! Can you hear me?" she cried, "Are you alright? What's going on?"

"It's incredible. It's like nothing I could have imagined. Is this what Twilight feels whenever she puts this thing on?" the unicorn said. She grimaced as the inherent power of the Element tore at her mind, almost as if it was assaulting her. "It feels… wrong."

"Lyra, if you're going to use that thing then do it now! It's having some weird kind of effect on you!"

She was about to respond but was stopped by a stab of pain in her skull. It rippled outwards, quickly building to a migraine – the magic-imbued tiara on her head was physically hurting her.

But she could feel the monstrous power within it and the boost it was giving her own abilities. If she could bear it a little longer then she believed she would be able to save Berry.

"Brace yourself," she said, breathing heavily, "I'm going to try again."

She focused, ignoring the rushing of blood in her ears, and her horn glowed as she reached out with her telekinesis once more.

The aura encompassed Berry's body and the earth pony watched with concern as Lyra pushed herself harder than before, her teeth grinding together with the effort.

Berry felt herself starting to levitate – the spell took her weight more easily this time as she began to rise up. She gasped as the cliff edge came within grasping distance, hope surging in her.

It took her a few moments to realise she wasn't rising any higher. The extra power Lyra had gained from the Element had only enabled her to lift Berry up by another couple of inches. The unicorn was visibly suffering now, sweat dripping down her face as she struggled to maintain her spell.

Berry reached for the cliff edge with her free hand, the metal fingers curling over the top and gaining a tentative hold.

At that point, Lyra could no longer keep her spell going. The aura around Berry's body faded again as she released her, gasping from her exertions. The Element was causing her such pain that it felt as though there was a vice slowly tightening around her head, the aftershocks of each further twist pulsing through her entire body, to the tips of her hooves.

A multitude of images flew unbidden through her mind, memories that she had never experienced in times she hadn't been alive in. She knew they were somehow coming from the Element itself – the memories belonged to somepony else.

Berry grimaced with effort as she desperately tried to keep her hold on the cliff edge, but she could feel the metal fingers losing their grip. With nothing else to lose, she attempted to pull herself up to safety.

She let out a short, sharp cry of despair as her hand slipped away, causing her to fall. Lyra cried out as the earth pony's full weight was dropped back on her leg. Berry winced, her guilt tormenting her as her body swung like a pendulum from the momentum of her fall.

"Lyra, you have to stop this! The Element isn't working and it's, it's hurting you!" she cried, "Face it, there's nothing you can do!"

"I am… NOT… letting you fall." Lyra spoke slowly through clenched teeth, tears glistening in her determined eyes.

"Lyra!" Berry's voice was choked, her emotions making it hard for her to speak. "Damn it, there's no point in us both dying here. I'm begging you, take that thing off. Give me a chance to properly say goodbye. I don't want this to be the last thing I see."

The unicorn couldn't respond. The images were racing even faster through her mind now, almost taking over her perception of reality. She witnessed historical events, nations being born, spells being conceived, all from the viewpoint of another pony. A pony that the Element seemed to have given her a mental link to.

Even through her agony, she realised who it was. From what she was seeing, it could be no other pony. A magic user whose power far exceeded hers. An alicorn. Celestia.

She knew the princess had been the original bearer of the Elements but she had believed that tie had long been severed. Twilight and her friends bore that responsibility now. So why was the Element connecting her directly to Celestia?

She was in too much pain to even attempt to figure it out. The only thought in her mind was to save Berry, and her current link to the princess' mind gave her access to a spell that could achieve that.

"Lyra, I'm letting go," said the earth pony, her voice trembling. "I can't watch you do this any more. You make sure…"

"No!" shouted Lyra, "No. The Element's giving me something… telekinesis isn't working, so I'm going to try something else. I'm, I'm going to try to cast a teleportation spell."

"What? You know how to do that? Then why didn't you…"

"I don't. I just have a sense of how it works," she said, "I'm hoping that if I just push hard enough, the Element will do the rest."

Berry looked away, a sense of hopelessness overtaking her. Lyra was clutching at straws now, she thought. If she allowed this to continue, the unicorn would keep pushing and pushing until she had nothing left to give.

Lyra closed her eyes, her body shaking, and focused her imagination, picturing Berry being sent to a spot far behind her, away from the cliff edge. She reached deep into the seething torrent of power within the Element, felt a rush of energy, and cast her spell using all her magical might.

She felt the weight on her leg disappear, the metal fingers pulling out of her flesh.

She opened her eyes.

Below her there was nothing but open air, the depths of the chasm too hard to see even in the sunlight.

There was a dreadful, sunken feeling in the pit of her stomach and her heart was pulsing. Had the spell worked, or had Berry… had she…

"Berry?" Her voice was less than a whisper, audible only to her.

Her sense of shock faded enough for her to realise she needed to get herself to safety. She pulled back her one good front leg and used it to steady herself, then pushed herself away from the cliff edge with a sudden rush of fear, vertigo momentarily taking hold. The Element's dreadful power still tore at her mind, the agony making it hard for her to do anything other than act instinctively.

She lay on the ground, breathing heavily, then with one last flash of her horn removed the tiara, casting it to the ground.

The abrupt end to its draining effects somehow felt even more painful than when it had been on. When she had been wearing it, it had deadened her physical senses so it could attack her mind.

Now it was off, she could feel everything. The burning sensation of the open wounds in her leg tore through her, her veins felt like tendrils of ice running through a body on fire.

She staggered onto her hooves, keeping her destroyed leg raised off the ground.

"Berry?" she called out. There was still hope in her but it was a dreadful kind of hope – deep down she believed the worst but without proof, she didn't have to accept it.

She tried to walk – her three legs responded at first, taking her safely away from the perilous drop, but she was too physically broken to go more than a few steps.

Her hooves gave way underneath her and she began to stumble to the left. Unable to keep her balance, she fell heavily on her side. She tried to stand back up but found she was unable to move.

The periphery of her vision began to darken but she fought against it, determined to stay conscious.

"Berry!" She screamed, a broken shriek that pierced the otherwise quiet surroundings of the Everfree Forest.

Suddenly she became aware of something wrapping itself around her, holding her, nuzzling against her neck.

"I'm here."

Berry Punch held her tight, not daring to let go. Against all odds, the power of the Element had won through. The earth pony had been on the verge of letting go when she suddenly vanished and reappeared several feet away from the cliff, near the edge of the woodland.

"You saved me," she said, "You brilliant, wonderful creature, you saved me. I'd given up hope. I was certain that was the end for me, that I was gone."

Her body was trembling, unable to recover from the terror that had gripped it minutes ago. The metal hands lay a few yards behind her – she had removed them as she approached Lyra, not daring to run the risk of hurting her again.

"I'm going to take care of you. I'll get you help – you've really banged yourself up," she said, still holding the unicorn tight. "You're like nopony else. No other pony would have pushed themselves as hard as you did to save…"

"Shh," Lyra said softly, nuzzling her head against hers.

Berry lifted her head, sensing something in the unicorn's voice. Her gaze met Lyra's and she saw it in her eyes – not just friendship, or affection, but something else. Something deeper.

She returned the unicorn's gentle smile, her heart filling with warmth.

But her happiness turned to horror as Lyra's breath suddenly caught in her throat and her eyelids flickered as her eyes rolled back into her skull.

She had pushed herself too hard, for too long, operating beyond her limits for an extended period of time. Her body had been unable to take it and her mind had been shutting down for the past few minutes.

She had fought against unconsciousness in the hope that she would see Berry one more time but now she was unable to keep it at bay any longer. She succumbed, her world falling into darkness.

"Lyra?" Berry murmured, her concern rapidly evolving into heart-chilling fear. "Lyra? Lyra!"

But the unicorn spy could no longer hear her.

Chapter 19

Much happened in the few hours since Berry Punch and Lyra left Ponyville on their quest to find the Elements of Harmony. This is the tale of Twilight Sparkle.

The unicorn sighed unhappily as she looked out into the Everfree Forest, her brother by her side. The two spies had left just seconds ago and she couldn't help feeling concerned.

The two guards who had been posted outside her library door had also gone, heading to Canterlot to assess the situation and ascertain whether Celestia had truly been taken over by the malevolent spirit of Nightmare Moon.

Pinkie Pie was out gathering their friends so they would be ready to use the Elements, once they were discovered. There was little else to do now but wait.

"Come on Twiley, let's head inside," said Shining Armour, "We need to work out a contingency plan."

She complied, following her brother and his deputy Valiant Shield into the library, with her faithful assistant Spike not far behind. The four assembled in the main room, their expressions grim.

Valiant Shield spoke first. "We have to face facts. There's every chance that Lyra and Berry won't find the Elements and, even if they do, it's possible they won't work against Celestia. She was the first one to bear them and she knows and understands their power, so she may know how to counter-act them."

"Agreed," said Shining Armour, "We need a back-up plan. According to Noteworthy, Luna is already out of action, so we can't count on her help."

"There's, there's an obvious second option," said Twilight reluctantly. She trotted over to one of the bookcases and used her magic to start rummaging through the tomes on the shelf.

"Got it!" she cried as she found what she was after. She levitated a book over to the other three ponies, flicking through the pages as she went. "This is a copy of the book that first alerted me to Nightmare Moon's return, back when I was living in Canterlot. It tells the story of Celestia's fight with her and how it ended."

Shining Armour's expression hardened as he realised what she was talking about. "Banishment."

Twilight nodded. "I'm hoping we'd only have to use it as a last resort, but if it did come to that it would give us time to work out a better solution. If we can find out how to do it, we'll be one step ahead."

"You're right, but I can't imagine it'll be easy to find. We're talking about ancient magic here, a spell that's only ever been cast by Celestia."

She smiled at her brother. "Then it's a good thing you've got me on the case. You may be stronger than me and you may be commander of the royal guard, but there's one thing that I've always been better at than you."

She tilted her neck from side to side and hunkered down in front of the book with a grin. "Studying!"

****

The two unicorns spent upwards of an hour reading through a half dozen books on Equestrian history and magical theory. The information they had found did not bode well for their chances.

Princess Celestia had never written any books under her own name, though she had adopted a number of pseudonyms. Her favourite subjects were history and nature.

Unfortunately, she had never written anything directly about her fight with Nightmare Moon – her past conflicts were not something she was proud of and she didn't have any inclination to write about how she vanquished her own sister.

However, others had speculated about what had happened and the essays they had written were likely to be the truth. After all, they had existed for centuries and surely Celestia would not have allowed them to stay in print if they were incorrect.

The spell she had used could not banish a being to the Moon in their normal, physical state. Instead, it would first break down their body into a gaseous form, a distilled essence of their being. This would make them easier to manipulate.

However, it also meant the spell could only be used against shapeshifters, such as Luna. If it was cast on a being that was unable to transform themselves in such a way, the likely result would be death.

While the two unicorns continued studying, Valiant Shield and Spike were becoming increasingly uneasy. There had been no sign of Twilight's five friends since Pinkie Pie left the library and time was marching on.

Carrot Top had also been told to come straight back after she had completed her preparations, so she could travel with Spike to the Everfree Forest and meet with Zecora. It was likely she had been delayed while helping Noteworthy with his surveillance duties, but there was no way it should have taken her this long.

"I'm not waiting any longer," said Valiant Shield, "I'm going out to find them. Find out why they're taking so long to get back."

Shining Armour looked up and suddenly realised how much time had passed. He had been so engrossed in studying with his sister that everything else had gone out of his mind.

He nodded in acknowledgement, and his deputy opened the door as he went to find the errant ponies. The pegasus guard did not have to look far.

A lone figure was walking slowly towards the library, wearing a meek expression of concern on her face.

"Fluttershy," he said, "Where are the others? Why did Pinkie Pie take so long?"

The yellow pegasus cowered slightly at the authoritarian growl in his voice. "Well, um, she tried to find Rainbow Dash first but she was sleeping on a cloud. She spent ages trying to wake her up – shouting, throwing stones, even bouncing on a trampoline to try to reach her – until she realised it'd be easier to get me to do it. The two of them are going to get Applejack and Rarity now. They shouldn't take long."

"Typical," he said with a sigh, standing aside to let Fluttershy into the library. "Never trust a joker to do a soldier's job. That still leaves Carrot Top. She should be here by now."

"Carrot Top?" said Fluttershy, momentarily confused. "Oh! You mean Golden Harvest? I saw her a while ago, passing by my house. She was headed for the Everfree Forest."

"What?" he cried, causing the other pony to shrink back nervously.

"Oh, oh, I'm sorry," she said hastily, "Should I have stopped her? I didn't know."

"She left without me?" asked Spike, "Why would she do that? She knew the plan."

Valiant Shield sighed impatiently. He was already rattled by the idea that Celestia, who he had served loyally for his entire career, had been corrupted by evil. The last thing he needed was for other ponies to be failing to carry out the tasks they had been set.

"There's nothing else for it. I'll have to escort you myself. Come on Spike," he said.

The young dragon followed him towards the door, then turned round just before he left. "Stay safe, Twilight. We'll get through this."

"Of course we will," she replied, forcing herself to smile. "It always turns out for the better. We'll save the princess."

Her expression drooped as he shut the door behind him, and she looked over to her brother. "Though if Lyra and Berry Punch don't find the Elements of Harmony, I'm not sure how we're going to do it. Nopony's ever been able to find out what manner of creature Nightmare Moon is, not even Luna. How else are we going to beat her?"

"Oh my," said Fluttershy, looking worried. "You mean we don't have a plan? We're going up against Nightmare Moon without any kind of plan? Are you ponies crazy? We won't stand a chance unless we have a…"

She trailed off, suddenly aware that Shining Armour was staring at her angrily. Twilight was fearful enough already and her outburst wasn't helping matters.

Fluttershy fidgeted uneasily, unable to fully look him in the eyes. "I shouldn't have said that, should I? I've made you all nervous now, haven't I? I'll, I'll get something to calm you down. Um, I'll – I'll make you some hot cocoa. Ponies love cocoa."

She flittered off into the kitchen, eager to be out of the room. Shining Armour smiled sympathetically at his sister.

"I know things look a little bleak, but Spike's right. We'll get through this. Equestria always prevails," he said, "I mean, just think about what you've overcome in the short time you've been in Ponyville. You've restored Luna to her rightful mind, defeated a creature who had the power to alter reality itself."

"I know, but this is Celestia," she said, "The pony I've looked up to my entire life. The pony who's cared for Equestria her entire life. I'm going to fight just as hard as I would against any other foe, but it feels so wrong. And if she can be corrupted, if someone as pure and good as her can fall into darkness, then anypony can. Nopony is safe from becoming… evil."

He didn't have any comforting words for that. A few minutes later, Fluttershy emerged from the kitchen with a tray carrying three mugs full of hot chocolate.

"Cocoa for everypony," she said happily. "Nothing better. This'll make everything alright again."

Shining Armour looked down at the tray by his hooves, then relented. "Oh, go on then. Thank you, Fluttershy," he said, raising up a mug with his magic and taking a sip.

Twilight lifted up her mug but wasn't really in the mood for it. Taking time out to drink hot chocolate while Canterlot was in danger didn't seem appropriate.

"We need to work out a plan of attack," said Shining Armour, "We can't defeat Celestia in a straight fight, so we'll need to out-think her. Is there any flaw in her psyche, any weakness we can exploit?"

"Um, what about cake?" asked Fluttershy, "Celestia loves cake."

He rolled his eyes and took another sip of his drink. "We need something practical. We can't just go up to her and say 'wait, time out. Fancy a slice of this?'"

Twilight looked up, speaking her thoughts as they came into her head. "I suppose one weakness she has is that she's kind to a fault. She cares about everypony. If we could use that somehow, appeal to her better nature…"

"Twiley, are you seriously suggesting that we try to defeat her using the power of love?" said Shining Armour.

"Well, kinda," she said, "After all, we defeated Nightmare Moon using the magic of friendship. And I have a theory about that, as well. All of the challenges that Nightmare Moon sent our way when we first defeated her, everything we had to overcome – each one highlighted our individual strengths. It was as if, underneath it all, Luna was subconsciously directing Nightmare Moon to plant the seeds of her own downfall. That should mean that Celestia will retain some form of control, even if it's locked somewhere deep in her own mind."

"Hey, I think you're onto something there," said Shining Armour, pointing his hoof at her.

He staggered slightly and quickly placed his hoof down, seemingly unable to keep his balance on only three legs. A look of confusion crossed his face.

"Hey, are you okay?" asked Twilight.

He opened his mouth to reply but found he couldn't speak. A grogginess overcame him, deadening his mind and senses. He briefly tried to fight against it but it was no use. He lapsed into unconsciousness and fell heavily onto the floor.

"Shining Armour!" cried Twilight, dropping her mug and running to his side. She shook him but he remained asleep. "Come on, wake up! What's gotten into you?"

She looked up at Fluttershy, who was remaining silent. "I don't know what happened! He just keeled over! What are we going to do?"

The yellow pegasus was unable to look her in the eye. "Twilight," she said, self-consciously crossing one foreleg over the other. "Twilight, it really would be best if you just drank your cocoa."

A deathly chill passed through the purple unicorn. She froze, unable to fully comprehend what her friend had said.

"Fluttershy," she said, slowly turning her head, her eyes wide in shock. "You… you did this?"

The pegasus shook her head, a look of true guilt now evident in her face. "I'm not Fluttershy."

Twilight backed away instinctively, her sense of disbelief now giving way to fear. She stared back at the creature that had taken her friend's form, her voice shaking. "Who are you? What are you doing here?"

The not-Fluttershy didn't respond at first. After a moment's pause, it sighed heavily. "This would have been so much easier if I'd never met you. If I could have continued thinking of you as just being Celestia's student. Pretended you were aware of her crimes. But I know you now, I know you're innocent and… I'm sorry, Twilight. Truly, I am. But you and your friends were too dangerous to be left running around."

Twilight gritted her teeth, anger rising up inside her. "What have you done? If you've hurt my friends, then I swear…"

"Don't worry, they're still alive. In a manner of speaking." The other pony looked at the floor. "I think you deserve an explanation. After what I've done to you, I owe you that much."

A white light shimmered over the pegasus's body, gradually consuming it. Its form began to shift, folding in on itself then taking on the shape of an earth pony. The light faded and Twilight found herself face to face with somepony she had met before. Somepony she could never have expected.

"Dr Whooves." She spoke in a whisper, barely able to believe her eyes.

"I'm sorry, Twilight," he said, his expression contrite. "I know it won't mean much now, but I'm sorry it's had to come to this."

"You're no normal earth pony. What are you? Why are you doing this?" she asked, her voice shaking.

The doctor stepped forward. "I have gone by many names and many different forms over the years. This is only my latest guise. But I have only ever had one goal in mind – to do what is best for Equestria."

His words knocked Twilight out of her stunned state and reignited her rage. "What? What?!" she cried, "You've knocked out my brother. You've attacked my friends. And now you're after me… and you say you're doing this for the good of Equestria?"

"Twilight, please try to understand," he said, "Think back to when we first met. When I asked you to consider the forgotten chapters of history, beyond that condescending story Celestia put out about how Equestria was founded. She's been lying to you, Twilight. She's been lying to everypony. She has blood on her hooves."

"How dare you," she growled, "How dare you! You think I'm going to sit here and listen to you badmouth the princess? You think I'm helpless? Well, I'm not!"

Her horn sparked and her eyes glowed white as her anger took over. The immediate area around her seemed to lose its gravity – books began to rise from the shelves and she herself began to levitate as she stored up power for a devastating attack.

Dr Whooves took an inadvertent step back as the temperature in the room began to rise.

Spittle dripped from Twilight's clenched teeth as she summoned up all of her energy, focused on the doctor and struck out with all her might.

Nothing happened. There was no magic blast. Whooves remained unharmed. Gravity kicked back in and Twilight dropped to the floor, books falling all around her.

"What?" she murmured bewilderedly, lifting herself back up. "I… I don't understand. What did you…"

Whooves simply flicked his eyes upwards, looking to his forehead. Twilight did the same.

She gasped. Her horn – it was gone. Not broken, or damaged. Just gone, as if it had never been there in the first place. She had met only one being that was capable of such a feat.

"You?" she whispered, backing up against a bookcase. "But that's not possible. We defeated you. You're nothing but a statue in Celestia's courtyard. I saw you!"

"It's a little more complicated than that," he said, looking down on her sadly.

"The being you defeated was but one aspect of the original Discord. I am his… other self."

He cleared his throat, readying himself for a long explanation. "When Celestia and Luna fought Discord all those centuries ago, his victory seemed almost assured. Even with their combined strength, they were weaker than him. It took one desperate gambit for them to snatch triumph from the jaws of defeat – they put all of their power into a spell that almost instantaneously turned him to stone.

"But even as the curse was taking hold, he had enough presence of mind to make one final counter attack. In one supreme effort, he split his consciousness in two – the ego and the id.

"I came into being far from the battlefield. When Discord created me, he gave me his memories and as much of his power as he could accord me. But he also gave me free will, a mind of my own. With this, I could plot the sisters' downfall."

"So this is what it's all about," said Twilight, scowling. "Revenge, huh? Plain and simple."

He hesitated before answering. "At first, yes," he said pensively, "I wanted payback for what they had done to our planet. The world needed Discord as its ruler again but, sadly, that proved an impossible task.

"I had only a fraction of his power – his final spell was cast in haste and, as such, it was incomplete. I could change my form and perform rudimentary magic, but I would have been nothing against the princesses. I had to face reality. I could not free Discord, so instead I put my mind to making the world a better place in whatever way I could.

"I like to think I did a good job. I helped bring in some of our greatest technological advances, became adept at healing the sick – I even worked directly for the princesses at one point, becoming Luna's greatest confidante.

"But it soon became apparent that my time was limited. Discord had given me great longevity – I have been alive for many centuries – but I was not immortal. The result of an improperly cast spell."

He looked back at his cutiemark – the hourglass whose sands had been slowly running out throughout his existence, indicating how much time he had left.

"My current form was going to be my last incarnation," he said, "I have very little time left – mere decades. I had long given up on achieving justice for Celestia's crimes and had been looking to settle down. Perhaps see if I was capable of raising a family. But then... he broke loose."

Twilight stood up, sensing the regret in his voice. There was a faint hope that she might be able to reason with him. "Then, why did you help Discord? You'd become your own pony, you're nothing like him. Why did you do all this?"

"I had no choice," he said, "Your dreams, Twilight, the nightmares you've been having about being turned into stone. They're nothing compared to what Discord went through.

"For all of those centuries he was frozen as a statue, all that time that went past, he was fully conscious for the duration. Unable to see, hear or touch, trapped within his own thoughts.

"I went to him whenever I could, spoke to him on a telepathic level, but with every visit I could sense him slipping further and further away. A few centuries ago, his mind had degraded to the point where I was no longer able to communicate with him.

"When he gained his freedom, he came straight to me and thank heaven that he did. There's no telling what carnage he could have wrought if he had attacked Equestria first."

His expression darkened. "He was completely out of his mind. Not the light-hearted spirit of chaos that you witnessed, but a seething mass of fear, resentment and near-murderous rage. It was only his terror of being defeated and trapped as a statue again that prevented him from destroying Equestria. He wanted my help so he wouldn't be sentenced again to that state of living death.

"The first thing I did was tell him to split his consciousness in two. His mental torment was too much for one being to bear – sharing his agony with another allowed him to regain some semblance of sanity.

"The next thing was to devise a plan where Discord could take his rightful place as ruler of this planet again. Our course of action was obvious. We had to disable the biggest threat to our safety – the Elements of Harmony."

Twilight frowned, trying to take on board all she had heard so far, while fighting the sinking feeling her gut. Their victory over Discord had seemed a little too easy. The god of chaos had been defeated by the Elements before and, even for someone with an ego as large as his, he had been acting too blasé when he was confronted by the six united friends.

"The rigmarole he put you through was Plan A, of course, but we didn't truly expect it to work," said Whooves, "While the Elements were missing, the new being he had created – Screwball – was using her magic to drastically alter them. They had first been used by Celestia and they retained a strong link with her, despite the fact they had been handed down to new bearers.

"We used that link to establish a power siphon. We knew you would use the Elements against Discord, and when you did, you sealed our victory.

"From that point on, the Elements became a conduit to drain Celestia's power. Discord slowly absorbed it and shared it out between myself and Screwball through our metaphysical link – he couldn't store it himself, or one of the princesses could have noticed the increase in his power.

"I knew Celestia's personality would begin to change due to Discord's influence, so I set up a number of distractions to ensure the ponies around her wouldn't notice until it was too late.

"Screwball used her abilities to create a voice inside the princess's head, subconsciously guiding her actions. There were four spies who had close links to Canterlot, so we pitted them against each other on a wild goose chase. We tried to send Luna and Shining Armour on an unnecessary diplomatic mission to the Griffin Kingdom. And we…"

He stopped, overcome by guilt. Twilight looked at him with angry tears in her eyes, guessing ahead of time what he was about to confess.

"Screwball was the voice inside your head, exacerbating your fears and playing on your nightmares. She was the one who drove you to discover the secret about the statues in the castle courtyard, she was the one who made you suspect Lyra wasn't telling you the truth. And it was all part of my plan. Just another distraction to guide attention away from what was happening to Celestia."

Twilight dashed over to her brother's side, shaking him with renewed determination.

"Wake up, damn it. Wake up!" she cried, her breath coming in bursts.

"It won't work," said Whooves, "The drugs I gave him will have knocked him out for at least a few hours. Twilight, I am sorry. Once I saw what was happening, how distressed you were, I tried to stop it. Tried to calm you down. I didn't want to hurt you any more. But you were too far gone."

She leapt up and rushed past him, heading for the front door of the library.

On a whim, he created a forcefield and she smacked against it at full tilt, the impact knocking her off her hooves.

Still unwilling to give up, she began screaming for help but was quickly muffled by another spell that prevented her from opening her mouth.

With the last of her strength, she ran up to Whooves and launched a violent assault, hitting him as hard as she could, over and over.

He stood there and took it. His ability to shapeshift, added to the power he had absorbed from Celestia, meant no mortal pony could harm him.

Twilight's blows began to lessen in ferocity and regularity, until she eventually collapsed, exhausted, at his hooves.

"Why?" she gasped, her voice heavy with defeat. "Why do all this? You said you always tried to do what was best for Equestria. Why would you help Discord? You must know how dangerous and cruel he is – why not work out a trap to double cross him?"

"Twilight, I'm a part of him…"

"Forget that!" she cried, "You survived for centuries without him. You'd created your own life. Celestia told me what life was like under Discord's rule. It was horrible, everyone lived in misery. If you had good intentions, you wouldn't allow him to regain control!"

"I'm afraid Celestia has lied to you," he said, "Discord has his quirks, yes, but for the most part the planet enjoyed peace and prosperity. He gave me his memories. I know the truth."

Twilight looked up at him, then slowly began to shake her head. "No. No, you've got it wrong. He's deceived you. Implanted false memories. Think about it, he needed you to set him free. He couldn't risk you growing a conscience, now, could he?"

"I've already considered that as a possibility but I don't see any reason why it would be true. If Discord had been a tyrant, my personality would reflect that," said Whooves, "The truth is, it doesn't matter anyway. At sunset today, Discord will be free and we will be reunited. He, myself and Screwball will become whole again.

"Even if he has lied to me, my personality will become a part of his. Whatever remains of me will act as his conscience and guide him to treat ponykind and all other creatures with the respect they deserve."

"You can't honestly believe that."

"I have to," he said, with some regret. "I told you before, I had no choice. I saw how insane Discord had become once he was free – think how much more dangerous he would be if he got trapped for another eon. I only had a few decades of life left, so I wouldn't be there for him a second time. This is the one shot I have at saving Equestria."

"You're not saving it, you're conquering it," said Twilight, "Think about all the innocent lives you're ruining. All of ponykind – myself, my friends, Celestia…"

Whooves scowled at her, stopping her mid-speech. The room fell silent as he prepared to tell her the truth of what happened after Discord's defeat.

His voice was quiet, restrained. "Discord ruled over a kind of organised chaos. Everything was always changing, the seasons shifted with far more regularity than they do now, but it was all kept in a perfect balance. The eco system had adapted itself around what he had created and it needed him to keep it running.

"When the two sisters defeated him, everything changed. Without Discord there to guide it, the ecosystem ground to a halt and the planet stopped turning. The weather systems broke down. Half of the world was locked in permanent daylight, while the other suffered eternal night."

Twilight stepped closer. "You can't blame that on Celestia. That must have been Discord's doing. I saw an example of what he put the planet through in the short time he was free, the damage he caused that Celestia had to fix…"

"Oh yes. Celestia did a great job of repairing her mess," he growled sarcastically, "She got the planet turning again but she couldn't restore the 12 seasons that Discord had set up. She whittled them down to four, and left ponykind with the job of controlling the weather. For a time, your race became little more than slaves to the other nations, forced to fix the mess she had created. Even now, our lives are dominated by the need to physically do things that used to happen naturally. It's ridiculous."

"But, but it's part of everyday life now," she said, "Things change, folk adapt. Even if we have to do these extra jobs now, they're the price we paid for freedom. Discord's defeat was the best thing that ever happened to us."

Whooves snarled angrily and she backed away, a prickling of fear passing through her.

"You need to understand," he said, slowly advancing on her. "Celestia's victory was nothing less than a total disaster. You know the story that's told every Hearth's Warming Eve? About ponykind being at war and the land freezing solid? That… that was Celestia's legacy. It took her the longest time to restore some semblance of an ecosystem and, in that time, the plants began to wither and animals began to die.

"Even once she got everything going again, she disposed of eight seasons. Can you imagine the harm that caused? Entire species depended on the more bizarre weather systems Discord created.

"Just as an example, there was a genus of plant that could only survive on chocolate milk. Once they died, the insects and herbivores that fed on them followed suit. The carnivores that fed on them had to find new species to eat or die. The entire food chain was disrupted and that's only one instance – this was happening worldwide, everything was affected.

"Some species suddenly found they had no natural predators and began to breed in large numbers, becoming a dangerous pest – such as the Parasprites. Some of the most dangerous beasts in the Everfree Forest resulted from the upheaval to the natural order. Discord's defeat was an extinction-level event.

"That's why Celestia deserves what's coming to her. It's why Discord deserves to rule. Because regardless of what you believe about him, that he was cruel and selfish, Celestia is guilty of genocide on a massive scale."

Twilight was breathing heavily, unable to accept the horror he had outlined.

"I don't believe you," she said, "Celestia's not capable of anything like that. Not purposely. How could she have known? How could she have expected… it's Discord's fault. He's the one who built the world that way, he's the one who broke everything. Not Celestia."

Whooves closed his eyes and sighed heavily, resting a hoof against his forehead. "I was hoping you'd understand. Explain to everypony why I did what I did."

The pair stood in silence, with Twilight watching the doctor nervously, unsure of what he would do next. She raised a hoof, considering another attempt at escaping.

"Stop," he said, "I've told you already, I can't let you go. As much as I would like to."

She swallowed hard, aware that her time of reckoning was upon her. "What are you going to do to me?"

"The same thing I did to your friends. Don't worry, you'll live. And when I become one with Discord, he will have my memories. He won't allow you to stay trapped. Especially given the fact that he has firsthand experience of what you'll be going through."

Twilight's heart dropped as she realised what punishment he had in mind for her. Her skin grew clammy as a primordial fear took hold of her.

The nightmares she had been having. She had been right all along. They were a premonition.

Soon she would be nothing more than a statue, and her friends… her friends already were.

Whooves indicated towards the one remaining mug of hot chocolate, laced with sleeping drugs.

"Take it," he said, a tremor evident in his voice. "You're not going to want to be awake for this."

Her body trembling, she hesitantly walked towards the mug – her only way out of avoiding the pain that was coming.

She lifted it up with her magic, looking at the brown liquid inside. She held it up for a long moment, considering everything she had been told. The doctor seemed unwilling to meet her eye, absorbed in his own sense of guilt.

Then she came to a decision.

Slowly, deliberately, she turned the mug upside down and emptied its contents on the library floor.

"Twilight…" Whooves began.

"No," she said, "You only want me to drink it so you won't have to look me in the eye. You don't want to face the fact that you're condemning an innocent pony for your own twisted sense of justice.

"I don't believe for a minute that you'll be able to convince Discord to set me free. This is the end for me. My life…" She choked back a sob. "My life ends here."

Whooves shook his head, a lump rising in his throat. "Twilight, you will be free again. Once you're no longer a threat…"

"For somepony who's lived as long as you have, you're awfully naïve," she said contemptuously. "If you truly believe what you're doing is right, you'll look me in the eye while you're doing this.

"If this is the end for me, then I want to feel it. I refuse to take the easy way out. I will not cower, I will not cry out and I will not allow you to look away."

Her eyes were streaming but she stood tall, defiant and proud. Whooves looked back at her, cowed by her strength of will.

"Well?" she said after a long silence, her voice choked with tears. "What are you waiting for?"

Whooves cast the spell.

Twilight felt it in her hooves first, her flesh stiffening as it turned to stone. The sensation rose up her body quickly, consuming her legs and then her body.

Still she maintained eye contact with the doctor, gritting her teeth against the fear and pain as her internal organs solidified and her blood vessels became blocked. Whooves turned his head away, no longer able to face her.

"Look at me," she said, the curse working its way up her neck. "Look at me!"

That was the last thing she said. Her mouth became locked in an eternal snarl, then her eyes began to crystallise as the effect overtook her completely, finally shutting down her brain and rendering her as nothing more than a lifeless statue.

Whooves found it heartbreaking to behold. Not for the first time, he was forced to question whether he truly was acting for the greater good.

But there really was no other way. After Discord's imprisonment, the draconequus had become highly unstable. He needed Whooves' influence to give him some form of sanity. They had to become one again.

The doctor walked over to Twilight's frozen form and rested his head against her shoulder. If only Discord had stayed imprisoned. What Whooves had said earlier was true – he had been looking for somepony to settle down with. If he had been allowed to live the rest of his life out naturally, Twilight could have been the one.

"I'm sorry," he whispered. With that, he cast a teleportation spell that sent her to a secret compartment in his home, under the floor next to his fireplace. He had already sent her other friends there – they would be found eventually, but by then it would be too late.

It had been surprisingly easy to take down the five ponies. He had found Pinkie Pie trying to wake up Rainbow Dash, who had been sleeping on a cloud.

The pink pony was easily overpowered and Dash never woke up again. He then disguised himself as the pegasus and went to the Carousel Boutique.

Rarity had been alone and didn't notice anything was up until he cast the spell on her. Then it was just a case of keeping a hoof over her mouth while the curse took hold.

Applejack had been more difficult. He found her bucking apples on the farm and approached her while disguised as Rarity. He hadn't managed to get her voice or character completely right and that roused the earth pony's suspicions.

There had been a brief struggle, during which she had managed to get out several cries for help, but she soon fell victim to his magic.

Fluttershy had been a surprise. The pony herself had proven to be no challenge at all, but her pet rabbit was a ferocious little beast. It had fought him with all its might.

Its bravery earned itself a place as another one of Whooves' statues.

The doctor looked over at Twilight's sleeping brother and considered whether he should be turned to stone as well.

The purple unicorn's speech played on his mind. Would Discord release the six friends once Whooves had joined with him? He was no longer certain.

The drugs in Shining Armour's system would render him unconscious for several hours and, once he had woken, he would have no idea what had happened to his sister.

Whooves decided to leave him be. If there was anypony else who could free the six friends once victory had been won, it was Shining Armour. Better to leave him there as a fail-safe. He just hoped he wouldn't regret it.

He transformed himself back into the guise of Fluttershy and prepared for his flight to Canterlot. Everything was ready. Everything had gone to plan.

The one concern he had had in all of this was Screwball. Discord had eased his mental torment by creating her but the powerful filly had appeared less able to handle her share of his memories.

Whooves had never felt fully able to trust her and his concern had been confirmed when she launched that attack on Noteworthy. The doctor had spoken to her severely after that. He had made it very clear – no bloodshed. She had accepted his judgement.

Her last task had been to watch over the four spies, in a strictly observational capacity.

It had been difficult enough turning Twilight and her friends into stone. He couldn't bear to see anything happen to Lyra. She had become his closest friend and the guilt he had borne over this past week had almost been too much for him.

She was out there somewhere, in the Everfree Forest, searching for the Elements of Harmony.

They were useless, of course. All they were capable of doing now was draining Celestia's power, thanks to Screwball. They would stop once the alicorn had been reduced to the level of a mortal pony. It would be dangerous if they were allowed to continue beyond that.

Whooves gave one last look at the library before heading outside. Lyra would be heartbroken when she realised what he had done. He hoped that, given time, she could forgive him.

Ponykind would soon adjust to Discord's rulership.

Chapter 20

It was if time was standing still. He was too stunned to do anything other than sit, staring straight ahead but looking at nothing.

Noteworthy's bug in the library had still been active and he had heard everything. Dr Whooves' confession as to who he really was, the plan he had devised to steal power from Princess Celestia and the fate he had dealt to Twilight.

The blue earth pony had been too shocked to move as the story unfolded, but then, what would he have been able to do anyway? He was a disabled stallion, stuck in his wheelchair, while Whooves was a centuries-old remnant of an elder god. Even if he had been able to get there before Twilight had been turned into stone, he would doubtlessly have ended up joining her.

His secret basement was a small, cramped space with room only for his desk and the equipment on it. This consisted of a metallic device, about the size of a cake box, which was powered by the magic his cousin Blueblood had imbued it with.

There was a series of switches on the front of it, each of which related to one of the bugs he had planted. They all had a light underneath them, which would brighten whenever a bug had recorded activity.

Noteworthy could flick between channels and anything they picked up would be played out of a set of speakers – he could listen to events as they happened or after they were recorded.

He had tuned in to the library's bug when Valiant Shield voiced his concern about how long everypony was taking to arrive, then listened through as Whooves made his move.

Noteworthy shook himself out of his stupor. He was the only pony who knew what was really going on – the fate of Equestria was in his hooves.

The other three spies were in the Everfree Forest, so he couldn't contact them. Shining Armour was out for the count and the library could still be under watch by Whooves and his allies. The only option was to speak to Mayor Mare so she could get the word out. Celestia was in danger and there was no time to waste.

But a thought struck him before he could begin rolling himself up the ramp out of his basement. Carrot Top.

Whooves, under the guise of Fluttershy, had claimed she had gone into the Everfree Forest without Spike, contrary to her orders. That wasn't like her.

After their mission briefing, she had helped Noteworthy home then assisted him in putting on his spare pair of metal gloves so he could operate his wheelchair. He had briefly shown her the listening device he had created and then she had gone to her own house, to pick up a few supplies. That had been about half an hour ago.

She should have arrived at the library soon after that. The fact she hadn't suggested something had happened to her.

His heart beating faster now, he took a quick look at his equipment. The light connected to the bug in Carrot Top's home was shining brightly, indicating that it had picked something up recently.

With great trepidation, he flicked the switch to play back what had been recorded.

****

Carrot Top trotted away from Noteworthy's home, a good thirty minutes before he would discover the truth about Whooves.

Despite her concern for Celestia, she was in generally good spirits. She had faith they would be able to free the princess from the influence of Nightmare Moon, especially as Noteworthy's technology had placed them one step ahead of her.

She smiled to herself. Although it was a little bit creepy to think of the stallion spending hours alone in his basement, listening in on other ponies' conversations, she had to admit that he was the hero of the hour.

He had surprised her. Her first impression of him had been poor – he had come across as a shallow stallion whose only interests revolved around picking up mares in bars. The past few days in his company had revealed there was much more to him than that.

He had a sharp mind, able to invent things that no other pony had thought of. He was fiercely loyal to the princesses.

And he was a hero – her little sister Noi would surely be dead if he hadn't selflessly jumped in to save her and taken the brunt of that falling piano. She still couldn't believe anypony would be crazy enough to try to murder a filly in such a manner.

He had his faults though – he could be arrogant at times and he didn't seem to know how to behave properly in a relationship. The previous mares he had dated had either been impressed by his bar room boasting or just wanted him for his looks.

To find somepony who was interested in him for who he was, for his personality? That appeared to be new to him. It was making things a lot more difficult than Carrot Top would have liked.

She was starting to fall for him but his reticence was frustrating her. She was a lady – it was traditionally up to the stallion to make the first move. He liked her too, she knew it, so why couldn't he just tell her so?

She tutted to herself as she approached her home. Perhaps Miss Punch would be able to offer her some advice.

All thoughts of romance immediately left her mind as she opened the front door. Somepony was already inside, standing close to the entranceway with a wide smile on their face.

"Sister?" Carrot Top finally spoke after a few seconds of stunned silence.

Noi simply grinned back, the yellow-coated filly seemingly so happy to see her big sister that she wasn't able to respond.

The older mare approached her, astonished. "What are you doing here? You're supposed to be in Manehattan, where it's safe. I… oh, Noi!"

Her joy at seeing her sister overcame her misgivings and she rushed forward to give her a hug.

"Noi," she said, "It's wonderful to see you, darling, really it is, but you shouldn't be here. The pony who tried to hurt you is still at large and we're on the verge of going off to face her. You need to go back, dear."

"Oh, don't worry about me. I'm fine, really, really fine!" said the smaller pony excitedly, "I couldn't wait any longer. I came here especially for you!"

Carrot Top leaned back out of their hug and chuckled at the young mare's enthusiasm.

"I suppose it'll be alright. Hopefully this is all going to be over soon anyway," she said. She patted her on the shoulder. "You have to promise that you'll stay here, safe. Your big sister has one last mission to accomplish."

Noi nodded eagerly and Carrot Top moved past her, heading towards the main room so she could collect her equipment.

She only managed to go a few steps.

Something struck her from behind, smashing against her head so hard that her vision momentarily went black. The force of the blow propelled her forward and she fell face-first into the kitchen counter that divided the entrance area from the rest of the house.

Gasping from the unexpected pain, her head spinning to the point it made her nauseous, she looked up from her position on the floor to see who had attacked her.

"I couldn't wait any longer. I just had to," said Noi, her voice changing. Carrot Top was finding it difficult to focus her vision but she could see the mare was now carrying a weapon – it looked like a baseball bat.

"I came here especially to give you what you deserve, what all your kind deserves," said the filly, speaking rapidly in an aggressive tone. "All of you, all of you, for what you did to me. What you made me suffer."

Carrot Top's front door suddenly began to shift unnaturally. It folded into itself, much like a rug being rolled up, then disappeared completely, leaving a wall where there had been none. No escape.

Noi's body flashed white and began to transform. Her size stayed the same but her colour changed – her yellow coat became a light purple while her mane grew curly, and a darker purple with streaks of white, capped by a baseball cap with a whirligig on top.

Her eyes were disturbing to look at – her pupils were not solid. They resembled a whirlpool, constantly swirling like a hypnotist's disc.

The effect was eerie. It was impossible to tell what she was looking at and as Carrot Top stared at her, it felt as if her eyes were sucking her in.

The filly known as Screwball was breathing in and out heavily and slowly, as if she was trying to control herself. She stood up on her hind legs and raised the baseball bat, ready for a swing.

Carrot Top could see it coming but she was powerless to stop it. A smirk of pleasure slowly formed on Screwball's face. There was a rush of motion.

The yellow-coated mare was knocked sideways as she was struck against the side of her head.

She lay motionless where she fell, in too much pain to move or even think straight. She let out a quiet moan of agony, unable to make a noise any louder.

Screwball closed her eyes, breathed in deep, then let out a shaking sigh of relief.

"You can't imagine," she said, her eyes still shut. "You can't even begin to imagine how much I've been looking forward to this."

Carrot Top turned her head delicately, terrified by the tone of the other pony's voice. It couldn't be described as anything other than sheer delight.

The mare could taste blood in her mouth. That last blow had caused her to bite her tongue.

"I've been trapped in stone for hundreds of years," Screwball said, "Hundreds, hundreds, hundreds! Couldn't see, couldn't hear, couldn't touch. Just me and my mind, me and my memories."

She said the last line in a sing-song voice, swaying back and forth on her hind legs.

"Can you imagine what that's like? No, you can't." The filly's tone was almost conversational, as if she was joking with an old friend. "Darkness, darkness. That's all there was. I could sense the ponies around me. Ponies, ponies everywhere, all going about their business. But did any of them stop to speak to me? Did any of them stop to say hello? Take a guess."

Carrot Top was too badly injured to do anything but listen.

"Nobody did," said Screwball, "Nobody did. And I really don't think that's fair, considering what… considering what…"

Her voice suddenly rose to a scream. "Considering what you DID to me!"

Carrot Top flinched, the action bringing fresh pain. The swollen flesh around her eye had forced it shut and she was finding it hard to see. She was panicking now, trying to think of a way out of this. In her current state, she wouldn't be able to outrun her attacker.

"But now I'm free," said Screwball. "I'm free. I'm free. I'm…"

She held a hoof to her face as emotion overcame her. She let out a sob.

Seconds later, her grief twisted in on itself and she began to giggle like a naughty child.

"Daddy understands. The doctor doesn't understand. He wasn't with us," she said, "It doesn't matter. Soon we'll be together again and all of your kind, all of you scum, you will suffer as we have suffered. I only wish you weren't so fragile. It'll be so hard to stop ourselves from killing you all."

Carrot Top's head was beginning to clear. She had no idea what the other pony was rambling about but she knew she had to take action. The filly was too crazy to reason with. The only chance she had was to fight back.

She pulled herself upright but Screwball was too quick. There was a rush of motion and the baseball bat connected with the underside of her chin, knocking her up into the air and onto the kitchen counter. Cooking equipment was scattered as the mare's body bounced off the wooden surface and fell onto the floor behind it.

"Silly," said Screwball, "Just lie still. It'll be over soon. You should thank me, really. It'll be worse for the others. They'll know what's coming. You're the last one it'll be a surprise for."

Carrot Top's breath was coming in gasps, her one good eye watering as she began to realise this was it. The other pony was too fast, too strong.

She winced as she felt a stabbing pain in her side. It took her a moment to realise she was lying on something.

She could feel the shape of it with her back – its handle, the sharp edge.

Screwball slowly began to walk towards her, still on the other side of the counter. She couldn't see her yet.

Carrot Top twisted her body round so she could better see what she had fallen on. A kitchen knife.

A fragile thread of hope tugged at her heart. One last chance.

She gripped the handle with both front hooves and positioned herself so her body blocked any sight of the weapon.

Screwball came into the kitchen, levitating the baseball bat in front of her with her magic. She smiled at the sight of the other pony curled up on the floor.

The filly stood back up on her hind legs and took hold of the bat again. She could have used her magic to finish her victim off, but she preferred the physical sensation of swinging the weapon and feeling the juddering impact.

She lifted the bat above her head, a manic grin on her face as she looked down on Carrot Top.

The mare took her moment. With a scream, she forced her body into action and leapt up, thrusting the knife forward.

It found its mark.

The blade cut into Screwball's forehead as if it was butter, embedding itself up to the hilt.

Carrot Top dropped to the floor, the strength going out of her. A sea of sensations washed over her – relief at her safety, pain from her injuries and disgusted horror at the fact she had just committed murder.

But it was all overcome by a rush of terror when she realised the filly was still standing.

Screwball was motionless for a few moments, the bat raised above her head, her eyes focused on the blade stuck in her skull.

Then she dropped the bat and, slowly, deliberately, pulled the knife out of her head. The wound closed up instantly.

Carrot Top looked up at her, so stricken with fear that she was barely able to breathe.

"Well," said Screwball, her voice a malicious whisper. "That wasn't very nice, was it?"

****

Noteworthy had only listened up to the point when Screwball made her first attack.

He shut off the audio immediately and started rolling himself up the ramp that led out of his secret basement, desperate to do whatever he could to save the mare he cared about.

But in his heart, he knew he was probably already too late. The recording was half an hour old.

He fought back the unwanted tears that welled up, making it harder to see, and gritted his teeth as he ferociously turned the wheels of his wheelchair with his metal gloves.

He reached the top of the ramp and put his foreleg up to open the door to his basement – a secret panel he had cut into the floor of his main room.

A sound stopped him in his tracks. Somepony was knocking urgently at his front door.

He froze, one metal glove reaching for the latch on the access panel while the other gripped onto his wheelchair, holding him steady.

"Noteworthy?" The voice coming from outside was muffled but it was instantly recognisable. Carrot Top.

"Let me in, please. I want to talk with you. I want to be with you. Noteworthy?"

A small spark of hope ignited in him but it was snuffed out after only a second's thought.

Whoever it was that was outside, it didn't sound like somepony who had recently been attacked. He realised, with unshakeable certainty, that this pony was not Carrot Top. And he knew what that probably meant.

Grief hit him hard and mercilessly. He clenched his free hand shut and began to sob, mourning for the mare he cared about as the pony outside continued calling his name.

There was another series of knocks, more violent this time, then the pony rattled the door handle in frustration at being locked out.

"This is getting annoying, Noteworthy. Don't you want to be with me?" she called, her voice lilting.

He gasped as he realised his own safety was at risk, and tried to control his tears as the pony with Carrot Top's voice began hitting the door with more force. There were two more loud knocks, then the clink of metal dropping to the floor. Noteworthy listened intently, unsure as to what the sound was.

The answer was simple – Screwball had just used her magic to dismantle the lock.

His breath caught in his throat as he heard the sound of the door opening wide and the unknown mare stepping inside his house. There was a slam as she shut the door behind her.

"Noteworthy?" she called, "Come on, it's not nice to hide. Come out. I just want to talk."

The stallion was finding it difficult to control his breathing, and found himself on the verge of hyperventilating as the other pony walked around on the floor just above his head. Every breath that escaped his lips sounded terrifyingly loud to him. He prayed they wouldn't give away his position.

He dared not move – one misplaced creak from his wheelchair could be the end of him. In his crippled state, he was in no position to defend himself.

"I'm getting tired of this," called out the other pony, the frustration starting to show in her sing-song tone.

Noteworthy could hear her searching the house, trying to find his hiding place. She would give up soon, he hoped. She had to. She couldn't know he was here.

The room above fell silent but his pursuer was still up there. Every now and again there was the sound of hoofsteps or a cupboard being opened.

He held his breath as he heard the pony walking nearer to where he was hiding, nearer to the panel that opened up to his basement. He could hear hoofsteps approaching until they were right above his head, then they suddenly stopped.

Then there was a tap-tap-tapping noise as the mare tested the floor beneath her hooves, checking to see if it was hollow. Noteworthy squeezed his eyes shut. Seconds passed.

Relief washed over him as he heard the other pony walk away. He hadn't been discovered.

But then another noise caught his attention.

It was the sound of something heavy scraping along the floor.

He could feel his heart beating in his chest as whatever it was came closer, closer. It stopped just as it reached the panel. There was a moment's silence.

An almighty bang nearly deafened him and shook the floor above his head as the thing crashed down.

Scarcely daring to breathe, he tried to listen over the rushing of blood in his eardrums to see what the other pony had planned for him.

There was nothing at first. He waited a little while longer before he heard the unmistakeable sound of a lock clicking, coming from the direction of his front door. She was gone.

Tentatively, Noteworthy tried to open the panel but found he couldn't. It had been blocked shut by whatever it was that had dropped on it. He was trapped.

Not even the strength given to him by his metal gloves could shift it, mostly due to the fact his wheelchair didn't afford him any traction. Any force he applied would cause his wheels to spin. He couldn't claw his way through the wood either, because the fingers of his glove were too wide to fit through the floorboards. Besides, there was a risk that if he did that, the weight above would fall through the hole and crush him.

A wisp of smoke blew in through a gap between the boards.

Noteworthy's pulse quickened as he realised he could hear a crackling sound, coming from the weight on the panel. Fire.

Quickly, he pressed his free hand against the blockage again, this time pushing with all his might. His wheelchair fought against his other hand, wheels trying to spin from the force he was exerting.

He pushed harder, desperation taking hold, but it was no use. He couldn't get the door to shift an inch.

He could hear the flames growing stronger, starting to spread.

"No. No no no," he murmured, looking around frantically for something he could use to save himself with.

There was nothing. The only equipment he kept down here was his listening device and that only worked one way. He wasn't able to use it to communicate with the outside world.

Tightening his grip on his wheelchair, he curled his free hand into a fist and began beating against the panel. After several strong punches, a dent began to form.

But he was having difficulty breaking through. The wood was strong – it had to be, if it was to double as flooring – and whatever was pressing down on it was incredibly heavy.

The wood started to splinter but it was taking too long. Long tendrils of smoke were now seeping through the cracks and there was no telling how large the fire had grown. How intense it would be by the time he broke out, even if he could.

Panic took hold and he began screaming for help, even as he continued battering against the blockade.

His muffled calls echoed through his house, fighting against the crackle of the growing blaze.

But there was nopony there to hear them.

Chapter 21

Two figures walked along the path to Ponyville – a young filly and an adult male.

Neither of them understood the full extent of what was happening. They just knew that something was wrong.

Big Macintosh and Applebloom were searching for Applejack. The orange-coated mare had been out bucking trees in the orchard when her younger sister suddenly heard her crying for help.

Applebloom had called out to her brother and the pair of them had rushed down to the fields. What they found had concerned them greatly.

There had been signs of a struggle – buckets of apples had been overturned and the grass was scuffed – but no sign of their sister, or any clue as to where she went.

Their journey to Ponyville had been carried out in silence. Applebloom had found it incredibly uncomfortable. She had wanted to ask her brother what had happened, whether he reckoned Applejack would be alright, but she knew he was as much in the dark as she was and anything he could say would only be empty reassurances.

As they neared the town, Big Mac stopped abruptly and pricked up his ears. He could hear something.

"There's some sorta commotion going on," he said. Voices were being raised, ponies shouting out orders to one another.

"Come on!" Applebloom cried, breaking into a run.

The source of all the shouting quickly became clear. Big Mac could see smoke rising, signs of a fire starting to take hold. He increased his pace when he realised whose house it was coming from, leaving his sister in the dust.

Flames were licking at the ground-floor windows of Noteworthy's home and the upper section was also starting to catch light. A blaze was underway but the building hadn't been consumed by it yet.

Mayor Mare was standing outside, directing other ponies to action.

"Where's Noteworthy?" Big Mac's voice boomed, catching the attention of all present. He was worried, his expression angry – the blue stallion had helped out several times on the farm and was a friend of his.

"I've already put an order out for weathermares," said Mayor Mare, speaking quickly but authoritatively. "We need a rain storm to put this fire out. Some of the earth ponies are getting hoses to dampen it down. We've been calling out for Noteworthy but there's been no response. I'm hoping he's not inside."

"But you don't know? Nopony's found him yet?" he asked.

She shook her head, worried. "This is the second house fire we've had this week. This could be the work of an arsonist. Heaven knows, with the recent revelations about his true profession there could be somepony with a motive for it."

"If he's been attacked, then he could be trapped inside, unconscious or maybe worse," he said.

Applebloom finally caught up with him, her pace slowing as she saw the full horror of what was going on.

She gasped as Big Mac, having come to a decision, suddenly ran towards the front door of the burning building.

"Wait!" she cried, "Ya can't go in there! Wait for somepony to put out the fire!"

"Nope!" he replied, before turning round and knocking the door off its hinges with a powerful kick from his hind legs, then jumping in past the flames.

One look inside confirmed Mayor Mare's suspicion that the fire had been deliberate. A large wardrobe had been tipped over in the centre of the room and was well alight – it was the main source of the blaze. The floor around it was afire, spreading out for a couple of yards and catching nearby fittings and furnishings.

Smaller fires had been set in strategic points around the room. The floor underneath the two front windows and near the doorway was burning, the stairway to the upper floor was alight and, through the doorway out of the main room, Big Mac could see the kitchen had also been hit.

If he'd arrived any later, the fire would have grown to the point where he wouldn't have been able to get in. Still, time was running out. The room was filled with smoke, making it hard to breathe, and he could feel the heat rising rapidly.

"Noteworthy? Noteworthy!" he called out, praying the other stallion wasn't on the top floor. The burning stairway had already rendered that place out of bounds.

There was no reply. Big Mac hesitated – the fire at the doorway, which at this point was his only way out, was growing ever higher. If he stayed here much longer, he wouldn't be able to escape.

It was then that something caught his eye. The burning wardrobe in the centre of the room was starting to fall apart and the floor underneath it had caved in.

But the ground underneath this house was solid – there was no way the floorboards could have given way to that extent unless…

Unless there was a room below. Noteworthy could be down there.

Big Mac looked at the burning wreckage on top of the trap door with trepidation. He only had one way to clear it.

Gritting his teeth with resolve and bracing himself for the pain, he charged at it with the intent of knocking it away.

****

It hit her the moment she regained consciousness, the sensation from her migraine resonating from her head down through the rest of her body.

She kept her neck rigidly still, afraid of worsening her pain by moving around. She was faintly aware of the fact she was lying on a hard surface of some sort, with something soft and warm wrapped around her.

Carefully, she opened her eyes a chink. Her vision was blurry but she managed to ascertain that she was in a building of some sort. Sunlight was pouring in through an open window and it was too bright for her to look for long.

She let out a tiny sound that was a cross between a moan and a whimper.

There was the sound of somepony shifting near her. "Lyra?" said a familiar voice, "Lyra? Zecora, I think she's awake."

Still feeling incredibly fragile, the injured unicorn opened her eyes again. There was a purple blur in front of her, which slowly came into focus and revealed itself as Berry Punch.

The earth pony came closer, her whispered voice full of concern. "Lyra? How are you feeling? Can you speak?"

Lyra winced as another cruel wave of pain passed through her. She couldn't decide if it was better to keep her eyes open or shut.

"Hurts," she whimpered, unable to say anything more complicated than that.

There was another voice – this one had an exotic twang to it. "Spike, give this to our poor friend. It will help her pain to mend."

The young dragon pulled up a chair so he was level with the table Lyra was lying on. He was holding a cup full of a liquid with a medicinal smell, which he held close to her mouth so she could sip it down. It didn't taste pleasant, but not to the point where it was hard to drink.

Zecora looked at her. "That should ease things to a point where you can rest. Please try to sleep now – it is for the best."

Lyra was in no condition to argue. As the minutes passed, her migraine lessened and she grew increasingly groggy until she was unable to stay conscious any longer.

****

"Lyra." Somepony was shaking her gently. There was a catch in their voice, as if they were trying to hold back tears. "Lyra. You have to wake up."

The unicorn slowly opened her eyes, her migraine deadened to a dull ache. She still felt as if she had been punched in the head.

Berry Punch was standing beside her, obviously distressed but trying to hide it.

"What happened?" she asked, gradually coming to her senses. "I… the castle. It fell and then I… I used the Elements to save you."

Zecora walked over from the table she used for mixing potions and remedies. "The Elements of Harmony have had an alarming effect on you. They drained your strength – something they were not supposed to do. Your friend brought you to my hut and not a second too late – without her, you would have met a much worse fate."

"I carried you on my back, all the way from Nightmare Moon's castle," said Berry, a haunted expression on her face. She attempted a smile. "It wasn't easy. Good job you're so thin – any heavier and I probably wouldn't have… I wouldn't have been able…"

She squeezed her eyes shut and held a hoof to her mouth, unable to continue. Spike came forward and opened his arms wide, offering her a hug which she gladly took. He was also clearly upset.

Lyra was concerned now, worrying about what they knew and she didn't. She looked at Zecora, who was trying to work out how best to tell her.

"I have tried everything to help you, but there is nothing that I can do," she began, "Your horn is the source of your pain, tied to a nerve within your brain. The Elements, they drained your power… I've looked at your condition for hours, but I cannot… there's no way that I…"

"What is it? What have they done to me?" asked Lyra, her lip trembling.

"I have seen cases where magical power has been diminished and, with some assistance, it can be replenished. But for it to work, there must still be energy there," she said, tapping the side of her head. "I have run tests and I'm afraid your stocks are bare.

"Such was the extent, the violence of that drain, that I fear you may never use magic again."

Lyra felt her heart skip a beat as she realised the enormity of what the zebra had just said.

"I can't use my magic? Never again?" she said, "Are you… are you saying I'm crippled?"

Zecora closed her eyes and bowed her head. "I am sorry."

Lyra gritted her teeth, tears welling to her eyes. Berry leaned forward and held her head close to hers, trying to comfort her as best she could. They held that pose for several minutes.

"Berry? Lyra?" Another voice, this one deeply masculine, finally broke the silence.

Valiant Shield walked into the hut, having been waiting outside for Zecora to break the bad news.

"Lyra, I can't understand what you're going through right now but you're needed in Ponyville. There've been some disturbing developments since you left and your advice could help us greatly. Are you able to stand?"

She looked at him incredulously through tearful eyes, in no mood to do anything other than curl up into a ball and hold Berry close to her.

"What's happened?" she asked, bracing herself for another bombshell.

"Nightmare Moon isn't our enemy. It's Discord," he said, "He had help on the outside and they cursed the Elements, using them to drain Celestia of her power ever since he was turned back into stone. That's why she was acting out of character, it was his influence."

She gasped – this new information explained a lot. "That's why…" Her voice cracked and she paused to clear her throat. "That's why it hurt to wear the Element of Magic. It was agonising. If Celestia's been suffering from that all week, it's a wonder she was able to function."

"It's doubtful that they've been draining her on that level all this time, it would have been too noticeable," said Valiant Shield, "Our enemies probably think they've already won, so they've increased the power of the curse. We need to get to the princess as soon as possible – we're hoping she may have some idea how to break out of it.

"The two guards I had at my disposal have already scouted out Canterlot castle – everypony there has been transformed into statues and Celestia was unconscious.

"It gets worse. Twilight and her friends have been turned into stone. They were hidden away but we've already discovered them, though we've been unable to free them. We're hoping Shining Armour can help but we're going to need Zecora's help with that. He's been drugged."

The zebra lifted up a bag full of a pungent paste. "This concoction here should make him better and if it works on him, it should rouse Celestia."

"You said you needed my help?" asked Lyra. She sounded lost – all of these revelations, along with how unwell she felt, were piling on top of her and pushing her close to breaking point.

Valiant Shield could see she was having difficulty. "That's right, but I'll give you the details once we get to Ponyville. You've got enough to cope with right now," he said, "But time is of the essence. The creature who placed this curse on Celestia is truly evil, utterly sadistic. The princess's life is in danger."

Lyra turned to Berry, silently imploring her to explain the situation further. The earth pony's expression crumpled and she buried her face in her shoulder, holding onto her tighter. "Oh Lyra," she said, more a declaration of grief than a full-formed thought.

A minute passed before the two ponies disengaged themselves from their embrace. Zecora pulled away the blanket that Lyra was wrapped in and the unicorn tried to stand.

She rolled onto her front and pressed all four hooves on the tabletop, then attempted to push herself upwards.

But the front leg that Berry had grabbed onto earlier, to stop herself from falling off the edge of the cliff, was too painful to stand on properly. It had been bandaged up and treated, but wasn't ready for use yet.

She only succeeded in raising her belly off the surface before it gave out, causing her to drop back down.

"You're weak from all the medication," said Zecora, before turning to Valiant Shield, "Perhaps, sir, she could be taken to Ponyville upon your back. You have the strength that Lyra lacks."

"Agreed," he said, "Berry, You'll have to take the Elements. Be careful not to touch them."

She nodded, wiping her tears away. Valiant Shield had arrived at Zecora's hut with Spike some time ago and had instantly realised there was something wrong when they discovered Carrot Top wasn't there. Over the course of the next couple of hours, he had returned to Ponyville, retrieved the Elements of Harmony and helped Zecora tend to Lyra.

The Elements had been painful to touch, so he had borrowed the metal gloves from Berry to allow him to carry them. Despite the fact they had been corrupted, they could still be vital to saving Equestria from Discord.

He allowed Lyra to climb onto his back and then everyone present followed him as he led the way to Ponyville.

****

Nurse Redheart had seen three new patients today, one of whom she could do nothing for.

That one was Shining Armour. The sleeping drugs that Whooves had given him were strong indeed, and nothing she could do would rouse him.

The second was Noteworthy. Big Mac had managed to clear the wreckage trapping him in his basement and dragged him out of his home. The blue-coated stallion had been treated for smoke inhalation and minor burns that he received during his rescue.

The third patient was Big Mac himself, who had fared worse than the pony he saved. He had burned himself badly on his shoulder where he barged the wardrobe out of the way, and on his hooves while moving the burning wood to one side.

The brave stallion had arrived in the nick of time – Noteworthy's attempts to free himself had simply resulted in the wardrobe atop his basement door collapsing inward, almost crushing him and leaving him completely trapped. The underground room had filled with smoke and he had nearly asphyxiated.

He was waiting outside the Ponyville surgery with Nurse Redheart when Valiant Shield and the others arrived, staring dispassionately at the ground. With the drama of the fire over and done with, he had had time to consider what had happened this afternoon.

The reality of the situation had hit home but he wasn't able to react emotionally to it yet. He was still in shock.

Berry Punch saw him, placed the Elements on the ground and removed the gloves, then walked up to him without a word and hugged him as best she could, with the restrictions of his wheelchair.

Valiant Shield was the one who had discovered Carrot Top's body.

He hadn't been able to speak to anypony for a good half hour afterwards. He cordoned off the entire house and point-blank refused to allow anypony else go inside, which told Noteworthy all he needed to know.

The one consolation, if any could be taken in a situation such as this, was the knowledge that it would have been quick. The stab wounds inflicted on her had been so deep that she wouldn't have survived more than a few moments. Screwball was not a being that was capable of restraint.

Lyra had been informed of the grisly murder on the way over and it had hit her hard. Her own affliction was all but forgotten as she mourned for the friend she had only known for a matter of days. The four spies had grown very close in the short time they had known each other and now, just like that, one of them was gone.

She disembarked off Valiant Shield's back and stood up, her legs shaking but able to support her weight. Her eyes met Noteworthy's and she tried to offer some form of comfort, some words of support, but there was nothing she could say.

It wasn't necessary. He could see the sadness in her, and just having the two remaining spies with him gave him a small sense of solidarity.

None of them knew how they would be able to break the news to her little sister Noi, who was still in Manehattan. The poor filly had no idea that her world had fallen apart.

Zecora looked at Nurse Redheart and motioned towards the hospital door. "Shining Armour is inside. Show me. I have brought along a remedy."

The pair went on through, hoping that the herbs Zecora had brought with her would be strong enough to rouse the captain of the Canterlot guard.

Valiant Shield placed a hoof on Noteworthy's shoulder. "Friend, I need you to be strong now. I need you to tell Lyra what you heard before you were attacked," he said, "I think she's recovered to the point where she'll be able to cope with it."

"Wait," said Lyra, her voice shaking. "Wait, oh hell – there's more? What, what else is going on?"

The unicorn was unsure how much more of this she could take. She was weak, injured and at her lowest ebb, but the issue couldn't be put off any longer. She had to be told the truth.

"I heard it all," said Noteworthy, "Through the bug in Twilight's library. When Celestia defeated Discord, he split his essence in two just as he was being turned into stone. This created a second being – as I understand it, his personality was split right down the centre.

"Basically, this meant there were two versions of Discord, one being the draconequus that was trapped in stone and the other taking the form of a pony, who was free to roam around and silently plot his revenge in the shadows.

"When Discord broke free again, he had gone crazy. He was conscious the entire time he had been trapped as a statue, locked within his own mind. He went to his other self for help."

The stallion inhaled deeply and took a moment to steady his emotions before continuing.

"Discord split himself in two again, with the idea that two minds would be better able to cope with his mental torment. This created a third being – the one who attacked us. She's completely insane. And she's the one who turned the Elements of Harmony into an energy siphon. Celestia's at her mercy."

Lyra frowned, trying to take in everything he had said. "I think I'm following you. So, Discord's split himself in three. One is the draconequus we all know about, another is the monster who… who… and the other one, what's his role in all this?"

"He planned it all. He's the one responsible for all the craziness recently," said Noteworthy, his expression darkening. "He encouraged the female Discord to plant thoughts in Celestia's head – to pit us against each other, to terrorise Twilight and keep us all distracted until it was too late."

He hesitated. There was no easy way to break this to her. "Lyra, he's somepony you know."

She stared back at him in shock, her mind racing as she tried to work out who it was. Her thoughts kept settling on one pony in particular, but it couldn't be him. Not a chance.

But in the back of her mind, she already knew. There was only one pony who she was closer to than anypony else, only one pony who Valiant Shield would need her specific knowledge about.

"Lyra," said Noteworthy, "It was Dr Whooves."

Her hind legs collapsed from under her and she fell back heavily onto the ground. She didn't feel the impact – she was too numbed from the revelation.

Whooves. The closest friend she had in Ponyville. The stallion who had dedicated himself to his job as a doctor, shown her compassion and support when she needed it most and appeared to care about all living things.

Underneath it all, he had been seeking to overthrow Celestia and usher in a new era of chaos. He was a traitor.

She just couldn't marry those two thoughts in her head. It was impossible, he wasn't capable of it.

"Whooves?" she said, her voice strained and barely audible. "No. No. No, I don't believe it. It must have been a trick. You couldn't see him, you could only hear him. It's a trick by Discord, he's trying to confuse us, delay us even further."

Berry reached out to her. "Hon, I'm sorry. It's the truth. Think about it – why would Discord reveal his plans before it was safe to do so? Whooves didn't know he was being listened to."

"And he's gone missing," said Valiant Shield, "Nowhere to be found in Ponyville. Nurse Redheart's been taking it pretty hard too. He had everypony fooled."

Lyra shook her head, unable to accept it. She couldn't believe that her friend could carry out a deception of this magnitude. She started questioning herself – had he ever really been her friend? Had he simply used her all that time?

If he had set the four spies against each other, he must have known about her secret identity all along.

And now he had carried out a plot to overthrow Celestia, a plan that resulted in Carrot Top's death.

Valiant Shield waited a short while before continuing. "What can you tell us about him, Lyra?"

She wasn't able to respond. Berry nuzzled against her in encouragement but she remained despondent, lacking the will to even raise her head.

Valiant Shield stepped forward. "I need you on this, Lyra. We're out of time. Look."

He pointed a hoof up to the clear, blue sky. The Sun was shining brightly at its highest point.

"The Sun hasn't shifted position since you left the library. Celestia's power has waned to the point where she can't carry out her daily duties any more, and with Luna gone there's nopony to back her up. The planet has stopped turning.

"It's actually late afternoon right now and, according to Noteworthy, Whooves intends to free Discord at sunset. We urgently need Celestia back if we're going to stand a chance against him, but we need a back-up plan. Your relationship with Whooves is central to that strategy."

Lyra took a deep breath, shaken out of her reverie by a renewed sense of urgency.

She closed her eyes and held a hoof to her forehead, trying to block out all other distractions so she could think back. Think of the time she had spent with him, memories of things he had done or said.

The last time she had spoken with him, he seemed upset. His last words to her… he had told her to stay safe. That whatever happened, he was her friend and he had always wanted the best for her.

It had been an emotional outburst and it had confused her at the time. Now it made a sickening kind of sense but it also brought a small spark of hope. It suggested their friendship had been genuine and he cared about her. This could be used to their advantage.

"We were friends. We were close," she said softly, "Everything he'd done until now was for the benefit of other ponies. To think of him as what he truly is, and to know he was alive for centuries before he met me – it scarcely seems possible.

"His loyalty to Discord comes first, obviously, but I don't believe he knew what this third character was up to. If he had intended death for whoever went to Nightmare Moon's castle, I believe he would have done something to stop me from going."

"So you think this female Discord is going against his original plan, beyond his control?" asked Valiant Shield.

Lyra looked back at him with a new resolve, a new determination. "I can reason with him," she said, "What he's done is unforgiveable, but we still have a connection. Once he discovers how twisted his partners really are, we may be able to get him on our side."

The hospital doors opened wide and Zecora emerged, closely followed by a barely conscious Shining Armour. Her herbal remedy had roused him from his enforced sleep but the drugs were still taking their toll on him.

"Twilight," he said simply, his rage clearly audible through the drowsiness that fogged his voice. Zecora had briefed him on what happened while he was out. "Have you found her? Where is she?"

"Good to see you awake," said Valiant Shield, "Yes, we found her in Whooves' house. We're just working out our plan of attack now."

"You'll need the Elements," he said, "Corrupted or not, if you get them to Celestia she may have some idea of how to restore them to their natural state."

"No matter what, we need to stop them from draining her power," said Noteworthy, "The curse was placed on them by the same one who attacked Carrot Top. We know what that monster is capable of."

It was time to make a move. Valiant Shield lifted his head and whistled loudly, summoning the only two members left of the Canterlot guard. The pegasi had two carriages in tow, harnessed to their backs, which could be used to transport the non-flying ponies back to the castle.

"Lyra, get on board," said Valiant Shield, opening a door on the side of one of the vehicles. She complied, swiftly followed by Berry. With them on board, there was no room for anypony else.

Shining Armour went to board the second one but was stopped by his deputy. "Not you," he said, "We need you here."

The white-coated unicorn snorted angrily, staring at his subordinate with bleary eyes. "They attacked my sister. I'm not going to let them get away with that."

"Neither are we," said his comrade, putting a hoof on his shoulder to calm him. "But you're not thinking straight. Twilight and her friends are more important than your revenge. You're just about the only one who could have the magical ability to set them free. Take some time to recover, then get to it."

Shining Armour bowed his head, wordlessly acknowledging that his friend was right.

"Here is the remainder of my brew," said the zebra, giving Valiant Shield the remedy they needed to rouse Celestia. "Would you like me to come with you?"

He thought it over for a moment. "No. No, you should stay here. We're going to have to face facts – even with Celestia on our side, we may not be successful in stopping Discord. You've contributed all you can for now, so if it comes to the worst, you'll be able to help with plan B. Whatever that might be."

He looked to his guards, Lyra and Berry, then nodded. "Okay, let's be on our way. We can carry the Elements in the second carriage. There's no time to…"

"Wait. You've still got room for another one," said Noteworthy, "I'm coming with you."

Valiant Shield looked the wheelchair-bound pony up and down, with some disdain. "Absolutely not. This is going to be dangerous and you've got no means of defending yourself."

The blue stallion snarled at him, suddenly furious. "They murdered Carrot Top, crippled me and burned down my house. You are NOT shutting me out of this. I want to see Celestia take them down."

"Noteworthy, be reasonable. How are you going to…"

Noteworthy grabbed the bag holding the Elements to stop them from leaving without him. "I'm not arguing with you. I'll stay out of the way once the fighting starts, but I want to be there. I need to be there."

He turned to Spike, who had been hanging back while the ponies discussed their strategy. "Spike, I showed you how to use my equipment while we were searching for Twilight. I have a back-up receiver in my hut at Sweet Apple Acres. It'll need a unicorn's magic to activate it, but if I take a bug with me it'll allow you to hear what's going on. If nothing else, you'll be kept informed."

The young dragon agreed readily, while Valiant Shield acceded to Noteworthy's demands. He helped raise the earth pony and his wheelchair into the second carriage.

The deputy commander of the Canterlot guard mentally assessed his team. A disabled unicorn, a crippled inventor, two pegasi and an earth pony.

If they couldn't rouse Celestia, he didn't fancy their chances. Lyra's connection with Whooves was their only back-up plan.

On his signal, he and his guards took to the air and began the long journey to Canterlot.

****

The chariots came in to land near the main gateway into Canterlot castle.

The building, once alive with the sound of ponies going about their daily duties, was now deathly quiet. The Sun shone brightly overhead, its light reflecting in the crystallised bodies of Discord's victims.

Dozens of statues stood outside, frozen in the position the ponies were in when the wave of magic consumed the castle. It was an eerie sight to behold: they were beautiful in a sick kind of way, their colours shifting with an observer's movement due to a prism effect. If an artist had created them, they would be hailed as a masterpiece.

But within them lay the souls of the afflicted, neither alive nor dead, just altered. Transformed into their own, unnatural prison.

The three spies were visibly disturbed by the sight of them. Even Valiant Shield, who had been hardened by his training and occasional combat against the creatures of the Everfree Forest and from beyond the gates of Tartarus, felt a creeping unease as he looked upon his petrified compatriots.

"Hurry," he said, "But be careful not to touch them. They may be fragile. Noteworthy, make sure to bring the Elements with you."

He nodded to the two guards. "Lead the way."

The squad followed the pegasi into the castle, slowing their pace as they passed frozen ponies in the corridors. The silence was deeply uncomfortable but nopony wanted to be the one to break it. There was nothing they could talk about that could ease their sense of dread.

Shortly, they reached her private chamber. Noteworthy and the two guards remained outside, as the room only had space for a few bodies.

The princess was lying motionless besides her writing desk and she was in a terrible state. Screwball's curse, which had been working slowly over the course of the past week, had accelerated in the past few hours while she had been unconscious.

Her coat, once a pristine white, had degraded to an ugly shade of grey. Her multicoloured, ethereal mane had faded to mere sparkles while her eyes had seemingly sunken back into her skull, with dark rims underneath them.

Valiant Shield felt his breath catch in his throat at the sight of her. Quickly, he opened the bag that Zecora had given him and held it close to her face, praying it would awaken her.

Lyra and Berry watched on, horrified to see the princess so unwell. The way she looked, they doubted whether she would be capable of anything, let alone help them defeat a Godlike being such as Discord.

She let out a pained moan as Zecora's remedy worked its magic, then slowly opened her eyes. They widened in anger as she saw the other ponies in the room, her mouth curling into a snarl.

"This… is my private chamber," she hissed, Discord's magic having fully transformed her personality. "GET. OUT."

Valiant Shield took a step back, his stomach lurching from the sheer venom in her command.

"Princess." His voice quavered at first, but this corrected itself as he continued. "Princess, your life is in danger. Discord has corrupted you, he's draining your power using the Elements of Harmony themselves. We need to break the curse he has placed upon them, find a way to reverse it so we can get you back to your full strength. Everypony else in the castle has been turned into statues. Equestria needs you, princess, now more than ever."

Celestia stared up at him from her position on the floor. She could see the truth in his words. Even though her kindness had been turned to vitriol and her sense of justice turned to spite, she could see past the darkness that clouded her mind.

She remained silent as she mentally reached inside herself, to see the damage that Discord had done. She searched for the magical connection she had with the Sun and its life-giving properties, a connection she had held for so long that she couldn't remember a time without it.

It was gone. The celestial fires that had been hers to control for eons were lost to her, as far from her spirit as they were in distance.

She forced herself up onto her hooves – given how weak she felt, this was a feat in itself. Her body shook, her muscles screaming at her to lie back down and rest.

Without acknowledging the other ponies present, she took one shuddering step forwards. The effort involved was almost painful, but she was determined.

She turned towards her balcony, slowly making progress, with the intent of taking in the view it afforded her of all of Canterlot.

"Princess?" Valiant Shield spoke quietly, his concern colouring every syllable.

She ignored him and kept pushing forward, taking it one step at a time. A little closer. A little closer.

The Sun's rays fell on her face and she permitted herself a small smile. It had been so long since she had actually taken the time to appreciate its warmth.

Her kingdom stretched out before her, the lush grass of her gardens giving way to the bustling city of Canterlot itself. Beyond that, the plains and peaks of Equestra faded into the horizon.

Beautiful. Her heart swelled in her chest, even as she feared for her country's future.

If her spell to keep the planet turning had not dissipated, sunset would have taken place more than half an hour ago.

She felt a small pang of sadness, then gently closed her eyes and fell sideways. Her body hit heavily against the balcony floor.

"Princess!" Valiant Shield rushed forwards to her side and frantically felt for a pulse, for any sign she was breathing.

"Guards!" he screamed, panic-stricken. "Guards, help!"

The two pegasi ran into the chamber, pushing Lyra and Berry to one side as they went past them.

Lyra held her hoof to her mouth, hoping against hope that she hadn't just seen what she thought she had. It couldn't be. The princess was too strong, too powerful – she was eternal, Equestria's eternal protector.

It was only when she saw one of the normally stoic Canterlot guards openly weeping that she could accept the horrible truth.

Princess Celestia, who had ruled over Equestria for eons with a prevailing sense of justice and kindness, was dead.

Chapter 23

Berry Punch took a step forward, instinctively moving to try to protect Lyra, but was stopped by Valiant Shield. He placed a hoof on her back, and then indicated to her to stay quiet when she turned round.

"We have one shot at this," he said, his voice low and determined. "You and Noteworthy need to get inside the castle and pick up the Elements of Harmony, then find a way back to Ponyville. Hopefully Twilight and the others will be unfrozen by now."

"I'm not leaving Lyra," she replied. Discord was upon the unicorn now, looking down on her as a snake would at a mouse.

Valiant Shield placed a hoof on Berry's shoulder, his eyes gazing deep into hers. "Equestria can still be saved but we have to be willing to give our all. I and my guards are going to make a last-ditch attack while Discord is distracted, but there's no sense in you sacrificing yourself."

He retrieved a spear dropped by one of the crystallised ponies that had been frozen still in the gardens. His guards did likewise, ignoring their fear, their faces solemn.

Berry looked at Valiant Shield sadly, aware this would probably be the last time she ever saw him, and then ran over to the back door of the castle.

Noteworthy was already there, attempting to pry it open. Discord's spell was holding it fast, preventing entry. The two ponies exchanged uneasy glances, looked at the metal gloves on their hooves, and realised they would have to try to break it down.

Valiant Shield looked to his fellow pegasi, the only two remaining members of the Canterlot guard, and gave a whispered farewell. "Gentlecolts, it's been an honour."

The draconequus gazed down upon Lyra, taking the time to drink in her fear. Neither of them moved an inch. Discord was enjoying herself too much to bring their encounter to an abrupt end and the unicorn knew there was no point in trying to run. She stood her ground, maintaining eye contact with the demon. The only sound came from the occasional sparks of energy that crackled upon its skin.

A few seconds passed before Discord finally spoke. "You're Whooves' little friend, aren't you? I thought that trap I set for you at Nightmare Moon's castle would have finished you. Didn't you take the time to read my letter? Quite rude, quite rude."

Lyra gave a shuddering breath, and then found her voice. "It was obviously a trap. Didn't want to spend any time longer there than I had to. I only skim read your letter but I… I got the gist. I know what you want. But I don't understand why."

"Why?" Discord hissed, "I'll tell you why. Because of your kind, because of your precious princess, I spent centuries – centuries – locked in a stone prison, forever part of your world but unable to interact with it. Trapped in my own mind. Wouldn't you want retribution, if you were put in the same situation?"

She brought her face down level with Lyra's. "Wouldn't you want the scum responsible to suffer?"

The unicorn shook her head. "No. No, I wouldn't. And I know that's the truth, because I've experienced the exact same thing that you're talking about."

Discord frowned, then spoke in a bitterly sarcastic tone. "Oh yes, I can tell we're kindred spirits. I don't believe you."

"It's, it's true," she said in a frightened whisper. "It was before Nightmare Moon returned. The Elements of Harmony were dormant and they needed six ponies to lend them their life energy, to reactivate them. The process almost killed us and we were left in a state between life and death. Limbo. I was fully conscious but…"

"Hold that thought, would you?" Discord said.

During their conversation, Valiant Shield and the two guards had been slowly creeping up behind the draconequus with the intention of launching a last-ditch attack. Their spears were raised, clasped in their wings, hoping they could land a fatal blow by stabbing her in the head.

She had been fully aware of their approach and was so dismissive of the guards that she didn't even bother to turn to face them. Before they could make another move, she cast a spell with a click of her talons.

Valiant Shield could feel his body becoming solid but it happened so quickly that he didn't have a chance to cry out. The last thing he saw was Lyra staring at him, horrified.

The three ponies' bodies crystallised and they were frozen as statues, joining the rest of the Canterlot guard. Their grimacing faces glimmered in the moonlight.

"Hmm. I've almost got the full set," Discord mused, "Once I've got their commander, I'll have a whole range of action figures to play with."

She chuckled at Lyra. "Oh, don't look at me like that. A girl's got to have a hobby." She looked in the direction of Noteworthy and Berry, who were hammering at the castle door as they tried to break in. "Could you keep the noise down, you two? You're not going to get anywhere – the castle is quite off-limits. You can keep trying to smash through the barrier I've set up, but you'll just end up hurting yourselves. Wouldn't want that. I want a fresh canvas to work with."

The two earth ponies stopped their assault, realising it was pointless. Noteworthy felt the urge to flee but he knew he wouldn't be able to get away. He would face his fate here, with his colleagues, no matter what horrors it could bring.

Berry Punch, likewise, had no intention of leaving the mare she cared about to die alone.

Discord turned her attention back to the unicorn. "Anyway Lyra, you were saying?"

It took her a moment to find the will to continue. "I was trapped in limbo. Like you were. Fully conscious but unable to communicate with the outside world, with only my own thoughts for company.

"But I didn't feel your need for revenge. I drifted, time no longer had any meaning and I lost my sense of self, but I wasn't afraid. It was serene, almost.

"It changed me. Of course it changed me. I became unable to make strong connections with anypony because I felt cut off from reality, but I'm recovering. You don't need to do this. Your pain will ease with time."

She kneeled down. "Please, I'm begging you – don't destroy our world. It won't bring you any peace. You can only find that in yourself."

Discord sneered at her, but her words had touched a nerve. The draconequus became pensive, her destructive urges temporarily quelled.

"That's quite interesting. I suppose it speaks of our different personalities. You're subservient, whereas I have this need to control everything. That's probably why it drove me crazy – I couldn't control anything, not even my own body.

"So we have a connection. Cute. Don't think it'll make any difference, though. I'm not doing this out of some deep, psychological need or because I have daddy issues or anything like that." She lowered her head so it was level with Lyra's and hissed: "I'm doing this because it's FUN."

Discord's breath stung Lyra's eyes and she looked away, her every nerve tense from having the draconequus so close.

Discord grabbed her by the neck, her touch so icy cold that it hurt, and whispered in her ear. "I made this world. I gave you ponies your different colours, your wings, your magic. Everything was brown and dull before I came along. I set the foundations of the structures that rule your lives, I gave you everything. And your kind had the audacity to stand against me.

"You ungrateful, self-obsessed little nothings. You think you matter. You do not. I created you, I am your God. And as I gave, so I will take away. I am going to tear you down, every last one of you. And once I have ruined Equestria, I will move onto the next country, and then the next."

"And what… what will you do then?" asked Lyra, trembling. "When you've killed us all and there's nothing left, what will you do then?"

Discord frowned and released her from her grip. A brief look of consternation passed over her face – the unicorn had raised something she hadn't considered. Once she achieved her revenge, what would she do next?

Berry and Noteworthy saw her hesitation and realised this was most likely their only chance. They somehow had to try to reason with her.

"You're immortal," said Noteworthy, rolling forward. "You need something to keep your mind occupied or you'll fall even further into insanity. If you have no-one else to interact with, your existence will become a living hell."

"He's right," said Lyra, "Think of the centuries you spent alone, trapped as a statue. Sure, you'll have the freedom to move, but there are only so many times you can walk the breadth of a barren world. If you do this, if you go ahead with your revenge, you'll be trapped again. But this time, in a prison of your own making."

Discord looked between the two ponies, genuinely thinking over what they had said. They felt a faint flicker of hope, barely a spark, that they might have reached her. That ponykind was not doomed.

As if sensing their emotions, the draconequus suddenly burst into peals of cruel laughter, falling onto her back.

"Oh, you ponies are just priceless!" she cried, "Priceless! You think I can't find a way around that? I wouldn't be the spirit of chaos if I wasn't possessed with a knack for invention."

She recovered from her mirth and got back onto her feet, drawing herself up to her full height as she looked down on her foes.

"You forget, I now have much of Celestia's power – the strongest healing magic on the planet. Even without its full essence, I can achieve things beyond your imagination. For a start, I could try creating new life. I could even try reanimating a few corpses. A few undead ponies would be fun to have around.

"If that doesn't work, I am more than capable of extending somepony's lifespan beyond its natural length. I can inflict whatever tortures I want without allowing them the mercy of death. Given enough time, they may almost come to enjoy it.

"And even then, I have a lot of genetic material to play with and give new shape. If I can't create new life out of nothing, there are plenty of ponies I could use to produce new playmates." She stared deep into Lyra's eyes. "Ever wanted to be a mommy?"

Lyra stepped back in horrified revulsion, gripped by a fresh fear as Discord smiled malevolently.

"Get the hell away from her," said Berry, moving away from the castle, her face twisted by anger and despair.

"Oh, you're trying to stand up for her? How sweet," said Discord, turning her attention to the purple earth pony. "I don't see what it'll achieve, though. You're nothing but a mere mortal, what do you think you can actually do to me?"

She grinned at Berry, who was seething with rage and regret – it all seemed hopeless but she wasn't willing to go down without a fight.

The pony stared up at the draconequus, scarcely daring to blink. On the periphery of her vision, she was vaguely aware of an intermittently flashing white light. She didn't know what it was and she didn't care – she was on the verge of losing control of her temper.

"No answer? I thought not," said Discord, bringing her herself down to Berry's level. "Now the question is, what should I do with you? You have family in Canterlot, don't you? Perhaps I should invite them along to watch. Or maybe I should go to Manehattan and track down that delicious-looking daughter of yours."

The mention of Ruby Pinch pushed Berry over the edge. Any sense of self-preservation was swept aside by her need to do something, anything, to make Discord pay.

She lifted up a metal glove and in one sudden, swift motion swung it round and punched her as hard as she could in the head.

The draconequus jerked upright, lifting up a paw to feel the spot where the attack had connected, eyes wide open in shock.

"You… you hit me in the face," she murmured, unable to believe it. "You…"

Berry was upon her before she could recover her senses – Discord was caught off guard by the ferocity of her assault and lost her balance, falling to the floor.

Berry leapt on top of her and started landing blow after blow on her face, tears stinging the pony's eyes as every ferocious punch sent juddering pain up through her legs.

She never tired – every attack was as strong as the last, enhanced by the gloves to be powerful enough to shatter stone. If a mortal pony had been her victim, they would have been dead already.

But Discord was no mortal.

In a blink, the metal gloves on Berry's hooves were turned into glass. The next blow caused them to shatter and she cried out in pain as the shards dug into her skin.

Suddenly her body was sent flying backwards at high speed, crashing hard against the castle. She was held in place against the wall by an unseen force that she couldn't fight against, no matter how hard she struggled.

Discord rose from the ground, pausing only to reach up and click her dislocated jaw back into place, then advanced on the helpless earth pony.

"I'm impressed," she said, her wound healing instantly. "An honest-to-goodness last stand. That was almost like being back in the days of old, when there used to be knights willing to die for a cause instead of these feeble creatures that called themselves the Canterlot guard."

Berry could only gasp in reply, fighting against a building pain inside her chest. She didn't know what was causing it, but there was something deeply, deeply wrong.

Lyra rushed over to her friend, terrified by what was happening to her. The pony's skin appeared to be melting, with purple droplets forming on her coat.

"Stop it. Stop it!" Lyra shouted at Discord. "Please… please don't kill her."

"Oh, I'm not going to kill her just yet. I have a rather more fitting punishment in mind." With a flourish of her paw, she finished casting her spell.

Berry mercifully passed out just before her entire body began to sag, then her limbs and head began to merge into her torso as they slowly transformed into a dark red liquid.

Glass began to form around her, contracting in as it caught every last drop of her formerly solid body.

Within seconds, the process was complete. Where Berry had once been, there was nothing but a bottle filled with liquid of a colour that closely resembled wine.

Discord looked down on Lyra, smirked, then said: "NOW I'm going to kill her."

The bottle, which had been left hovering close to the wall, suddenly regained gravity and fell towards the stone floor by the castle door.

"No!" Lyra screamed, diving in a desperate bid to catch it.

Her front hooves grabbed the bottle just inches from the ground but her forward momentum carried her into the castle wall. Her heart stopped as she heard the glass chink loudly against the stone.

It took her a few moments to realise it hadn't shattered. A shell-shocked Lyra, her body trembling, held the bottle close to her and wrapped herself around it like a cocoon, trying to protect whatever was left of the mare she cared about.

She had no idea whether Berry was even still alive in there, or if she could be saved. All she could focus on was shielding her from Discord.

She squeezed her eyes shut, expecting the draconequus to deliver a fatal blow at any moment. She couldn't look, she didn't want to see. She just wanted it to end.

But the God of chaos's attention had already shifted.

Noteworthy felt a cold chill of fear rustle through him as she casually walked over to him. The straps holding him in his wheelchair slowly undid themselves, and he struggled impotently as he felt his body being lifted into the air.

He was raised up to Discord's eye-level, his heart hammering in his chest as he tried to look away. But he couldn't – his head was being held in place. A moment passed, his trembling breath the only sound.

He flinched when she finally spoke. "Noteworthy," she said, "You're the one who saved those two little fillies. Without you, they would have been pancaked out in the field that day. I would have had my retribution so much sooner.

"But Whooves might have had something to say if I'd succeeded in killing them. He was angry enough that I broke your legs. It would have ruined everything, he would have felt compelled to stop me.

"I had a serious impulse control problem when I was Screwball. That's been cured now – two minds are better than one. I should thank you, really. If those fillies had died, none of this would have been possible. Good job, Noteworthy."

She tutted and tapped one of his useless hind legs, which swayed in the air at her touch.

"Left you in a bit of a state though, didn't it?" she said, "Tell you what, since you've helped me so much, I'll try to fix you. A little bit of cosmetic surgery, shall we say? Now what should we do…"

She looked the terrified stallion up and down, then clicked her talons as an idea came to her.

"I know. Why don't we give you a new look?" she said, extending the claws on her paw. "Let's see what you look like with only one eye."

Noteworthy cried out in panic, desperately struggling against the magic that was holding him fast.

But there was no getting loose. He closed his eyes as Discord drew back her paw.

There was a wet sound of impact, the noise of something heavy piercing flesh - but not his own.

He had a brief sensation of falling and then he hit the ground hard, causing him to open his eyes again.

Discord was staring down at her stomach – the sharp end of a spear was sticking out through her body, embedded so far into her that she was almost halfway down its length.

"Well," she said after a moment's pause, a note of surprise in her voice. "I don't remember putting that there."

A second spear suddenly pierced her flesh, followed by another, then another. She held her claw out to stop a fifth in mid-air before it could reach her, then turned to see who was attacking her.

A brown-coated pegasus was snarling with anger, a dozen spears levitating above his head.

"Whooves? I thought I killed you," Discord said nonchalantly, unphased by his reappearance.

"I'm a shapeshifter, you idiot," he said, "Did you really think breaking my neck would do anything more than slow me down?"

Without another word, he fired every last one of the spears directly at her head. She waved her claw dismissively, instantly reducing them to dust.

"Your healing factor took a while to kick in though, didn't it? I've had so much fun while you've been gone" she said, flexing her chest and snapping the shafts inside her. The broken weapons clattered on the ground.

She vanished, and then reappeared near the hedge maze. She extended her claw and beckoned to him. "Come on, then. Round two. Let's see if you can put up more of a fight this time. Just be careful not to…"

She stopped in her tracks, noticing something was off. "My statues!" she cried in dismay. Every last one of the crystallised guards had disappeared.

Whooves narrowed his eyes, his mane sparkling with flame as he readied himself for battle. "I couldn't take you on without making sure they were safe. I teleported them away – I'm not going to let you harm another living creature."

He spread his wings and took to the air, a unicorn's horn sprouting from his head to better enable his ability to cast magic. He summoned a single ball of fire and threw it at Discord, as a test of his power more than anything else.

The draconequus dodged it effortlessly and sneered up at the doctor. "I'm afraid you're a bit late for that. Have you seen what I did to Lyra's friend? She's a good vintage mind you – I may partake afterwards."

At the sound of that, the mint-green coated unicorn whimpered and held the bottle tighter to her.

Discord chuckled. "Or perhaps your late intervention was intentional on your part. Maybe you were jealous. Maybe only you are allowed to be a close friend to Lyra. I wouldn't be surprised if that were true – it fits your controlling nature."

"Shut up." Whooves focused his attention on the ground around his opponent's feet. The earth began to shake and crumble, with licks of flame appearing through the cracks.

"I've hit a nerve, I see," said Discord, before blinking out of existence just as a column of fire erupted forth with a roar. She reappeared once the blaze had faded, standing back on the now-scorched earth. "And you're going to have to be quicker than that."

Whooves was breathing heavily, trying to hide his concern. He wasn't going to be able to take her down in a straight fight, he would have to outthink her.

The problem was, Discord realised this as well. She pouted in mock disappointment as he hesitated. "Well, this isn't going to be a challenge at all," she said, "It's totally one-sided. I have all of my wonderful reality-warping powers, and the power we took from Celestia was shared out equally between us. Tell you what, I'll go easy on you for a bit. Here, have at you."

She half-heartedly waved her paw through the air in front of her. Whooves felt a stinging slap on his cheek, not strong but hard enough to cause pain.

"No response? Here, have another." She hit the air again, landing another weak blow on the side of his face.

He growled, feeling genuine rage for the first time in centuries. Given the nature of his personality, the aspect of Discord that he represented, he had always managed to keep a relatively level head. He had been able to think things through, put rationality ahead of his feelings.

But these were exceptional circumstances. Discord had murdered Princess Celestia, terrorised his friends and now she was treating him with utter disdain. The fate of Equestria rested in his hooves, he was the only one who could stop her – and she was humiliating him.

His mane and tail burst into flame as he accessed the full power at his disposal and began his assault. He tried his best to attack tactically, throwing fireballs at where she was standing and at where he thought she would appear next.

He knew they wouldn't provide a killer blow or anything like it, but if one of them hit, it would seriously hurt. His best bet was to make her angry, encourage her to drop her guard and make a mistake.

The fireballs rained upon the ground, bursting apart in an explosion as they made their shuddering impact, the air flaring a bright yellow. The grass burned and the castle's walls shook from the regularity of the blows.

But Discord was having little problem in dodging them. Her body flowed like liquid in between the blasts as she treated his assault as nothing more than a game, as a kind of deadly dance that she accentuated with little flourishes.

After barely a minute, Whooves stopped his attack, realising he was getting nowhere. Discord gave a small bow to indicate her pride in her performance, then delivered another remote slap to his face to anger him even further.

"Why don't you just give up?" she asked, "You've lost. It was a noble effort, truly it was, but this planet is mine. It was and always will be. I know you had dreams of being its all-conquering dictator but you're going to have to stand aside and leave the job to someone who's got the vision to pull it off."

He shook his head in disgust. "I don't understand you. How can you take so much joy out of suffering? Doesn't it make you feel empty inside?"

She laughed. "Oh come now, Whooves. I'm not that far off from what the original Discord was when you first separated from him. This planet was his playground and all its inhabitants were his toys. It doesn't matter that you don't remember – he is a part of you just as much as you are a part of him. Deep down, you want the same thing."

"I am nothing like you," he said, struggling to control himself. "I'm nothing like you!"

Discord stroked the side of her head, enjoying the obvious upset she was causing him.

"The apple doesn't fall far from the tree, Whooves. You've spent your entire life making excuses, trying to deny who you really are. But think back to some of your past behaviour. One time in particular. Do you remember what you did to Luna?"

His breath caught in his throat at the mention of her name. Discord smiled at his reaction, knowing she had him bang to rights. There was no excuse for his behaviour when it came to the moon princess.

"Poor little Luna," she said, "She cared about you, you know. You were the first mortal she had allowed herself to care about for a long while. I distinctly remember you telling me about it, when I was a statue and still in control of my mental faculties. She cared about you, and look what you did to her."

"I… I protected her." There was a distinct stammer in his voice. "I saved her from Krastos. He had her at his mercy and I stepped in and saved her."

"Yes, you did. And then you allowed her to think you had died. You broke her heart." A cruel grin spread over Discord's face. "She grew angry. Bitter. Resentful. And the darkness inside her spread, until she became resentful against all of ponykind. We all know where that led."

"I couldn't come back," he said, tears forming in his eyes. "I couldn't. She would have realised who I was. I would have been frozen in stone, just like you were. I suffered injuries that no mortal pony could have survived, she would have known!"

"That's the excuse you keep telling yourself, but the reality is that you wanted revenge. You're the same as me. In fact, you're worse. I never let anypony get close to me because I know what I am. I'm a monster. And so are you."

"Shut up. Shut up!" he cried, clenching his teeth in a vain attempt to hold in all his sorrow, all his rage. "I'm not like you. I felt guilty, so guilty. You're not capable of that. I may have started off like you, but I've grown. I've become so much more."

"You say you've changed?" said Discord, her excitement growing as she prepared to utterly destroy his argument. "Then what about Twilight? She cared about you. You cared about her. And what became of her? She's nothing more than a statue in your basement."

She swung her paw hard through the air, delivering a violent remote punch to the side of his head.

The force of the blow, combined with his emotional state, pushed him totally over the edge. He let out a scream as he lost control, then the air erupted in flame as he unleashed a devastating barrage upon the ground.

Discord blinked out of existence, then reappeared in the air. Whooves redirected his fire and she shifted again. He continued re-aiming at her, too blinded by rage to see where he was shooting.

Noteworthy, still prostrate on the ground from where Discord had dropped him, watched the proceedings fearfully. He was lying on the grass near the castle, with nothing to protect him if a stray fireball came his way.

He winced as a blast smashed against the ground just a few feet away from him. He had to move.

Reaching out his metal hand, he grabbed hold of his wheelchair and attempted to pull himself up. The chair's frame shuddered as he put his full weight on it, then fell to the side as it overbalanced, sending him crashing to the ground.

"Lyra," he called out. "Lyra! We have to get out of here! Help me. Help me!"

He shielded his face as a fireball crashed against the side of the castle, causing fragments of stone to shower over him.

With a supreme effort, he began crawling forward to the relative safety of the castle doorway. "Lyra!" he cried.

But the unicorn was unable to respond. The injuries she had suffered, the friends she had lost and the violence of Discord had proven too much for her. She was starting to go into shock.

The draconequus had grown tired of dodging the doctor's attacks. "Enough of this. Game's over," she said, producing a large baseball bat from behind her back. "Batter up!"

With a mighty swing, the bat connected with one of Whooves' fireballs and sent it flying back the way it came. He was so enraged that he didn't see it coming.

It exploded against him, knocking him out of the sky. The noise of his rampage faded away as he crashed to the ground, the impact knocking the wind out of him.

Discord chuckled to herself as she walked towards him, slapping the bat against her open palm. Whooves struggled to get up, exhausted from his efforts.

Discord shook her head. "So disappointing. A whitewash. A walkover. I told you Whooves, you were no match for me. Sheesh, if this is all you could throw at me then it's a wonder Celestia ever defeated us in the first place."

It was as if a light had clicked on in his head. The perfect way to defeat Discord, the only way she had ever been defeated. Use her overconfidence against her and strike when she thought she had won.

He waited as she drew closer, closer. She was almost upon him, her bat raised ready to strike, when he let loose with his trump card. The one thing she might be afraid of. The spell Celestia had used to defeat all of her enemies.

His horn flashed as he put his full strength behind his spell. Discord barely had time to realise what he was up to before it hit.

Her skin began to turn grey and her movements slowed as her body was rapidly turned to stone.

Whooves pulled himself up onto his hooves and backed away. Noteworthy watched on in astonishment, barely daring to believe that the doctor had snatched victory from the jaws of defeat. He called out to Lyra and the still-shaking unicorn looked up.

Nopony spoke a word. A hush fell upon the night-drenched garden.

And then, with a sickening inevitability, the silence was broken by the sound of cracking stone.

Whooves stared on, his jaw set in determination, as the curse slowly faded from Discord's head and began to make its way down her body.

She laughed triumphantly, mockingly. "Nice, Whooves. Very nice. But as you keep forgetting, I hold one half of Celestia's power. You think I didn't expect this? I kept a special something in reserve, just in… wait. Wait. What are you doing?"

Her laughter died on her lips as she realised something was wrong. The temperature of the air around her was rising rapidly. Her eyebrows began to singe as the heat intensified.

"I am nothing like you, but I'm not like Celestia either," said Whooves, sweat forming on his brow as he put all his magical power into one last attack. "And do you know why? Because Celestia. Didn't. KILL."

Discord's eyes widened as she realised he was deadly serious. Sparks of flame burst into life in the air and patches of her coat began to catch light.

She struggled against the stone that still encased most of her body, trying to reverse the curse placed on her. Whooves increased the power of his spell, slowing the rate at which she was freeing herself.

The doctor hissed one word, just loud enough that she could hear it. "Burn."

She reached out with her paw and summoned a storm cloud in a last-ditch effort to save herself – rain began to lash at the flames.

But it could not help her. The water simply evaporated in the heat.

The fire continued to spread across her body, rising up her chest and reaching her head. She refused to cry out, instead staring the doctor in the eyes defiantly until her face became hidden by the rising smoke.

She was now engulfed in a white-hot flame. A ghastly crackling could be heard as she burned, along with an acrid smell that hit the two watching mortals in the back of their throats.

Noteworthy was trying to shield his face from the heat, which was now so intense that it was tanning his skin, even from several feet away. He held his gloves to his face but he could feel the metal growing hot. The thought crossed his mind that Whooves was going to burn both him and Lyra as well.

The unicorn made no effort to protect herself. She couldn't look away. The horror of what her former best friend was doing was too great.

Her eyes were wide and her tears dried on her cheeks almost as soon as they formed.

The figure of Discord, barely visible past the fire, suddenly shifted. Its upper half fell away, dropping to the ground.

Whooves was gasping for air, the strength of his spell draining all his mental reserves. Still staring at the spot where Discord once stood, his teeth bared, he allowed the fire to fade away.

The earth was cracked and bare. All that remained of the draconequus was a large heap of ashes.

Whooves panted heavily, still possessed by rage. He was insensitive to anything else but his hatred of Discord, her words echoing in his head. The only sound was that of his breathing.

"It's over," he said finally, his voice hoarse. "It's… it's over. I won."

Noteworthy lowered his hands and looked at the doctor. Once he realised what he had just said, once the relief inspired by Discord's death had passed, he was hit by an undeniable sense of disgust.

Whooves was the one ultimately responsible for this; he was the one who created Screwball. None of this would have happened if it hadn't been for him.

"You've won?" Noteworthy said, his voice shaking as his fear was rapidly replaced by anger. "You've won? You have the gall to claim victory after everything that's happened? After what you've done?"

He began to shout. "Have you any conception of the damage you've caused? The Elements of Harmony have been tainted. The Canterlot guard have been defeated. Princess Luna has been banished. Princess Celestia is dead! Carrot Top is dead!" His voice cracked as he mentioned her name. "There's nopony left to rule Equestria but you! Is this what you wanted? Are you happy now? Are you happy?"

Whooves shot him a look filled with so much anger that it turned his stomach.

"Am I happy?" the doctor said, still gripped by rage. "Am I happy?! You think this is what I wanted? You'd be dead if not for me - all of Equestria would be in ruins. And you dare to criticise me for it?"

Noteworthy pressed his body up against the wall and turned his head away as the seething doctor approached, frightened of what he might do to him.

Whooves stopped just yards away from him, his body trembling, his anger still not sated.

"Look at me," he demanded, flickers of flame sparking on his coat. "LOOK AT ME!"

"Whooves?" a frightened, quaking voice pierced his consciousness.

Lyra was staring at him with wide, terrified eyes, clutching the bottle that had once been Berry Punch close to her chest.

The sight of her, looking at him as though he was a monster sent from hell, shook him to the core.

"Lyra," he murmured, filled with regret. "Lyra, I'm so sorry. So sorry. I can… I can make this right, I can…"

He looked around him, taking in the scorched landscape that had once been the Canterlot castle gardens. The land had been ravaged by his battle and Equestria's greatest protectors had been defeated by his plans.

"I… I can…" His voice began to quaver as he realised how little there was he could do.

He didn't have the power to return the Canterlot guard back to their original form. If he had Discord's abilities then it would have been a cinch, but the draconequus's magic had been burned up along with her body.

There was also little chance that he could save Berry Punch. If she had been a shapeshifter, being turned into liquid would have been easily survivable. But as a normal pony, even with the reality-warping powers of Discord, there was a strong possibility the process had killed her.

If she was still alive, then her consciousness would currently be locked in a kind of limbo. Restoring it, along with her body, would require a being of great power. Greater than his.

There was nothing else for it. Luna would have to be brought back from her banishment. And once she learned of her sister's death, his punishment would be severe.

He had agreed to help Discord in the hopes that he could prevent him from bringing ruin to Equestria. He had singularly failed in that mission.

He sank to his knees and bowed his head in defeat. All that Discord had told him was true – he was a villain.

Chapter 24

Noteworthy looked up tentatively, still afraid of what Whooves might do. When he saw the doctor collapsed on his knees, eyes closed in guilt, he realised his dangerous mood had passed.

The blue stallion steadied himself against the castle wall, propping himself up by using his metal gloves, and checked the area around him.

Lyra was quaking in a corner, suffering from all the mental stresses and strains that had been placed upon her in the past 24 hours. The surrounding gardens had been razed by the firefight with Discord.

"Whooves," he said, calling out to get his attention. The brown-coated alicorn raised his head sadly.

Noteworthy continued, speaking in a tired, businesslike tone. "You know what you've done. You've acknowledged your guilt. Now we have to work out what we're going to do next. How we're going to salvage this situation."

The doctor slowly got up onto his hooves and walked over, his expression contrite.

"You're right," he said, "I have to do what I can to… at least try to repair some of the damage I've caused. I'm so sorry. If I had known Screwball's true nature, if she had given any indication…"

Noteworthy took a deep breath and exhaled sharply. Out of everypony, he had been hit hardest by Whooves' scheming.

"She murdered Celestia. She killed Carrot Top. She burned my house down and broke my legs. No apology you make can ever be enough."

The alicorn bowed his head, eyes closed. "We have to get back to Ponyville. I can free Twilight and her friends, then we'll be able to go from there. With help from her and Shining Armour, we should be able to reverse the spell that banished Luna to the Moon. Once she's back, she'll take charge. She can cure the Canterlot guard from their statue forms, and her power over the lunar cycle will restore the natural order. She'll have to take on her sister's job."

He stopped when he heard Noteworthy give a sudden, panic-stricken gasp.

The blue stallion was looking past him, his eyes wide open in shock and his lip trembling.

"No. No, it's not possible," he said, his speech garbled by terror, the words bleeding into one another. "No, it can't be. No!"

Whooves turned round and his heart almost dropped out of his chest at the sight of it.

Discord's ashes were swirling round, as if blown by a wind that nopony else could feel, and were starting to assemble into a familiar shape.

As the grey and black dust pressed together, burnt red flesh began to form and stretch out. New limbs grew and a leering face became visible.

Whooves was so fear-stricken he was barely able to breathe – he had completely exhausted himself in that last attack. He had nothing left to give.

Noteworthy was lost in a world of his own, constantly murmuring a denial of the truth as if it was a religious chant. Lyra gave out a cry of anguish and turned her head away, trying to shut out the rest of the world.

Discord's body finally took its full shape, yet she was not fully healed. There was nothing left of her coat and her skin was charred red and black, while her eyes had blood-coloured rims underneath them. Electric crackles of energy constantly sparked over her body as it worked to heal the remaining damage.

She grinned, baring her discoloured teeth, and spoke – her voice resembled the sound of a hoof grinding through gravel. "Well played. Round two goes to you, I think."

Whooves was unable to give a coherent response. His mouth hung open and he gave a series of frightened gasps.

She chuckled. "You're not the only one who can play dead, doctor. I explained this to you before you burned me – we shared Celestia's power over the Sun and there's nothing you can do to hurt me. I was so impressed by your trap, though, that I just had to play along. I mean, credit where it's due, trapping me in stone and then burning me to death? That's ingenuity – now you're thinking like a stone cold killer."

He backed away, too possessed by terror to even think straight, let alone come up with a strategy.

"Anyway, this game has been a lot of fun but now it's time for the grand finale," she said, "After all, we're playing best of three."

With unnatural speed, she moved forward in a ducking motion and landed an uppercut on his torso, hitting him with such strength that it sent him flying several feet backwards.

As he landed, the ground underneath him came alive. The earth grew hands that grabbed his body tight, holding him fast and preventing any movement. He struggled to break free, tried to use his magic to burn them off him, but there was no escape.

Discord walked towards him slowly, a viciously triumphant grin on her disfigured face.

"Just how good is that healing factor of yours?" she asked, "You can patch up any damage I do to you pretty well, but I'm wondering – how would you cope if I started ripping parts off?"

Whooves panicked as he felt the hands grasping at the wings on his back. He tried to retract them, morph them back into his body, but it was too late.

Lyra had her eyes squeezed shut so she could only hear what was happening to him, but his agonised screams cut through her like a knife. It was over. He couldn't come back from an injury like that.

Whooves looked up at Discord as she stood over him, his eyes streaming from the pain, his breathing ragged. The hands still held onto him tightly but he lacked the strength to fight back.

"I thought so," she said, her expression darkening as the smile dropped from her face. "I've had enough of this, Whooves. I'm through toying with you. I'm just going to pummel you until there's nothing left to regenerate."

She straddled his body and began repeatedly punching him in the face, the sound of her blows so loud that the two nearby mortals could almost feel them.

Noteworthy collapsed against the wall, devoid of hope. It had all been a game to her. They never stood a chance.

Lyra raised her head and watched the draconequus as she beat the stallion who had been her friend to within an inch of his life.

All the sensations she should be experiencing – anguish, nausea, despair – they weren't there. The events of the past 24 hours had pushed her mind too far, too hard. It was if she was living in a dream, that these things weren't really happening.

She couldn't feel anything.

The assault continued for several minutes until Discord finally let up, leaning back to observe her handiwork.

Whooves' face was unrecognisable, a mess of blood and bruises. Yet he still lived – he was having difficulty breathing and was finding it hard to see past the swollen skin around his eyes, but he still lived.

As Discord watched, the first signs of recovery became eminent. His cracked skin began to knit itself back together and his damaged flesh began to lose its darkened hue.

"I don't believe it," she said, "After all that, you're still healing. You've given up – I can see it in your eyes – but your body just won't let you die."

She ran her talons down the side of his face, carving a thin red line on the surface of his skin. He made no effort to resist.

"You and I could have some real fun together, Whooves," she said, "You're remarkably hard to kill. I don't think I'll find another like you. But the problem is, you know too much about me. If I let you live, you'll always be scheming, thinking, plotting a way to overthrow me. I can't have that."

She leaned down so her face was almost touching his, her tongue flicking out briefly to lick some of the blood from his lips.

"There's a quicker way around this," she whispered, "I'm going to be kind. I feel I owe you that much, after all you've done for me. I'm going to take you up on your offer, doc. I'm going to give you what you wanted in the first place."

In a sudden motion, she jerked her body back, raised her claw and thrust it down towards his chest.

With a visceral crack, it broke straight through – past the skin, flesh and bone and into his very spirit.

As he gasped for breath - great sputtering gulps of air that could do nothing to sustain his broken body – he could see a white glow of light emanating from the open wound. She was absorbing him.

Electric streaks of blue sparked down the length of her arm, filtering through to the rest of her as she grew even more powerful.

There was an ominous rumbling as the combined energies of Celestia and Discord began to merge into a single being: enough power to unmake all existence.

The very ground beneath began to contort and corrupt, the scorched earth warping into a black, shifting substance.

Stricken with terror, not just for himself but all creation, Whooves fought against the change with all his remaining mental reserves, everything he had left.

But once the transformation had begun it could not be stopped. Thin tendrils of light started to creep up his body.

Lyra saw what was happening, realised this was the end. She was overcome by a strange form of acceptance.

But all the other ponies on the planet, every other creature… they did not deserve this fate.

She saw her friend slowly being overcome by the demon, thought of how Discord had been bested by Screwball in a similar manner, and realised there was one last hope. Something that the doctor, lost in the grip of panic, would not have even considered.

"Whooves," she murmured, then raised her voice in desperation. "Whooves! WHOOVES!"

But he couldn't hear her over the rushing of power, the deafening crackling of energy as Discord consumed his being. The black corruption continued to spread out from the epicentre, the chaos God's influence working on the planet itself. The patch of affected earth was now several feet wide and was almost touching the castle.

Lyra took a deep breath and then slowly, carefully, placed the bottle she had been clutching to her bosom upon the ground next to the castle door.

She narrowed her eyes and focused on Whooves, who was still fighting, still had life left in him. Nothing else mattered any more.

She moved forwards, walking right up to the edge of the blackness, and called out his name again. He couldn't hear her. She realised, with a deadly certainty, that she was going to have to get closer.

Gritting her teeth in apprehension, she set hoof upon the blackened earth and raced towards the centre of chaos.

It was like running through marshland, almost as though there was little else but liquid underhoof. If she stopped, even for an instant, she believed she would be sucked down under the surface. The goop stuck to her coat as she pushed onwards.

"Whooves!" She called out his name again as she closed the distance between them to merely a few yards. This time he could hear her. He turned his head, his expression paralysed into one of pain and shock, as the light consuming him reached his neck.

"Whooves, you have to stop fighting it!" Lyra cried out, trying to ignore the numbness in her hooves.

"What?!" he shouted, aghast.

"I don't think there's any way you can stop it! That's why Discord lost his battle with Screwball! You can't prevent the change, you have to…"

She screamed as a sudden agony wracked her body, surging up through her legs and into her head. Acting as a sentient being, the black liquid grabbed hold of her and began to envelop her completely. Her skin began to change colour, its green hue growing darker.

"You have to take control of it," she said in a shuddering whisper, the pain making it an effort to even speak.

Discord did not hear her speak but she had heard her scream. Her eyes widened in delight when she noticed the unicorn was so close. She raised her free paw and slowly closed it shut, accelerating the speed at which the corruption was taking hold of Lyra.

"Let go of her!" Whooves screamed, summoning flames that latched onto Discord's back and set her ruined flesh afire once more. It did nothing to stop her.

"Let her go! Let her go!" his voice broke as he continued fighting against her, unable to accept the fact it was already too late.

"Doctor, listen to me," said Lyra, her coat and mane now black in colour, her strength rapidly leaving her. "This is your time. You made her, you have to set that right. You have to take control, you have to become Discord."

"Lyra." He could say nothing else – his throat was too choked with sorrow and he was blinded by tears.

She sighed softly as she fought for breath, her eyes closing against her will. "Whooves, you have to know… despite all you've done, I still believe in you. Remember… remember when you…"

She fell quiet and her head flopped forward. Her body lost its rigidity and dropped sideways, splashing against the ground.

Discord grinned at the sight of the lifeless unicorn but her mirth quickly faded when she caught sight of her paw.

Small patches of light were appearing on her skin, gradually growing ever larger.

"What's this?" she murmured. The truth dawned on her when she looked at Whooves, who was staring up at her in tear-filled rage.

His body was burning with energy and the bruises and scars on his were healing at a speed he was previously incapable of. The ground underneath his body was reverting back to its original state, the blackness fading away.

"What gives you the right," he growled, "What gives you the right to play God? You treat these creatures as nothing more than toys, disregarding the fact they have the same emotions as you, they have the same right to exist as you. You were right, you were absolutely right when you said you were a monster.

"No, you're worse than a monster. You're a mistake. An abhorrence of nature. You're an accident that I created and I have to set right!"

Discord desperately tried to pull her claw out of his chest but it was stuck fast. There was no reversing what had already started. Feeling genuine panic for the first time, she attempted to rip her arm off instead – anything to get free.

Whooves reached out with his growing magical power and held her still with astonishing strength, easily overpowering her efforts to break loose.

There was nothing she could do. Her body was rapidly becoming intangible, fading away as she became one with Whooves.

"You are nothing," he said with a snarl. "You are less than nothing. I am your creator. I gave you life. I am… I am…"

Discord's body collapsed in on itself and there was a flash as it disappeared completely, folding into Whooves and healing the gaping wound in his chest as it entered him.

Fresh wings spread from the doctor's back as he resumed his alicorn form, his eyes glowing as he rose above the ground.

His body seethed with power. It ached with power. The sheer level of magical energy burning inside him was too much for his body to hold – flakes of skin peeled away as the combined abilities of Discord and Celestia sought release from his mortal frame.

He spoke in hushed awe, in reverence of what he was now capable of. "I am… God."

His mind reeled – his senses were heightened to the point where he could feel the soul of every living creature on the planet, could envision every part of the forests, deserts and oceans.

He had ascended to a higher plane of existence. A being able of doing anything, of warping reality to his every whim and channelling the life energies of everyone, everything.

Now he could fix this world. He could repair the damage that had been done. He could… he could…

Tear it all down and start again.

This broken planet, with weather systems that required physical maintenance to remain in operation instead of operating by themselves as nature intended. This world filled with monsters, dangerous beasts in the Everfree Forest, beyond the Gates of Tartarus and elsewhere.

Multi-coloured ponies, griffons and dragons who had been created by a bored deity simply to satisfy his boredom. None of them had any place in an ordered world.

Whooves suddenly clutched his head, frightened by the thoughts that had sprung unbidden into his mind. No, this wasn't right. This wasn't him. He wanted peace, not destruction.

"Stop trying to defy your own nature." A voice whispered spitefully in his subconscious. Discord. "Remember who you really are. Remember."

Memories erupted forth, memories of his time as Discord. Of how his life began.

The world had been a much simpler place then, all those thousands of years ago. There were no buildings or unnatural structures – everything had been allowed to evolve as nature itself saw fit.

Animals were not fully sentient in the true sense of the word, not as they were now. They were incapable of reason and their only interests revolved around keeping themselves alive.

He couldn't remember what triggered the change in him. A cosmic accident, or perhaps a remnant left by whatever created the world in the first place, or a lost secret left by a species that existed in pre-history.

Whatever caused it, it granted him unimaginable power. It was the source of all magic.

He became intelligent, gained the ability to transform the world whichever way he pleased. At first he was afraid of it and what it might do to him, how it could change him. He was so far above any other living creature that he was essentially alone, unable to converse with them in any meaningful way.

Soon he began to crave company, so he slowly instilled his knowledge into a certain number of species. The process took several generations – his power was still new to him and he had not yet perfected the limitless possibilities they offered.

As time passed, he reinvented himself, taking his favourite aspects from the animal kingdom and incorporating them into his own body. He created himself in their image.

But the length of time it took to create intelligent life affected his outlook upon them. To him, they were still nothing more than the same dumb creatures that they had been before he started to mould them into shape.

He was so far above them in evolutionary terms that he still couldn't relate to them. They were beneath him.

"They are nothing more than toys, playthings for a God," Discord's voice rang out in his head again. "That's all they ever have been. All they ever will be. You want your perfect world, you want peace? Start afresh. Cast them all aside. They deserve it, after what they did to us."

Screwball's memories came to him and darkness opened up in his mind, a vast sprawling darkness that was empty and void of emotion.

Centuries upon centuries he had been locked away, trapped in stone by the animals he created. Those ungrateful little creatures, who did not understand their place in the natural order of things, had turned against their maker and subjected him to eons of torment.

Whooves tried to fight down the rising bitterness. This wasn't him – he had grown beyond his roots, he had become compassionate. He couldn't allow himself to exact revenge, it wouldn't be right. It wouldn't be just.

The time he had spent living with mortals had taught him respect, taught him to care for others. Causing harm to them to satisfy some selfish whim was an anathema to him.

But the idea of it was growing ever more seductive. Discord's voice was growing in volume and her calls for vengeance were becoming harder to deny. His soul was in stalemate.

The sheer magical energy inside him continued to ravage him, eating away at his ability to regenerate. If he was to survive, he would have to craft himself a new body. One that was immortal, one that could withstand the power he possessed. If he did that, he would be capable of anything.

But he couldn't trust himself. It was taking all his concentration to prevent himself from succumbing to Discord's influence. Better to allow himself to burn out than risk anyone else from coming to harm.

And yet… he wanted to undo the damage he had caused. Do something to reverse the harm he had inflicted upon Equestria.

He searched deep inside himself, trying to find something, anything, that would allow him to use his power for good without losing himself in the darkness. An anchor he could hold onto.

And then he found it. A flicker of magic that, in comparison to his overall strength, was little more than a grain of sand in a desert. But it meant everything to him.

Lyra's magic – the power that had been leached out of her when she came into contact with the Elements of Harmony was now a part of him.

It was all that was left of his friend. All that was left of the young unicorn who had trusted in him and was now nothing more than a broken, blackened body.

He latched onto it, focusing on the time they had shared together and, by extension, the goodness he had seen in ponykind. The many friends he had made through the centuries, and the lessons in humility he had learned by losing much of his Godlike power and being forced to live as a mortal.

All of this combined gave him the will he needed to overcome Discord's insistent calls for vengeance, at least for the time being.

The only question was what he could achieve with the almost unlimited power at his disposal.

He focused his mind's eye on Lyra, seeing not only her limp body but also the emptiness of her spirit.

Focusing hard, he began to heal the injury she had suffered. The blackness began to leave her and her coat regained its original bright hue. Her organs repaired themselves to the point where they were able to sustain her once more.

Digging deep into his magic reserves, he imbued her body with the spark of life. Almost imperceptibly at first, her heart started to beat, pumping blood through her veins.

But there was something wrong.

Her brain was not operating correctly – there was nothing left of her mind, no memories or personality traits, nothing of what made her Lyra. He could revive her body but he did not know how to restore her soul.

He retracted his energies from her, leaving her lifeless once more. A sense of helplessness momentarily gripped him. In his mind, he could sense Discord's influence trying harder to break through. He did not have much time.

But he could still do some good.

The Canterlot guard, frozen as crystal statues – that was nothing more than a simple transformation spell, which he could undo with a mere thought.

In his mind's eye, he could see their bodies regaining their natural form as he released them from their prison.

Satisfied that they were free and well, he turned his attention to Berry Punch. She was another victim of a similar spell, but one that was harder to reverse safely. He could sense that there was still life in her liquid form, yet the only sentience left in her was on an amoebic level.

With a thought, he undid Discord's spell, returning the purple earth pony back to her normal self. Reaching out with his magic, he took hold of what was left of her mind and started to work on returning what had been lost.

By following traces of her spirit, he managed to establish a link with the place where it had gone. A dark void beyond the mortal plane, where all life ended up eventually. Slowly, with great effort, he pulled her mind back from that vortex of death and implanted it back in her body.

With the experience he had gained from saving Berry, with the connection he had made with that place beyond death, he realised he could potentially bring back those who had been lost. He could save Lyra.

But he was afraid of getting it wrong. If he made a mistake along the way, what horrors could he unleash? He needed to practice.

In his mind he visualised Ponyville – the six ponies who bore the Elements of Harmony were still trapped in stone.

He found it alarmingly simple to set them free. He was gaining greater control over the power at his disposal and this fact frightened him. No single being could take responsibility of such energies without it corrupting them and his mind was fraying already, with Discord's influence battering hard against what mental defences he had left.

He was in danger of becoming lost in the thrill of omnipotence.

Such dark thoughts were pushed to the back of his mind as he found the pony he was looking for.

Carrot Top. Or rather, what remained of her.

Using the same skills he had employed to fix Lyra, he repaired the earth pony's body to the point where it could sustain life and then plunged his mind back into the void.

He found her soul by scanning for her memories, then ripped it from that plane to be transplanted back into her physical form.

A flash of energy imbued her with the spark of life, and she was restored.

Whooves scanned her, praying he had been successful.

On a physical level, she was fine, easily capable of surviving without his help. But her mind… her mind was utterly broken.

He did not know whether this was because of the fate she suffered at the hooves of Screwball or if he had made a mistake in the process of reviving her. He hoped to heaven it was the former reason.

But there was nopony else who he dared to try it with again. He was losing his sense of self – if he was going to return Lyra to life, he had to do it now.

He repeated what he had done before, diving once again into the void and finding the soul that bore her thoughts, her memories.

The power within him was starting to eat away at him, using up the last of his ability to regenerate. He could feel himself slipping away, losing himself to Discord's will.

With a focused surge of energy, he imbued his friend's body with her spirit and the spark of life.

He could not sense if he had been successful – his fear now was that Discord would take over before his body gave out. If that happened, all of his efforts would have been for naught and Equestria would be doomed once more. The chaos God would surely use his power to create a more durable form if given the chance.

There was only one option – the same process that had drained Celestia of her strength would have to be reversed.

He immediately thought of the Elements of Harmony – they had been created by Equestria's strongest magic users, who gave their lives to imbue them with incredible power. In this way, they had always had a close link with the dead world. The two princesses themselves had been reborn as alicorns through use of the dark arts.

He should have used the Elements in the first place – there would have been less chance of error while reviving the two spies if he had relied on their energy.

It was too late for regrets. He could only hope that he had done right.

Discord's voice was screaming at him now, determined to wrest control away from him.

He undid the curse on the Elements and reversed the flow of power, while simultaneously bringing Celestia's soul back from the dead world.

He gave her as much of his magical energies as he could, ensuring that when Discord took over she would be too weak to save herself.

His omnipotence faded, his mind collapsed in on itself and he was lost.

****

Her eyelids flickered.

Every part of her body ached, as if she had been beaten all over. She had a raging headache, so painful that it hurt even to open her eyes.

Lyra slowly lifted herself up onto her hooves, her legs trembling with the effort. She shivered, feeling unnaturally cold.

She was suddenly hit by a rising tide of nausea that she could do nothing to hold back. She fell to her knees, her stomach turned and she vomited. A black gunk issued forth, not unlike the material she had been standing in when she died.

The memory of it sent her reeling. She had died, she knew it. She could remember the sensation of falling and the blackness that followed, the void opening up to welcome her once more. Then there had been nothing. Not even darkness.

She stood up again, shaking uncontrollably, fighting the urge to scream. There was an emptiness in her, a dark empty pit where a vital part of her had once been but no longer existed. She felt incomplete.

"Lyra?" A familiar but bewildered voice called her name. It was a voice that went some way to ease her suffering.

The purple earth pony was standing near her, her expression a mixture of concern and confusion.

"Berry!" Lyra let out a noise that was somewhere between a scream and a squeal and jumped on her, knocking her to the ground.

The unicorn held her tight, nuzzling against her hard as she wept. Before Berry could say a word, Lyra kissed her hard and urgently, seeking warmth from her lips to overcome the coldness she felt deep inside.

They broke apart, with Berry's eyes wide open in surprise and both of them breathing heavily, before Lyra leaned in close to kiss her again.

"Hey. Hey, slow down," Berry whispered, holding her back with her hoof. "Lyra, I… can't believe I'm stopping you, but you really don't look well. You're shaking, you're so cold and… and your eyes."

The unicorn's eyes had a milky quality to them –they had a kind of glazed look, almost as if they weren't fully alive.

Lyra broke down in tears, the sick feeling inside her proving too much to bear. "I don't feel right," she said, her voice breaking.

"What happened here?" Berry asked, now truly worried. "All I remember was Discord attacking me and then it all went black."

"It was Whooves!" a voice called out. Noteworthy, who had managed to get back in his wheelchair, was rolling towards them.

"You should have seen it," he said, still stricken by awe. "Whooves absorbed Discord and then… it was as if the entire place turned itself inside out. Time itself seemed to slow down and there was this indescribable light emanating from Whooves, washing over everything. It felt like I was weightless, as though I wasn't connected to my own body. It felt like… it felt like the end of the world."

"Whooves? Where is he?" asked Lyra.

Noteworthy pointed towards the courtyard. A brown pony was lying motionless near the statues.

Lyra took a few faltering steps forward, then realised the others were following her. "Let me handle this," she said, holding up a hoof to stop them. "Don't crowd him. He's my friend – if anything's wrong, I can talk to him."

The two ponies allowed her to go ahead but followed a short distance behind her, unwilling to let her go to Whooves alone.

He was in a terrible state. His skin appeared thin and aged, to the point where his veins were visible in places. His eyes were closed and his breathing was shallow.

Lyra tentatively reached out a hoof and touched him on his back. His reaction was akin to receiving an electric shock.

His eyes opened wide and he jerked his head away as if to escape, but he was too badly wounded to even move his body, let alone run.

"Get away from me! Get away!" he cried, staring at her with a mixture of fear and hatred. "You've come to mock me, is that it? Come to glory in my final moments?"

Lyra pulled her hoof away, upset by the violence of his reaction. "Whooves? Whooves, it's me. Lyra."

"No. No, I killed you. You can't be…" The stallion was breathing heavily, clearly in distress. "I had it all. I had it all, how could he throw it away? I was the first and the last, I created your world. I can't die. I can't die."

There was a rushing of air, the sound of a large creature taking flight from the direction of the castle, and the three spies turned to see.

A stern-looking Princess Celestia set hoof on the ground behind them, still groggy from her recent revival but in much better health than Lyra. She was better able to withstand the physical and mental duress of returning from the dead, though she did not resemble the princess the ponies knew and loved.

Her coat was a dull grey, permanently discoloured from the extreme Discordation she had suffered, and her ethereal mane was a crystalline white rather than its usual rainbow hue.

"Princess!" Noteworthy was astonished and overjoyed to see her alive again and Berry quickly joined him to welcome her back.

Celestia paused a moment, taking the time to assess herself. Her mind was her own again – the kind and caring matriarch of Equestria was herself once more – but her connection with the Sun was still severed. The link she had shared with that celestial body for almost all her life was gone.

"It is good to see you all," she said, courteous but businesslike. "But where is Discord? Is Equestria still in danger?"

Noteworthy indicated towards the brown-coated alicorn lying on the ground. "Discord is… gone, I think. He had split himself into three bodies, three separate personalities – this one stood up to the others. Stopped them from destroying us all."

She frowned, disconcerted by her enemy's present form and state of poor health, then cautiously walked up to him.

Whooves snarled and hissed, trying to attack her despite being paralysed from the neck down. "You," he whispered, "This is all your fault. Not knowing your place. Standing against me. You see what you've done, princess? You…"

He broke into a coughing fit, shuddering as pain wracked his body. Flecks of blood burst from his mouth.

Lyra looked up at the princess, fighting down her tears and speaking past a heavy lump in her throat. "Princess, he's suffering. Please, help him."

Celestia's expression was sorrowful as she saw the grief etched into the young pony's face, yet she was coming to realise there was little she could do. Not only had she lost her connection to the Sun, but her healing ability also felt distant from her. The power was inside her somewhere, deep down, but in her resurrection it had become as like a forgotten skill. She believed she could re-learn it but it would take time, time that Whooves didn't have.

"He was my friend," Lyra said, "He betrayed us, he has a lot to answer for, but he doesn't deserve this. I can't bear to see him like this, princess, please."

Celestia raised a hoof defensively, not knowing what to say. Even if she had been capable of restoring Whooves, to do so would have required a level of forgiveness that would have tested even her.

But there was something else. Her healing ability was lost for now, but she could sense another power within her, a new talent that was unlike anything she had experienced before. Part of her was afraid of what it could be.

She tentatively reached out with her hoof and gently touched Whooves on his back. She quickly drew away when she saw the effect it had.

The doctor's brown coat slowly transformed to a dull shade of grey, the change rippling over his body like a wave. As the effect passed over his head, he became calmer, peaceful.

He looked up at his friend, smiled, and said, simply: "Lyra."

Celestia stared at him in a state of horror, frightened by her new ability. "What have you done to me?" she murmured, aghast.

He closed his eyes, weary from his injuries and aware that his time was coming. "I wasn't fully myself when I brought you back," he said, "My only thought was to make sure neither of us became too powerful. Carrying out a balancing act like that was difficult under the circumstances. I may have given you six of one and half a dozen of the other."

The princess looked at her discoloured hoof, unsure of exactly what she had become.

"Don't worry. You only have part of his power, none of his personality," said Whooves, "Think of it as a permanent reminder. You have a lesson to learn from this, princess, much as I did."

"Whooves?" Lyra knelt down in front of him, her sickness making it hard for her to stand for an extended period of time.

"Lyra, I'm sorry. For everything," he said, "I know that can't make up for what I did to you. To Celestia, or Twilight, or everypony else."

"You can't die," she said, "You have to get better. You have to. At least to give me a chance to beat the tar out of you."

She managed a small, sad smile and he chuckled. "Too dangerous. Too dangerous. Screwball's still locked away in my head somewhere, and I can't risk letting her out. Besides, I held the power of all creation for a few minutes there. It burned me up. There's no coming back from that."

Lyra sniffled and leaned in closer. "Remember when you said that no matter what happens, you would always be my friend?"she asked, "Despite everything you've done, despite it all, it's still true. Part of me wants to hate you for what you did, but I can't. Because you put it right. Because, deep down, you're good, no matter what Discord said about you."

She began to weep, her illness and the pain of losing a friend proving too much for her.

"There's still more to be done," he said, "The spell I cast to bring you back was imperfect. The Elements of Harmony have been restored – they can finish the job. You have to be treated straight away. You and everypony else I brought back."

Noteworthy's breath caught in his throat. Had the doctor revived Carrot Top as well? The thought of seeing her again brought tears to his eyes.

Whooves shuddered as the last of his strength began to leave him. "Lyra, take care of yourself. Keep your friends close and don't worry… don't worry too much about what your destiny is supposed to be. Because you… you are…"

His speech faltered as he became too weak to continue. Lyra silently walked over and nestled beside him, offering him comfort in his final minutes.

No matter what he had done, no matter what horrors he had unleashed on the world, it didn't matter now. She would have plenty of time to think over his actions in the years to come.

There would be times when she resented him, when the way he had betrayed her made it hard for her to trust others. There would be times when she missed him terribly, when things happened to her that she would have loved to have shared with him.

But the friendship he had shown her in the times before she learned his true nature, the companionship he had given her – that would stay with her for a lifetime.

And she would always remember that night, in the Canterlot castle courtyard under the starless sky, when the being that had created the modern world quietly passed away.

Epilogue

Two weeks had passed since the near-cataclysmic battle on the grounds of Canterlot castle and the scars still ran deep.

The area beside the courtyard was scorched and infertile, and it would be some time before the lush grass that once grew there could be planted again.

Not much had changed in the courtyard itself – the statues remained, the princesses undecided about what to do with their frozen enemies. And if Discord had been able to break free, there was a chance they could as well.

Celestia could not bring herself to impose a sentence of execution upon them, yet in her current state she would not be able to effectively protect Equestria if the worst happened. Potential disaster lay right outside Canterlot's back door.

But other matters were taking precedence tonight.

A ceremony was being held to recognise the efforts of everypony who had averted disaster. To thank everypony who had helped to stop the creature who once stood in the garden, whose empty plinth had since been removed.

The atmosphere was one of understated celebration – victory had come at a price this time and the effects of it were still being felt strongly.

Lyra walked through the pony-filled grand hall at a casual pace, feeling slightly lightheaded but otherwise recovered from her resurrection. The metal gloves on her hooves clanked as she moved forward.

Twilight and her friends had used the Elements of Harmony on her, as per Whooves' instructions, to finish the job that he had started. She had been incredibly ill upon coming back, a result of her soul not being properly connected with her body. Her mind had wandered somewhere between life and death until she was fully cured.

Much of the past two weeks had been spent in hospital, recovering. But the experience had strengthened her.

Death was no longer something to be afraid of, a reason to avoid making emotional links with others because of the fear they would be taken away.

It was a reason to better appreciate life, and the challenges and joys it could bring. Lyra had been holding back for too long, missed out on too much. She was determined to correct that.

She smiled and greeted other ponies as she passed them, new friends she had made in Ponyville. A short way off, Applejack and Rainbow Dash called out and raised a hoof in greeting.

She waved back – they had apologised for their behaviour in the aftermath of what happened to Twilight. Likewise, she had reconciled with the other residents of the town for lying to them about her true purpose for being there.

She heard another voice and looked left to see a purple unicorn trotting over to her.

Twilight had visited the former spy in hospital several times while she recuperated. Their friendship had been rekindled, any grievances over Lyra spying on her forgiven and forgotten.

"It's good to see you on your hooves again," Twilight said with a smile. "How are you feeling?"

"Much better. I'm almost back to my normal self. Doctors say I've made a full recovery, aside from, aside from the obvious," she said, indicating her horn.

Twilight nodded, then her expression changed, taking on a sadder edge. "And how are you holding up otherwise?"

Lyra didn't respond for a moment. "It's still pretty raw," she said, not looking the other pony in the eye. "I know you can never forgive him for what he did, but he was my closest friend. I only knew him for a short time really, but I confided in him so much and he was able to lift me up whenever I was down.

"I keep remembering little things he said, stuff we did together. There's not really a single spot in Ponyville that doesn't remind me of him in some way. I keep thinking of how kind and caring he was, and then I think of what he did and I get so mad that I…"

She broke off, stopping herself before she started crying again. She had been doing that a lot recently.

She sighed. "I keep wishing I could go back in time, you know? Back to a time when I only knew him as my friend Whooves, and not part of that… that monster. Somehow convince him not to trust Discord and find another way to stop him."

"If there was a way to do that, I would," said Twilight. She had also suffered because of Whooves – her ability to trust in others had been damaged because of him. The last time she had seen him, he had made her worst nightmare of being turned to stone with nopony to save her come true. He was the first pony she had ever seriously been attracted to and he had betrayed her in the worst possible way.

She continued: "I've researched time travel and although it is possible, it never has the desired effect. You can only go back for such a limited time that the thing you were trying to prevent is likely to end up happening anyway. Even if you manage to change the past, it simply creates a new timeline and your own future stays unchanged."

She realised Lyra was staring at her and decided now wasn't the best time to go off on a tangent into the theory of alternate universes. "I guess what I'm trying to say is… um… whatever will be, will be. The past is gone but should never be forgotten."

"He won't be forgotten," said Lyra. Once today's ceremony was over and she was back at full strength, she intended to hold a memorial service for him. She didn't know how many would show up but, to her, it didn't matter. No matter what sins he had committed, he had died a hero.

Perhaps the service would enable her to start to come to terms with her grief. Something that made the process even harder for her was the fact she had lost her magic – she was unable to play her lyre, which she had used to soothe herself in the past, and had to rely on the metal gloves Noteworthy had created to retain the tactility her telekinesis had given her.

But she had found a new source of comfort.

She noticed Berry Punch and the other spies standing together near the back of the room and decided to go over.

She looked at Twilight and nodded her head towards them. "Do you want to come join us?" she asked.

"Actually, I think I'm going to go find my brother," she replied, "I haven't seen him since he left Ponyville."

Lyra scratched her chin. "I saw him a minute ago with Valiant Shield. They're discussing how to beef up security while Celestia's out of commission."

Twilight tensed up involuntarily at the sound of the princess's name, then said goodbye and went to seek out Shining Armour.

The Canterlot government and royal guard were going through an incredibly busy time – Equestria was experiencing a change of leadership.

This wasn't because Celestia was no longer trusted, far from it – it was because she needed time to adjust to what had happened to her.

She had learned to control the abilities she had received from Whooves to the point where she could safely touch other ponies without any fear of Discording them. However, she was no longer capable of keeping the planet turning and the natural order running as it should. That task had now fallen to Luna.

It had taken a few days to return Luna from her banishment. Celestia's powers had been altered beyond her recognition and she had to re-learn even the most basic spells.

She had summoned outside help to restore her sister. An alicorn named Cadence heeded her call and, together with Shining Armour, cast the spell to bring Luna back home.

The princess of the Moon returned to find herself thrust into new responsibility. With Celestia unable to fully devote herself to ruling Equestria until her own problems were resolved, Luna was put in charge.

The dark-coated alicorn was slowly adjusting to her new position but was loving every moment of it. Until now, she had been treated with due reverence but had been living in Celestia's shadow.

Now she was more than just Celestia's sister. Now, she was being treated with proper respect. The ignominy of her time as Nightmare Moon was being washed away.

Berry Punch's eyes lit up as she saw Lyra approaching, and the two nuzzled against each other in an affectionate greeting.

Once the adrenalin rush of the fight to save Equestria had worn off, Lyra had asked for a little space so she could properly assess her feelings for the earth pony. She didn't want to rush into anything based on what might have just been the heat of the moment and, after all, if anything did happen between them then it would be her first relationship.

The days passed, with Berry visiting her in hospital but being very patient, avoiding any attempt to push her into making a decision. Eventually, Lyra couldn't fight it any longer.

They had started out as enemies, then become friends, and now they had truly fallen for each other.

With every day that went by, Lyra was becoming more comfortable with the idea of being part of a couple.

But they were not the only former spies who had paired up as a result of their last mission.

"I'm glad you're here," said Berry, "These two aren't providing much in the way of conversation."

Carrot Top, who was resting her head contently against Noteworthy's neck, opened her eyes. "I can't help it, Miss Punch. I'm sleepy. I've spent the last two weeks in hospital, much like your Lyra."

"Snrrk." Berry smirked. "I suppose the wine you've had tonight has nothing to do with it."

"Of course not. I am a lady," she replied, though her lopsided grin told a different story.

The yellow-coated mare looked at Lyra and Berry, snuggled close together, and smiled happily.

"We'll leave you two alone for a moment," she said, pulling herself up straight. She turned to Noteworthy – the stallion's back legs were still broken but he was no longer confined to a wheelchair.

With his cousin Blueblood's help, he had designed a device that covered his back half and his legs. It provided enough support to hold him upright and was capable of walking for him. It gave him a freedom that he feared he would never have again.

Of course, he was hoping this would only be a temporary measure. He believed that Celestia would regain mastery over her powers once again and be able to use her healing powers to restore him back to peak physical condition.

Lyra also hoped that one day the princess would be able to restore her magic.

Carrot Top gave Noteworthy a nudge. "Come along, darling," she said, and he followed obediently.

"She's got him whipped already," Berry said, once they were out of earshot.

"As far as I can tell, he's never been happier," replied Lyra, before reaching out and picking up a glass of champagne from a nearby table. It had taken her some practice to get used to the strength of the gloves she was wearing but she was now capable of handling delicate objects without any risk of breaking them.

Noteworthy had been a great help in teaching her, which was remarkable considering the strife he had been through. He and Carrot Top had earned their happy ending but for the longest while it seemed like it would be anything but.

When Valiant Shield found her body that day, he had told everypony that it was clear she hadn't suffered. In an effort to ease Noteworthy's pain, he told him she would have died quickly.

This was a lie.

After Whooves restored her body, using her genetic material to re-grow the parts of her that had been removed, she awoke – in the same half-alive haze that Lyra had been – in the midst of fluids and entrails that had once been inside her.

She began screaming and did not stop until Nurse Redheart was able to sedate her.

Her mind had been broken by the horrors Screwball inflicted on her and no amount of therapy would be able to fix her. She was put in a straitjacket to prevent her from harming herself and kept in a drugged state while the doctors debated what they should do.

It was Twilight who came to the rescue – during her research into ways to end her recurrent nightmares she had discovered a spell that could remove or restore memories.

After some careful practice, she applied the spell to Carrot Top. To the relief of everypony, it was a success.

Carrot Top now had a blank space in her mind that was forever locked away to her – her last memory before waking up after the casting was of saying goodbye to Noteworthy on that fateful day.

There were some side effects as a result of her trauma. For a couple of days afterwards she would have sudden attacks of grief – she would break down into tears and have no idea why – and would become panicked if anypony put their hoof close to her eyes. It was best that she did not understand the reason why.

Valiant Shield and some of the hardier guards took the time to clean her home but it was a wasted effort. Carrot Top was unable to step hoof inside.

A rising tide of anxiety would build within her as she came closer to the front door until it became akin to an almost primal fear. She could not live there any more.

The house was demolished after her belongings were removed, which seemed to bring an end to her episodes of distress, but this left her and Noteworthy without a proper home. His house lay in ruins, having been burnt down by Screwball.

Instead, they chose to stay in the worker's hut that he used down at Sweet Apple Acres. It was more than a little cosy and, with Noi living with them, did not afford the new couple much privacy – but they were happy.

They would be happier once a new home was built for them in Ponyville, one that had locks on the bedroom doors.

Noi was particularly overjoyed to be back with her sister – the danger had passed and, with Carrot Top leaving her role as a spy, she wouldn't have to worry about her going out on missions any more.

Another filly had returned with her to Ponyville, somepony who had become a firm friend.

Ruby Pinch was also at the Canterlot gathering and had been playing with other young guests. Berry was interrupted from her conversation with Lyra when the little filly tapped her on the side, with an upset expression on her face.

"Mom," she said, "Diamond Tiara's being mean to me. She's telling everypony that Lyra is a zombie."

The purple earth pony was about to answer but hesitated when she realised that it was technically true.

Lyra stepped forward and leaned down to Ruby Pinch. "That's only because she's a bully. You need to stand up to her," she said, "Here's something you can do: tell her that during my time as a spy, I discovered her most embarrassing secret."

"You did? What is it?" asked the filly.

Lyra smiled. "I don't really know if she has any secrets, but if you want to get your own back on her then you can pretend that you do. If you're clever about it, you may even get her to accidentally blurt something out."

Ruby Pinch put a hoof to her mouth, thinking it over, then let out a naughty giggle and bounded over to the other fillies.

Berry frowned at Lyra, amused but disapproving. "You're going to get in a hell of a lot of trouble for that one."

"Ah, I reckon it was worth it. After all I've been through, annoying the richest family in Ponyville will be like water off a duck's back," she said, "And I almost feel an obligation to teach my skills to the next generation."

Berry didn't respond – her attention had been caught by the arrival of another pony. The room fell quiet as Celestia entered without any ceremony.

Her coat was still grey in colour and her mane was a sparkling white, an after-effect of her severe Discordation.

"Please, continue as you were," she said to the crowd. "The presentation of medals will not be taking place for a few minutes yet."

As the ponies slowly resumed their respective conversations and the general hubbub returned, the princess looked at her former student and beckoned for her to come over to an unoccupied corner of the hall. "Twilight Sparkle, I want to speak with you."

The purple unicorn glanced at her brother nervously before walking up to the alicorn who had been her mentor. She was surprised when the princess kneeled on the ground before her, bowing her head.

"Twilight, I have only had time to communicate with you by letter since the… unpleasantness that occurred. I apologise for that," she said, "I also want to apologise for my behaviour and humbly beg for your forgiveness."

"Princess!" Twilight spluttered, totally taken aback. "You don't need to apologise. It was Discord's fault that you…"

"Regardless of that, it was I that caused you suffering. I should have noticed the change in me sooner but I was blinded by my own self-belief. I have ruled Equestria for many centuries, Twilight, and I have learned to trust in my own judgement. Perhaps too much.

"That is why my sister has taken the reins – I feel it is right for me to take a step back for a time, before joining her so we can rule together. Until then, there is something you need to know.

"Lyra told you that I was afraid of you, afraid of your power. To a certain extent, this was true."

Twilight gasped in shock but Celestia continued on swiftly, determined to make her point.

"You are an incredibly powerful unicorn, Twilight Sparkle, and you hold the potential to be as great as the magic users of old. As strong as Starswirl the Bearded. As strong, even, as the ones who created myself and Luna. I know your brother is more powerful than you at the moment but you have barely begun your studies, barely begun to understand what you are capable of.

"I saw this potential in you early on and that is why I wanted to keep a close eye on you. There has not been one like you for many centuries. But I think there is more to our relationship than mentor and pupil, Twilight.

"I want you to know that I count you as a friend. And despite the rare times you have made mistakes, as well as the times when you have doubted yourself, I want you to know that I have always – always – been proud of you."

The young unicorn rubbed at her eyes to hold back the tears that threatened to spill forth, overwhelmed by happiness and Celestia's forthrightness. She felt a sudden urge to hug the alicorn, though she knew it was not her place to do so.

"Does this… does this mean you want me to be your student again?" she asked.

Celestia paused. "There is something else I would like to ask of you," she said, piquing Twilight's curiosity.

"I have been greatly changed by my encounter with Discord and there is much about my new abilities that I do not understand. It is going to take some time for me to fully come to terms with them and learn how to use them, and I will require some assistance with my research. Twilight – would you be willing to help me?"

"I… I would be honoured to," she said, barely able to take in the full implications of this new mission. A thought suddenly hit her. "What about my friends? Will I, will I have to leave them?"

Celestia shook her head. "I know you have close ties to Ponyville and I am not asking you to abandon them. We will have to work something out. In the meantime…"

She stopped talking as a hush suddenly fell upon the room. Princess Luna descended the stairs with a couple of guards behind her, both holding a presentation case containing medals of honour for those who had saved Equestria from doom.

Celestia nudged Twilight. "We'll talk later. I have duties to attend to and you need to get a place in the front row."

The princess went to her sister's side as Twilight headed back into the crowd. The six who had been present at the final conflict between Whooves and Discord – Lyra, Berry, Noteworthy, Valiant Shield and the two guards – took a position in front of the assembled ponies, just off to the left of Luna.

Lyra looked out upon the smiling faces and felt a surge of pride, tempered by sadness that her friend was not here to see it. Secretly, she would be accepting this award in his name.

Tonight would help to give a sense of closure to the whole, sorry affair. After that, she would have her whole life ahead of her. Whatever it might bring.

Chapter 1

Twilight Sparkle slowly climbed the winding staircase, casting frequent nervous glances behind her to check whether she was being followed.

Canterlot was always busy no matter what time of day it was, but right now the only activity within the castle would be the royal guards on their nightly duties. It was 2am and the young unicorn had had one hell of a day, but this was the only moment when she had felt something approaching fear.

Actually, fear wasn't the correct word – anxiety was a better term. If she failed in her mission here, then she was certain that Princess Celestia would be disappointed with her. The alicorn had been her tutor and mentor for most of her life and the one thing she strived for was to make her proud.

But her chances of success were about to take a sudden turn for the worse.

There was a sudden, almighty crash and she spun round to see one of the shields that had been hanging on the wall bouncing down the stairs. She winced at the sound of every metallic clang as it hit each of the stone steps before reaching the bottom, rolling round before toppling onto its back.

Once the cacophony had ended, Twilight opened her eyes and raised her head, ears twitching to hear if anyone had been woken up. After a few tense seconds, she concluded that – by some miracle – nopony had.

She frowned at her three companions, wordlessly demanding the culprit to confess.

"T'weren't me this time," said Applejack, leaning drunkenly against Fluttershy, "Ah'm being a good girl."

Twilight glared up at Rainbow Dash, who was haphazardly flapping her wings in the stairwell in a desperate attempt to keep herself balanced.

"I don't see why they have to hang all this gear on the walls anyway," said Dash, steadfastly trying to absolve herself of responsibility, "Canterlot hasn't been attacked in what, like, 500 years? And if it did get attacked, why would you have the shields on the walls? Nopony's going to – whoops!"

The blue pegasus lurched to the left and her wing collided with the wall, knocking her out of the air and onto the stairs.

"Dash!" Twilight hissed, trying to keep her voice down, "Keep it quiet! Everypony's gone to bed and if you keep on like this you're going to wake them all up. I don't want to have to explain to the princess that my friends can't handle their drink. Have you got that?"

"Aw, come on Twi, lighten up," said Applejack, "We're flavour of tha month right now. Ah reckon we can get away with one nighta debauch – deba – fun."

The orange earth pony had a point. Earlier that day, the Elements of Harmony had vanquished the draconequus known as Discord. It was difficult to know exactly when they had done so because he had distorted the solar and lunar cycles to the point where Princess Celestia had had to reset the clocks, as it were, but their victory had been complete and the natural order had been restored.

Discord, the god of chaos – able to alter reality as he saw fit, for no other purpose than his own amusement. He had transformed Twilight and her companions into the polar opposites of their normal selves and the effect had almost broken their friendship. They overcame it, however, and used their combined power to turn their foe to stone. He now resided on a pedestal in Celestia's garden, his mind-altering powers safely under wraps.

But Twilight had learned, much to her chagrin, that copious amounts of alcohol were also capable of causing plenty of chaos.

"Dash, I'd prefer if you walked from now on," she said, turning back to make her way up the spiral staircase to the bedrooms that had been reserved for them. Several residents from her home town of Ponyville had been invited to the celebration that was staged to mark Discord's defeat.

"I'd rather fly," came the petulant reply, "All that whisky's gone to ma legs and I can't seem to get one hoof in front of the other."

"For pity's sake," sighed Twilight, "Fluttershy, could you take her under your wing? We've got to get to bed."

"Oh, please no," whimpered the yellow pegasus. She was having enough trouble supporting Applejack's weight – the earth pony was leaning heavily against her and she had to push back with all her strength to stop herself from being knocked over.

Dash took to the air and the foursome continued their fraught journey to the third floor of Canterlot Castle's guest quarters.

"How did you get this way anyway? You two can normally hold your drink," said Twilight, still on alert for any sign that they were disturbing other ponies.

"Ah was doin' just fine. Had me a few pintsa the royal cider. Ya know they put honey in it? Ah should try that at Sweet Apple Acres one day, ah'm sure we'd sell it by the bucketload," said Applejack, "So ah'm just hanging out in the cantina, then Dash here invites me to take part in a drinking contest."

"Applejack took a shot first!" Dash interjected.

"So we starts out on the whisky," she continued, ignoring the interruption, "Afore ya know it, we've got one bottle down and now we've gathered a crowd."

"Oh no," moaned Twilight, "Please tell me you didn't disgrace yourselves. We've already got a bad reputation after that mess at the Grand Galloping Gala."

"Disgrace, nothin'!" she replied proudly, standing up tall and putting more of a strain on the beleaguered Fluttershy, "They were chanting our names and everythin'! Egging us on, choosing sides – ah think ah even saw a few of the more hoity-toity ponies placin' bets. A'course, ah was the winner."

Dash managed to keep herself upright long enough to kick out with a front hoof and knock Applejack's hat over her eyes.

"You were not!" she cried, "We took an equal number of shots, then we ran outta whisky!"

The orange pony looked up at her, her hat still covering her face: "That's true and all – so that's why ah went round finishing off the dregs of t'other ponies' drinks. Ah drank more, so ah won. Suck it."

Twilight was pressing her hoof tightly against her head: "Classy, Applejack. Real classy. We're never gonna get invited back here again."

Her friend didn't reply. She was struggling to get her headgear straight again but was having trouble balancing on three legs. Fluttershy's body quivered as she tried to take the drunken pony's full weight, but it soon became too much for her and the pair of them collapsed in a heap on the stairs.

Twilight whimpered. She was doomed – doomed! There was no way she'd be able to get her friends to bed at this rate. The other ponies in the guest quarters would be woken up, Princess Celestia would be summoned and the four of them would be banished from Canterlot forever. If only there was some way she could get them up the stairs quicker…

That was it! She could use her magic! The purple unicorn was one of the most gifted magic users in Equestria and her abilities had grown greatly under the princess's tutelage.

All unicorns were capable of basic telekinesis and some were able to cast other spells. Twilight, however, seemed able to soak up new powers like a sponge – with enough studying and training, there appeared to be little that she wouldn't eventually be proficient at.

She thought quickly – a teleportation spell would be quicker but she didn't know the layout of the building well enough to be certain about where they'd end up. There was the awful possibility that they could materialise in somepony's bedroom.

No, telekinesis it would have to be. Her power was such that she was able to lift objects several times her weight. Most unicorns were limited to what they were physically able to lift without using magic.

Her horn glowed and her two drunken friends became surrounded by purple vapour, then began to levitate.

"Hey! What are you doing?" cried Rainbow Dash.

Twilight didn't answer. Instead, she indicated to Fluttershy to follow her then marched upstairs, easily carrying her companions to their destination. She placed them down gently on the carpet and started checking the doors, trying to find their bedrooms.

Fluttershy went over to Applejack, noticing that she was pressing herself down flat against the floor, gripping it tightly with her hooves as if she was frightened she would float away again.

"Are you okay?" she asked, kneeling down next to her.

"Ah – ah'm fine. Really," she said, trying to convince herself more than anypony else, "Least ah will be once Twilight stops making the room spin."

She gave a worryingly throaty cough, then smacked her lips and groaned pitifully. Her short flight had not done her any good.

Not that Rainbow Dash paid any attention to this. With a big smile plastered over her face, she trotted over to her suffering friend and swiped her hat.

"Hey! Give that back!" shouted Applejack, making Twilight wince. She thought she could hear some ponies stirring in the bedrooms nearby.

"You'll have to catch me first!" laughed Dash, putting the hat on and flying up and away at speed – completely forgetting she was inside.

Her head collided hard against the ceiling, causing her to drop like a stone. Fluttershy flew over to her fallen friend, who was now feeling quite sore and sorry for herself.
Applejack also lumbered over, but it wasn't Dash she was concerned about. She picked up her headgear and looked at it mournfully – it had been flattened by the impact.

"Twilight, look wut she did to mah hat," she said with a sorrowful pout, thrusting the evidence in her friend's face.

The unicorn sighed in frustration: "Will you guys please start acting your age? You've got to get to bed."

"But it's mah hat," she said, now seemingly on the verge of tears.

Twilight's horn flashed and the hat's crown popped back into shape. Applejack beamed and placed it back in its rightful spot, pushing it down over her ears so nopony could pinch it again so easily.

"I'm fine, by the way. Only a concussion," said Dash, rubbing her head.

"Good. Everypony's fine," said Twilight hastily, desperate for the night to end, "This room here's where you and Pinkie are staying."

She used her magic to pull the bedroom door open wide, then her heart sank as she saw inside. There was no sign of Pinkie Pie – in fact, neither of the two beds had been disturbed.

"Oh no," she said, her pulse quickening at the thought of Ponyville's resident party animal still being loose in the castle, "Where is she?"

Dash chuckled: "You missed a lot, didn't you? Pinkie's been knocking back enough toffee vodkas to sink an airship. There's no telling where she is or who she's with. Where have you been all night?"

Twilight breathed heavily, trying to control her heart rate. Just because Pinkie wasn't in her bed didn't mean she wasn't asleep somewhere. Besides, if she was still awake then she would be audible for miles around, especially with a large amount of alcohol inside her.

Dash was still waiting for an answer to her previous question, so Twilight relented: "I spent the night with Princess Celestia. We had a lot to talk about, especially given everything that's happened today. She went off to bed early though – a little strange for her, but I guess it's been stressful with Discord escaping and everything – so then I had a long chat with Luna. She's been learning how to speak in a modern dialect and she's been making good progress…"

"Luna? Shouldn't that be Princess Luna? That's awfully informal of ya, Twi," said Applejack.

That comment gave Twilight pause for thought. It was true – she felt much more relaxed around Luna than she did around her big sister. It felt like they had more in common, probably because they were both socially awkward.

Fluttershy spoke up: "I think it's time for everypony to get some sleep now, don't you? Perhaps the two of you should share this room. I don't think Pinkie'll mind."

As soon as she finished speaking, one of the doors at the end of the corridor burst open and an irate pony strolled out: "Will you loudmouths keep it down? Ponies are trying to sleep!"

Twilight grimaced: "I'm sorry, I'm sorry, I'm sorry! My friends had a little too much to drink and we're just…"

"Ah already told you, ah'm fine," said Applejack stubbornly, "The Apple family are renowned fuh being ableta hold their drink."

"Applejack, you can barely walk!" replied Twilight, instantly realising she'd regret what she'd just said.

Her friend snorted with derision, then decided to prove just how sober she was by walking down the corridor. She managed to keep going in a straight line for a few steps, but then staggered to the right. In a vain attempt to keep herself balanced, she overcompensated by leaning too far left.

She stumbled sideways and hit against one of the doors with her full weight, causing it to burst open. Slightly dazed, she looked up and realised she had caught a couple in the middle of a rather intimate moment.

"Ah'm sorry! T'was an accident!" she said, lowering her vision while hastily pulling the door closed, "Jus' carry on as you were. Ah didn't see nothin'."

Fluttershy, however, had seen everything. She was now sitting back on her haunches, eyes wide in shock, her face flushed as pink as her mane.

The commotion had roused many of the other ponies who had been trying to sleep and they were all coming out into the corridor to remonstrate with the culprits.

Twilight cringed, too mortified to even offer an apology. Her two drunken friends were now looking ashamed of themselves, but too late: the damage had been done.

We're in so much trouble, she thought, fighting the urge to roll into the foetal position and cast an invisibility spell. Things can't get any worse than this.

Of course, as soon as anypony tempts fate it feels the need to make good on the threat.

One of Celestia's guards had been alerted by the noise. He marched into the corridor, the expression on his face making it clear that he wasn't going to stand for any nonsense.

"What's happening here?" he demanded, taking in the scene at a glance and quickly noting the four most likely perpetrators.

Only Rainbow Dash was in any fit state to speak at that moment: "Nothing's happening! We were, ah, we were just going to bed and made a bit of noise, that's all. Sorry."

The guard flicked his head in response, indicating to the four friends to go to their rooms. Dash followed his order, flying swiftly through the open door. There was an almighty crash immediately afterwards, as she failed to stop in time.

Fluttershy, having recovered from her unexpected sex show, took Applejack under her wing and guided her to bed.

The earth pony began to look a little peaky again as she rested her head on her pillow, while Fluttershy pulled the blankets over her and tucked her in. There was no surprise in that, given the amount of cider and whisky she had drunk that night. It felt like the room was spinning, though not in full circles – it would make a half rotation before suddenly skipping and returning to its original point.

Fluttershy took one look at her and decided it would be prudent to leave the room's waste bin near her bed, just in case of any mid-night upsets.

She went to tuck in Rainbow Dash but the pegasus already seemed to be asleep. Flying wasn't the only thing she was fastest at.

Fluttershy pulled the door closed slowly, keeping an eye on Applejack at all times. She half-expected to hear a bout of thunderous vomiting at any moment, but nothing materialised.

The ponies whose sleep they had disturbed were still standing out in the corridor, shooting withering looks at the two remaining friends.

Fluttershy shot a nervous grin: "Um, does everypony here want me to tuck them in too?"

The gathered crowd weren't keen to take her up on her offer – instead, they returned to their rooms, grumbling to themselves. The guard, satisfied that the disturbance was over, left the corridor and returned to his duties.

Twilight glomped her friend with a hug, before whispering: "Thank you, thank you, thank you. I don't think I would have been able to handle them without you."

"Oh, it's no bother. I just hope I wasn't being too loud myself," she hesitated as a thought struck her, "Would it be alright if I slept in your room? I'm supposed to be in with Rarity but I wouldn't want to disturb her beauty sleep."

Twilight agreed readily – it was the least she could do. She truly was thankful that her friend had been there to help tonight. Fluttershy wasn't the bravest pony but she could be depended on to lend a hand in times of trouble – as long as there wasn't too much peril involved.

She allowed the yellow pegasus to go on in ahead of her, then suddenly realised there was still another pony in the corridor with her.

The mint-green unicorn had been standing in the doorway to her room, patiently waiting to speak to her. Now she trotted forward, a slight sadness apparent in her golden eyes.

"Heartstrings – sorry we woke you up," said Twilight, "The girls hit the drinks pretty hard."

"It's alright. I'd wanted to speak to you tonight anyway, but this is the first time I've seen you," she said, not fully looking her in the eye, "I just wanted to say goodbye. I won't be coming back to Ponyville tomorrow."

Twilight's eyes widened in surprise – Heartstrings hadn't given any indication until now that she was leaving.

They had known of each other since their late teens. Heartstrings had come to live near the castle grounds to be taught music by the royal orchestra's academy, much as Twilight had relocated to be close to her own tutor, the princess.

They had connected after discovering that they had both been bullied at magic kindergarten – Twilight for her nerdiness, Heartstrings for being a slow learner. Though Twilight was too heavily engrossed in her studies to allow herself any true friends, Heartstrings had been among a group of mares that she occasionally hung out with.

The mint-green unicorn had left Canterlot a few years ago after failing to reach the grade needed to join the orchestra. The pair met up again when she moved to Ponyville, shortly after the Elements of Harmony defeated Nightmare Moon. It was only then that they really got to know each other properly.

Heartstrings had always appeared to be the sort of unicorn who was happy with her own company, though she didn't shy away from getting involved in public events. She could often be heard practicing on her lyre, though she never performed.

"I'm sorry to hear that," said Twilight, "Where are you going to go? What are you going to do?"

"I'm going to stick around here for awhile, see my parents. After that, I'm going to go travelling, see a bit more of the world, you know," she said, "I just felt I should say something, seeing as we've known each other for so long."

Twilight smiled: "I'm just sorry we didn't get to know each other sooner. It's my fault – I used to be quite the unsociable pony. Why didn't you let everypony else know? We could have held a farewell party."

She shook her head: "I don't like long goodbyes. If there'd been a party I'd probably have got overemotional and spent the whole night crying, and that wouldn't have been fun for anypony."

"Probably for the best, then," giggled Twilight, "Aw, I'm going to miss seeing your face around Ponyville. Be sure to drop in on us once in a while, okay?"

"I'll try. Goodbye, Twilight," Heartstrings gave her a brief hug then trotted back to her room, closing the door behind her.

The purple unicorn smiled. She was glad to have had the chance to say farewell, even if they hadn't been the closest of friends.

What she didn't know was that Heartstrings had an ulterior motive in following her to Ponyville in the first place.

She went into her own bedroom and shut the door gently behind her. Fluttershy had already drifted off to sleep and was snoring delicately.

Twilight didn't blame her. It had been a long, hectic day. The fight against Discord had already taken a lot out of everypony and to have a party on top of that – well, it was no wonder she suddenly felt so exhausted.

As she prepared for bed, her thoughts drifted to the mischievous draconequus. He had been a different brand of villain to Nightmare Moon. She had wanted to drench Equestria in endless night, which would eventually have led to the planet's life withering and fading. Discord, meanwhile, simply wanted to have fun at the expense of everypony.

But what a fate to suffer – being turned to stone for all eternity. Granted, she couldn't see any other way they could have stopped him, but she had been turned to stone herself once and knew how painful it was.

Her memories had been fuzzy shortly after Fluttershy had saved her from the cockatrice's enchantment but they soon came back. She infrequently had nightmares about it – the sensation of her entire body crystallising, hardening, being placed in suspended animation until somepony came to free her.

In the last such nightmare she had, just a month ago, nopony ever did.

Discord wouldn't feel anything, she was sure of it. From her own experience, she knew that once you had been turned to stone it was like being asleep.

No, that wasn't quite right. In the hours she had spent frozen, she hadn't had any dreams or unconscious thoughts, nothing. It was more like being dead.

She shuddered. She needed to go to sleep, not overthink things and keep herself up all night.

But as she settled down to sleep, a buried memory flashed back into her head. Something that Discord had said to Celestia after he had first revealed himself to them.

"It's quite lonely being encased in stone but you wouldn't know that, would you? Because I don't turn ponies into stone!"

Twilight's eyes widened at the horror implied in those words. No. There was no chance. The kindhearted, caring alicorn who acted as her mentor would never put anypony through such torment.

But then again, her garden was filled with statues. Statues of ponies. Life-sized statues of ponies.

What if Discord hadn't just been a special case? What if that truly was the fate that awaited anypony who wronged Celestia?

Twilight grimaced. No. No, this was another cruel trick by Discord, finding a way to get into her head even after he had been defeated. There was no reason to believe the trickster God had been telling the truth. Celestia hadn't even reacted when he said it, not a flinch, not a flicker of recognition.

But there was another terrible possibility inherent in what he'd said – he was lonely. Did that mean he had been conscious the entire time he'd been imprisoned?

Stop this, she ordered herself. You're being a silly pony. The Celestia that Discord had described was nothing like the alicorn she knew. She rested her head on her pillow and forced such thoughts to back of her mind, back to the deepest, darkest recesses of her imagination.

Which is where they stayed.

Chapter 2

The unicorn known as Heartstrings woke late the next morning.

She rested in bed for a while, keeping herself tucked in up to her neck and enjoying the warmth. She could hear the other ponies in the corridor outside her door, leaving their rooms to catch the airships back to Ponyville.

As she had already said all her goodbyes, she didn't much feel like going out there to go through them all again. The first time had been difficult enough.

Today was the first day of the rest of her life. She had lived in Ponyville for the past year on a surveillance mission, under the direct orders of Princess Celestia. With the defeat of Discord, her mission was over and she could finally resume her original identity.

She had been born in the city of Canterlot, which was separate to the castle itself, to overly pushy parents. They had always driven her to be the best she could be and took pride in her achievements, but she had always had the feeling that she was battling for their approval and never fully gaining it.

That all changed when she hit her late teens and discovered her talent for observation surpassed her ability in music. It had been a chance occurrence – she had simply been in the right place at the right time.

Somepony had stolen a priceless piece of jewellery from one of the upper class citizens of Canterlot. The guards' investigation had proved fruitless but she had a hobby of ponywatching – she noticed somepony acting unusually, not following their normal routine, and her evidence had led to the culprit being uncovered.

From there, things quickly escalated. Princess Celestia employed a small number of spies who were hoof-picked to keep an eye on matters that could turn problematic or posed a risk to the harmony of Equestria. Matters that required a subtle touch and could not be handled by the royal guard.

After training with the royal guard and proving her ability, she was chosen to become one of Celestia's spies and took on a new identity. Some of her missions were going to be dangerous and she was likely to make enemies, and she didn't want to put her parents at risk by association.

So she abandoned the name she had been given at birth. The unicorn known as Lyra was re-christened Heartstrings, and so she had stayed for several years.

Her last mission was now complete and any danger had passed. Lyra was free to resume her past life once more.

This mission was one she had followed for her entire time under Celestia's employment – there had been other quests that she had to complete, taking down treacherous ponies and making excursions into the Everfree Forest, but this had been her main task.

Lyra had been ordered to keep tabs on the princess's protégé, Twilight Sparkle.

The guest quarters were quiet now. It appeared that everypony had left to head home for Ponyville.

Time to get up. Lyra reluctantly left the warmth of her sheets then used her magic to make the bed. After freshening up in the en-suite, she left her room, trotted down the stairs and went outside.

The sun shone brightly in the cloudless sky, warming everything its rays touched. Lyra smiled, then went for a stroll in the castle grounds. Her appointment with Celestia was not due for a couple more hours.

The princess had grave concerns about the young Twilight when she first discovered her. The filly had been taking an entrance exam for the princess's school for gifted unicorns when the extent of her power had exhibited itself.

After being startled by a wayward sonic rainboom, Twilight had completely lost control of her magic.

A newborn dragon was turned into a fully grown adult in seconds, ponies were transformed into plantlife and Twilight herself had almost been consumed by her own magical energy. If the princess had not intervened so quickly, there was no telling what could have happened.

Celestia had chosen to take the young unicorn under her wing, keeping her close to make sure such a situation never happened again. The newborn dragon that Twilight had hatched became her close companion and, later, Celestia's best way of staying in close contact with her. The princess could not keep an eye on her all the time, as she had her royal duties to attend to and Twilight had a have a life of her own.

As back-up, Lyra had been assigned to watch over the powerful unicorn from a distance. She had been a background presence during the final few years of Twilight's life in Canterlot and had followed her after she relocated to Ponyville.

Twilight had proven herself to be a perfectly capable leader of the Elements of Harmony. Any fears there had been about her previous asocial nature and potential instability had been washed away.

Her behaviour during the battle with Discord had been the final proof. While everypony had been lost in the chaos he wrought, she had managed to get her head straight and freed her friends from his influence so they could defeat him together.

Lyra's surveillance was no longer needed and she was free to live her own life at last.

She walked past Celestia's garden and climbed a small hillock, giving herself a grand view of the land far below the mountain that Canterlot had been built on. From here, the buildings of Ponyville were tiny. If she held her hoof in the right spot, she could block them out completely.

Ponyville was framed by the mountains on either side. To the left of the town, hidden by the cliffs, was the Everfree Forest, whose lush trees disguised the dangers within.

Beautiful. She could happily stay here until it was time to speak to the princess.

She was startled by a voice: "I had a feeling I'd find you here. I knew you wouldn't be able to resist one last goodbye to Ponyville."

Lyra turned to face him: a colt with a light brown coat and a spiky, dark mane, an hourglass cutiemark on his flank.

"It's quite a sight, isn't it?" he continued, "The town looks so small from up here you could place it in your pocket. That is, you could if you ever wore pants."

"Doctor," she said, her happiness at seeing him tempered by the fact this meant she'd have to say farewell again. He'd been the first pony to welcome her to the town, even before Pinkie Pie. They'd been close ever since – she looked upon him as a sarcastic older brother.

"What are you doing here?" she asked, "You'll have missed the last airship back home."

"Oh, there are other ways to fly," he said, "Besides, I couldn't leave my favourite unicorn all on her lonesome, now could I, dear Heartstrings?"

Lyra smiled sweetly and sat down on the grass, resting her legs. Dr Whooves took a spot beside her.

She giggled: "It was quite the party last night, wasn't it? I'll bet the ponies of Canterlot are glad to see the back of us."

"There's no party like a Ponyville party," agreed Whooves, "Sometimes I think the only reason Celestia invites Twilight and her friends here is because she enjoys the chaos they cause."

"It certainly gives the upper classes something to talk about. Did you see what Pinkie Pie did with the chocolate fountain?"

"A perfect recipe for disaster. I don't know how she engineered it to fire all over the ceiling. That's a good 20 feet high," he said.

Lyra chuckled: "My life's going to be a lot quieter from now on."

The pair chatted a while longer, regaling each other with tales from last night's party. Eventually their chatter died down and they just sat still, looking out on the town that she no longer called home. Her appointment with Celestia was drawing near.

"I'm going to miss all this, you know," she said.

"Then you should stay," said Whooves, looking her in the eyes, "Take it from somepony who's moved around a lot – it's difficult having to always start again. You should keep your friends close, because who knows what the future holds?"

Lyra hesitated. Whooves wasn't keen on speaking about his past but she knew he had been around. He had much more life experience than her.

But this was her life and it was her decision to start again.

Whooves sighed, realising he wouldn't be able to sway her: "What are you going to do?"

"Travel. I have a few friends dotted around Equestria that I haven't seen for a while," she said. Former friends whom she had worked with before but had now left to lead their own lives.

"Well, I hope to see you in Ponyville again in the future. Sooner rather than later," he grinned.

She smiled back but felt a pang of sadness inside. In her heart, she didn't think she'd ever return.

Her time working for Celestia had provided a lot of memories, many of them happy but some that she'd rather forget. She wanted to make a clean break. Ponyville would always be special to her but after today, she would probably never see it again.

****

"You're sending me back?!" she cried.

Her voice echoed throughout the inner chamber of Canterlot castle, drawing glances from the guards. Celestia looked down from her throne, regarding her subject with compassion.

The princess had ruled Equestria for hundreds of years with a firm but fair hoof. The life-giving power of the Sun was hers to command and her subjects had lived in peace for almost the entirety of her reign. If she gave an order, it was followed without question – everypony trusted her wisdom.

"Needs must, I'm afraid. I still have need of your services. You must realise that I wouldn't ask this of you if it wasn't of the utmost importance," she said gravely.

Lyra tried to compose herself quickly, swallowing her emotions and blinking to stop her eyes from watering.

"I am at your command," she said, bowing her head.

"Thank you," Celestia said gracefully, "This is a particularly difficult matter, so I shall get straight to business. I trust you are aware of the pony called Golden Harvest."

She nodded. Golden Harvest had a large allotment in Ponyville and had a profitable business growing vegetables. She was a common sight in the market square, selling her produce from a stall. She had a friendly rivalry with Applejack – if the two were selling their goods at the same time, the area could get incredibly noisy as they tried to outshout each other in the battle for customers.

Celestia furrowed her brow and looked Lyra dead in the eye: "She, too, is a spy. Her name is Carrot Top - I sent her to Ponyville some time ago to watch over activity in the Everfree Forest, to ensure its inhabitants did not come to threaten my subjects."

Lyra gasped. Of course she knew there were other spies in Equestria, but she would never have suspected somepony that had such a high public profile in town.

"Unfortunately, all my most recent attempts at communication with her have been ignored and this has given me some cause for concern. It is my belief, Lyra," she paused for dramatic effect, "That Golden Harvest has gone rogue!"

"How can I help?" Lyra asked, slightly bewildered that not only was the friendly neighbourhood vegetable seller a spy, but potentially a traitor as well.

"I need you to gather evidence. As of yet, I have no proof that she is working against me so it is not possible to send the royal guards to make an arrest. If I were to do that she would simply deny everything – and she may not be working alone. There are rumours that she has contacts among the denizens of the Everfree Forest."

Lyra bowed her head: "I shall return to Ponyville post-haste, your majesty. Although I will have some questions to answer, seeing as I spent most of last night saying goodbye to everypony."

Celestia held her hoof to her mouth, her skin creasing round the edges of her eyes. If Lyra hadn't known better, she could have sworn the princess had just stifled a giggle.

"I'm sure they will be pleased to see you again," she smiled, "Now go and speak to the captain of the guard. He can give you more details on your mission and he has arranged your flight back to Ponyville."

The mint green-coated unicorn bowed again, then left the royal chambers.

****

She returned to Ponyville later that afternoon. The town square had been less busy than normal but she had still hurried to get to her old house, hoping to avoid anypony she knew for the time being.

She looked over her humble abode as she placed her suitcase on the floor. She rented this place alone, using funds allotted to her from the royal accounts. By her reckoning, it was a little too big for just one pony to live in and its furnishings were rather sparse.

Right now it felt emptier than ever. She had packed away all she needed into her case – everything else she had given away. Luckily she had left the furniture and other essentials, with the intention they be used by the house's next owner.

Even her lyre was no longer here – she had handed it to the mail service so it could be sent on to Canterlot for her to pick up later.

She had already been in discussions with Celestia about her mission coming to an end but the defeat of Discord had brought her plans forward far quicker than she originally intended.

She wondered why she had been so ready to move on. It was a similar situation to when she left her parents' home to become a spy. She felt unable to really settle anywhere. Looking back over her life, she couldn't think of a time when she felt truly satisfied.

This was no good. Staying in this empty house was just getting her down. She had a mission to complete and now was the perfect time to get started.

Leaving her suitcase unopened, she trotted out the front door. She knew exactly where she was headed. There was a bench near the outskirts of town where she would often sit and watch the world go by. It was surprising just how much you could discover about town life from taking the time to stop and pay attention once in a while. She had learned much about her fellow ponies' daily routines simply by carrying out surveillance in plain sight.

She soon reached it and took up her usual sitting position, tucking her front hooves underneath her chest.

When she had first started using this bench, she had made proper use of the back rest, using her forelegs to support herself while her hind legs swung freely over the edge. This method of sitting had attracted a lot of puzzled looks, however, and Lyra decided it was probably better not to draw attention to herself.

It still confused her: why call it a back rest if it's considered weird to rest your back against it?

Her position gave her a good view of Carrot Top's home. The earth pony was still outside working, diligently tending to her crops. Lyra pondered: what did she know about her so far, aside from her profession?

She lived with her younger sister, a filly called Noi who had not earned her cutiemark yet. The family resemblance was unmistakeable – both had yellow coats and orange manes, though Carrot Top's mane was much darker.

The fact that a filly was involved would make this even more difficult. Perhaps she was even using Noi as cover.

Carrot Top had a curly, styled mane and she took pride in her appearance, despite the physical nature of her work. She would make occasional trips to the spa to pamper herself and wasn't afraid to change her style once in a while, though this caused some friction with Rarity on the occasion she dyed it an "unfashionable green".

For the most part she was an easygoing sort but, if anypony crossed her, her temper could flare quickly.

In all, the perfect choice to be a spy: somepony who was heavily involved in town life but could easily hide herself in a crowd.

But what was she planning and what was her motivation? From what Lyra had observed of her, there was nothing to suggest something untoward was going on. At least, not yet.

She turned at the sound of somepony calling her name. It was Twilight, trotting over with a puzzled but happy expression on her face. Lyra had some explaining to do.

"Heartstrings! Have you decided to stay?" said Twilight, "I know I said I'd like you to drop by someday but I didn't expect it'd be so soon."

"Oh, uh, something came up," she said, "I mean, I couldn't go through with it. I decided I'd miss you guys too much."

The purple unicorn smiled: "Aw, I know what you mean. I couldn't bear to leave my friends behind either. So, what're you up to?"

"Nothing much," she replied, keeping one eye on Carrot Top, "Just watching the world go by."

Twilight noticed her friend's gaze and saw what she was looking at: the yellow-coated earth pony had finished her work for the day and was heading inside.

She frowned: "Hm, you seem awfully interested in that one pony over there."

"No, no. She just caught my eye, that's all," replied Lyra, keeping her voice breezy.

Twilight looked pensive for a moment, then she spoke slowly and deliberately: "Alright, I know what's really going on here. There's no point in you trying to hide it any longer."

Lyra's expression didn't flicker, though a prickle of concern shot through her. She knew Twilight was powerful and intelligent – had she finally figured out that she wasn't quite who she said she was?

The unicorn gave a closed-eyes grin: "You're attracted to her, aren't you? Somepony's finally plucked Heartstring's heartstrings!"

Of all the answers she had been preparing herself for, this had not been one of them. She was too shocked to answer for a few moments, then spluttered out the words: "Twilight, I'm not gay."

"Wait, what? Are you sure? What am I saying, of course you must be sure but…" she stopped herself, then said: "I'm sorry. I always just assumed… you never pay any attention to the colts in town so I thought that meant you weren't interested in them. So if you weren't interested in them, then logically you must…"

Lyra held up her hoof to silence her: "I'm not interested in anypony. Someponies are just built that way."

Twilight frowned again, mulling over what her friend had just said to her. After a few seconds, she smiled conspiratorially and gave a sly wink.

"I get ya. You don't know the lay of the land just yet so you're taking a 'wait-and-see' approach. It's ok, I won't say anything. Just remember, if you ever need anypony to introduce you to her, Pinkie Pie owes me a favour – she knows everypony in town, so she'd be perfect at setting you two up. Think about it, ok? I'll speak to you at the party tonight."

Lyra was about to correct her but then realised what she had just said: "Wait, party? What party?"

Twilight blinked: "I guess you must have only just come back, or else you would have heard about it. The mayor's organised a celebration of her own to thank my friends for returning Ponyville to normal. I know two parties on two nights running is a bit much, but it is a special occasion. You'll come, won't you? After all, a certain other pony is sure to be there…"

Lyra paused for a moment, then answered in the affirmative. With that, Twilight trotted away, happy in the knowledge that she could be helping to arrange a new romance tonight.

Lyra was a little nonplussed by her friend's assumptions about her sexuality. How many others had come to the same conclusion? She had always tried to keep her inner life private – had she unintentionally made herself a target for gossip?

No matter. She could easily turn this to her advantage. She needed to find out what Carrot Top was up to, after all. Tonight's party could prove very useful.

As she remained sitting on her bench, she was totally unaware that she was being closely watched by someone else. Someone who knew her secret identity and the mission she had been given by Princess Celestia.

Someone who, in a few days' time, would want Lyra dead.

Chapter 12

"Are you sure you're up to this, Noteworthy? You've only been in hospital for two days, after all," said Carrot Top.

The blue-coated stallion didn't respond straight away but the determination on his face was enough to make his intentions clear.

"Thank you for your concern," he said, "But you need my help if we're going to find out who did this to me."

She was still uncertain. It was true that her conversation with Zecora yesterday hadn't done much to move their investigation on – the zebra had told her that none of her species were capable of the magic used in the attack of Noteworthy. Their skills were based entirely on potions and remedies.

They had been told about Celestia's treatment of Twilight last night and this had also given them cause for concern. For the first time, they found themselves beginning to question the princess's behaviour.

Nurse Redheart brought in a wheelchair, with Dr Whooves following her into the room. She parked it up next to Noteworthy's bed.

"Can you pass them over?" the blue earth pony asked Carrot Top. She picked up the metal hands he had invented and gave them to him.

There was a click as he inserted one of his front hooves into the glove's opening, with internal clasps automatically wrapping themselves tightly and securely around his leg.

"Are you sure you want to leave already?" asked Dr Whooves, "There's no demand for beds and you should be taking things easy."

Noteworthy looked at him. "Your surgeons have operated on me as much as they can, have they not? There's little else that can be done for me now, apart from waiting to see how well I heal up over time."

"That's true," he said, "But I'm not exactly comfortable with you leaving us so early."

"I have contacts in Canterlot whom I wish to speak to. We need to find out who dropped that piano on me in order to keep everypony in Ponyville safe. Anything I can do to speed up the royal guards' investigation should be welcomed, no?"

Whooves conceded his point. Noteworthy put on the other hand, then – with a little help from Redheart – used his enhanced grip to pull himself out of bed and into the wheelchair. She strapped him in, securing his body so there was no risk of him falling out. He grabbed the wheels and rolled himself forward a few yards, testing his capabilities.

"Well, they work. I'm impressed. Earth ponies normally need some help to operate a wheelchair," said Whooves.

"He's going to get help, whether he wants it or not," said Carrot Top, "I'm not leaving him to fend for himself."

Noteworthy smiled in gratitude. "Thank you for everything, doctor. If it wasn't for you and your team, then I…"

Whooves waved dismissively. "Just doing my job. And don't think too hard about what might have been – focus on what you've got now and don't forget to take it easy."

With that, the two earth ponies bid him farewell and left the hospital, heading for Noteworthy's home.

"Thank you so much for all your help, Carrot Top," he said, "You've shown me nothing but kindness."

"You are more than welcome. But please, call me Golden Harvest. I prefer it."

He frowned, pausing a while before continuing to roll the wheels. "You prefer your spy name? Why?"

"Carrot Top is the name my parents gave me but I've always disliked it. It's too common for a mare from a Canterlot background – the foals in my class used to bully me over it. When I came to Ponyville I saw it as a chance to put that right. Golden Harvest has a much more majestic sound to it, don't you agree?"

"Perhaps, but it's not as unique as Carrot Top. I've never met a mare with that name, whereas you could easily find another Golden Harvest if you wandered through Canterlot for long enough," he said, "I like Carrot Top. It describes you well – it matches both your profession and your mane. You shouldn't let childhood bullies get to you."

She quietly pondered what he'd said. She wasn't going to drop her adopted name on a whim but his words had given her food for thought.

"That's very nice of you to say so," she said warmly, "I don't think anypony's ever complimented me on my name before."

The pair of them moved on in happy silence until they reached Noteworthy's front door. The stallion hesitated, facing a quandary.

There was something he needed to do inside – it was the reason why he had sought to get out of the hospital so quickly.

But he wasn't willing to let Carrot Top find out what it was. The pair of them had been getting on very well since his injury and he was convinced that romance could be on the cards. If it did happen, it wouldn't be like any relationship he had had before. She wasn't just some pretty pony he had picked up at a bar – this was somepony he was genuinely beginning to care about.

He couldn't do anything to jeopardise what he had here. If she discovered what he had been up to, her high opinion of him would be shattered. He couldn't let her inside.

"Thank you for the escort, but that short journey's tired me out. I think I'll take a quick rest before we get to business," he said.

"I told you it was too early for you to be up and about. Oh well, what's done is done. I can start writing letters to your contacts while you recuperate."

Noteworthy struggled to come up with an excuse without appearing to be rude.

"I, I hope you don't mind but I think I'd prefer to be alone. That hospital was so crowded with ponies that I barely had space to think. A couple of hours by myself would do me the world of good. To aid my recovery, you understand."

Carrot Top couldn't hide her disappointment. "You don't want me to come inside?"

"I'll come round and speak to you later. Once I'm feeling one hundred per cent."

She pawed the ground with her front hoof, looking down sadly. "But it's so lonely in my house at the moment, what with Noi being in Manehattan. I could really use the company."

Noteworthy felt a pang of regret. What he was doing couldn't be construed as anything other than a rejection, but there was no other way. If he let her in on his secret, she'd probably end up hating him.

"I'll come around later, okay?" he said. There was a moment of nervous hesitation on his part, then he leaned forward and nuzzled against her in a show of affection. It was an awkward gesture due to his restricted position, but it was all she needed.

"Make it sooner rather than later," Carrot Top said, "Very well. I'll check on how Lyra and Berry Punch are getting on with their investigation. Take care."

She took a step back, smiled, then walked away. Noteworthy watched her go, before heading inside his home and bolting the door behind him.

His wheelchair was going to make this difficult, but not impossible. He looked around for a suitable implement and settled upon the hooked pole that he used to open his skylight.

Picking it up, he rolled over to the rug and pulled it up to reveal a metal ring attached to the wooden floor. He hooked it with the pole and lifted it, opening a hidden door.

The rug curved over on itself – Noteworthy had glued it in place so he could pull the door shut after himself by using a chain on its underside, and the floor decoration would fall back into place.

He paused at the opening, looking down into his basement. Thankfully he had chosen to build a slope, rather than steps, for access to his laboratory.

That didn't mean this was going to be easy. He inched forward slowly, making abundant use of the brake as he went over the edge.

Soon he was on the slope itself and, with his brakes fully on, was in no danger of slipping. He flicked on the basement lights and shut the door behind him.

It was time to get to work.

****

Every step that Twilight took was difficult but she pushed on, each one taking her closer to her ultimate fate. She had walked these corridors in Canterlot castle many times before and she was mentally ticking off familiar sights as she went, an ever-decreasing number of milestones that would end in Princess Celestia's throne room.

Rarity had done her best to make her look as presentable as possible but it had been no easy task. Twilight had not had a wink of sleep last night and was suffering for it.

The tracks of her tears had been washed away by her morning shower and her mane had been carefully brushed so there was not a single hair out of place. Careful use of make-up went some way to disguise the bags under her eyes.

There was little that could be done to hide how tired Twilight was. The only thing greater than her fatigue was the sick feeling in her stomach, which reached as far as her throat and was making it difficult to swallow.

She passed by a painting of Celestia and looked ahead to see the two guards posted outside the throne room. This was it.

Her voice was so quiet that the two stallions could barely hear it, but they had been told to expect her. They let her past.

The room was vast, as high as it was wide. Ornate columns lined the walls, which were covered with stained glass windows that depicted past events of Equestrian history. A lush red carpet lined the route to the golden throne, where Princess Celestia waited for her student.

As Twilight came closer, she noticed that the princess seemed a little tired herself. There was a slight darkness under her eyes, perhaps indicating that she also had a poor night's sleep. This sparked the tiniest flicker of hope, which the purple unicorn clung onto with all her will.

Celestia rose from her throne and slowly, majestically walked down the steps to meet Twilight. The unicorn bowed in greeting, lowering herself to the ground in submission. There was silence.

"How long have you been my student, Twilight Sparkle?" asked Celestia rhetorically. She let the question hang in the air for a moment before continuing. "In the time you have spent under my tutelage, I have taught you the intricacies of magic, the methods of science and the lessons of history.

"You too have taught yourself many things – your appetite for reading and knowledge is unlike many unicorns of your age. Many scholars start out thinking they know it all and do not realise their mistake until they reach maturity, even old age.

"But your studies have come at great cost. Your social skills are lacking, Twilight Sparkle, and your dependence on my approval is an unpleasant facet of your character. Although your time in Ponyville has done much to integrate you into the real world, as opposed to the fantasy land your books allowed you to hide in, you still have a lot of growing up to do.

"If you are to truly make it in this world and realise your full potential, you are going to have to stand up on your own four hooves and learn to depend on yourself. To this end, Twilight, I am cutting you loose."

She drew herself up to her full height and looked the young librarian in the eye. "From this point on, you are no longer my student."

Twilight took a sharp intake of breath, the sound of her gasp crackling as air rushed past the saliva in her throat. Her eyes became wet, as her tiredness made it harder for her to hide her emotions.

"Princess, I," she began, her voice stumbling. "Princess, I'm sorry! I can do better! Please, just give me another chance."

Celestia snorted in annoyance. "Have you not listened to a word I said? Your ties to me are holding you back, Twilight. Believe me, this is for the best."

She smiled slyly. "But rest assured, though you are no longer my student, I have grander things in mind for you."

Her ex-pupil remained quiet, bracing herself for what she feared would be an unpleasant assignment.

"My sister also made an error of judgement recently," said Celestia, "On a mission of peace to the Griffin Kingdom, she conceded to give them reparations for what happened during Discord's escape. I have tasked her and your brother with going back and reasserting our authority. I believe you would benefit greatly if you went along with them."

"To the Griffin Kingdom?" Twilight said, "But isn't that place dangerous?"

Celestia raised her voice, not in anger but just enough to assert her authority. "You will be with my sister and a small contingent of guards. You will be safe. This shall be a perfect test of your character, not to mention a chance for you to see life outside Equestria and learn about diplomacy."

Twilight squirmed, trying her utmost to contain her discomfort. She held her tongue for fear of upsetting the princess further, her protests dying on her lips and coming out as nothing more than a pained squeak.

"You will also get to see your brother again. I know your separate duties have made it difficult for you to talk to each other for some time," said the princess, "Do you accept your mission?"

"Y-yes. I accept," she said, lacking the strength to argue.

"Good, then. My sister and your brother are already fully prepared and will be leaving within the hour. You have a short time to get ready."

"Leave now?" she said, aghast. "But what about my friends? I can't just go without telling them. I can't go without… without saying goodbye."

The shock of her sudden upheaval hit her hard and she began to sniffle, despite her best efforts to control herself. Celestia sighed.

"Ponyville is not far from here by chariot. You will have a brief opportunity to make your farewells on the way, before resuming your journey."

The princess adopted a more informal disposition. "Now, Twilight, I must ask you to take your leave. I have other matters to attend to. Worry not – you will see, in time, that this was done with your best interests at heart."

The unicorn bowed her head sadly, then turned to leave the chamber. It took some effort for her to maintain a walking pace – she wanted to run, to get as far away from the princess as possible.

She had up to an hour before she would be forced to leave on the flight to the Griffin Kingdom. A lot of time to kill for somepony who had no idea what to do with herself.
She didn't want to speak to anypony but she also couldn't bear to be alone. What she wanted most right now was to be with her friends.

No, scratch that. What she wanted most right now was to curl up into a little ball and disappear.

She couldn't stay in the castle. Too much going on, too many busy ponies.

Instead, she headed out into Celestia's garden. It was peaceful there. She would have time to think.

Her hooves rustled the lush, green grass as she put one hoof in front of the other, not paying any heed to where she was going. Her head was so full of misgivings and regrets that she found it impossible to settle on just one.

She stopped when she reached the garden's hedge maze, then found herself too drained to bother changing direction. She lifted herself up onto the stone bench that sat beside it and took a rest.

Emotionally shattered as she was, she was too tired to cry. There was nothing she could do about her situation. All she could do was let it unfold.

At least she would get to see Shining Armour. She would also get an opportunity to speak with Princess Luna. There was some good that would come out of this.

She looked out upon the courtyard and regarded the statues that stood within it. Various ponies in warlike or victorious poses, all immortalised in stone. She briefly pondered who they were and what they had achieved to deserve a statue in their honour.

Then she saw the creature who was responsible for her predicament. The being whose actions had ultimately led to her current unhappiness.

Discord.

Still frozen in the position he had been in when he was blasted by the Elements of Harmony, his horrified face turned away as he tried in vain to escape his fate.

Twilight felt the rage welling up within her. She jumped down from the bench and slowly walked over to the statue of her nemesis, then looked up at him in anger and contempt.

"You," she whispered, "This is all your fault."

She stood there for the longest time, staring at the now-benign god of chaos. Slowly, her anger dripped away and was replaced again by sadness. She bowed her head.

"No," she said, "No, this is my fault. I'm the one who let things get on top of me. I'm the one who should have coped with my problems better. This is… this is…"

She let out a cry of frustration and shook her head. Although he could no longer threaten Equestria, his ability to harm others remained. She cursed herself for allowing him to get into her head.

It was then she remembered what he had said when he first accosted Celestia. The sentences that had caused her nightmares to intensify.

"It's quite lonely being encased in stone but you wouldn't know that, would you? Because I don't turn ponies into stone!"

She turned away from Discord, her eyes wide as she took in the statues within the courtyard. There were about half a dozen in all. They were all statues of ponies. Life-sized statues.

No, she told herself. It wasn't possible. She wouldn't. Not Celestia, the kind-hearted alicorn who had ruled Equestria for centuries with a fair hoof.

But these past two days, Twilight had seen another side to her former mentor. A side she hadn't known existed. She had learned, to her cost, that anypony who stepped out of line would be punished.

"Stop it," she said, holding her hoof to her eyes. "You're being stupid. You're just sleep-deprived, that's all. Celestia wouldn't inflict that sort of torment on anypony."

But she did to Discord, said a small voice of doubt at the back of her mind. Can I be so sure that was just a one-off thing?

"I… I don't know," Twilight admitted. She stood stock still for a moment, a prickling sensation travelling down her back as she examined the statues.

Then she remembered her recent late-night study session, in which she had learned a spell that could restore anypony that had been turned into stone back to normal.

"I'll show you," she told the voice. "I'll prove it."

She wandered up to the nearest statue, which depicted a muscular stallion rearing up on his hind legs. Her horn glowed as she cast her spell.

Nothing happened. The stone did not peel back to reveal flesh, the unmoving artwork did not suddenly come to life.

But Twilight could feel something as her magic touched upon the statue. A kind of resistance, as if there was a protective bubble around it that just needed a little push before it would give.

Part of her told her to leave it there. Just walk away. But her innate curiosity told her to push it further.

Like a moth to a flame, Twilight complied. She increased the power of her spell, concentrating as she focused her magical abilities on the statue.

And the stallion's stone mane began to change, the first flickers of blood red hair beginning to show through.

Twilight's mouth gaped open as more of the trapped pony's body began to reveal itself before her unblinking eyes. His mane uncovered, the magical aura rippled down across his face and revealed his white coat. His eyes grew soft and blinked in confusion, then he let out a groan as his mouth came free.

The stallion tried to move but found he couldn't shift anything apart from his head. Not understanding at first, he looked around and realised where he was. Then he saw the rest of his body, still unchanged, still frozen in time, and his expression changed to one of horror.

"No," he said, his voice as dark as a shadow across the Sun. "Celestia. Celestia, what have you done?!"

Twilight fell onto her back, her eyes meeting his as he stared down on her. She twitched in panic and the magical aura faded from her horn as she lost control of her spell. The stallion's head began to solidify again.

"No, please!" he cried, "You can't just – set me free, please, I…"

He didn't get a chance to finish his sentence. The spell reversed itself and he was frozen in place, his formerly victorious expression now locked in one of horror.

Twilight suddenly realised she hadn't been breathing for the past minute and started taking short, percussive gasps, on the verge of hyperventilating. She could feel her heart thrumming in her chest, pulsing so fast it felt like one continuous beat.

It was true. There was no denying it, not after what the stallion had said. Celestia was capable of turning ponies into stone. The princess, who Twilight had looked up to for her entire life, had no qualms about inflicting the most horrifically painful punishment that the young unicorn could conceive of.

Her eyes began to stream as the tendrils of true, primordial fear spread through her being and seized her in their inescapable grasp. What if her nightmares had been more than that? Not night terrors, but premonitions? The stallion's fate could soon be her own.

In his brief moments of freedom, he had altered his position. The proof of her transgression was there for all to see, it was undeniable. It wouldn't take long to realise who was responsible.

She scrambled onto her hooves – an action that was made difficult because she was trembling so much. Her legs shook, her terror physically affecting her to the point where it was hard to stand.

Without even realising it, she was chanting the word "no" over and over, a mantra of denial. She stumbled backwards, her hindquarters bumping into a statue stand behind her. Another one of Celestia's victims.

The princess was already angry with her for her misdemeanour in Ponyville. She had already been the target of corrective action.

She fought the urge to scream, now frightened beyond the capacity for reason.

I'm doomed, said the small voice in the back of her mind. I'm finished. I'm done. Celestia's going to find out and I'm going to become another one of her statues, trapped here forever. Will my friends visit me? Will they… will they join me?

"Shut up," she said, her voice trembling. "Shut up shut up shut up. I've got to get out of here. I've got to run. I can't, I can't let her do this to me!"

An all-consuming need filled her being, a desire to be anywhere else other than here. She could hear the rushing of blood in her ears as a surge of magical power built up inside her.

She closed her eyes shut, trying to block it out – when she opened them again they were glowing white with power.

There was a purple flash and Twilight vanished.

****

Spike hummed to himself as he busied himself by restacking the bookshelves again. He was doing anything he could to take his mind off his feelings of guilt. He was the one who had gotten Twilight into trouble. He was the one who had told Celestia her student was letting things get on top of her.

If he had known how the princess would react, he would have tried to handle the situation by himself. Tried harder to talk Twilight into seeing reason.

The unicorn had been awake all night, as had her friends. They stayed over to try to comfort her, which proved to be no easy task.

In all that time, he had been unable to confess to anypony that he was responsible for her misery.

He stopped humming and sat on his footstool, putting his head in his claws. The library was uncomfortably quiet.

Spike didn't notice the sound for a few moments. It started as an imperceptible whine, which slowly increased in volume until it got to the point where he couldn't ignore it.

He was just standing up to find out where it was coming from when it suddenly rose to a shriek.

Purple sparks of magic crackled in the air, then there was a huge blast of energy that hit the room like a bomb. Spike was knocked off his feet and into the bookshelf behind him as anything that wasn't securely held down was sent flying.

The little dragon groaned, then yelped as a falling book hit him on the head.

He stood up, rubbing his temple, then gasped as he saw the cause of the sudden explosion. Twilight Sparkle was in the centre of the room, her head low to the ground as she took in huge gulps of air, trying to recover from her exertion.

"Twilight?" he cried, "Did you… did you just teleport all the way from Canterlot? How did you do that?" He shook his head. "Why did you do that? What happened with Princess Celestia?"

The sound of her former mentor's name reignited her panic. She went to move but was too exhausted to keep her balance – she slipped and fell heavily on her side.

"Twilight!" he cried, rushing over. She shrugged off his efforts to help her onto her hooves, forcing herself to get up under her own steam.

"I've got to get out of here," she said, her voice so hoarse it was barely recognisable. She stumbled into the kitchen, pulling open a cupboard door as she went. "Got to get supplies. Don't know how long I'm going to be…"

She shook her head, which didn't ease her disorientation. "No! No time. Have to leave now."

"Wait, slow down," said Spike, now genuinely frightened. "What happened, Twilight? What's wrong with you?"

She looked away from him and felt herself starting to tear up. "I can't, I can't tell you," she said, an audible catch in her throat. "I can't put you in danger too. I have to… I have to go!"

Spike put himself between her and the front door, trying to prevent her from escaping. She was so weak that she had difficulty pushing past him.

"Stop! Just stop! Tell me what's wrong!" he said, grabbing onto one of her hind legs. "I've never seen you acting so irrationally."

She pushed open the front door, dragging her dragon assistant behind her. She grunted in frustration and shook her leg, trying in vain to shake him off.

"Will you let me go? Let me go!" she shouted, drawing the attention of the ponies outside. "I haven't got much time left before she comes for me. Don't you understand? Don't you get it? My life is in danger!"

She kicked out with her hind legs, forcing Spike to release his grip. She took a few stumbling steps forward, gritting her teeth. Her vision was blurred with sweat, her flank ached and there was a painful pulsing sensation in her head – the result of a teleportation spell that had almost pushed her past her physical limits.

Her outcry had attracted a few ponies, who were wondering what was going on and whether there was anything they could do to help. Among their number was a stallion who knew exactly what was happening.

Whooves watched as Twilight gathered her strength and began to run, taking the path out of Ponyville. He had known this was coming. He had prepared himself for it. Twilight's fate was set and, on the face of it, this was the way it had to be.

An innocent life to secure the future freedom of the planet. A sacrifice to protect the lives of everypony in Equestria.

But knowing the future was entirely different to watching it unfold in front of him. He couldn't deny it – he was fond of the mare, and knowing what her future held was painful to him.

Screw causality. He couldn't let this happen to her. The consequences, he could deal with later.

"Twilight, stop!" he cried, running after her. The unicorn heard him and increased her speed, digging into her last reserves.

He easily drew level with her and she turned her head away, still running at full tilt. She couldn't bring herself to look at him.

"Whatever you think you saw, you're mistaken," he said, as they headed out of Ponyville. "You need to stop. Think it through. You're not seeing things straight right now."

Twilight let out a high-pitched gasp of pain as her horn sparked – a failed attempt to cast another teleportation spell.

Whooves kept pace with her as they neared the Everfree Forest. He came to a decision – he had to stop her by whatever means necessary.

But before he could tackle her and bring her to the ground, something hit him hard in the face. The force of it knocked him off his hooves.

It took him several seconds to recollect his wits – in truth, he had been lucky not to be severely injured – and by the time he was back on his hooves, Twilight was nowhere to be seen.

He called her name several times but there was no reply. Whooves guessed correctly that she had stopped him with a magical barrier – not a strong one, given how weak she was, but substantial enough to make him feel like he had just run into a brick wall.

He sighed sadly and ran into town to pull together a search party. He couldn't blame anypony for this but himself. There had been plenty of time for him to stop this yesterday, but his sense of duty to the rest of Equestria had been too strong.

He couldn't help but think he had made a terrible mistake. In all likelihood, it was too late for anypony to help her now.

Chapter 22

The only sound audible was the bereft weeping of one of the two remaining Canterlot guards, openly grieving for his fallen ruler.

Lyra was breathing heavily through clenched teeth, blood pulsing in her temples. She was rooted to the spot, unable to look away.

Valiant Shield had a hoof to his mouth, so horrified that he could barely function. Princess Celestia had been Equestria's protector and founder. Ponykind would not be as it was now if it had not been for her intervention. She had set them free from tyranny and been a mother figure to ponies of every class and creed.

He had failed her. The one time she had needed protection, the one time there had been a situation she could not handle herself, he had failed her. His sense of guilt was insurmountable.

"Do something." Noteworthy's grief-stricken, rage-filled voice cut through the air.
He rolled forward into the room, his cheeks stained by tears. "Don't just stand there, help her!" he shouted, "She's not dead. She can't be dead. There's got to be something we can do!"

He looked down at the Elements of Harmony, clasped in his metal hands.

"The Elements. The Elements! Why didn't we destroy them? We knew what they were doing to her!" he cried, "We should have done this from the start!"

Berry saw what he was about to do and leapt at him, grabbing at his hands with the gloves she was wearing. He fought against her, trying to crush the six relics in his grasp.

"Let me go!" he shouted, "Let me do it! It could bring her back!"

"Stop it," she hissed, prying his fingers apart and knocking the Elements out of his reach. She dodged back as he swung a fist at her wildly, then caught hold his hands to stop him from striking out again.

"Noteworthy, we need them. There's still a chance we could use them to fight against Discord," she said, fighting back her own tears. "There's nothing we can do. We were… we were too late."

Noteworthy's anger dissolved as her words hit home. His face crumpled and he began to sob. Berry released her grip on him and held him close, allowing him to release his grief.

Lyra sank down onto the floor, her heart empty as all hope abandoned her. It was over. Equestria was lost.

She could hear a sound, just on the edge of her perception, behind the noise of her grieving companions. It was close, yet the tone of it was a million miles away from the atmosphere in the room.

Judging by its volume, she guessed that it was coming from the rear of the castle. She paid closer attention and realised what the sound was.

Laughter.

A deep, dark chuckle mixed with the carefree squeals of a joyful child.

Anger gripped her by the throat and she lost all sense of reason or self-preservation. Her grief was torn aside and she was filled with an all-controlling urge to make someone pay.

"Discord," she whispered, her voice trembling, her body shaking with rage. "DISCORD!"

She ran out of the room, the others following her as they heard the same sound she had. She raced through the corridors, brushing past crystallised statues and taking only cursory care not to hit into them, and slammed her body against the doors that opened into the courtyard.

The draconequus God of chaos was lying on the ground near his former pedestal, laughing as he threw a giggling, triumphant filly into the air over and over again, both of them delighted by their victory.

The scene more resembled that of a family playing, rather than a pair of murderous future dictators who had taken the life of a loving matriarch.

Beside them stood Dr Whooves, who was watching their fun with a half-hearted smile on his face.

That smile, that unsure yet happy smile, stabbed at Lyra's heart and drove her over the edge.

"YOU!" she screamed, a broken accusation of betrayal that echoed through the calm of the afternoon.

Whooves stared at her, shocked by her sudden appearance and the level of hatred in her tone.

Lyra surged forward without even thinking about it, running at the stallion who had abused her trust and doomed her country. She ignored the pain that juddered through her damaged leg with every step, lowering her head and aiming her horn at the doctor with the full intention of goring him.

Before she could reach him, gravity left her and she was plucked into the air by Discord's magic.

"You bastard!" she shouted at Whooves as she floated helplessly, her limbs flailing as she tried desperately to hit him, if only to make him feel a fraction of how badly she was hurting. "How could you do this? How could you do this?!"

Her rage overtook her to the point where she was no longer able to form words, her speech degrading to nothing more than screaming and sobbing.

The doctor watched at her, fear rippling through his entire being. He had expected her to be upset with him but nothing like this. There was something deeply, deeply wrong.

Discord looked at the upside-down, screaming unicorn with a bemused eye. "I had no idea you ponies were such bad losers," he said, "Please, at least try to have a sense of decorum."

"Put her down," said Whooves, his voice almost inaudible. Discord glanced at him, shrugged, then placed Lyra with the other ponies who had assembled at the back door to the castle.

"This is all you could muster for a welcoming committee?" the draconequus said while stroking his chin, almost seeming bored by the whole thing. He drew himself up to his full height, flicked his head back and adopted a dramatic pose.

"No matter. Allow me to introduce you all to the new rulers of Equestria – and by extension, the entire planet," he said with a grin, before placing his claw on his chest. "I'm sure there's no need for me to introduce myself – after all, nopony could forget all those wonderful changes I made to your precious Ponyville. Rest assured, they will soon be put back in place, with plenty more besides."

The ponies watched with barely contained rage as he preened himself. Everypony present yearned to wipe the malevolent smile from his face but they knew they didn't stand a chance, not even if they attacked as one.

He possessed the power to alter their surroundings, corrupt their very being. All they could do was let him continue his self-satisfied spiel.

"To my left sits the greatest daughter a draconequus could wish for," he said, ruffling Screwball's mane. "Now in proud possession of one half of Celestia's power, she's the pony to come to if you ever want to get yourself a nice, all-over tan."

The purple-coated filly grinned devilishly at her defeated foes, sparks of fire flashing from her raised hoof.

Discord vanished from sight, then his arm snaked up from the ground and wrapped itself around Whooves, before the rest of his body reappeared.

"And here we have the stallion who made it all possible, my friend and yours, the one and only…" he stopped, momentarily confused. "What is it you call yourself now? Ah yes, that's it. The one and only Dr Whooves!"

Lyra scowled viciously at the doctor, having only just recovered from her fit of anger. He cowered under her stare, unable to hide his shame.

"And there you have it," Discord concluded, "The three of us shall be your wise and mighty leaders for the foreseeable future. Consider the Parliament of Canterlot officially dissolved. It won't be meeting again for, ooh, another good eon or two."

He raised an eyebrow, annoyed by the lack of response from his audience. "Come on, give us a cheer. At least a round of applause or two. We are your Gods, your leaders – a holy trinity of the Father, the Son and the Filly with a baseball bat. Now show your appreciation, or face the consequences."

They were unmoved, feeling this small act of defiance was all they had left. Before Discord could respond, Whooves raised his voice.

"Discord," he said, trying to hide his concern. "What are you doing? The plan was for us to combine, become one again. We've been separated for too long, we have to become whole."

The draconequus sighed and patted his other self on the back to reassure him. "Whooves, my dear boy. Why should we want to do that? This way is much better. We get three for the price of one."

The doctor felt a prickling sensation run down his back, a sense that his master plan was falling out of his grasp. If he didn't link bodies and minds with his other selves, he would have no way of controlling them. He needed to sacrifice himself, he needed to become the voice of conscience in a reunified Discord. His two other selves were composed of pure id and he wasn't willing to let them roam free.

"Discord, we're incomplete," he said, "We need each other. We can't function properly by ourselves. If we join forces we'll have your power combined with that of Celestia, we'll be unstoppable."

Discord rolled his eyes. "I know what this is about. You're worried about the whole mortality thing, aren't you? I wasn't able to finish creating you before Celestia interrupted."

He ruffled the doctor's mane. "There's no need to worry. You have half of her power now, and Celestia was all about healing magic. Just ask Screwball nicely, cast a spell using your combined power, and boom! Instant immortality."

Whooves didn't respond. His plan to control Discord had failed and now Equestria was at the mercy of a being whose only interest was satisfying his own impulses. Even more worryingly, Screwball had shown signs of being unstable. So far she had only attacked Noteworthy, as far as he knew, but it had been with the intent to kill.

Discord frowned as a thought came to him. "Come to think of it, where is Celestia?" he asked, "This has been fun and all, but I am dying to see the look on her face. Defeated at last, subservient to yours truly. I'm positively salivating at the thought. Bring her out to me."

He pointed at Valiant Shield and the pegasus growled back. "Where is she?" he said, "Where is she? She's dead, you sick monster! She's dead!"

Discord jerked his head back as if he'd just been punched in the face. "She's dead?" he repeated, then chuckled half-heartedly, not fully believing it was true. The scowls and tear-stained faces before him told him that it was.

"Wait, she's dead?" he murmured in shock. "She's dead? Really dead?"

A wave of horror crashed over Whooves, drowning his senses. This had never been his intention. He believed that Celestia's empire was based on a lie and the original Discord was the true ruler of Equestria, but she hadn't deserved this.

Screwball had a mischievous smirk on her face and upon seeing it, he knew it had been no accident. This was cold-blooded, pre-ordained murder.

And the blood was on his hooves as well. It had been his idea to create Screwball, to ease the insanity Discord had suffered from centuries of being locked in stone.

He began to shake, the guilt infecting every part of his being. He was responsible, as much as her.

"She's dead," Discord repeated, saying the words simply to hear how they sounded, trying to come to terms with it. "Huh. I don't know whether I'm just disappointed or if I'm genuinely upset."

Screwball frowned at that, her joy giving way to bewilderment. Discord had been trapped as a sentient statue for as long as she had, he had experienced the same pain as she had. Why wasn't he rejoicing? Why was he sad to hear of the death of somepony who had caused them so much suffering?

If Whooves hadn't been so thunderstruck by the revelation, he might have seen her expression. He might have noticed the first danger signs.

"You know, our little skirmishes were the most fun I had in centuries," Discord said, reminiscing. "Up until then, rebellions had been tiresome little chores to deal with. They could gather great armies and come rolling up to my throne, but with one wave of my paw I'd turn them into chickens or whatever else I fancied. Celestia was different."

He smiled. "Oh, the conversations we'd have. She was so easy to wind up. So uptight. Her sister was fun in much the same way, but she wasn't as pure as Celestia. Luna always had that hint of darkness in her. Celestia was like the driven snow. Sure, she cheated in our final encounter, but nobody's perfect."

He paused, lost in his own thoughts. After a moment's reflection, he clicked his fingers as he came to a decision.

"I think she deserves a tribute. I'll name a season after her," he said, "It'll be marvellous. Blazing sunshine across the planet, all hours of the day. She loved the Sun, did Celestia. Sunbathing shall be mandatory all season long. Anyone who refuses will get sand kicked in their face. What do you think?"

The gathered ponies looked at him in disgust, revolted that he could make light of the princess' death so easily.

Discord felt a light tugging on his tail and turned to see Screwball, who was mightily confused.

"You want to make a tribute to her? Why?" she asked, her voice rising in volume as she grew increasingly upset. "How can you have any respect for her after what she, what she did? Why aren't you happy that she's dead? You should be dancing on her grave, you should be tearing these disgusting creatures apart."

She gestured towards the ponies by the castle door, who shrank back even as they readied themselves for a fight.

Whooves stepped forward, now truly frightened. Screwball had never revealed to him that she felt this way about ponykind. If she made any kind of attempt to hurt Lyra and her friends, he wouldn't stand for it. There was a growing possibility that he would have to fight his other self.

But the thing that really worried him was that she had this mindset at all. Her seeming appetite for destruction was at odds with the original Discord that he remembered, the being that he had been a part of.

The draconequus' talk of fighting rebels also struck a chord of concern – Whooves had always believed he had been given Discord's full memory of his time in charge before Celestia overthrew him.

But rebellions? Taunting the princesses? He could not remember that.

"That snow-white princess trapped us as a statue for centuries upon centuries," said Screwball, "Eons of torment. Only able to sense the world passing by, locked out from being a part of it. The frantic clawing of time tearing our minds apart, breaking us down piece by piece until there was nothing left but an empty, screaming void!"

Her voice rose to a shrill scream during that last sentence and the sound of it chilled everypony to the bone.

But not Discord. The draconequus frowned at the little filly, who was breathing heavily and on the verge of breaking down, then gave her a look of utter confusion. "What are you talking about?" he asked.

Whooves was rendered unable to breath for a couple of seconds, the implied horror of Discord's words dawning on him immediately.

When the draconequus had come to him those few days ago, he had been insane. Whooves had borne witness to his degrading mind over the centuries, speaking to him psychically whenever he had the chance to get close to his statue.

All of his fear and pain lifted when he created Screwball, and he had become completely carefree. Screwball had shown signs that she was not coping as well as him, which Whooves had put down to her being only a few days old.

The truth of the matter was now evident. Discord clearly had no recollection of those centuries he spent locked inside a statue. He hadn't shared his memories of his torment with Screwball – he had offloaded them all on her.

The worst thing was that he may not even have done it on purpose. He was a creature of pure id, a being that only did what he thought was best for himself, regardless of the consequences. He may have intended to share his memories with Screwball but, on a subconscious level, there would have been nothing he wanted more than to get rid of them altogether.

Whooves looked at Screwball and saw by her expression that she was starting to piece the truth together herself.

"You, you don't remember?" she said, her voice cracking. "How can you not remember? You didn't… you couldn't…"

The tears were coming now. "You got rid of all your memories when you made me, didn't you?" Her voice dropped to a heartbroken whisper. "You pushed them all into my head and forgot about them. Was that – was that all I was for? I suffer so you don't have to?"

Discord drew closer to her, showing concern for somepony for the first time since he divided himself.

"Screwball. Sweetie. Tell me, what's the matter?" he said, opening his arms wide for a hug. "I honestly don't know what this is about. Tell me what the problem is so Daddy Discord can make it all better."

The filly jumped away from him, her face suddenly filled with hatred. "Get away from me! Don't touch me!" she screamed, "How could you do this to me? How could you do this to me and then pretend you cared about me? I thought you understood, I thought you were my friend."

She struggled to control her breathing as her anger gave way to sorrow. "I thought we were the same. I thought we wanted the same thing. But now… n, now… I really am alone."

She let out a sob, gritted her teeth, and then collapsed into an unrestrained, tear-soaked fit of grief. She howled and wailed as the collected pressure of countless centuries of loneliness and fear finally, irredeemably, crushed her spirit.

The sound of it was unearthly. Among those present, it disturbed Berry Punch the most. Being a mother herself, she had heard children cry before but never anything like this. It was unnatural to hear somepony so young giving voice to so much grief. A filly who had been born broken.

Discord went to offer her some comfort but was stopped by a hissed warning from Whooves. The doctor knew she would react badly to kind words from the being that had caused her suffering. It was up to him to try to calm her.

Whooves approached the sobbing filly cautiously, waiting for her to give vent to most of her sorrow before talking to her. Several minutes passed as her tears began to subside, with him watching her intently, fearfully.

"Screwball," he said finally, his voice hushed. "Screwball, I know you must be hurting but I want you to listen to me. I always tried to be there for you. Whenever I could, I would go up to Discord's statue and speak with him, try to soothe his mind by giving him company. Do you remember that?"

Screwball kept her face buried in her legs and shook her head no. Whooves swallowed past the lump in his throat, aware that his job had just become a lot more difficult.

"It's the truth. I was there for you. I do care, and you're not alone. Discord didn't mean to do this to you, it was a mistake. I mean, he has a bad track record for creating life, doesn't he? Look at me, I'm not even immortal like you are."

"I guess not," she replied, her voice quiet and her tone impossible to interpret.

"I know how to help you," he said, seeking a chance to put his master plan into action after all. "We are incomplete. All three of us. None of us can function properly unless we become one again, become whole."

Discord, who had remained impassive until this point, took offence at that past comment. He had no desire to merge with his companions, especially if it meant taking on whatever it was that was driving Screwball crazy.

"Forgive my impertinence, doctor," he said, appearing at Whooves' shoulder. "But I'm perfectly fine on my own. And you don't seem to have had any trouble getting through these past few centuries without us."

Whooves ignored him, determined to get Screwball to see things his way. There was too much risk of bloodshed to allow her freedom.

"What do you say, Screwball?" he asked, "We can be together. Forever. A family in body and in spirit."

The filly raised her head, scrutinised the doctor's face, then slowly nodded. "Yes," she said, "Yes. It's the only way."

Discord scowled and raised himself to his full height, looking down on his former companions. "I don't think so. I'm quite happy as I am without you two running around in my head."

"Your head?" Screwball smirked with contempt. "Oh no, no, no. Who said you get to stay in charge? Neither of you understand what ponykind has done to us. Neither of you have the will to give them the punishment they deserve."

The propeller on her hat began spinning and she flew up into the air, hovering at eye level with Discord.

"You're the one who made me. You're the one who put me though hell. The least you can do is give me your body as compensation."

He snorted with derision. "So, it's mutiny is it? Gah, it's reached the point where you can't even trust yourself these days," he said, then shrugged. "Like I care. We can't merge without my consent – it has to be a mutual thing. You can both consider yourself fatherless from this point on. As far as I'm concerned, I have no children."

He stuck his tongue out at the pair of them and turned his back, arms crossed.

Screwball growled, anger rising in her. "Who needs your consent? All I need to do is break you first," she hissed.

Whooves opened his mouth to make a call for peace, to end the fight before it started, but he didn't get the chance.

Screwball's mane and tail burst into flame as she summoned Celestia's power, then the air crackled as she thrust her front hooves forward and aimed a stream of fire at Discord's back.

The draconequus vanished before it could hit him, and didn't reappear. Screwball reverted to her normal state and furiously scanned the area around her.

"Come out!" she cried, "Out, you coward! Don't run away from me!"

"Screwball, please don't do this," said Whooves, "We can still work something out. We can…"

"Oh, you've done more than enough." Discord's voice rang out across the courtyard but it was impossible to tell where it was coming from.

Whooves and Screwball checked the skies, trying to spot the errant draconequus.

By the castle doors, one of the guards stepped forward and spoke to Valiant Shield. "Commander, we're awaiting your orders. What do you want us to do?"

"There's little we can do," he replied, "We're up against three beings of Godlike power. Our colleagues in Ponyville will no doubt have heard what's been going on, thanks to the bug Noteworthy put in the courtyard, so they can plan accordingly.

"Hold your position, unless we see a chance to attack." He looked to his team, and then something dawned on him. "Wait – Noteworthy, where are the Elements of Harmony?"

Before anypony could respond, Discord spoke again. "You seem awfully keen on getting us to merge, Whooves. I wonder why that is?"

"Discord, come out," the doctor said, ignoring the suspicious looks Screwball was sending his way. "We need to talk this through."

"I am talking," he said, "And I'm thinking, too. You've always been good at working things out ahead of time, manipulating things so they go your way. Now, you did a wonderful job of getting us into this position but I'm left wondering what your true goal was.

"After what Screwball said, I'm starting to believe you were afraid of me when I first broke free. Afraid of what I would do. Afraid, perhaps, that I would harm your pony friends."

"That's not true!" Whooves said, "I was worried about the effect your imprisonment had on your mind. I wanted to ease your suffering, that's why I suggested you split in two."

"Yes, yes, yes, that's what you've been saying all along, but I think the truth is quite different. You wanted to steal power from Celestia, of course, but you didn't want us two running about free either. I think you want us to merge so you can take full control. You want to be Equestria's sole dictator.

"And I know that's what you want, because it's what I want. We're two sides of the same coin. The only difference is you think your cause is noble, somehow. You believe you will be able to protect your pony friends from us, because they are more important to you than we are."

"It's not true, Discord!" Whooves said, but his tone of voice hardly sounded convincing. Screwball was staring at him angrily, gearing herself up to attack.

Discord laughed. "Don't try to deny it. Deep down, you know I'm right. After all, if you don't want to take over Equestria then why did you go ahead with your plan? Why didn't you double cross me, or try to merge with me the first time we met?"

Whooves wasn't able to respond. Discord's words struck home – he could have tried to stop him earlier, he could have prevented all of this. He could have avoided Celestia's death.

All his life he had told himself he only wanted the best for Equestria, but now he was starting to question his motives. Everything he had done for the benefit of the planet – had it actually been with the intent of creating an Equestria that he wanted to live in? That he wanted to rule? Was he actually no better than Discord?

It wasn't possible – he had done so much for ponykind, brought in so many advances in technology and medicine.

He was forced to abandon his line of thought when he felt the ground growing hotter underneath his hooves. He dived to one side just as Screwball summoned a column of fire that burst upwards through the earth. Fragments of scorched earth rained down, pattering against the ground.

The filly's swirling eyes were filled with hatred as she advanced on him. "You lied to me as well," she said, "You never cared, you just wanted the power all to yourself!"

The air temperature around Whooves began to rise – he quickly called upon his morphing ability, retracting into a white light and phase-shifting through the ground. The spot where he had been standing erupted into flames as he re-emerged a few yards behind it.

"Screwball, stop this," he said, "We're on the same side. Discord's the one you want!"

Valiant Shield, who until now had been distracted by the action, snapped his brain back into gear and addressed the guards. "The Elements are still in Celestia's chamber. They might be able to help us. Go!"

The pegasi tried to open the door back into the castle but it was stuck fast. They were confused by this at first – they hadn't locked it when they came out – but then they heard Discord's mocking laughter and realised it was his doing.

But that door was not the only way back into the castle. Spreading their wings, they flew up to try to find a window.

Screwball noticed them taking flight and turned her attention away from Whooves – he was too elusive a target and she wanted some easy payback. The doctor saw her taking aim and panicked.

"No!" he cried, hitting out with his magic and causing a small explosion that knocked the filly off her hooves.

She pulled herself back up, glaring at him viciously, and he realised the battle lines had been drawn. There was no room for negotiation now.

Meanwhile, the pegasi approached one of the windows only for it to slam shut in their faces. One by one, every window, every door into the castle were sealed shut. The guards kicked against the glass panes but their blows bounced off – the material had been rendered as hard as concrete.

"Oh ho ho, this is too much fun." Discord's voice filled the air. "In the blue corner, a spite-filled filly with an attitude problem. In the red, a megalomaniacal doctor who refuses to accept that he's the bad guy. And in the middle of it all, six mortal ponies caught in the crossfire. Who will win?"

Screwball narrowed her eyes, focusing her gaze on Whooves. "You know," she said to him, "He really should learn not to talk so much."

She suddenly turned and shot a bolt of flame into the sky – Discord had simply rendered himself invisible this whole time and she had worked out where his voice was coming from.

The draconequus was so over-confident that he had thought himself untouchable, so didn't have enough wits about him to dodge. Screwball's attack hit him hard and knocked him out of the air – he fell to the ground but quickly flipped himself the right way up.

A look of anger briefly flared on his face, but then he nonchalantly yawned and met Screwball's stare with a scornful eye.

"Oh please. You really think you can take me on? Me, Discord, God of chaos? I ruled this planet for longer than Celestia was alive. There's nothing you can throw at me that I can't counter."

She advanced on him slowly, her back arched, her teeth clenched. "I'm going to tear out your heart," she growled, "I'll flay the skin from your body and tear the flesh from your bones. I'll infect your mind and break you down until there's…"

She was suddenly cut off as Discord created a miniature rain cloud above her head and drenched her with a localised storm, making her curly hair so wet that it flattened out and covered her eyes.

He burst into hysterical laughter, leaving him barely able to speak until his mirth had subsided.

"Oh, my dear," he said, a chuckle still evident in his voice. "Such language from a young filly. Where did you learn to speak like that? I blame the parents."

Humiliated and soaked, Screwball seethed silently as her rage grew to uncontrollable levels. She rose into the air, past the rain cloud, breathing heavily as her body began to shake, every muscle tensed.

Discord fell quiet, curious as to what she was going to do next.

Whooves could sense the storm that was about to break and it frightened him – if Screwball truly lost control, he didn't know if he'd be able to protect Lyra and her friends from the fallout.

The small of his back flashed white and a pair of wings sprouted from it, which he swiftly used to fly up to the enraged filly.

"Screwball, listen to me. Keep calm, slow your breathing. This is what he wants, this is how he gets to you."

She was past caring and, in any case, she certainly wasn't going to listen to Whooves. There was only one thing she wanted and she was prepared to go all-out to get it. Discord's power would be hers, no matter who she had to kill.

The air around her began to fizzle with energy. Whooves only had enough time to realise he had to get out of the way, not enough to take action on it.

Screwball let out a shrill scream and burst into flame, burning with such intensity that it was painfully hot to the ponies below her, even from several dozen feet away.

Whooves was caught in the blast, the heat battering him before he even had a chance to cry out. He fell from the sky, his body limp.

Lyra had to squint to see past the brilliant blaze, but it was clear he had been severely hurt.

He only became fully visible when he crashed against the ground, and the sight of him caused her to turn away in disgusted horror.

One side of his face was gone, melted by the heat. There was nothing but exposed muscle, and his teeth were visible past his charred mouth. No mortal pony could have survived an injury like that.

Which is why, just a couple of seconds later, she couldn't decide what shocked her more – the severity of the damage done, or the fact that he was getting back up.

The flames blazing around Screwball grew even larger, forcing the ponies to back away to escape the heat.

Then, without warning, the onslaught began.

A rain of fire surged mercilessly from the sky towards Discord, an attack so ferocious that it could have levelled a city in moments.

But to a being that could manipulate reality, it was less than nothing.

He didn't give the fire a chance of reaching him – the attack was nullified by a powerful forcefield, which, to add insult to injury, he created in the form of an umbrella.

"You have nothing," he said, raising his voice so he could be heard over the sound of the deadly rain pattering against the forcefield. "Nothing you can use against me that Celestia hasn't tried before. I fought her several times before she defeated me, I know all her tricks. And I know how to fight back."

With a click of his fingers, day instantly turned to night. It was barely perceptible, but Screwball's attack grew weaker without the Sun's rays to draw power from.

She kept fighting, too blinded with rage to see the futility of it. Below her, Whooves was limping away to a safe distance so he could recover. His ability to change shape doubled as a healing factor but it was still taking time to repair the damage, even with the power he had absorbed from Celestia. New skin began to form, criss-crossing over his burnt flesh like a spiderweb.

Discord tutted at his demonic daughter's persistence. "This has gone quite far enough. Time to snuff you out."

There was a flash of magic, then a large glass jar dropped down and caught Screwball, forcing her down to the ground and trapping her inside. Any oxygen inside was used up instantly and her flames were extinguished. She pressed herself up against the glass, hammering against it as she demanded to be let out.

"What's that? Can't hear you," said Discord, holding a claw to his ear. He chuckled to himself then, with a mere thought, caused the jar to vanish.

He looked down on Screwball mockingly as she lay on the ground before him, exhausted.

"Do you finally give up?" he asked, casually inspecting the talons on his paw. "Let this be a lesson to you – father knows best. Now, if you're willing to apologise, I might…"

He didn't get a chance to finish his sentence. With one last surge of energy, Screwball launched herself up at him, aiming at his head.

Moving too quick for him to dodge, she smashed against his face in a mighty impact.

Upon contact, her body burst apart like a chewing gum bubble and was reduced to nothing more than light purple gunk.

The sentient mass engulfed Discord's head. He grabbed it frantically and tried to pull it away but it was stuck fast, his screams muffled.

And then the remains of Screwball slowly began to seep into his skull through every available orifice.

Whooves, his face fully repaired, was too shell-shocked to do anything other than watch the grisly scene unfold.

"Do something!" cried Lyra, stepping away from the castle and coming as close as she dared. "You've got to stop her!"

Shaken into action, he flapped his wings and flew up to Discord's head and grabbed at the ooze in an attempt to pull it away.

But he couldn't get a hold. The last of it slipped between his hooves and disappeared into the draconequus's skin.

He backed away, unsure what was going to happen next. Discord was clutching his temples, in obvious pain, squeezing his eyes shut in an effort to force it away.

A patch of skin on his left arm began to glow white, followed by another area on his neck, then his stomach. Screwball was beginning to fuse with him.

"No. No!" he cried, fighting the change with all his mental might. It continued regardless, thin streaks of light appearing on his torso. Once it had started, it could not be stopped.

Discord grabbed his horns, pulling down on them. With an extra exertion of force, he removed them from his head with a wet pop.

He reached up with his hands again, pressing his claws and talons hard against his scalp. Slowly they pushed down into his flesh, worming their way through until they had dug deep enough.

As the ponies watched on, horrified, he pulled his hands apart and opened up a hole in his skull.

There was no blood – the draconequus's anatomy had long since evolved beyond the need for vital organs. Instead, only the purple goo that had been Screwball was visible. He grabbed at it, trying to tear it away, but it slipped through his fingers like toy store slime.

"Get out of my head!" he screamed, mere moments before the light consumed his body completely.

Whooves hovered nearby, unsure what to do in his panic. His plan had always been to combine with his companions and control them from within, but after seeing Screwball's insanity firsthand he was far from certain he could exert any influence over her.

He hesitated, and then his chance was lost forever.

The light faded as the transformation became complete.

An aura of crackling energy surrounded the new draconequus that stood there, a being with more power than any creature that had ever existed. Sparks occasionally fizzled and hissed on its skin as the power of both Celestia and Discord flowed through it.

The ground by its feet shifted form constantly, rapidly changing from glass to metal to sand from mere contact with the draconequus, whose reality-shifting abilities were now so great that they could barely be contained. The creature's power to alter its surroundings was operating on a subconscious level.

The draconequus's body had changed in a way that frightened Whooves more than anything else – its facial features were now unmistakeably feminine.

She gave a sigh of relief as she raised a paw to her head and fixed her wounds. "That is so much better," she said, "Instant pain relief. Now I've got his memories floating around in there, I can focus on something other than my time as a statue. I can focus on what I really want."

She grinned malevolently and looked upon Dr Whooves, who nervously raised a hoof in self-defence.

"Listen to me," he said, "Discord… Screwball? You don't have to do this. You've already won. Celestia is dead, Equestria is yours. You have everything you wanted."

She put a claw to her chest and smiled cruelly. "Oh, you can call me Discord if you like. It'll save me the hassle of building up a reputation and it'll allow me to continue his legacy. I never liked the name Screwball anyway – I mean, who names their filly that? It's a good job I never went to school, I'd have had the tar beaten out of me."

She vanished, then reappeared behind Whooves with a thunderclap, scaring the hell out of him.

The other mortal ponies watched on fearfully, aware that they were hopelessly outmatched. Lyra was closer than the rest but was rooted the spot, too frightened to run.

"And yes, you're quite right – I have already won. But I want more." Discord's expression darkened, the night sky becoming swamped by clouds and lightning as her mood changed. "I want to tear it all down. I want to make these ponies suffer, like I have suffered. And there is nothing anyone can do to stop me."

Whooves cowered as she towered over him. "And you know what the best thing is? I could never have done this if it hadn't been for you. You have planted the seeds of your planet's destruction – go on, take a bow. You may as well – after all, you wanted conquest just as much as I did. You're just like me."

"No. No I'm not," he said, trying to build up the courage he needed to face her. "I'm nothing like you. I always tried to do what was right. Can't you see – destruction is a much easier path to take than preservation, it's so much easier to tear something apart than create something new. Even the original Discord understood that. If you go through with this, it won't make the pain go away. You'll just feel empty inside."

She yawned, then melted into the ground and emerged underneath the doctor, snaking her body around him. The mere contact of her skin stung him, like rubbing up against nettles.

"Oh, my dear Whooves. Always so serious. Why don't you learn to have fun, lighten up a little? You are right, though. We are different. You're a schemer, always planning out every last detail. Everything has to be just so, you can't allow for any mistakes, any deviation."

She moved her head down so it was level with his, smiling as she watched him squirm. "Me? I prefer to make things up as I go along. That's why I don't want you to be a part of me, Whooves. We're incompatible. You'd just mess things up with your need for regulations and forward planning and all that other boring stuff. I want to keep things spontaneous."

He didn't get a chance to react.

In one sudden, swift motion, Discord grabbed hold of Whooves' head and yanked it sharply to the left, breaking his neck with a sickening crack.

The doctor stood there momentarily, his head flopping forward and his eyes wide open in surprise.

He blinked once, then his eyelids closed and he collapsed limply to the ground.

"Whooves!" Lyra cried in shock, still in her position away from the castle, about a hundred yards away from the vile draconequus.

She gasped with fright as Discord looked her way, chuckled at the prospect of a new victim, then slowly advanced on the terrified unicorn.